Blueprint





 


Bison
Capital Partners V, L.P.


10877
Wilshire Blvd., Suite 1520


Los
Angeles, California 90024


 







EXHIBIT 10.1


***
Text Omitted and Filed


Separately
Confidential Treatment


Requested
Under 17 C.F.R. 24b-2

 

 



CONFIDENTIAL

 


July
11, 2017


 


 


GFN
ASIA PACIFIC HOLDINGS PTY LTD


GFN
ASIA PACIFIC FINANCE PTY LTD


c/o
General Finance Corporation


39 East
Union Street


Pasadena,
California 91103


Attention:
Ron Valenta


 


 


GFN
ASIA PACIFIC HOLDINGS PTY LTD


GFN
ASIA PACIFIC FINANCE PTY LTD



$80 Million Secured Senior Loans


 



Commitment Letter


 


Ladies
and Gentlemen:

 


GFN Asia Pacific Holdings Pty Ltd, a company
incorporated in Australia (“Holdings”),
and GFN Asia Pacific Finance Pty Ltd, a company incorporated in
Australia ("Finance” and,
collectively with Holdings, the
“Borrower”
or “you”),
both of which are wholly owned subsidiaries of General Finance
Corporation, a Delaware corporation (“GFN”),
has requested that Bison Capital Partners V, L.P., a Delaware
limited partnership (“Purchaser”),
provide financing for the off-market takeover bid pursuant to the
Corporations Act 2001 (Cth)
(“Australian Corporations
Act”) by you and your subsidiaries to acquire all of
the issued share capital of Royal Wolf Holdings Limited (ACN 121
226 793) (“Royal
Wolf”) not currently owned by wholly owned
subsidiaries of GFN and any ensuing compulsory acquisition
undertaken pursuant to the Australian Corporations Act (the
“Bid”),
the repayment of all fees due to Credit Suisse AG, Singapore
Branch, which payoff shall not exceed US$10 million, and the
payment of the related fees and expenses (hereinafter referred to collectively as the
“Transaction”),
through an aggregate amount of up to US $80.0 million to be
provided to you by way of secured senior loans comprised of (i) a
secured senior term loan of US $54.0 million (the
“Term
Loan”) and (ii) a secured
senior convertible loan of US $26.0 million (the
“Convertible
Loan” and,
together with the Term Loan, the “Secured
Senior Loans”) You have
informed us that, in addition to the Secured Senior Loans, you
intend to refinance Royal Wolf’s existing facilities through
a A$125.0 million senior secured syndicated credit facility
(such facility, the “DB Facility”)
through Deutsche Bank AG,
Sydney Branch (“DB”).

 




1.

Commitment and
Conditions.






 


Subject
to the terms and conditions described in this letter (the
“Commitment
Letter”) and in the draft agreements attached hereto
as Annex A (the
“Draft
Agreements”), Purchaser is pleased to confirm the
arrangements under which Purchaser would provide the entire
principal amount of the Secured Senior Loans. Capitalized terms used but not defined herein are
used with the meanings assigned to them in the Draft Agreements
attached hereto.

 


The
agreements of Purchaser set forth in this letter are subject to the
satisfaction of each of the following conditions precedent in a
manner acceptable to Purchaser in its sole discretion: (a) the
execution and delivery, no later than July 14, 2017, of final
agreements evidencing the Secured Senior Loans on terms identical
to those set forth in the Draft Agreements (other than such changes
as are satisfactory to, or reasonably requested by, Purchaser in
its sole discretion; such agreements, the “Definitive
Agreements”), (b) the compliance by you and your
Affiliates with all of the terms and conditions of the Draft
Agreements (with the same force and effect as if such Draft
Agreements were binding and in effect on the date of this
Commitment Letter) other than those terms and conditions which
contemplate performance after the date hereof (in which case such
terms and conditions shall be satisfied on such future date of
performance); (c) your compliance with the terms of this Commitment
Letter and with the terms of the commitment letter issued by DB and
dated of even date herewith (the “DB Commitment
Letter”); (d) no amendments, modifications or other
changes shall have been made to the DB Commitment Letter (or any of
the attachments and exhibits thereto) and there shall not have been
any breach, default or waiver of any term or provision thereof; (e)
your execution and delivery, no later than January 17, 2018 of the
agreements attached to the DB Commitment Letter (other than such
changes as are approved by Purchaser in its sole discretion); (f)
no change, occurrence or development shall have occurred or become
known to Purchaser since May 31, 2017 that has had or could
reasonably be expected to have a Material Adverse Effect; (g) no
material changes to the timing of the “Royal Wolf Takeover
Bid Schedule” from the dates contemplated in the draft time
and responsibility schedule dated July 7, 2017 attached hereto as
Annex “B” and (g) Holdings and Royal Wolf shall have
signed the Bid implementation agreement no later than July 14, 2017
and the Borrower and Royal Wolf shall thereafter have announced the
Bid, each of which shall be on terms and conditions consistent (in
all material respects) with those set forth in the draft takeover
bid implementation agreement provided to you on July 7, 2017;
provided, that the price for the Bid shall not exceed
A$1.83.

 




2.

Representations and
Warranties.






 


You
hereby represent, warrant and covenant that (a) all information,
other than Projections (as defined below), which has been or is
hereafter made available to Purchaser by you or any of your
subsidiaries or representatives (or on your behalf) in connection
with any aspect of the Transaction (collectively, the
“Information”)
is and will be complete and correct in all material respects and
does not and will not, when furnished, contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements contained therein not materially misleading in
light of the circumstances under which such statements are made at
the time such statements are made, and (b) all financial
projections concerning you that have been or are hereafter made
available to Purchaser by or on behalf of you or any of your
representatives (the “Projections”)
have been or will be, in the case of Projections made available
after the date hereof, prepared in good faith based upon accounting
principles consistent with your historical audited financial
statements and upon assumptions you believe are reasonable at the
time when made (it being understood and agreed that the Projections
are not to be viewed as facts and that actual results may differ
from projected results and that such differences may be material).
You agree to furnish Purchaser with such Information and
Projections as Purchaser may reasonably request and to supplement
the Information and the Projections from time to time until the
Closing Date so that the representations and warranties in this
paragraph 2 are correct in all material respects on the Closing
Date. In issuing this Commitment Letter, Purchaser will be using
and relying on the Information and the Projections without
independent verification thereof.

 


 




3.

Expenses;
Indemnification.






 


Whether
or not a definitive financing agreement is entered into, you shall
pay on demand our reasonable and documented out-of-pocket costs and
expenses (including the reasonable fees and expenses of counsel,
professional fees of consultants and other experts, search fees,
due diligence expenses, transportation expenses, and environmental,
audit costs and expenses, subject to a pre-approved cap) incurred
before or after the date of this Commitment Letter arising in
connection herewith and any financing proposals issued prior to the
date hereof, our due diligence, the definitive documentation for
the Secured Senior Loans and the other transactions contemplated
hereby up to the amounts set forth in the Draft
Agreements.

 


You
hereby agree to indemnify and hold harmless Purchaser and its
partners and other affiliates and each director, officer, employee,
agent, attorney, partner and affiliate thereof (each such person,
an “Indemnified
Person”) from and against any losses, claims, damages,
liabilities or other expenses to which an Indemnified Person may
become subject, insofar as such losses, claims, damages,
liabilities (or actions or other proceedings commenced or
threatened in respect thereof) or other expenses arise out of or in
any way relate to or result from the Transaction and this
Commitment Letter, and to reimburse, on demand, each Indemnified
Person for any reasonable legal or other expenses incurred in
connection with investigating, defending or participating in any
such investigation, litigation or other proceeding (whether or not
any such investigation, litigation or other proceeding involves
claims made among you or your subsidiaries or any third party and
any such Indemnified Person, and whether or not any such
Indemnified Person is a party to any investigation, litigation or
proceeding out of which any such expenses arise); provided, the indemnity
contained herein shall not apply to the extent that it is
determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses, claims, damages,
liabilities or other expenses result directly from the bad faith,
gross negligence or willful misconduct of such Indemnified Person
or any material breach of such Indemnified Person’s
obligations hereunder, in each case, as determined by a final,
non-appealable judgment of a court of competent jurisdiction. The
obligations to indemnify each Indemnified Person and to pay such
legal and other expenses shall remain effective until the date that
the Definitive Agreements are executed and delivered, and
thereafter the indemnification and expense reimbursement
obligations contained herein shall automatically terminate and be
superseded by those contained in the Definitive Agreements for the
Secured Senior Loans pursuant to which you shall be liable for such
indemnification and expense reimbursement obligations as provided
therein. No Indemnified Person or any indemnifying person shall be
responsible or liable to any other party or any other person for
any indirect, consequential, punitive or special damages. The
foregoing provisions of this paragraph shall be in addition to any
rights that any Indemnified Person may have at common law or
otherwise.

 


 




4.

Absence of Fiduciary Relationship;
Affiliate Activities.






 


You
acknowledge and agree that (a) no fiduciary, advisory or agency
relationship between you and Purchaser is intended to be or has
been created in respect of any of the transactions contemplated by
this Commitment Letter, irrespective of whether Purchaser has
advised or is advising you on other matters, (b) Purchaser, on the
one hand, and you, on the other hand, have an arms-length business
relationship that does not directly or indirectly give rise to, nor
do you rely on, any fiduciary duty on the part of Purchaser, (c)
you are capable of evaluating and understanding, and you understand
and accept, the terms, risks and conditions of the transactions
contemplated by this Commitment Letter, (d) you have been advised
that Purchaser is engaged in a broad range of transactions that may
involve interests that differ from your interests and that
Purchaser has no obligation to disclose such interests and
transactions to you by virtue of any fiduciary, advisory or agency
relationship, and (e) you waive, to the fullest extent permitted by
law, any claims you may have against Purchaser for breach of
fiduciary duty or alleged breach of fiduciary duty and agree that
Purchaser shall have no liability (whether direct or indirect) to
you in respect of such a fiduciary duty claim or to any person
asserting a fiduciary duty claim on behalf of or in right of you,
including your stockholders, employees or creditors. Additionally,
you acknowledge and agree that Purchaser is not advising you as to
any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. You shall consult with your own advisors concerning
such matters and shall be responsible for making your own
independent investigation and appraisal of the transactions
contemplated hereby, and Purchaser shall have no responsibility or
liability to you with respect thereto. Any review by Purchaser of
you, the Transaction, the other transactions contemplated hereby or
other matters relating to such transactions will be performed
solely for the benefit of Purchaser and shall not be on behalf of
you or any of your affiliates.

 


 




5.

Confidentiality.






 


This
Commitment Letter and the attachments hereto are delivered to you
on the understanding that none of their respective terms or
substance shall be disclosed, directly or indirectly, by you to any
other person or entity except (a) to your affiliates, officers,
directors, employees, attorneys, accountants and advisors who are
directly involved in the consideration of this matter and the
Transaction, and only then on a confidential and need-to-know basis
or (b) as required by applicable law or compulsory legal process or
in connection with any pending legal proceeding or regulatory
review (in each case under this clause (b), you agree, to the
extent permitted by applicable law, to inform Purchaser promptly
thereof).

 




6.


PATRIOT Act Notification.






 


Purchaser hereby
notifies you that pursuant to the requirements of the USA PATRIOT
Improvement and Reauthorization Act, Title III of Pub. L. 109-177
(signed into law March 9, 2009) (as amended from time to time, the
“PATRIOT
Act”), it is required to obtain, verify and record
information that identifies you and any other borrowers and
guarantors under the Secured Senior Loans, which information
includes the name, address, tax identification number and other
information regarding you and such other borrowers and guarantors
that will allow Purchaser to identify you and such other borrowers
and guarantors in accordance with the PATRIOT Act. This notice is
given in accordance with the requirements of the PATRIOT Act and is
effective as to Purchaser, Purchaser and each
Purchaser.

 


 




7.

Governing Law; Submission to
Jurisdiction; Waiver of Jury Trial.






 


The
provisions of Sections 15.12 and 15.13 of the Securities Purchase
Agreement attached hereto as part of the Draft Agreements are
incorporated herein by this reference mutatis mutandis and shall govern any
dispute among the parties hereto.

 


 




8.

Surviving
Provisions.






 


Paragraphs 3-8
hereof shall (except as otherwise therein provided) remain in full
force and effect regardless of whether the Definitive Agreements
are executed and delivered and notwithstanding the termination of
this Commitment Letter or any commitment or undertaking of
Purchaser hereunder.

 


 




9.


Assignment; Amendments; Counterparts; Etc.






 


This
Commitment Letter is not assignable by you without our prior
written consent and is intended to be solely for the benefit of the
parties hereto and each Indemnified Person. Any and all obligations
of, and services to be provided by, Purchaser hereunder may be
performed and any and all rights of Purchaser hereunder may be
exercised by or through any of its affiliates or designees. This
Commitment Letter may not be amended or waived except by an
instrument in writing signed by Purchaser and you. This Commitment
Letter may be executed in counterparts which, when taken together,
shall constitute one original. Delivery of an executed counterpart
of this Commitment Letter by telecopier, facsimile or electronic
format (i.e., “pdf” or “tif”) shall be
effective as delivery of a manually executed counterpart
thereof.


 


This
Commitment Letter, together with the Draft Agreements, embodies the
entire agreement and understanding among Purchaser, you and your
affiliates with respect to the Secured Senior Loans and supersedes
all prior agreements and understandings, whether written or oral,
relating to the specific matters hereof. Matters that are not
covered or made clear in this Commitment Letter are subject to
mutual agreement of the parties hereto. No party has been
authorized by Purchaser to make any oral or written statements that
are inconsistent with this Commitment Letter.

 




10.

Acceptance and
Termination.






 


This
Commitment Letter and all commitments and undertakings of Purchaser
hereunder will expire automatically and without further action or
notice and without further obligation to you at 5:00 p.m.
(California time) on July 14, 2017 unless you execute this
Commitment Letter and return it prior to that time to Purchaser at
the address set forth on this first page hereof, Attention: Doug
Trussler. Thereafter, all commitments and undertakings of Purchaser
hereunder will expire at 5:00 p.m. (California time) on July 14,
2017, unless the Definitive Agreements are executed and delivered
on or prior thereto.

 


We are
pleased to have the opportunity to work with you in connection with
this important financing.


 

 


Sincerely
yours,

 


	
 

	

"PURCHASER"


BISON
CAPITAL PARTNERS V, L.P., a Delaware limited
partnership


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner


 

 


By:            /s/
Douglas B. Trussler 


Name:                      Douglas
B. Trussler


Title:                      Managing
Member







 


 


[remainder of page
intentionally left blank]




 


501062630v4









GFN Asia Pacific Holdings PTY Ltd


GFN
Asia Pacific Finance PTY Ltd


July
11, 2017


 


 


 






 


	
 

	

 


Agreed
and Accepted


this
11th day
of July, 2017


 


 


	
 

	

"GFN"


GENERAL
FINANCE CORPORATION


By:            /s/
Ronald F.
Valenta                                                                            


Name:                      
Ronald F. Valenta


Title:
Chief Executive Officer


	
 

	
 


	
 

	

"GFN
(US)"


GFN
U.S. AUSTRALASIA HOLDINGS, INC.


By:                       /s/
Charles E. Barrantes 


Name:                      
Charles E. Barrantes


Title:                      Chief
Financial Officer


	
 

	
 


	
 

	
 


	
 

	

 “HOLDINGS”


GFN
ASIA PACIFIC HOLDINGS PTY LTD.


By:            /s/
Charles E. Barrantes 


Name:                      
Charles E. Barrantes


Title:                      Director


By:            /s/
Christopher A.
Wilson                                                                            


Name:                       
Christopher A. Wilson


Title:                       
Director / Company Secretary


	
 

	
 


	
 

	
 


	
 

	

“FINANCE”


 

 


GFN
ASIA PACIFIC FINANCE PTY LTD.


By:            /s/
Charles E. Barrantes 


Name:                      
Charles E. Barrantes


Title:                      Director


By:            /s/
Christopher A.
Wilson                                                                            


Name:                       
Christopher A. Wilson


Title:                       
Director / Company Secretary


	
 

	
 







 

 


 




501062630v4









GFN Asia Pacific Holdings PTY Ltd


GFN
Asia Pacific Finance PTY Ltd


July
11, 2017


 


 


 






ANNEX
“A”

 


Bison
Draft Agreements

 


 

 




501062630v4








 





 



EXECUTION VERSION

 

 


SECURITIES
PURCHASE AGREEMENT

 


by and
among

 


BISON
CAPITAL PARTNERS V, L.P.,

 


 

 


GENERAL
FINANCE CORPORATION,

 


GFN
U.S. AUSTRALASIA HOLDINGS, INC.,

 


GFN
ASIA PACIFIC HOLDINGS PTY LTD.,

 


GFN
ASIA PACIFIC FINANCE PTY LTD.,

 


 

 


and

 


The
Other Parties Named Herein

 


	
   
          
   


	
 


US$26,000,000
Principal Amount


Secured
Senior Convertible Promissory Note

 


US$54,000,000
Principal Amount



Secured Senior Promissory Note






	
 






 


Dated
as of July 12, 2017

 


 




	

SMRH:483440422.2

	
 

	
 







 








 







TABLE OF CONTENTS

 


  Page

 

 



1. 

DEFINITIONS;
DETERMINATIONS. 1







1.1 

Definitions 1







1.2 

Independence of
Covenants 17





 



2. 

PURCHASE AND SALE OF
SECURITIES. 17







2.1 

Purchase of the
Notes 17







2.2 

Closing 17







2.3 

Use
of Proceeds 18





 



3. 

REPRESENTATIONS AND WARRANTIES OF
THE COMPANY. 18







3.1 

Organization and Good
Standing 18







3.2 

Subsidiaries 18







3.3 

Qualification 18







3.4 

Authorization; Binding
Obligations 18







3.5 

No
Violation; Existing Defaults; Senior
Indebtedness 19







3.6 

Governmental and Other Third
Party Consents 20







3.7 

Capitalization 20







3.8 

Financial
Statements 21







3.9 

Transactions with
Affiliates 21







3.10 

Environmental
Compliance 21







3.11 

Existing Indebtedness; Liens;
Investments; Etc. 22







3.12 

Certain
Changes 23







3.13 

Material
Contracts 24







3.14 

Employee Benefit
Plans 24







3.15 

Labor
Matters 24







3.16 

Reserved 24







3.17 

Taxes 24







3.18 

Litigation 26







3.19 

Governmental Regulation; Margin
Stock 26







3.20 

Compliance with Laws; Licenses
and Permits 26







3.21 

Title to Properties and Assets;
Liens 27







3.22 

Intellectual
Property 27







3.23 

Brokers; Certain
Expenses 28







3.24 

Powers of
Attorney 28







3.25 

Insurance 28







3.26 

Books and
Records 28







3.27 

Solvency 29







3.28 

Investment
Company 29







3.29 

Deutsche Bank, ANZ and CBA
Indebtedness 29







3.30 

Certain Business
Practices 29







3.31 

Depository and Other
Accounts 29







3.32 

Listing of Capital
Stock 29







3.33 

Disclosure 30







3.34 

Indenture 1





 



4. 

REPRESENTATIONS AND WARRANTIES OF
GFN. 30







4.1 

Organization and Good
Standing 30







4.2 

Authorization; Binding
Obligations 30







4.3 

No
Violation; Existing Defaults; Senior
Indebtedness 30







4.4 

Validity and Issuance of Common
Stock 31







4.5 

Subsidiaries 31







4.6 

Governmental and Other
Third-Party Consents 32







4.7 

Certain
Changes 32







4.8 

No
Undisclosed Liabilities 32







4.9 

Litigation 32







4.10 

Brokers; Certain
Expenses 32







4.11 

GFN
SEC Documents 33







4.12 

Disclosure 33





 



5. 

REPRESENTATIONS AND WARRANTIES OF
GFN (US) 33







5.1 

Organization and Good
Standing 33







5.2 

Authorization; Binding
Obligations 33







5.3 

No
Violation; Existing Defaults 34





 



6. 

REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER. 34







6.1 

Organization and Good
Standing 34







6.2 

Authorization 34







6.3 

Due
Execution and Delivery; Binding
Obligations 34







6.4 

No
Violation 35







6.5 

Investment
Intent 35







6.6 

Accredited Investor
Status 35







6.7 

Purchaser
Consents 35







6.8 

Brokers 35





 



7. 

CONDITIONS TO THE OBLIGATIONS OF
THE PURCHASER. 35







7.1 

Representations and Warranties;
No Default 36







7.2 

Closing and Other
Fees 36







7.3 

Purchase Permitted By Applicable
Laws 36







7.4 

No
Material Adverse Changes 36







7.5 

No
Injunction or Order 36







7.6 

Opinion of
Counsel 37







7.7 

Delivery of Certain Closing
Documents 37







7.8 

Additional
Documents 37







7.9 

Delivery of Corporate Documents
of the Company 38







7.10 

Delivery of Subsidiary Corporate
Documents 38







7.11 

Delivery of GFN and GFN (US)
Corporate Documents 38







7.12 

Repayment of Existing
Indebtedness and Termination of Liens 39







7.13 

Insurance 39







7.14 

Third Party
Consents 39







7.15 

Use
of Proceeds 39







7.16 

No
Cease Trade Orders 40







7.17 

Documents in Satisfactory
Form 40







7.18 

Off-Market Takeover
Bid 40







7.19 

Transfer of Capital
Stock/Delivery of Shares and Stock Transfer
Forms 40





 



8. 

CONDITIONS TO THE OBLIGATIONS OF
THE COMPANY GROUP. 41







8.1 

Representations and
Warranties 41







8.2 

Purchase Permitted By Applicable
Laws 41







8.3 

No
Material Judgment or Order 41







8.4 

Payment for the
Securities 41





 



9. 

AFFIRMATIVE
COVENANTS. 41







9.1 

Payments with Respect to the
Notes 42







9.2 

Information
Covenants 42







9.3 

Performance of Related
Agreements 45







9.4 

Legal Existence; Compliance with
Laws 45







9.5 

Books, Records and
Inspections 46







9.6 

Insurance 46







9.7 

Taxes 47







9.8 

Communication with
Accountants 47







9.9 

ERISA 47







9.10 

Exchange Act
Compliance 47







9.11 

Additional Guarantors and
Pledgors 48







9.12 

Consents, Waivers and
Amendments 48







9.13 

Intercreditor
Agreements 48







9.14 

Additional Tax
Matters 48







9.15 

U.S.A. Patriot Act
Information 49







9.16 

Further
Assurances 49







9.17 

Notification of Certain
Matters 49







9.18 

Board
Observer 50







9.19 

PPS
Act Undertakings 50







9.20 

Minimum Return on Convertible
Notes 50







9.21 

Delivery of Stock Certificates
and Stock Transfer Forms 51







9.22 

Compulsory Bid and Other
Requirements. 51





 



10. 

NEGATIVE
COVENANTS. 51







10.1 

Limitations on
Indebtedness 52







10.2 

Limitations on
Liens 52







10.3 

Limitations on Investments in
Capital Stock 52







10.4 

Limitation on Restricted
Payments 52







10.5 

Subsidiaries; Changes in
Business 53







10.6 

Acquisitions 53







10.7 

Limitations on Transactions with
Affiliates 53







10.8 

Limitations on Sale-Leaseback
Arrangements 53







10.9 

Restrictions on Fundamental
Changes 53







10.10 

Agreements Affecting Capital
Stock 54







10.11 

No
Issuances of Equity Rights 54







10.12 

Payment Restrictions Affecting
Certain Subsidiaries 54







10.13 

No
Commitment or Agreement 54







10.14 

No
New Loans and Advances 54







10.15 

Financial
Covenants 54





 



11. 

INDEMNIFICATION. 56







11.1 

Transfer
Taxes 56







11.2 

Losses 56







11.3 

Indemnification
Procedures 57







11.4 

Contribution 58







11.5 

Costs of
Collection 58





 



12. 

DEFAULTS AND
REMEDIES. 59







12.1 

Events of
Default 59







12.2 

Acceleration 62







12.3 

Other
Remedies 63







12.4 

Waiver of Past
Defaults 64





 



13. 

TERMINATION. 64







13.1 

Termination 64







13.2 

Effect of
Termination 65





 



14. 

CONVERSION
RIGHT. 66







14.1 

Right to
Convert 66







14.2 

Reservation of Common Shares;
Covenant 66





 



15. 

MISCELLANEOUS 66







15.1 

Consent to Amendments;
Waivers 66







15.2 

Survival of Representations and
Warranties; Purchaser Investigation 66







15.3 

Entire
Agreement 67







15.4 

Successors and Assigns;
Assignments 67







15.5 

Severability 67







15.6 

Notices 67







15.7 

Accounting Terms and
Computations 69







15.8 

Descriptive Headings;
Construction and Interpretation 69







15.9 

Counterparts 69







15.10 

Fees
and Expenses 69







15.11 

Governing
Law 69







15.12 

Consent to Jurisdiction and
Venue; Waiver of Jury Trial70







15.13 

Arbitration 71







15.14 

Federal Anti-Money Laundering
Law 73







15.15 

Time
of the Essence 73







15.16 

Press
Release 73







15.17 

Limitation on
Liability 73







15.18 

Co-Issuers 74







15.19 

Suretyship and Guarantor
Waivers 74







15.20 

Proprietary
Information. 76





 


 


 




	

SMRH:483440422.2

	
 

	
 







 








 






EXHIBITS

 


	

A


 

	

Convertible
Note


 


	

B


 

	

Senior
Note


 


	

C


 

	

[Reserved]


 


	

D


 

	

Additional
Australian Agreement


 


	

E


 

	

Board
Observer Agreement


 


	

F


 

	

Guaranty


 


	

G


 

	

Pledge
Agreement


 


	

H


 

	

Registration
Rights Agreement


 


	

I


 

	

Bidder’s
Statement


 


	

J


 

	

Bid
Implementation Agreement


 


	

K


 

	

CHESS
Agreement


 


	

L


 

	

Compliance
Certificate


 


	

M


 

	

Form of
Charter Amendment


 


	

N


 

	

Deutsche
Bank Commitment Letter


 


	

O


 

	

Syndicated
Facility Agreement


 







 

 


 

 

 


DISCLOSURE
SCHEDULES

 


See
attached


 




	

SMRH:483440422.2

	
 

	
 







 








 






THIS
SECURITIES PURCHASE AGREEMENT is entered into as of July 12, 2017
(this "Agreement"),
by and among BISON CAPITAL PARTNERS V, L.P., a Delaware limited
partnership (the "Purchaser"), on the one hand,
and GENERAL FINANCE CORPORATION, a Delaware corporation
("GFN"), GFN ASIA
PACIFIC HOLDINGS PTY LTD., an Australian corporation (the
“Company” or
“Holdings”), GFN ASIA
PACIFIC FINANCE PTY LTD., an Australian corporation
(“Finance”), and GFN U.S.
AUSTRALASIA HOLDINGS, INC., a Delaware corporation
(“GFN
(US)”), on the other hand.

 


R E C I T A L S

 


A.           The
Issuers desire to issue and sell to the Purchaser, and the
Purchaser desires to purchase from the Issuers, on the terms and
subject to the conditions set forth herein, (a) a Secured Senior
Convertible Promissory Note in the aggregate principal amount of
US$26,000,000 in substantially the form attached hereto as
Exhibit A (the
“Convertible
Note”), and (b) a Secured Senior Promissory Note in
the aggregate principal amount of US$54,000,000 in substantially
the form attached hereto as Exhibit B (the
“Senior
Note” and together with the Convertible Note, the
“Notes”).

 


B.           As
an inducement to the Purchaser to purchase the Notes being sold by
the Issuers hereunder, (a) Guarantors and Additional Guarantors are
providing a Guarantee of the Notes as set forth in the attached
Guaranty and Additional Australian Agreement, (b) GFN, as the
issuer of Common Stock (defined below) upon any conversion of the
Convertible Note, is a party hereto and will be a party to the
Convertible Note, and (c) the Pledgors and Additional Pledgors will
pledge certain shares and equity securities as security for the
obligations under the Notes as provided in each Pledge Agreement
and each Additional Australian Agreement.

 

 


A G R E
E M E N T

 


In
consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, on the terms and
subject to the conditions set forth in this Agreement, the parties
agree as follows:

 

1. DEFINITIONS;
DETERMINATIONS.

 

1.1 Definitions

 


. For
the purpose of this Agreement, the following capitalized terms
shall have the meanings set forth below (unless otherwise
specified, the plural shall mean the singular and vice
versa):

 


“100% Acquisition State”
means that the Company and GFN (US) together hold all Relevant
Interests in all of the Capital Stock in Royal Wolf
Holdings.


 


“100% Acquisition State
Date” means the day that the 100% Acquisition State is
first met.


 


“100% Acquisition State
Failure” has the meaning set forth in Section 9.21.

 


“AAA” shall have the
meaning set forth in Section 15.13(a).

 


“Additional Guarantors”
shall mean GFN (US), Holdings and Finance and any other Person
that is or becomes obligated under an Additional Australian
Agreement.

 


“Additional Pledgors”
shall mean GFN (US), Holdings, and, following completion of the
Bid, Finance.

 


“Additional Australian
Agreement” means each Australian law governed general
security deed in substantially the form(s) attached hereto as
Exhibit D as the
same may be amended, restated, supplemented, modified, renewed,
refinanced or restructured from time to time.

 


"Affiliate" shall mean, when
used with reference to any specified Person, (i) any other
Person that, directly or indirectly, owns or controls, or has the
right to acquire, whether beneficially or of record, or as a
trustee, guardian or other fiduciary (other than a commercial bank
or trust company), 25% or more of the Capital Stock of such
specified Person having ordinary voting power in the election of
directors of such specified Person, (ii) any other Person
that, directly or indirectly, controls, is controlled by, is under
direct or indirect common control with or is included in the
Immediate Family of, such specified Person or any Affiliate of such
specified Person, and (iii) any executive officer, director,
joint venturer, partner or member of such specified Person or any
Person included in the Immediate Family of any of the foregoing.
For the purposes of this definition, "control", when used with
respect to any specified Person, shall mean the power to direct or
cause the direction of management or policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative of the foregoing.
Notwithstanding the foregoing, for the purposes of this Agreement
and the Related Agreements, neither the Purchaser nor any of its
Affiliates, officers, directors, partners or employees shall be
deemed to be Affiliates of any member of the Company Group or of
any Affiliate of any member of the Company Group.

 


"Agreement" shall mean this
Agreement, including the Exhibits and Schedules, in each case as
amended, supplemented or otherwise modified from time to
time.

 


“Ancillary Agreement”
shall mean any agreement, deed or legal instrument that is entered
into under or pursuant to the terms of the Security Trust Deed, the
Australian General Security Deed or the NZ General Security Deed,
any document or agreement that amends, supplements, replaces or
novates any of the foregoing and any document that is designated as
a “Security Document” in writing by the Security
Trustee and Royal Wolf Holdings.

 


"ANZ" shall mean Australia and
New Zealand Banking Group Limited
(ABN 11 005 357 522).

 


"ANZ Bank NZ" shall mean ANZ
Bank New Zealand Limited (NZCN 35976).

 


"ANZ Credit Documents" shall
mean (i) the ANZ Multicurrency Facility Agreement dated May 8,
2014, as amended by that certain amendment to the ANZ Multicurrency
Facility Agreement dated June 30, 2015, and among Royal Wolf
Trading and Royalwolf Trading NA (as Initial Borrowers), each party
listed in Schedule 1 thereto (as a Guarantor and Obligor), and each
of the ANZ Entities (each as Financiers), as amended by that
certain Second Variation Deed dated December 15, 2016, and (ii) the
Royal Wolf Common Terms Deed Poll dated May 7, 2014, as amended by
that certain amendment to the Royal Wolf Common Terms Deed Poll
dated June 30, 2015, as amended by that certain amendment to the
Royal Wolf Common Terms Deed Poll dated December 15, 2016, and
given by Royal Wolf Trading and Royalwolf Trading NZ (as Initial
Borrowers) and each party listed in Schedule 2 (as an Initial
Guarantor) in favor of each Finance Party named therein; in each
case as such documents may be amended, restated, supplemented,
modified, renewed, refinanced or restructured (in the case of the
ANZ Multicurrency Facility Agreement, solely with any ANZ Entity)
from time to time.

 


"ANZ Entities" shall mean ANZ
and ANZ Bank NZ.

 


"Applicable Laws" shall mean
(i) the applicable provisions of all constitutions, treaties,
statutes, laws, rules, regulations and ordinances of any
Governmental Authority, (ii) any Consents of any Governmental
Authority and (iii) any orders, decisions, rulings, judgments
or decrees of any Governmental Authority.

 


“Arbitrator” shall have
the meaning specified in Section 15.13(b).

 


"Assignee" shall have the
meaning set forth in Section 15.4.

 


"Australian Dispute" shall have
the meaning set forth in Section 15.12(e).

 


"Australian Dollars" or
"AU$" shall mean
the lawful money of the Commonwealth of Australia.

 


“Australian General Security Trust
Deed” shall mean that certain Australian General
Security Deed dated on or about the Effective Date among Royal Wolf
Holdings, Royal Wolf Trading, Royal Wolf Kookaburra and the
Security Trustee.

 


“Authorization” means any
authorization, consent, registration, filing, agreement,
notarization, certificate, license, approval, permit, authority or
exemption from, by or with a Governmental Authority or required by
law including, without limitation, any planning approval and any
consent or authorization regarded as given by a Governmental
Authority due to the expiration of the period specified by a
statute within which the Governmental Authority should have acted
if it wished to proscribe or limit anything already lodged,
registered or notified under that statute.

 


"Bankruptcy Law" shall mean
Title 11 of the United States Code (11 U.S.C. Section 101
et seq.) or any similar federal or state law for the relief of
debtors, as amended from time to time.

 


"Bidder's Statement" shall have
the meaning set forth in Section 7.18.

 


"Board" or "Board of Directors" shall mean,
with respect to any Person, the board of directors (or similar
governing body) of such Person.

 


“Board Observer Agreement”
in substantially the form attached hereto as Exhibit E as the same may
be amended, restated, supplemented, modified, renewed, refinanced
or restructured from time to time.

 


"Business Day" shall mean any
day except Saturday, Sunday and any day which either is a legal
holiday under the laws of the State of California or is a day on
which banking institutions located in such state are authorized or
obligated to close.

 


“Buy Out Letter Costs”
shall have the meaning specified in Section
11.2(a)(iv).

 


"Capital Expenditures" shall
mean, with respect to a Person, with respect to any period, the
aggregate of all expenditures (whether paid in cash or accrued) of
such Person and its Subsidiaries made during such period, including
all Capital Lease Obligations, for property, plant and equipment
(other than repairs), other fixed assets and improvements, or for
replacements, substitutions or additions thereto, that are required
to be capitalized on the consolidated balance sheet of such Person
and its Subsidiaries in accordance with GAAP (if such Person is a
U.S. entity) or IFRS (if such Person is not a U.S.
entity).

 


"CapEx Cap" shall have the
meaning set forth in Section 10.15(a).

 


"CapEx Roll Amount" shall have
the meaning set forth in Section 10.15(a).

 


"Capital Expenditure Deficiency"
shall have the meaning set forth in Section 10.15(a).

 


"Capital Lease Obligations"
shall mean, with respect to a Person, any obligations of such
Person and its Subsidiaries under all leases of real or personal
property that are required to be recorded as a capitalized lease on
the consolidated balance sheet of such Person and its Subsidiaries
in accordance with GAAP (if such Person is a U.S. entity) or IFRS
(if such Person is not a U.S. entity).

 


"Capital Stock" shall mean, with
respect to any Person, (i) if such Person is a corporation,
any and all shares of capital stock or other equity interests of
such Person, (ii) if such Person is a limited liability
company, any and all membership interests or other equity
interests, or (iii) if such Person is a partnership or other
entity, any and all partnership interests or other equity
interests.

 


"CBA" means Commonwealth Bank of
Australia (ABN 48 123 123 124).

 


"CBA Credit Documents" shall
mean (i) the CBA Multicurrency Facility Agreement dated May 8,
2014, as amended by that certain amendment to the CBA Multicurrency
Facility Agreement dated June 30, 2015, and among Royal Wolf
Trading and Royalwolf Trading NZ (as Initial Borrowers), each
party listed in Schedule 1 thereto (as a Guarantor and Obligor),
and CBA (as Financier), and as amended by that certain Second
Variation Deed dated December 15, 2016, and (ii) the Royal Wolf
Common Terms Deed Poll dated May 7, 2014, as amended by that
certain amendment to the Royal Wolf Common Terms Deed Poll dated
June 30, 2015 and as amended by that certain amendment to the Royal
Wolf Common Terms Deed Poll dated December 15, 2016, and given
by Royal Wolf Trading and Royalwolf Trading NZ (as Initial
Borrowers) and each party listed in Schedule 2 thereof (as an
Initial Guarantor) in favor of each Finance Party named therein; in
each case as such documents may be amended, restated, supplemented,
modified, renewed, refinanced or restructured (in the case of the
CBA Multicurrency Facility Agreement, solely with CBA) from time to
time.

 


"Change in Control" shall have
the meaning set forth in Section 5 of the Notes.

 


“CHESS Agreement” shall
have the meaning specified in Section 7.19.

 


"Closing" shall have the meaning
specified in Section 2.2.

 


"Closing Date" shall have the
meaning specified in Section 2.2.

 


“Closing Fee” shall have
the meaning specified in Section 7.2.

 


"Code" shall have the meaning
specified in Section 3.17(c).

 


“Co-Issuer” and
“Co-Issuers” shall have
the meanings specified in Section 15.18.

 


"Collateral" shall mean the
collateral under the Collateral Documents, however
defined.

 


"Collateral Documents" shall
mean, collectively, the Pledge Agreements, the Additional
Australian Agreements, the CHESS Agreements, and all other
agreements, instruments and documents delivered from time to time
in connection therewith or otherwise to secure the Obligations to
the Purchaser or any other obligations of the Company Group under
this Agreement, the Notes or any other Related Agreement, in each
case as amended, restated, supplemented or otherwise modified from
time to time.

 


"Common Stock" shall mean the
common stock, $0.0001 par value per share, of GFN.

 


"Company" shall have the meaning
set forth in the preamble.

 

 


“Company Group” means GFN,
GFN (US), Holdings, Finance, the Guarantors, and the Additional
Guarantors.

 


"Compliance Certificate" shall
have the meaning set forth in Section 9.2(k).

 


"Consent" shall mean any
consent, approval, authorization, waiver, permit, grant, franchise,
license, exemption or order of, any registration, certificate,
qualification, declaration or filing with, or any notice to, any
Person, including, without limitation, any Governmental
Authority.

 

 


"Contingent Obligations" shall
mean, with respect to any Person, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) with
respect to any Indebtedness or other obligation of another Person,
including, without limitation, any direct or indirect Guarantee of
such Indebtedness (other than any endorsement for collection or
deposit in the ordinary course of business) or any other direct or
indirect obligation, by agreement or otherwise, to purchase or
repurchase any such Indebtedness or obligation or any security
therefor, or to provide funds for the payment or discharge of any
such Indebtedness or obligation (whether in the form of loans,
advances, stock purchases, capital contributions, dividends or
otherwise), letters of credit and reimbursement obligations for
letters of credit, (ii) to provide funds to maintain the
financial condition of any other Person, or (iii) otherwise to
indemnify or hold harmless the holders of indebtedness or other
obligations of another Person against loss in respect
thereof.

 


“Conversion Right” shall
have the meaning specified in Section 14.1.

 


“Convertible Note” shall
have meaning set forth in the first recital of this
Agreement.

 


"Convertible Securities" shall
mean, with respect to a Person, any securities or other obligations
issued or issuable by such Person that are exercisable or
exchangeable for, or convertible into, any Capital Stock of such
Person.

 


"Corporations Act" means the
Corporations Act 2001 (Cth)
and any regulations (including the Corporations Regulations 2001 (Cth)) in
force under that Act from time to time;

 


"Covered Business" shall mean
the sale and lease of portable storage containers, portable
container buildings and freight containers, as such Covered
Business may from time to time change with the consent of the
Purchaser.

 


“Covered Claims” shall
have the meaning specified in Section 15.13.

 


"Credit Suisse" shall mean
Credit Suisse, AG, Singapore Branch.

 


"Credit Suisse Credit Documents"
shall mean (i) the Second Amendment and Restatement Agreement dated
June 12, 2017 among GFN, GFN (US) and Credit Suisse, (ii) the Deed
of Mortgage of Securities dated March 31, 2014 by GFN (US) in favor
of Credit Suisse, (iii) the CHESS Sponsorship Deed dated March 31,
2014 among GFN (US), Credit Suisse and Credit Suisse Equities
(Australia) Limited, (iv) the Charge Over Collection Account dated
March 31, 2014 by GFN (US) in favor of Credit Suisse and (v) the
Charge Over Interest Reserve Account dated March 31, 2014 by GFN in
favor of Credit Suisse.

 


"Custodian" shall mean any
receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.

 


“DB Side Letter” means
that certain Project Coming Home – Royal Wolf Holdings
Limited – Buy-Out Letter agreement between Purchaser and
Deutsche Bank AG, Sydney Branch, dated as of July 11,
2017.

 


"Default" shall mean any event
or condition which, with the giving of notice or the lapse of time
or both, would become an Event of Default.

 


"Deutsche Bank" shall mean
Deutsche Bank AG, Sydney Branch.

 


"Deutsche Bank Credit Documents"
shall mean (i) the Syndicated Facility Agreement dated on or about
the Effective Date among the Deutsche Bank Loan Parties, the
Deutsche Bank Lenders and the Security Trustee, (ii) the Security
Trust Deed, (iii) the Australian General Security Deed, (iv) the NZ
General Security Deed, (v) any Ancillary Agreement, (vi) any
Hedging Agreement (as defined in the Security Trust Deed), (vii)
any letter dated on or about the Effective Date between Royal Wolf
Holdings and any of Deutsche Bank, the agent under the Syndicated
Facility Agreement or the Security Trustee describing the fees to
be paid by the Company pursuant to the Syndicated Facility
Agreement, (viii) each accession letter, resignation letter and
compliance certificate delivered pursuant to the Syndicated
Facility Agreement, (ix) any agreement, deed or legal
instrument that is entered into under or pursuant to the terms of
any of the foregoing, (x) any document or agreement that amends,
supplements, replaces or novates any of the foregoing; and (xi) any
document that is designated as a “Finance Document” in
writing by the Agent and the Company.

 


"Deutsche Bank Indebtedness"
shall mean Indebtedness of Royal Wolf Holdings and its Subsidiaries
owed to the Deutsche Bank Lenders under the Deutsche Bank Credit
Documents.

 


“Deutsche Bank Lenders”
shall mean Deutsche Bank, any Person who is an “Original
Lender” under to the Syndicated Facility Agreement and any
Person who becomes a “Lender” pursuant to the
Syndicated Facility Agreement.

 


"Deutsche Bank Liens" shall mean
Liens created pursuant to the Deutsche Bank Credit Documents in
favor of the Deutsche Bank Lenders that shall not include any Lien
upon any Capital Stock of Royal Wolf Holdings or any Capital Stock
of any entity of which Royal Wolf Holdings is a
Subsidiary.

 


“Deutsche Bank Loan
Parties” shall mean Royal Wolf Trading, Royalwolf
Trading NZ, Royal Wolf Holdings, Royal Wolf Kookaburra, Royalwolf
NZ Acquisition Co. Limited and other Person who becomes a party to
the Deutsche Bank Credit Documents that shall not include any
entity of which Royal Wolf Holdings is a Subsidiary.

 


"Disclosure Schedules" shall
mean the schedules delivered to Purchaser as of the date of this
Agreement setting forth specific exceptions to the representations
and warranties of the Company Group.

 


"EBITDA" shall mean earnings
before interest, taxes, depreciation and amortization.

 


“Effective Date” shall
have the meaning specified in the introductory paragraph of this
Agreement.

 


"Enterprise Value" shall have
the meaning specified in Section 10.6.

 


"Equity Rights" shall mean, with
respect to a Person, any warrants, options or other rights to
subscribe for or purchase, or obligations to issue, any Capital
Stock of such Person, or any Convertible Securities, or any stock
appreciation rights, including, without limitation, any options or
similar rights issued or issuable under any employee stock option
plan, pension plan or other employee benefit plan of such
Person.

 


"ERISA" shall mean the Employee
Retirement Income Security Act of 1974.

 


"Event of Default" shall have
the meaning specified in Section 12.1.

 


"Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as the same shall be in effect
at the time.

 


"Existing Bank Indebtedness"
shall mean the Indebtedness of Royal Wolf Holdings and its
Subsidiaries under the ANZ Credit Documents and the CBA Credit
Documents as set forth on Schedule 3.11(a).

 


"Existing Indebtedness" shall
mean Existing Bank Indebtedness and Existing Other
Indebtedness.

 


"Existing Liens" shall mean the
Liens of ANZ and Commonwealth to which the assets of Royal Wolf
Holdings and its Subsidiaries are subject under the ANZ Credit
Documents and Commonwealth Credit documents as described on
Schedule
3.11(a)(i).

 


"Existing Other Indebtedness"
shall mean the Indebtedness (other than Existing Bank Indebtedness)
set forth on Schedule 3.11(a).

 


"Expense Advances" shall have
the meaning set forth in Section 10.14.

 


"Facilities" shall have the
meaning set forth in Section 3.10.

 


"Financial Statements" shall
have the meaning specified in Section 4.11.

 


"GAAP" shall mean United States
generally accepted accounting principles and practices set forth in
the statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting
profession, all as in effect on the date hereof, applied on a basis
consistent with prior periods.

 


"GFN" shall have the meaning set
forth in the preamble.

 


"GFN Financial Statements" shall
have the meaning set forth in Section 3.8.

 


"GFN Related Entity" shall mean
any Subsidiary of GFN other than a GFN (US) Entity.

 


"GFN SEC Documents" shall mean
all registration statements, prospectuses, reports, schedules,
forms, statements and other documents (including all exhibits,
schedules and other information included or incorporated by
reference therein) filed by GFN on or prior to the date hereof and,
after the date hereof, filed by GFN prior to and after the Closing,
with the SEC under the Securities Act, the Exchange Act or the
rules and regulations promulgated thereunder.

 


“GFN Termination Date”
shall have the meaning specified in Section
13.1(c)(ii).

 


"GFN (US)" shall have the
meaning set forth in the preamble.

 


"GFN (US) Entity" shall mean GFN
(US) and any of its Subsidiaries.

 


"Governmental Authority" shall
mean any nation or government, and any state or political
subdivision thereof, any government department, any entity
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, any court,
tribunal or arbitrator(s) of competent jurisdiction, any
self-regulatory organization, any governmental, semi-governmental,
regulatory or judicial entity or authority, or any person (whether
autonomous or not) who is charged with the administration of a
law.

 


"Guarantee" shall mean, with
respect to any Person, (i) any guarantee (other than by
endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, of any
indebtedness or other obligation of any other Person and
(ii) any agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way
the payment or performance (or payment of damages in the event of
non-performance) of any indebtedness or other obligation of such
other Person, including, without limitation, any indemnification
agreement, warranty and agreement to pay amounts drawn down by
letters of credit. The amount of a Guarantee shall be deemed to be
the maximum amount of the obligation guaranteed for which the
guarantor could be held liable under such Guarantee.

 


"Guarantors" shall mean GFN (US)
and any other Person that is or becomes a "Guarantor" under the
Guaranty.

 


"Guaranty" shall mean the
Guaranty dated as of the Closing Date, by the Guarantors, in
substantially the form(s) attached hereto as Exhibit F, as the same may be
amended, restated, supplemented, modified, renewed, refinanced or
restructured from time to time.

 


"Holder" shall mean any Person
(including, without limitation, the Purchaser) in whose name a Note
is registered in the register maintained pursuant to
Section 11 of the Notes.

 


"IFRS" shall mean the accounting
standards developed by the International Accounting Standards Board
or in such other statements by such other entity as may be approved
by a significant segment of the accounting profession, all as in
effect on the date hereof, applied on a basis consistent with prior
periods.

 


"Immediate Family" of a Person
includes such Person's spouse, and the parents, children and
siblings of such Person or his or her spouse and their spouses and
other Persons related to the foregoing by blood, adoption or
marriage within the second degree of kinship.

 


"Indebtedness" shall mean, with
respect to a Person, without duplication, (i) any indebtedness
or obligations, contingent or otherwise, for borrowed money;
(ii) all obligations evidenced by bonds, notes, debentures or
similar instruments other than trade payables for the purchase of
property or services in the ordinary course of business that have
been converted into notes; (iii) all Capital Lease
Obligations; (iv) all Contingent Obligations of such Person
and its Subsidiaries, whether for letters of credit or bankers'
acceptances or otherwise; (v) all obligations under facilities
for the discount or sale of receivables; (vi) the maximum
fixed repurchase price of any redeemable stock of such Person and
its Subsidiaries; (vii) all obligations secured by a Lien other
than a Permitted Lien to which any property or assets owned by the
GFN (US) or any of its Subsidiaries is subject, whether or not the
obligations secured thereby have been assumed by GFN (US) or any
such Subsidiaries; (viii) all obligations to pay the deferred
purchase price of a company or business; and (ix) all
Guarantees of items which would be included within this definition
(regardless of whether such items would appear upon such balance
sheet).

 


"Indemnified Parties" shall have
the meaning specified in Section 11.2(a).

 


"Indemnifying Parties" shall
have the meaning specified in Section 11.2(a).

 


"Indenture" shall mean the First
Supplemental Indenture dated as of June 18, 2014 among GFN and
Wells Fargo Bank, National Association.

 


"Intellectual Property" shall
mean all intellectual property, including, without limitation,
(i) patents, patent registrations, patent applications, patent
disclosures and any related continuation, continuation-in-part,
divisional, reissue, reexamination, utility, model and certificate
of invention; (ii) trademarks, service marks, trade dress,
logos, trade names, domain names and corporate names, and any
registrations and applications for registration thereof;
(iii) copyrights and registrations and applications for
copyrights, including, without limitation, any proprietary scoring
and underwriting model; (iv) computer software, data and
documentation; (v) trade secrets, know-how, processes and
techniques, research and development, works, financial, marketing
and business data, pricing and cost information, business and
marketing plans, customer and supplier lists and any other
confidential information; (vi) all proprietary rights relating
to any of the foregoing; and (vii) copies and tangible
embodiments thereof.

 


"Intercreditor Agreement" shall
mean any existing or future intercreditor agreement, whether now
existing or hereafter entered into, made by a Subordinated Lender
in favor of the Purchaser that expressly provides that such
Subordinated Lender's Subordinated Indebtedness is subordinate in
right of payment or rights upon liquidation to any Obligations to
the Purchaser, in each case, as such Intercreditor Agreement may be
amended, supplemented or otherwise modified from time to time in
accordance with this Agreement. Any new Intercreditor Agreement
must be in such form as agreed by Purchaser.

 


"Investments" shall mean, as
applied to any Person, (i) any direct or indirect acquisition
by such Person of any Capital Stock of any other Person, or all or
any substantial part of the business or assets of such other
Person, and (ii) any direct or indirect loan, advance or
capital contribution by such Person to any other Person (including,
without limitation, any Affiliate, officer, director or employee of
any member of the Company Group).

 


"Issuers" shall mean Holdings
and Finance.

 


"Knowledge of the Company" shall
mean the actual knowledge, after reasonable inquiry, of Ronald F.
Valenta, Charles E. Barrantes, Christopher A. Wilson, and Neil
Littlewood; provided, that reasonable
inquiry shall mean the inquiry that should have been made by a
reasonably prudent person with the same position in GFN or any of
its Subsidiaries.

 


"Licenses and Permits" shall
mean, with respect to a Person, collectively, all licenses,
franchises, permits, consents, approvals, registrations,
certificates and authorizations of all Governmental Authorities
necessary to the conduct of the businesses of such Person and its
Subsidiaries, including, without limitation, all licenses issued or
issuable under the finance laws in each jurisdiction in which the
activities of such Person and its Subsidiaries, respectively, would
require such licensing, licenses required for the sale or brokerage
of insurance products, compliance with all bonding requirements of
any Governmental Authority and any licenses, franchises, permits,
consents, approvals, registrations, certificates and authorizations
required to be held to comply with or obtain exemptions from the
usury laws of any state.

 


"Lien" shall mean any lien,
pledge, mortgage, security interest, charge or encumbrance of any
kind (including, without limitation, the interest of a lessor under
a Capital Lease Obligation having substantially the same economic
effect), any agreement to give or refrain from giving any lien,
pledge, mortgage, security interest, charge or other encumbrance of
any kind, any conditional sale or other title retention agreement,
any lease in the nature thereof and the filing of any financing
statement or other similar form of notice under the laws of any
jurisdiction.

 


"Losses" shall have the meaning
specified in Section 11.2(a).

 


"Margin Regulations" shall mean
Regulations T, U and X of the Board of Governors of the
Federal Reserve System, or any successor thereto, as amended from
time to time.

 


"Margin Stock" shall mean
"margin stock" as defined in the Margin Regulations.

 


"Material Adverse Effect" or
"Material Adverse
Change" shall mean, with respect to any Person, a material
adverse effect on or material adverse change in, as the case may
be, (i) the business, assets, financial condition, and
properties of such Person, or (ii) the ability of such Person
to perform its obligations under this Agreement or any Related
Agreement; provided, that the occurrence
of any default, event of default, acceleration of payment, increase
in interest or other payment, late charge or other penalty under
any Indebtedness of GFN or any of its Subsidiaries (including but
not limited to GFN (US) or any Subsidiary thereof) shall constitute
a Material Adverse Effect and a Material Adverse Change with
respect to GFN (US) and its Subsidiaries, individually and taken as
a whole.

 

 


"Material Contracts" shall mean
the following Contracts to which GFN (US) or any Subsidiary of GFN
(US) is a party; provided, that for purposes of
determining whether a Contract meets the following dollar limits,
the obligations of GFN (US) and its Subsidiaries and Affiliates
under such Contract shall be considered cumulatively (including if
such Contract involves GFN (US) or any of its Affiliates as
counterparties to each other): (a) any contract or agreement for
Indebtedness; (b) any employment or similar compensatory contract
or agreement with an executive officer that provides for annual
compensation in excess of $100,000 or requires a payment in excess
of $100,000 in connection with a change in control or termination
of employment by GFN (US) or Subsidiary without cause; (c) any
personal property lease of which GFN (US) or Subsidiary is the
lessee that provides for annual lease payments in excess of
$250,000; (d) any contract or agreement pursuant to which GFN (US)
or any of its Subsidiaries is a lessor, lessee, sublessor,
sublessee, licensor or licensee of real property and the annual
lease or rental payments exceed $250,000; and (e) Contracts
involving payment obligations in excess of $250,000 in any year
other than Contracts evidencing Indebtedness, employment or
compensatory Contracts, real and personal property leases, and
Contracts for the purchase of containers and related goods or
property to be sold, leased or otherwise used in the ordinary
course of business.

 


“Minimum Return” shall
have the meaning specified in Section 9.20.

 


"Nasdaq" shall mean The Nasdaq
Stock Market or any successor stock exchange.

 


“Non-Signatory Action”
shall have the meaning specified in Section 15.13(d).

 


“Note Document” and
“Note
Documents” shall have the meanings specified in
Section
15.19.

 


"Notes" shall have the meaning
set forth in the Recitals to this Agreement.

 


“NZ General Security Deed”
shall mean that certain NZ General Security Deed dated on or about
the Effective Date among Royalwolf NZ, Royalwolf Trading NZ and the
Security Trustee.

 


“Obligated Party” and
“Obligated
Parties” shall have the meanings specified in
Section
15.19.

 


"Obligations to the Purchaser"
shall mean any and all Indebtedness, claims, liabilities or
obligations of any member of the Company Group and any of their
respective Subsidiaries owing to the Purchaser or any Affiliate of
the Purchaser (or any successor, assignee or transferee of the
Purchaser or such Affiliate) under or with respect to this
Agreement, the Notes, the Pledge Agreements, the Additional
Australian Agreements, the Registration Rights Agreement, the
Investor Rights Agreement, the Guaranty, the Collateral Documents
and the other Related Agreements, the Common Stock, and any and all
agreements, instruments or other documents heretofore or hereafter
executed or delivered in connection with any of the foregoing, of
whatever nature, character or description, including, without
limitation, any claims for rescission or other damages under
applicable federal and state securities laws, in each case, whether
due or not due, direct or indirect, joint and/or several, absolute
or contingent, voluntary or involuntary, liquidated or
unliquidated, determined or undetermined, now or hereafter
existing, amended, renewed, extended, exchanged, restated,
refinanced, refunded or restructured, whether or not from time to
time decreased or extinguished and later increased, created or
incurred, whether for principal, interest, premiums, fees, costs,
expenses (including, without limitation, reasonable attorneys'
fees) or other amounts incurred for administration, collection,
enforcement or otherwise, whether or not arising after the
commencement of any proceeding under the Bankruptcy Laws
(including, without limitation, post-petition interest) whether or
not allowed or allowable as a claim in any such proceeding, and
whether or not recovery of any such obligation or liability may be
barred by any statute of limitations or such Indebtedness, claim,
liability or obligation may otherwise be
unenforceable.

 


“Original Lenders” shall
mean Deutsche Bank and each Person who is an “Original
Lender” under the Syndicated Facility Agreement.

 


“Outside Date” shall have
the meaning specified in Section
13.1(b)(ii).

 


"Permitted Expenses" means
payments of up to $4,000,000 in the aggregate in any fiscal year
made by the GFN (US) Entities to GFN and/or a GFN Related Entity
for administrative expenses, overhead charges, support charges and
similar costs and expenses; provided, that if at any time
GFN or a GFN Related Entity acquires or establishes another
business or company, Permitted Expenses in any 12-month period
shall be multiplied by the Reduction Percentage on a prospective
basis. For purposes of the foregoing, the "Reduction Percentage" shall be
that percentage obtained by dividing the revenues of the Covered
Business by the total revenues of GFN (determined on a consolidated
basis in accordance with GAAP); provided, that Permitted
Expenses shall never be less than $500,000 unless prohibited under
the definition of “Restricted Payment” below. Payments
on debt owed to GFN and/or the GFN Related Entities, and dividends
and distributions to the GFN (US) stockholders in respect of their
shareholdings, are not expenses included in Permitted
Expenses.

 


"Permitted Liens" shall
mean:

 

(a) judgment and
attachment Liens in connection with (i) judgments that do not
constitute an Event of Default so long as the judgment creditor has
not succeeded in the foreclosure thereof and reserves have been
established to the extent required by GAAP as in effect at such
time and (ii) litigation and legal proceedings that are being
contested in good faith by appropriate proceedings (or as to which
the Company or any of its Subsidiaries, as the case may be, is
preparing to promptly initiate in appropriate proceedings) so long
as adequate reserves have been established in accordance with GAAP
and so long as such Liens (i.e. the Liens contemplated under this
Subsection (a)) do not encumber assets in an aggregate amount
(together with the amount of any unstayed judgments against the GFN
(US) or any of its Subsidiaries) in excess of $500,000 (which
amount may be increased with the consent of the Purchaser, which
consent shall not be unreasonably withheld);

 

(b) Liens for Taxes,
assessments or other governmental charges or levies on property of
GFN (US) or any of its Subsidiaries if the same shall not at the
time be delinquent or thereafter can be paid without penalty, or
are being contested in good faith by appropriate proceedings, and
Liens for personal property Taxes so long as such Liens do not
secure an amount in excess of $500,000 (which amount may be
increased with the consent of the Purchaser, which consent shall
not be unreasonably withheld);

 

(c) pledges or deposits
by the Company or any of its Subsidiaries under workers'
compensation laws, unemployment insurance laws or similar
legislation;

 

(d) Liens on the
property of GFN (US) or any of its Subsidiaries incurred in the
ordinary course of business to secure performance of obligations
with respect to statutory or regulatory requirements, performance
or return-of-money bonds, self-insurance arrangements through
captive insurers owned by GFN (US) or any of its Subsidiaries,
surety or indemnity bonds or other obligations of like nature and
incurred in a manner consistent with industry practice, in each
case which are not incurred in connection with the borrowing of
money, the obtaining of advances or credit or the payment of the
deferred purchase price of property (provided that the GFN (US) and
its Subsidiaries may incur Liens to secure surety or indemnity
bonds or other obligations of like nature outside of the ordinary
course of business so long as such Liens do not encumber assets in
excess of $500,000 in the aggregate (which amount may be increased
with the consent of the Purchaser, which consent shall not be
unreasonably withheld));

 

(e) Liens imposed by
operation of law, such as carriers', warehousemen's and mechanics'
Liens, on property of the Company or any of its Subsidiaries
arising in the ordinary course of business and securing payment of
obligations which are not more than 90 days past due or are being
contested in good faith by appropriate proceedings and, if required
by GAAP, are appropriately reserved for on the books of the Company
or such Subsidiary, as the case may be;

 

(f) Purchase money
security interests in connection with the purchase of property,
assets or business; and

 

(g) utility easements,
building restrictions and such other encumbrances or charges
against real property as are of a nature generally existing with
respect to properties of a similar character;

 



provided, however, that each of the Liens
described in the foregoing clauses (a) through (g)
inclusive shall only constitute a Permitted Lien so long as such
Liens do not materially interfere with the conduct of the business
of GFN (US), the Company and its Subsidiaries, individually or
taken as a whole, or result in a Material Adverse Change of any
such entity; and, provided
further, that no Lien shall become a Permitted Lien by
virtue of any waiver or consent of ANZ, CBA or Deutsche
Bank.

 


"Person" shall mean any
individual, trustee, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association,
corporation, limited liability company, limited liability
partnership, other business entity or Governmental
Authority.

 


“Pledge Agreement” shall
mean each Pledge Agreement substantially in the form(s) attached
hereto as Exhibit G
as the same may be amended, restated, supplemented, modified,
renewed, refinanced or restructured from time to time.

 


“Pledgors” shall mean GFN
(US), Holdings and Finance, and any other Person that is or becomes
a "Pledgor" under a Pledge Agreement.

 


“PPS Act” shall mean the
Personal Property Securities Act 2009 (Cth).

 


"Proprietary Information" shall
have the meaning specified in Section 15.20(a).

 


"Purchase Price" shall have the
meaning specified in Section 2.1.

 


"Purchaser" shall have the
meaning set forth in the preamble.

 


"Registration Rights Agreement"
shall mean the Registration Rights Agreement in substantially the
form attached hereto as Exhibit H, dated as of the Closing Date, by
and between the Purchaser and GFN, as the same may be amended,
restated, supplemented, modified, renewed, refinanced or
restructured from time to time.

 


"Related Agreements" shall mean,
collectively, the Notes, the Guaranties, the Additional Australian
Agreements, the Collateral Documents, the Registration Rights
Agreement, the Board Observer Agreement, and any and all other
agreements, instruments, certificates and documents executed or
delivered in connection herewith or therewith, as the same may be
amended, supplemented or otherwise modified from time to
time.

 


"Relevant Interest" shall have
the meaning as set forth in Section 608 of the Corporations
Act.

 


"Restricted Payment" shall mean
any one or more of the following:

 

(h) any dividend or
other distribution, direct or indirect, on account of any Capital
Stock of a Person now or hereafter outstanding;

 

(i) any redemption,
retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any
Capital Stock of a Person now or hereafter
outstanding;

 

(j) any payment or
prepayment of principal of, premium, if any, or interest, fees or
other charges on or with respect to, and any redemption, purchase,
retirement, defeasance, sinking fund or similar payment with
respect to any Subordinated Indebtedness or Indebtedness other than
under Existing Indebtedness; and

 

(k) any payment or
distribution by GFN (US), the Company or any of its Subsidiaries to
GFN, GFN (US), or any GFN Related Entity other than Permitted
Expenses, provided, however, that no payment of Permitted Expenses
may be made if at the time of such payment there is continuing or
has occurred a Default or Event of Default.

 


"Royal Wolf Holdings" shall mean
Royal Wolf Holdings Limited, an Australian corporation
(ACN 121 226 793).

 


“Royal Wolf Kookaburra”
shall mean Kookaburra Containers Pty Ltd., an Australian
corporation (ACN 079 735 050).

 


"Royal Wolf Trading" shall mean
Royal Wolf Trading Australia Pty Limited, an Australian corporation
(ACN 069 244 417).

 


"Royalwolf NZ" shall mean
Royalwolf NZ Acquisition Co. Limited, a New Zealand corporation
(NZCN 2115393).

 


“Royalwolf Trading NZ”
shall mean Royalwolf Trading New Zealand Limited, a New Zealand
corporation (NZCN 1062072).

 


"SEC" shall mean the Securities
and Exchange Commission, or any successor agency.

 


"Securities" shall have the
meaning set forth in Section 2.1.

 


"Securities Act" shall mean the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, all as the same shall be in effect at the
time.

 


“Security Trust Deed”
shall mean that certain Security Trust Deed dated on or about the
Effective Date among the Deutsche Bank Loan Parties, the Deutsche
Bank Lenders and the Security Trustee.

 


“Security Trustee” shall
mean Perpetual Limited or its successors or assigns.

 


"Senior Indebtedness" shall mean
the principal amount of, premium, if any, and interest on
(i) any Indebtedness of the Company, whether now outstanding
or hereafter created, incurred, assumed or guaranteed, unless in
the instrument creating or evidencing such Indebtedness or pursuant
to which such Indebtedness is outstanding it is provided that such
Indebtedness is subordinate in right of payment or rights upon
liquidation to any other Indebtedness of the Company, and
(ii) refundings, renewals, extensions, modifications,
restatements, and increases of any such Indebtedness. Upon the
Closing, the term "Senior Indebtedness" shall include any and all
Indebtedness and other amounts owing under the Notes.

 


“Senior Note” shall have
meaning set forth in the first recital of this
Agreement.

 


"Solvent" shall mean, with
respect to any Person, that on the date of determination:
(i) the present fair saleable value of the assets of such
Person will exceed the amount that will be required to pay the
probable liability on the existing Indebtedness (whether matured or
unmatured, liquidated or unliquidated, absolute, fixed or
contingent) of such Person as they become absolute and matured;
(ii) the sum of the Indebtedness (whether matured or
unmatured, liquidated or unliquidated, absolute, fixed or
contingent) of such Person will not exceed all of the assets of
such Person at a fair valuation; and (iii) the capital of such
Person will not be unreasonably small for such Person to carry on
its businesses.

 


"Subordinated Indebtedness"
shall mean Indebtedness that is not Senior Indebtedness, as such
Indebtedness may be refinanced, renewed, replaced, restructured or
exchanged from time to time in accordance with this
Agreement.

 


"Subordinated Lenders" shall
mean the lenders of Subordinated Indebtedness, as may exist from
time to time.

 


"Subsidiary" and "Subsidiaries" shall mean, with
respect to any Person, any other Person of which more than 50% of
the total voting power of Capital Stock entitled to vote (without
regard to the occurrence of any contingency) in the election of the
Board of Directors are at the time directly or indirectly
(including, without limitation, through another Subsidiary) owned
by such first Person. For the avoidance of doubt, the Subsidiaries
of GFN (US) include the Company, Finance, Royal Wolf Holdings,
Royal Wolf Trading, Royal Wolf Kookaburra, Royalwolf NZ, and
Royalwolf Trading NZ. Unless otherwise indicated, the term
"Subsidiary" refers to a Subsidiary of GFN (US).

 


“Subsidiary Charters”
shall have the meaning specified in Section 7.10(a).

 


“Syndicated Facility
Agreement” shall mean that certain Syndicated Facility
Agreement among the Deutsche Bank Loan Parties and the Deutsche
Bank Lenders.

 


"Tax" or "Taxes" shall mean any present
and future income, excise, sales, use, stamp or franchise taxes and
any other taxes, fees, duties, levies, withholdings or other
charges of any nature whatsoever imposed by any taxing authority,
whether federal, state, local or foreign, together with any
interest and penalties and additions to tax.

 


"Third Party" shall have the
meaning specified in Section 15.20(b).

 


"Third Party Intellectual Property
Rights" shall have the meaning specified in Section 3.22(a).

 


"UCC" shall mean the Uniform
Commercial Code, as adopted and in force in the State of California
as from time to time in effect, and the Uniform Commercial Code of
any other jurisdiction as required under Section 9301 of the
UCC.

 


"United States Dollars" or
"US$" or
"$" shall mean the
lawful money of the United States of America.

 

1.2 Independence of
Covenants

 


. All
covenants and agreements under this Agreement shall each be given
independent effect so that if a particular action or condition is
not permitted by any such covenant, the fact that it would be
permitted by another covenant, by an exception thereto, or be
otherwise within the limitations thereof, shall not avoid the
occurrence of a Default or an Event of Default if such action is
taken or condition exists.

 

2. PURCHASE AND SALE OF
SECURITIES.

 

2.1 Purchase of the
Notes

 


.
Subject to the terms and conditions contained herein, and in
reliance upon the representations, warranties, covenants and
agreements contained herein, at the Closing, the Issuers shall
issue, sell and deliver to the Purchaser, and the Purchaser shall
purchase from the Issuers, the Notes. The Notes are sometimes
collectively referred to herein as the "Securities." The aggregate
purchase price to be paid by the Purchaser for the Notes shall be
US$80,000,000 (the "Purchase Price"), paid in
accordance with Section 2.3.

 

2.2 Closing

 


. The
closing (the "Closing") of the issuance, sale
and delivery of the Securities to be purchased by the Purchaser
under this Agreement shall take place at the offices of Sheppard,
Mullin, Richter & Hampton LLP, 1901 Avenue of the Stars, 16th
Floor, Los Angeles, California 90067, within one Business Day
of the conditions precedent set forth in Section 7 and Section 8 being met (such
date being the "Closing
Date"). At the Closing, the Issuers and GFN shall deliver to
the Purchaser, the Notes, duly executed by the Issuers and GFN (in
the case of the Convertible Note), respectively, against the
payment and delivery by the Purchaser of the relevant Purchase
Price and other Closing deliveries hereunder. On the Closing Date,
the Purchase Price shall be paid by wire transfer in immediately
available funds to such bank as the Issuers may request in writing
(which request shall be made in writing at least one (1)
Business Day prior to the Closing Date) for credit to an account
designated by the Issuers in such request; provided,
however, that
the Purchaser may withhold from the Purchase Price the amounts
described in Section
7.2.

 

2.3 Use of Proceeds

 


. The
proceeds to be received by the Issuers from the sale of the Notes
shall be used solely for the purposes set forth on Schedule 2.3 (and applied in
accordance with the terms therein).

 

 

3. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.

 


Each
member of the Company Group, jointly and severally, hereby
represents and warrants to the Purchaser that the following
statements are true and correct as of the date hereof and will be
true and correct as of the Closing:

 

3.1 Organization and Good
Standing

 


. The
Company is a corporation duly organized, validly existing and in
good standing under the laws of Australia. The Company has all
power and authority, and all Licenses and Permits, necessary to own
or lease and operate its properties and assets and to carry on its
business as now being conducted and as proposed to be conducted.
The Company has the requisite power and authority to enter into
this Agreement and each Related Agreement to which it is a party,
to issue, sell and deliver the Notes and to consummate the other
transactions contemplated hereby and by the Related Agreements to
which it is a party.

 

3.2 Subsidiaries

 


.
Schedule 3.2
sets forth a true, correct and complete list of all direct and
indirect Subsidiaries of GFN, including, without limitation, GFN
(US) and its direct and indirect Subsidiaries, setting forth, as to
each Subsidiary, its name, the jurisdiction of its formation, the
address of its principal executive offices, the number of
outstanding shares of its Capital Stock and the number of such
outstanding shares owned, directly or indirectly, by GFN. Each
Subsidiary of GFN (US) is duly organized, validly existing and, if
applicable, in good standing under the laws of the jurisdiction of
its formation and has all power and authority, and all Licenses and
Permits, necessary to own or lease and operate its properties and
to carry on its business as now conducted.

 

3.3 Qualification

 


. Each
of GFN (US), the Company and its Subsidiaries is duly qualified or
licensed and in good standing to do business in each jurisdiction
in which the character of the properties owned or the nature of the
activities conducted makes such qualification or licensing
necessary, except where the failure to be so qualified or licensed
would not have a Material Adverse Effect on any of GFN (U.S.), the
Company or any Subsidiary thereof.

 

3.4 Authorization; Binding
Obligations

 


. (a)
The execution, delivery and performance of this Agreement and each
of the Related Agreements to which it is a party by GFN (US), GFN,
the Company and its Subsidiaries, (b) the issuance, sale and
delivery of the Notes, and the issuance of the Common Stock upon
any conversion of the Convertible Note, (c) the grant of the Liens
in favor of the Purchaser pursuant to each Pledge Agreement, each
Additional Australian Agreement, and the other Collateral
Documents, and (d) the consummation of the other transactions
contemplated hereby and thereby have been duly authorized by all
necessary action on the part of GFN (US), GFN, the Company and its
Subsidiaries, as applicable. This Agreement has been duly executed
and delivered by the Company, and, at the Closing, each of the
Related Agreements will be duly executed and delivered by the
Company or its Subsidiaries that is a party thereto. This Agreement
is, and each Related Agreement will at the time of the Closing be,
a legal, valid and binding obligation of GFN, GFN (US), the Company
and its Subsidiaries that are parties thereto, enforceable against
such Person in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or similar laws relating to or
limiting creditors' rights generally or by equitable principles
relating to enforceability and except as rights of indemnity or
contribution may be limited by federal or state securities or other
laws or the public policy underlying such laws. The Company and
each member of the Company Group benefits by entering into this
Agreement and the Related Agreements to which it is expressed to be
a party.

 

3.5 No Violation; Existing Defaults;
Senior Indebtedness

 


.

 

(a) (i) The execution,
delivery and performance by GFN, GFN (US), the Company, and its
Subsidiaries of this Agreement and each of the Related Agreements
to which it is a party, (ii) the issuance, sale and delivery of the
Notes, (iii) the grant of the Liens in favor of the Purchaser
pursuant to the Pledge Agreements, the Additional Australian
Agreements, and the other Collateral Documents, and (iv) the
consummation of the other transactions contemplated hereby and
thereby do not and will not violate or conflict with, or cause a
default under, or give rise to a right of termination under,
(A) the charter or bylaws of GFN, GFN (US), the Company or any
of its Subsidiaries, as in effect on the date hereof; (B) any
Applicable Laws; or (C) any term of any lease, credit
agreement, indenture, note, mortgage, instrument or other agreement
to which GFN, GFN (US), the Company or any of its Subsidiaries is a
party or by which any of its or their properties or assets are
bound.

 

(b) Neither GFN, GFN
(US), the Company nor any of its Subsidiaries is in default, breach
or violation of its charter or bylaws. Except as set forth in
Schedule 3.5(b), neither
GFN, GFN (US), the Company nor any of its Subsidiaries is in
default, breach or violation of, (i) any term of any material
lease, credit agreement, note, instrument or other agreement to
which it is a party or by which any of its properties or assets are
bound or (ii) any Applicable Laws, such that the default,
breach or violation under either clause (i) or
clause (ii) could (with or without notice or the passage of
time or both) reasonably be expected to result in a Material
Adverse Effect. Without limiting the generality of the foregoing,
except as set forth in Schedule 3.5(b), no
"default" or "event of default" or other breach has occurred and is
continuing under any agreement, instrument or other document to
which GFN, GFN (US), the Company or any of its Subsidiaries is a
party which evidences or governs any Indebtedness of GFN, GFN (US),
the Company or its Subsidiaries, as the case may be.

 

(c) Upon the Closing
(i) the Indebtedness evidenced by the Notes will constitute
Senior Indebtedness and (ii) there will be no agreement,
indenture, instrument or other document to which GFN, GFN (US), the
Company, or any of its or their Subsidiaries is a party or by which
it or they are bound that requires the subordination in right of
payment or rights upon liquidation of any Obligations to the
Purchaser to the repayment of any other Indebtedness of GFN (US) or
any of its or their Subsidiaries.

 

(d) There are no
contractual or other restrictions or limitations which prohibit the
issuance, sale and delivery by the Company of the Notes as
contemplated hereunder.

 

3.6 Governmental and Other Third Party
Consents

 


.
Neither GFN, GFN (US), the Company nor any of its or Subsidiaries
or other Affiliates is required to obtain any Consent in connection
with the execution, delivery or performance of this Agreement or
any Related Agreement, the issuance, sale and delivery of the Notes
or the grant of the Liens in favor of the Purchaser, or for the
purpose of maintaining in full force and effect any Licenses and
Permits, from (a) any Governmental Authority or (b) any
other Person.

 

3.7 Capitalization

 


.

 

(a) The issued Capital
Stock of the Company consists of one ordinary share held by GFN
(US). The issued ordinary share of the Capital Stock of the Company
has been duly authorized and is validly issued and fully paid, and
is free and clear of any Liens and other restrictions (including
any restrictions on the right to vote, sell or otherwise dispose of
such Capital Stock) and of any preemptive or other similar rights
to subscribe for or to purchase any such Capital Stock. The issued
Capital Stock of GFN (US) consists of 1,000 shares of common stock
and is directly held by GFN. The Capital Stock of GFN (US) has been
duly authorized and is validly issued and fully paid, and is free
and clear of any Liens and other restrictions (including any
restrictions on the right to vote, sell or otherwise dispose of
such Capital Stock) and of any preemptive or other similar rights
to subscribe for or to purchase any such Capital Stock. The Capital
Stock of each Subsidiary of GFN (US) has been duly authorized and
is validly issued and fully paid, and is free and clear of any
Liens and other restrictions (including any restrictions on the
right to vote, sell or otherwise dispose of such Capital Stock) and
of any preemptive or other similar rights to subscribe for or to
purchase any such Capital Stock. There are: (i) no outstanding
Equity Rights with respect to the Capital Stock of GFN (US), the
Company, or any of its Subsidiaries; (ii) no voting trusts or
other agreements or undertakings with respect to the voting of the
Capital Stock of GFN (US), the Company, or any of its Subsidiaries;
(iii) no obligations or rights (whether fixed or contingent)
on the part of GFN (US), the Company, or any of its Subsidiaries,
any of their respective directors or officers or any other Person
to purchase, repurchase, redeem or "put" any outstanding shares of
the Capital Stock of GFN (US), the Company, or any of its
Subsidiaries or Equity Rights with respect to Capital Stock of GFN
(US), the Company, or any of its Subsidiaries; and (iv) no
agreements to which GFN (US), the Company, or any of its
Subsidiaries, any of their respective directors or officers or any
other Person is a party granting any other Person any rights of
first offer or first refusal, registration rights or "drag-along,"
"tag-along" or similar rights with respect to any transfer of any
Capital Stock of GFN (US), the Company, or any of its Subsidiaries
or Equity Rights with respect to the Capital Stock of GFN (US), the
Company, or any of its Subsidiaries. All shares of Capital Stock of
GFN (US), the Company, and any of its Subsidiaries and Equity
Rights that have been issued by GFN (US), the Company, and any of
its Subsidiaries have been offered, issued and sold in compliance
with all applicable federal and state securities laws.

 

(b) No shares of
Capital Stock of GFN or its Subsidiaries will become issuable to
any Person pursuant to any "anti-dilution" or other provisions
contained in any issued and outstanding Equity Rights on account of
the issuance of any shares (including Common Stock) upon conversion
of all or any portion of the Convertible Note (or the exercise
thereof).

 

(c) As of the date
hereof (i) the issued Capital Stock of each of Holdings and Finance
is owned 100% directly by GFN (US) free and clear of all Liens, and
(ii) 50% of the Capital Stock of Royal Wolf Holdings is owned
directly by GFN (US) and 1% of the Capital Stock of Royal Wolf
Holdings is owned directly by GFN, in each case free and clear of
all Liens (other than Liens in favor of Credit Suisse created under
the Credit Suisse Credit Documents).

 

(d) As of the Closing
(i) the issued Capital Stock of each of Holdings and Finance will
be owned 100% directly by GFN (US) free and clear of all Liens
(except those in favor of Purchaser), and (ii) at least 90% of the
Capital Stock of Royal Wolf Holdings will be owned directly by
Holdings free and clear of all Liens (except those in favor of
Purchaser).

 

(e) On the 100%
Acquisition State Date 100% of the Capital Stock of Royal Wolf
Holdings will be owned directly by Holdings free and clear of all
Liens (except those in favor of Purchaser).

 

3.8 Financial
Statements

 


. The
Company has delivered to the Purchaser copies of the (a) audited
consolidated balance sheets of GFN and its Subsidiaries as of June
30, 2014, 2015 and 2016, and audited consolidated statements of
operations, shareholders' equity and changes in financial position
or cash flows for each of the 3 years then ended, together with a
report and an unqualified opinion of GFN’s independent public
accountants (the "GFN
Financial Statements"). The GFN Financial Statements and all
financial statements of Royal Wolf Holdings publicly filed with the
Australian Securities and Investment Commission have been prepared
in accordance with IFRS and fairly present the consolidated and
consolidating financial position and results of operations of GFN
(US) and its Subsidiaries, and, in the case of Royal Wolf
Holdings’ publicly filed financial statements, of Royal Wolf
Holdings and its Subsidiaries, as of the dates and for the periods
indicated therein.

 

3.9 Transactions with
Affiliates

 


.

 

(a) Except as set forth
in Schedule 3.9, since
July 1, 2016, no executive officer of GFN, GFN (US), the
Company or any of its Subsidiaries or, to the Knowledge of the
Company, any Affiliate or immediate family member of any such
executive officer, has (i) made any loan to, (ii) received a loan
from, (iii) sold property to, (iv) purchased property from, or (v)
is or has been a party to a contract for the payment of money or
license or other disposition of assets with GFN, GFN (US), the
Company or any of its Subsidiaries in any transaction involving
amounts in excess of $100,000.

 

(b) Schedule 3.9 sets forth a
true, complete and accurate description of the terms of each
transaction or relationship required to be set forth on
Schedule 3.9.

 

3.10 Environmental
Compliance

 


.
Neither GFN (US), the Company nor any of its Subsidiaries is in
breach of any environmental law. There is no environmental damage
to the facilities occupied or owned by GFN (US), the Company or its
Subsidiaries (the "Facilities"), where, in the
case of Royal Wolf Holdings and each of its Subsidiaries, could
(with or without notice or the passage of time or both) reasonably
be expected to result in a Material Adverse Effect. There are no
notices relating to the Facilities which have been issued under any
environmental law and are still outstanding. No Facilities are
under watch or supervision by any Governmental Authority. No
pollutants or other hazardous materials are made, stored, used or
dealt with in any manner on the Facilities.

 

3.11 Existing Indebtedness; Liens;
Investments; Etc.

 


 

 

(a) Schedule 3.11(a) sets
forth a true and correct list, and describes, as
applicable:

 

(i) (A) all
Indebtedness of GFN (US), the Company and its Subsidiaries on a
consolidated basis as of the date first written above, showing, as
to each Indebtedness, the payee thereof and the total amount
outstanding (by principal, interest and other amounts, if
applicable), and specifying whether such Indebtedness is Existing
Bank Indebtedness or Existing Other Indebtedness, and (B) all
Indebtedness outstanding as of the Closing of GFN (US), the Company
and its Subsidiaries on a consolidated basis showing, as to each
Indebtedness, the payee thereof, the total amount outstanding (by
principal, interest and other amounts, if applicable), and the
material terms thereof;

 

(ii) (A) all
UCC financing statements (and similar filings in applicable
jurisdictions) on file, naming GFN (US), the Company, or any
Subsidiary thereof as a debtor, and (B) all pledges and other
Liens on the assets of GFN (US) (or its Capital Stock), the Company
or any Subsidiary thereof for which no UCC financing statement (or
similar filing in applicable jurisdictions) has been
filed;

 

(iii) all
debt and equity investments in Persons other than GFN (US), the
Company and its Subsidiaries; and

 

(iv) all
Guarantees of GFN (US), the Company and its Subsidiaries existing
as of the Closing.

 

(b) Immediately
following the Closing, GFN (US), the Company and its Subsidiaries
will not have any Indebtedness, whether accrued, absolute,
contingent or otherwise (whether individually or in the aggregate)
and none of their respective assets shall be subject to any Liens,
except for (i) the Deutsche Bank Indebtedness and Deutsche Bank
Liens as set forth on Schedule 3.11(b); and (ii)
the Notes, each Pledge Agreement, each CHESS Agreement, and each
Additional Australian Agreement.

 

(c) The Company’s
payment obligations under the Notes rank in priority to any
subordinated debt and at least equally and ratably with all of its
other unsecured unsubordinated payment obligations, except those
mandatorily preferred by law applying to companies generally or as
other agreed by the Purchaser in writing.

 

(d) There is no actual
or proposed resumption, appropriation or compulsory acquisition of
any of the Company’s or any member of the Company
Group’s assets or secured property.

 

(e) None of GFN (US),
the Company nor any of its Subsidiaries has any liabilities or
obligations, whether accrued, absolute, contingent or otherwise
(whether individually or in the aggregate), required to be
disclosed on the face of a balance sheet prepared in accordance
with GAAP or IFRS (as applicable); except for (i) liabilities and
obligations reflected in the Balance Sheet of GFN (US) dated March
31, 2017; (ii) trade payables and other accrued expenses
incurred in the ordinary course of business; and
(iii) obligations and liabilities under this Agreement and the
Related Agreements.

 

3.12 Certain Changes

 


.
Except as set forth on Schedule 3.12, since March
31, 2017, there has not been:

 

(a) any damage or
destruction to, or loss of, any asset of GFN (US), the Company or
any of its Subsidiaries, whether or not covered by insurance, which
could have a Material Adverse Effect on GFN (US), the Company or
its Subsidiaries, taken as a whole;

 

(b) any waiver by GFN
(US), the Company or any of its Subsidiaries of a valuable right or
of a material debt owed to it;

 

(c) any satisfaction or
discharge of any Lien or payment of any obligation by GFN (US), the
Company or any of its Subsidiaries outside of the ordinary course
of business;

 

(d) any material change
or amendment to any material contract by which GFN (US), the
Company, any of its Subsidiaries or any of its or their respective
properties or assets is bound or subject;

 

(e) any Material
Adverse Change with respect to GFN (US), the Company or any
Subsidiary thereof;

 

(f) any change in the
Contingent Obligations of GFN (US), the Company or any of its
Subsidiaries, by way of Guarantees or otherwise, outside of the
ordinary course of business;

 

(g) any declaration or
payment of any dividend or other distribution of assets of GFN
(US), the Company or any Subsidiary thereof to its shareholders, or
the adoption or consideration of any plan or arrangement with
respect thereto;

 

(h) any resignation or
termination of the employment of any director or officer of GFN
(US), the Company or any of its Subsidiaries;

 

(i) any Investment by
GFN (US), the Company or any of its Subsidiaries in the Capital
Stock of any Person;

 

(j) any offer, issuance
or sale of any shares of Capital Stock of GFN (US), the Company or
any Subsidiary thereof or any Equity Rights with respect to the
Capital Stock of any such Persons;

 

(k) any change in GFN
(US), the Company's, or any of its Subsidiary’s credit
guidelines and policies, charge-off policies or accounting methods,
procedures or policies;

 

(l) any incurrence of
any Indebtedness by GFN (US), the Company or any of its
Subsidiaries other than as contemplated in this Agreement and the
Related Agreements;

 

(m) any agreement or
commitment to do any of the foregoing; or

 

(n) any other event or
condition of any character which has had a Material Adverse Effect
on GFN (US), the Company or any Subsidiary thereof.

 

3.13 Material Contracts

 


.
Schedule 3.13(a) sets
forth a true and complete list of all Material Contracts. Each
Material Contract is legal, valid, binding and enforceable against
the parties thereto in accordance with its terms and is in full
force and effect as of the date hereof. The Company and its
Subsidiaries (as applicable) and, to the Knowledge of the Company,
all other parties to the Material Contracts are in compliance with
the terms thereof, and no default or event of default by the
Company or, to the Knowledge of the Company, any such other party,
exists thereunder. None of GFN (US), the Company, or any of its
Subsidiaries is a party to any contract, commitment, license,
agreement, obligation or arrangement that restricts it from
carrying on its business or any part thereof, or from competing in
any line of business or with any other Person. To the Knowledge of
the Company, none of the employees or officers of any of GFN (US),
the Company, or any of its Subsidiaries is a party to any contract,
commitment, license, agreement, obligation or arrangement that
restricts any of such entities from carrying on its business or any
part thereof, or from competing in any line of business or with any
other Person.

 

3.14 Employee Benefit
Plans

 


.
Neither the Company nor any of its Subsidiaries is subject to
ERISA.

 

3.15 Labor Matters

 


. There
is no strike or other labor dispute involving GFN (US), the Company
or any of its Subsidiaries pending or, to the Knowledge of the
Company, threatened. Neither the Company nor any of its
Subsidiaries is aware of any labor organization activity involving
the employees of the Company or any of its Subsidiaries, or of any
officer or key employee, or any group of officers or key employees,
that intends to terminate his or her employment with the Company or
any of its Subsidiaries.

 

3.16 Reserved

 


.

 

3.17 Taxes

 


.

 

(a) All Tax returns
required to be filed by or on behalf of GFN and each GFN (US)
Entity on or before the date hereof were true, correct and complete
as of the date filed, or if amended on or before the date hereof,
were true, correct and complete after giving effect to such
amendment. All such Tax returns that were required to be filed were
duly and timely filed and all Taxes (including, Taxes withheld from
employees' salaries and all other withholding Taxes and obligations
and deposits required to be made by or with respect to GFN and each
GFN (US) Entity) due have been timely paid, or to the extent not
due and payable as of the date hereof, adequate provision for the
payment thereof has been made on the financial statements or the
books of account of GFN and each GFN (US) Entity.

 

(b) Except as set forth
on Schedule 3.17,
(i) no audit or other examination of any Tax return of GFN or any
GFN (US) Entity is presently in progress, nor has GFN or any GFN
(US) Entity been notified of any request for such an audit or other
examination; (ii) there is no Tax deficiency outstanding or
assessed against GFN or any GFN (US) Entity, or any of the assets
or properties of any of them; (iii) neither GFN nor any GFN (US)
Entity has received any notice of a proposed assessment of Taxes,
or executed any waiver of any statute of limitations on, or
extending the period for, the assessment or collection of any Tax
which is still in effect; and (iv) there are no actions, suits,
proceedings or claims now pending by or against GFN or any of GFN
(US) Entity in respect of any Taxes or assessments. No claim has
ever been made by an authority in a jurisdiction where GFN or any
GFN (US) Entity does not file Tax returns that it is or may be
subject to taxation by that jurisdiction. There is not outstanding
any power of attorney that is currently in force with respect to
any matter relating to Taxes for which GFN or any of its
Subsidiaries could be liable.

 

(c) Neither GFN nor any
GFN (US) Entity (i) has been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Internal
Revenue Code of 1986, as amended (the "Code") during the applicable
period specified in Section 897(c)(1)(A)(ii) of the Code; (ii) has
submitted a request for a private letter ruling (or comparable
procedure under state or local law) to the IRS or any state or
local taxing authority, which request has not yet been issued or
denied; (iii) has agreed to, or is required to include in income,
any adjustment pursuant to Section 482 of the Code (or similar
provision of other law or regulations) (nor has any Tax authority
proposed, or is any Tax authority considering, such adjustment); or
(iv) is or has been required to make a basis reduction pursuant to
Treasury Regulation Section 1.1502-20(b) or Treasury Regulation
Section 1.337(d)-2(b).

 

(d) Neither GFN nor any
GFN (US) Entity has been a member of an affiliated group of
corporations within the meaning of Section 1504 of the Code (or any
similar provision of state, local or foreign law), other than an
affiliated group of which GFN was the common parent. Neither GFN
nor any GFN (US) Entity has any liability for the Taxes of any
Person under Treasury Regulation Section 1.1502–6 (or any
similar provision of state, local or foreign law), as a transferee
or successor, by contract, or otherwise, other than liabilities
arising with respect to the affiliated group of corporations of
which GFN was the common parent. Neither GFN nor any GFN (US)
Entity is a party to or is bound by any tax sharing, tax indemnity,
or tax allocation agreement or other similar
arrangement.

 

(e) Neither GFN nor any
GFN (US) Entity will be required to include any item of income in,
or exclude any item of deduction from, its taxable income for any
taxable period (or portion thereof) ending after the date hereof as
a result of any (i) change in method of accounting for a
taxable period ending on or prior to the date hereof under Section
481(c) of the Code (or any corresponding or similar provision of
state, local or foreign income Tax law); (ii) "closing
agreement" as described in Section 7121 of the Code (or any
corresponding or similar provision of state, local or foreign
income Tax law) executed on or prior to the date hereof;
(iii) installment sale or open transaction disposition made on
or prior to the date hereof; or (iv) prepaid amount received
on or prior to the date hereof.

 

(f) There are no Liens
for Taxes (other than for current Taxes not yet due and payable)
upon the assets of GFN or any GFN (US) Entity.

 

 

(g) Neither GFN nor any
GFN (US) Entity has an interest in or is subject to any joint
venture, partnership, or other arrangement or contract which is
treated as a partnership for U.S. federal income tax purposes.
Neither GFN nor any GFN (US) Entity is a successor to any other
Person by way of merger, reorganization or similar
transaction.

 

(h) Neither GFN nor any
GFN (US) Entity has made any payment(s), is obligated to make any
payment(s) or is party to any agreement that could obligate it to
make any payment(s) that would not be deductible under either
Section 280G or Section 162(m) of the Code.

 

(i) None of the assets
of GFN or any GFN (US) Entity are treated as "tax-exempt use
property" within the meaning of Section 168(h) of the
Code.

 

(j) GFN and each GFN
(US) Entity has disclosed on its Tax returns all positions taken
therein that could give rise to a substantial understatement of Tax
within the meaning of Section 6662 of the Code.

 

(k) GFN and each GFN
(US) Entity has disclosed all "reportable transactions" within the
meaning of Treasury Regulation Section 1.6011-4(b) (or similar
provision of state law) to which it has been a party.

 

3.18 Litigation

 


.
Except as set forth on Schedule 3.18, there are
no (a) actions, suits, proceedings or investigations pending
or, to the Knowledge of the Company, threatened before any
Governmental Authority against or affecting GFN (US), the Company
or any of its Subsidiaries or Affiliates, or (b) orders,
decrees, judgments, injunctions or rulings of any Governmental
Authority against GFN (US), the Company or any of its Subsidiaries
or Affiliates. Schedule
3.18 sets forth, as to each matter identified therein, the
names of the parties thereto, the forum for such matter, a summary
of the nature of the matter, the settlement or other disposition of
the matter (including the monetary value of such settlement or
other disposition) or, if such matter is still pending, a statement
to that effect. There is no action, suit or other proceeding
pending or, to the Knowledge of the Company, threatened which
questions the validity of this Agreement, the Notes or the other
Related Agreements or any action taken or to be taken pursuant
hereto or thereto, or which could, individually or in the
aggregate, have a Material Adverse Effect on GFN (US), the Company
or any Subsidiary thereof. None of the Company, any member of the
Company Group, nor any of their assets are immune from the
jurisdiction of a court or any legal process.

 

3.19 Governmental Regulation; Margin
Stock

 


. None
of GFN (US), the Company or any of its Subsidiaries is subject to
the Investment Company Act of 1940, as amended, or to any
Applicable Laws limiting its ability to incur Indebtedness or to
create Liens on any of its properties or assets to secure such
Indebtedness. None of GFN (US), the Company or any of its
Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purposes of
purchasing or carrying Margin Stock. The value of all Margin Stock
held by GFN (US), the Company and its Subsidiaries constitutes less
than 5.0% of the value, as determined in accordance with the Margin
Regulations, of all assets of GFN (US), the Company and its
Subsidiaries.

 

 

3.20 Compliance with Laws; Licenses and
Permits

 


. GFN
(US), the Company and each of its Subsidiaries is in compliance
with all Applicable Laws in all material respects. GFN (US), the
Company and each of its Subsidiaries hold all material Licenses and
Permits required under Applicable Laws to own their respective
assets or conduct their respective businesses as now conducted. All
of the Licenses and Permits are validly issued and in full force
and effect, and GFN (US), the Company and its Subsidiaries have
full power and authority to operate thereunder. The Company has
complied with all laws and Authorizations applicable to it or its
business, in particular, in making the takeover bid for shares of
Royal Wolf Holdings the Company has complied with Chapter 6 of the
Corporations Act.

 

3.21 Title to Properties and Assets;
Liens

 


. Each
of GFN (US), the Company and its Subsidiaries has good and
marketable title to all of its properties and assets (including,
without limitation, all shares of Capital Stock owned or held by
it), and none of such properties or assets is subject to any Liens
except for the Deutsche Bank Liens and the Permitted Liens. Each of
GFN (US), the Company and its Subsidiaries enjoys quiet possession
under all leases to which they are parties as lessees, and all of
such leases are valid, subsisting and in full force and effect.
None of such leases contains any provision restricting the
incurrence of indebtedness by the lessee or any unusual or
burdensome provision materially adversely affecting the operations
of GFN (US), the Company and its Subsidiaries as now
conducted.

 

3.22 Intellectual
Property

 


.

 

(a) Each of GFN (US),
the Company and its Subsidiaries owns, or is licensed or otherwise
possesses legally enforceable rights to use, all Intellectual
Property that is used in the conduct of its business as currently
conducted and as proposed to be conducted. Schedule 3.22 lists
(i) all patents, patent applications, trademarks,
servicemarks, trademark and servicemark applications, copyrights,
trade names and domain names owned or held by GFN (US), the Company
or any of its Subsidiaries and used in the conduct of its or their
businesses, including the jurisdictions in which each such
Intellectual Property right has been issued or registered or in
which any such application for such issuance or registration has
been filed; (ii) all material written licenses, sublicenses
and other agreements to which GFN (US), the Company or any of its
Subsidiaries is a party and pursuant to which any Person (other
than employees of the Company in the course of their employment) is
authorized to use any such Intellectual Property rights; and
(iii) all material written licenses, sublicenses and other
agreements to which GFN (US), the Company or any of its
Subsidiaries is a party and pursuant to which GFN (US), the Company
or any of its Subsidiaries is authorized to use any third party
patents, trademarks or copyrights, including computer software
which are used in the businesses of GFN (US), the Company or the
Subsidiaries or which form a part of any product or service of GFN
(US), the Company or its Subsidiaries other than generally
distributed off-the-shelf software subject to shrink-wrap or other
non-negotiated licenses or other rights ("Third Party Intellectual Property
Rights"), all of which are in full force and effect. The
Company has made available to the Purchaser correct and complete
copies of all such patents, registrations, applications, licenses
and agreements and related documentation, all as amended to date.
Except as set forth on Schedule 3.22, none of GFN
(US), the Company or any of its Subsidiaries has agreed to
indemnify any Person for or against any infringement,
misappropriation or other conflict with respect to any item of
Intellectual Property that any of them owns or uses. None of GFN
(US), the Company or any of its Subsidiaries is a party to any oral
license, sublicense or agreement which, if reduced to written form,
would be required to be listed in Schedule 3.22 under the
terms of this Section 3.22(a).

 

(b) None of GFN (US),
the Company or any of its Subsidiaries will be, as a result of the
execution and delivery of this Agreement or any Related Agreement
or the performance of any of their obligations under this Agreement
or any Related Agreement, in breach of any license, sublicense or
other agreement relating to the Intellectual Property or Third
Party Intellectual Property Rights.

 

(c) None of GFN (US),
the Company or any of its Subsidiaries has been named in any suit,
action or other proceeding which involves a claim of infringement
of any Intellectual Property rights of any third party. Except as
disclosed in Schedule 3.22,
(i) the performance of the services offered by GFN (US), the
Company and its Subsidiaries do not infringe upon any Intellectual
Property right of any other Person, and (ii) to the Knowledge
of the Company, the Intellectual Property rights of GFN (US), the
Company and its Subsidiaries are not being infringed upon by
activities, products or services of any third party.

 

3.23 Brokers; Certain
Expenses

 


. None
of GFN (US), the Company or any of its Subsidiaries has paid or is
obligated to pay any fee or commission to any broker, finder,
investment banker or other intermediary in connection with this
Agreement, any Related Agreement or any of the transactions
contemplated hereby or thereby. None of GFN (US), the Company or
any of its Subsidiaries is bound by any agreement or commitment for
the provision of investment banking or financial advisory services
with respect to any proposed recapitalization, issuance of debt or
equity securities or other transactions involving GFN (US), the
Company or any of its Subsidiaries or the provision of any other
investment banking or financial advisory services to GFN (US), the
Company or any of its Subsidiaries.

 

3.24 Powers of Attorney

 


. There
are no outstanding powers of attorney granted by or on behalf of
GFN (US), the Company or any of its Subsidiaries.

 

3.25 Insurance

 


.
Schedule 3.25
sets forth a true and complete list of all material liability and
other insurance policies insuring GFN (US), the Company and its
Subsidiaries against losses arising out of or related to the
businesses of GFN (US), the Company and its Subsidiaries (and
accurately describes the coverage carried and expiration dates of
such policies) and all key man life insurance policies owned or
maintained by any of such Persons. All such policies are in full
force and effect. Each of GFN (US), the Company and its
Subsidiaries is covered by insurance in scope and amount customary
and reasonable for the businesses in which it is engaged and will
be so covered after consummation of the transactions contemplated
hereby.

 

3.26 Books and Records

 


. The
minute books and other similar records of GFN (US), the Company and
its Subsidiaries contain true and complete records of all actions
taken at any meetings of the Board of Directors of GFN (US), the
Company and its Subsidiaries or any committees thereof and
shareholders of GFN (US), the Company and its Subsidiaries and of
all written consents executed in lieu of the holding of any such
meetings. The books and records of GFN (US), the Company and its
Subsidiaries accurately reflect in all material respects the
assets, liabilities, business, financial condition and results of
operations of GFN (US), the Company and its Subsidiaries, and have
been maintained in accordance with good business, accounting and
bookkeeping practices.

 

 

3.27 Solvency

 


. Each
of GFN (US), the Company and its Subsidiaries is, and immediately
following the consummation of the transactions contemplated by this
Agreement and the Related Agreements, each of GFN (US), the Company
and its Subsidiaries will be, Solvent. None of GFN (US), the
Company or any of its Subsidiaries will, by virtue of the
consummation of the transactions contemplated hereby and by the
Related Agreements, incur debts that will be beyond its ability to
pay as they mature. No transfer of property is being made and no
obligation is being incurred in connection with the transactions
contemplated by this Agreement and the Related Agreements with the
intent to hinder, delay or defraud either present or future
creditors of GFN (US), the Company or its
Subsidiaries.

 


 

 

3.28 Investment Company

 


. None
of GFN (US), the Company or any Subsidiary thereof is an
"investment company" or a company "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940,
as amended.

 

3.29 Deutsche Bank, ANZ and CBA
Indebtedness

 


. The
amounts available under the Deutsche Bank Credit Documents will be
sufficient for the uses set forth on Schedule 2.3 and the ongoing
and projected working capital needs of the Company and its
Subsidiaries (in each case, when combined with the other sources
set forth on Schedule
2.3). As of the Closing Date, all obligations under each of
the ANZ Credit Documents, CBA Credit Documents, and Credit Suisse
Documents will have been satisfied in full, and all Liens under
such documents will have been terminated and
discharged.

 

3.30 Certain Business
Practices

 


. None
of GFN (US), the Company or any of its Subsidiaries, or any
director, officer, agent or employee of the Company or any of its
Subsidiaries, has (a) used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to
political activity, (b) made any unlawful payment or offered
anything of value to foreign or domestic government officials or
employees or to foreign or domestic political parties or campaigns,
(c) made any other unlawful payment, or (d) violated any applicable
export control, money laundering or anti−terrorism law or
regulation, nor have any of them otherwise taken any action which
would cause GFN (US), the Company or any of its Subsidiaries to be
in violation of the Foreign Corrupt Practices Act of 1977, as
amended, or any Applicable Law of similar effect.

 

3.31 Depository and Other
Accounts

 


.
Schedule 3.33
sets forth a true and complete list of all banks and other
financial institutions and depositories at which GFN (US), the
Company or any of its Subsidiaries maintains (or has caused to be
maintained) deposit accounts, spread accounts, yield supplement
reserve accounts, operating accounts, trust accounts, trust
receivable accounts or other accounts of any kind or nature into
which funds of GFN (US), the Company or any of its Subsidiaries
(including funds in which any of them maintains a contingent or
residual interest) is deposited from time to time. Schedule 3.33 correctly
identifies the name and address of each depository, the name in
which each account is held, the purpose of the account, the account
number, the contact person at such depository and his or her
telephone number.

 

3.32 Listing of Capital
Stock

 


.
Except as provided on Schedule 3.32, no Capital Stock
or other securities of GFN (US), the Company or any of its
Subsidiaries are listed for trading on any securities
exchange

 

3.33 Disclosure

 


. No
representation, warranty or other statement made by or on behalf of
GFN, GFN (US), the Company, its Subsidiaries or its or their
respective representatives and agents to the Purchaser, whether
written or oral, whether included in any materials provided to the
Purchaser prior to the date hereof or included in this Agreement,
any Related Agreement, any Exhibit, Schedule or in any other
document or instrument delivered at any time prior to or at the
Closing, is, or will be, untrue with respect to any material fact
or omits, or will omit, to state a material fact necessary in order
to make the statement made herein or therein, in light of the
circumstances in which such statement was made, not misleading. No
member of the Company Group has withheld from the Purchaser any
document, information or other fact that may be material to the
decision of a reasonable person in the position of the Purchaser to
enter into and consummate the transactions contemplated by this
Agreement or any Related Agreement to which it is expressed to be a
party. All copies of documents given by the Company, any member of
the Company Group, or on its or their behalf to the Purchaser or
any of the Purchaser’s lawyers, consultants or agents are
true and complete copies, as at the date provided.

 

3.34 Indenture

 


. Each
of GFN (US), the Company and its Subsidiaries is and will remain an
“Unrestricted Subsidiary” (as defined in the
Indenture). The execution, delivery and performance of this
Agreement and the transactions contemplated hereby do not and will
not violate or require any consent or approval of any third party
under the Indenture.

 

4. REPRESENTATIONS AND WARRANTIES
OF GFN.

 


GFN
hereby represents and warrants to the Purchaser that the following
statements are true and correct as of the date hereof and as of the
Closing:

 

4.1 Organization and Good
Standing

 


. GFN
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. GFN has all
corporate power and authority, and all Licenses and Permits,
necessary to own or lease and operate its properties and assets and
to carry on its business as now being conducted. GFN has the
requisite corporate power and authority to enter into this
Agreement and each Related Agreement to which it is a party and to
consummate the transactions contemplated hereby and by the Related
Agreements.

 

4.2 Authorization; Binding
Obligations

 


. The
execution, delivery and performance by GFN of this Agreement and
each of the Related Agreements, and the consummation of the other
transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of GFN. This
Agreement has been duly executed and delivered by GFN, and, at the
Closing, each of the Related Agreements will be duly executed and
delivered by GFN that it is a party thereto. This Agreement is, and
each Related Agreement will at the time of the Closing be, a legal,
valid and binding obligation of GFN, enforceable against GFN in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or conveyance or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability and except as rights of indemnity or contribution
may be limited by federal or state securities or other laws or the
public policy underlying such laws.

 

4.3 No Violation; Existing Defaults;
Senior Indebtedness

 


.

 

(a) The execution,
delivery and performance by GFN of this Agreement and each of the
Related Agreements by GFN, the issuance, sale and delivery of any
Common Stock under the Convertible Note, and the consummation of
the other transactions contemplated hereby and thereby do not and
will not violate or conflict with, or cause a default under, or
give rise to a right of termination under, (i) the charter or
bylaws of GFN; (ii) any Applicable Laws; or (iii) any
term of any lease, credit agreement, indenture, note, mortgage,
instrument or other agreement to which GFN is a party or by which
any of its properties or assets are bound.

 

(b) Except as set forth
in Schedule 4.3(b), GFN is
not in default, breach or violation of (i) its charter or
bylaws, (ii) any term of any material lease, credit agreement,
note, instrument or other agreement to which it is a party or by
which any of its properties or assets are bound or (iii) any
Applicable Laws such that the default, breach or violation would
result in a Material Adverse Effect. Without limiting the
generality of the foregoing, except as set forth in Schedule 4.3(b), no
"default" or "event of default" or other breach has occurred and is
continuing under any agreement, instrument or other document to
which GFN is a party which evidences or governs any Indebtedness of
GFN.

 

(c) There are no and
will not be any contractual or other restrictions or limitations
which prohibit the issuance, sale and delivery by GFN of Common
Stock upon conversion, if any, of the Convertible
Note.

 

4.4 Validity and Issuance of Common
Stock

 


. GFN
shall at all times reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance or
delivery upon conversion of the Convertible Note, the maximum
number of shares of Common Stock that may be issuable or
deliverable upon such conversion. The Common Stock shall, when
issued or delivered in accordance with the Convertible Note, be
duly and validly issued and fully paid and non-assessable and free
and clear of any Liens or adverse claims and shall not be subject
to preemptive or other rights in favor of any Person.

 

4.5 Subsidiaries

 


.

 

(a) Schedule 4.5 sets forth a
true, correct and complete list of all direct and indirect
Subsidiaries of GFN (other than Subsidiaries of GFN (US)), setting
forth, as to each such Subsidiary, its name, the jurisdiction of
its formation, the address of its principal executive offices, the
number of outstanding shares of its Capital Stock and the number of
such outstanding shares owned, directly or indirectly, by GFN. Each
such Subsidiary is duly organized, validly existing and, if
applicable, in good standing under the laws of the jurisdiction of
its formation and has all power and authority, and all Licenses and
Permits, necessary to own or lease and operate its properties and
to carry on its business as now conducted and as proposed to be
conducted.

 

(b) All of the
outstanding Capital Stock of each such Subsidiary of GFN has been
duly authorized and is validly issued, fully paid and
non-assessable, and is owned by GFN or its Subsidiaries as
specified in Schedule 4.5, in each case
free and clear of any Liens and of any other restrictions
(including any restrictions on the right to vote, sell or otherwise
dispose of such Capital Stock) except for Liens set forth on
Schedule 4.5.

 

4.6 Governmental and Other Third-Party
Consents

 


.
Except for the entry of an order or orders by the SEC declaring
effective a registration statement or statements relating to the
Common Stock issuable upon any conversion of the Convertible Note,
neither GFN nor any of its Subsidiaries or other Affiliates is
required to obtain any Consent in connection with execution,
delivery or performance of this Agreement or any Related Agreement,
the issuance of Common Stock upon any conversion of the Convertible
Note, the issuance, sale and delivery of the Securities or the
grant of the Liens in favor of the Purchaser, or for the purpose of
maintaining in full force and effect any Licenses and Permits, from
(a) any Governmental Authority or (b) any other Person,
except for Consents that shall have been obtained as of the
Closing.

 

4.7 Certain Changes

 


.

 

(a) Except
as set forth in Schedule 4.7(a), since
June 30, 2016, there has not been any Material Adverse Change with
respect to GFN.

 

(b) Neither GFN nor any
of its Subsidiaries (i) is contemplating the filing of a
petition under the Bankruptcy Laws, or the liquidation of all or
any major portion of its or their assets or properties, or
(ii) is aware of any Person contemplating the filing of any
petition against GFN or any of its Subsidiaries under the
Bankruptcy Laws.

 

(c) GFN is not aware of
any fact or circumstance that would cause GFN's independent public
accountants to render a qualified opinion with respect to the
consolidated financial statements of GFN and its Subsidiaries for
the fiscal year ending June 30, 2016.

 

4.8 No Undisclosed
Liabilities

 


.
Neither GFN nor any of its Subsidiaries (other than GFN (US) and
its Subsidiaries) has any liabilities or obligations, whether
accrued, absolute, contingent or otherwise (whether individually or
in the aggregate), required to be disclosed on the face of a
consolidated balance sheet prepared in accordance with GAAP; except
for (i) liabilities and obligations reflected in the Financial
Statements most recently filed with the SEC prior to the date of
this Agreement; (ii) obligations and liabilities under this
Agreement and the Related Agreements; and (iii) liabilities or
obligations that have arisen in the ordinary course of business
since March 31, 2017.

 

4.9 Litigation

 


. There
are no (a) actions, suits, proceedings or investigations
pending or, to the Knowledge of the Company, threatened before any
Governmental Authority against GFN or any of its Subsidiaries or
(b) orders, decrees, judgments, injunctions or rulings of any
Governmental Authority against GFN or any of its
Subsidiaries.

 

 

4.10 Brokers; Certain
Expenses

 


.
Neither GFN nor any of its Subsidiaries has paid or is obligated to
pay any fee or commission to any broker, finder, investment banker
or other intermediary in connection with this Agreement, any
Related Agreement or any of the transactions contemplated hereby or
thereby. Neither GFN nor any of its Subsidiaries is bound by any
agreement or commitment for the provision of investment banking or
financial advisory services with respect to any proposed
recapitalization, issuance of debt or equity securities or other
transactions involving GFN or any of its Subsidiaries (other than
the Company and its Subsidiaries) or the provision of any other
investment banking or financial advisory services to GFN or any of
its Subsidiaries (other than the Company and its
Subsidiaries).

 

4.11 GFN SEC Documents

 


. As of
their respective dates, the GFN SEC Documents complied in all
material respects with the requirements of the Securities Act or
the Exchange Act, as the case may be, and none of the GFN SEC
Documents, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading. The financial statements of GFN included in the GFN SEC
Documents (collectively, the "Financial Statements") complied
as to form, as of their respective dates of filing with the SEC, in
all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect
thereto, were prepared in accordance with GAAP (except, in the case
of unaudited statements, as permitted by Form 10-Q and the
rules and regulations of the SEC) applied on a consistent basis
during the periods involved and fairly present the consolidated
financial position of GFN and its consolidated Subsidiaries as of
the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). GFN
has timely filed with, and furnished or otherwise transmitted to,
the SEC all GFN SEC Reports. Each GFN SEC Report, at the time it
was filed, complied as to form in all material respects with the
requirements of the Securities Act and the Securities Exchange Act,
as the case may be, and the rules and regulations of the SEC
promulgated thereunder applicable to such GFN SEC
Reports.

 

4.12 Disclosure

 


. No
representation, warranty or other statement made by or on behalf of
GFN, its Subsidiaries or its or their respective representatives
and agents to the Purchaser, whether written or oral, whether
included in any materials provided to the Purchaser prior to the
date hereof or included in this Agreement or any Related Agreement
or in any Exhibit or Schedule or in any other document or
instrument delivered at any time prior to the Closing, is, or will
be, untrue with respect to any material fact or omits, or will
omit, to state a material fact necessary in order to make the
statement made herein or therein, in light of the circumstances in
which such statement was made, not misleading.

 

 

5. REPRESENTATIONS AND WARRANTIES
OF GFN (US)

 


GFN
(US) and GFN jointly and severally hereby represent and warrant to
the Purchaser that the following statements are true and correct as
of the date hereof and as of the Closing:

 

5.1 Organization and Good
Standing

 


. GFN
(US) is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation. GFN (US) has
all corporate power and authority, and all Licenses and Permits,
necessary to own or lease and operate its properties and assets and
to carry on its business as now being conducted. GFN (US) has the
requisite corporate power and authority to enter into this
Agreement and each Related Agreement to which it is a party and to
consummate the transactions contemplated hereby and by the Related
Agreements.

 

5.2 Authorization; Binding
Obligations

 


. The
execution, delivery and performance by GFN (US) of this Agreement
and each of the Related Agreements by GFN (US) and the consummation
of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of GFN (US). This
Agreement has been duly executed and delivered by GFN (US), and, at
the Closing, each of the Related Agreements will be duly executed
and delivered by GFN (US). This Agreement is, and each Related
Agreement will at the time of the Closing be, a legal, valid and
binding obligation of GFN (US), enforceable against GFN (US) in
accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or conveyance or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability and except as rights of indemnity or contribution
may be limited by federal or state securities or other laws or the
public policy underlying such laws.

 

5.3 No Violation; Existing
Defaults

 


.

 

(a) The execution,
delivery and performance by GFN (US) of this Agreement and each of
the Related Agreements and the consummation of the transactions
contemplated hereby and thereby do not and will not violate or
conflict with, or cause a default under, or give rise to a right of
termination under, (i) the charter or bylaws (and similar
organization documents) of GFN (US), as in effect on the date
hereof; (ii) any Applicable Laws; or (iii) any term of
any lease, credit agreement, indenture, note, mortgage, instrument
or other agreement to which GFN (US) is a party or by which any of
its properties or assets are bound.

 

(b) Except as set forth
in Schedule 5.3(b), GFN (US)
is not in default, breach or violation of (i) its charter or
bylaws (and similar organization documents), as in effect on the
date hereof, (ii) any material term of any material lease,
credit agreement, note, instrument or other agreement to which it
is a party or by which any of its properties or assets are bound or
(iii) any Applicable Laws. Without limiting the generality of
the foregoing, except as set forth in Schedule 5.3(b), no
"default" or "event of default" or other breach has occurred and is
continuing under any agreement, instrument or other document to
which GFN (US) is a party which evidences or governs any
Indebtedness of GFN (US).

 

6. REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER.

 


The
Purchaser represents and warrants to the Company Group that the
following statements are true and complete as of the date
hereof:

 

6.1 Organization and Good
Standing

 


. The
Purchaser is a limited partnership formed and validly existing under
the laws of the State of Delaware, and has all requisite power and
authority to enter into this Agreement and each Related Agreement
to which it is a party and to consummate the transactions
contemplated hereby and thereby.

 

6.2 Authorization

 


. The
execution, delivery and performance of this Agreement and of each
of the Related Agreements to which the Purchaser is a party, and
the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the
part of the Purchaser.

 

6.3 Due Execution and Delivery; Binding
Obligations

 


. This
Agreement has been duly executed and delivered by the Purchaser.
This Agreement is, and at the time of the Closing each Related
Agreement to which the Purchaser is a party will be, a legal, valid
and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or similar laws relating to or
limiting creditors' rights generally or by equitable principles
relating to enforceability and except as rights of indemnity or
contribution may be limited by federal or state securities or other
laws or the public policy underlying such laws.

 

6.4 No Violation

 


. The
execution, delivery and performance by the Purchaser of this
Agreement and each Related Agreement to which the Purchaser is a
party, and the consummation of the transactions contemplated
hereby, do not violate (a) any law, statute, rule or
regulation applicable to the Purchaser, (b) the limited partnership
agreement of the
Purchaser in effect on the date hereof, (c) any order, ruling,
judgment or decree of any Governmental Authority binding the
Purchaser or (d) any term of any material indenture, mortgage,
lease, agreement or instrument to which the Purchaser is a
party.

 

6.5 Investment Intent

 


. The
Purchaser is acquiring the Notes for its own account, for
investment purposes, and not with a view to or for sale in
connection with any distribution thereof. The Purchaser understands
that issuance and sale of the Notes have not been registered under
the Securities Act or registered or qualified under any state
securities law in reliance upon specific exemptions therefrom,
which exemptions may depend upon, among other things, the bona fide
nature of the Purchaser's investment intent as expressed
herein.

 

6.6 Accredited Investor
Status

 


. The
Purchaser is an "accredited investor" (as such term is defined in
Rule 501 of Regulation D under the Securities Act). By
reason of its business and financial experience, the Purchaser has
such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and
risks of the investment in the Notes, has the capacity to protect
its own interests, and is able to bear the economic risk of such
investment. The Purchaser has had an opportunity to review the
books and records of the Company Group and to ask questions of
representatives of the Company Group concerning the terms and
conditions of the transactions contemplated by this
Agreement.

 

6.7 Purchaser Consents

 


. The
execution and delivery by the Purchaser of this Agreement and each
of the Related Agreements to which it is a party, and the
consummation by the Purchaser of the transactions contemplated
hereby, do not and will not require the Consent of any Governmental
Authority or any other Person to be obtained or made by Purchaser,
other than Consents that have already been obtained or made by
Purchaser.

 

6.8 Brokers

 


.
Neither the Purchaser nor any of its Affiliates have paid or are
obligated to pay any fee or commission to any broker, finder,
investment banker or other intermediary in connection with this
Agreement, any Related Agreement or any of the transactions
contemplated hereby or thereby.

 

 

7. CONDITIONS TO THE OBLIGATIONS
OF THE PURCHASER.

 


The
obligation of the Purchaser to consummate the transactions
contemplated hereby are subject to the satisfaction, prior to or at
the Closing, of the conditions set forth in this Section 7; provided, however, that any or all of
such conditions may be waived, in whole or in part, by the
Purchaser in its sole and absolute discretion:

 

7.1 Representations and Warranties; No
Default

 


. Each
of the representations and warranties made by the Company, GFN, GFN
(US) and the other members of the Company Group contained in this
Agreement shall be true and correct as of the date made, and shall
be true and correct in all material respects (except such
representations and warranties that are “materiality”
or “Material Adverse Effect” qualified, in which case
such representations and warranties must be true and correct in all
respects) as of the Closing Date, with the same effect as if made
on and as of the Closing Date. Each of the covenants, agreements
and obligations of the Company, GFN, GFN (US) and the other members
of the Company Group under this Agreement to be performed or
satisfied by it or them on or prior to the Closing Date shall have
been performed or satisfied by it or them on or before the Closing
Date; no Default or Event of Default shall exist or have occurred;
and no Default or Event of Default shall exist or result from the
issuance and sale of the Securities or the other transactions
contemplated by this Agreement. Each of the Company, GFN, GFN (US)
and other members of the Company Group shall have delivered to the
Purchaser an officers' certificate, signed by the President and the
Chief Financial Officer of each such entity, dated as of the
Closing Date, to such effect and to the effect that each of the
other conditions set forth in this Section 7.1 have been
satisfied and fulfilled.

 

7.2 Closing and Other
Fees

 


. The
Company shall have paid to the Purchaser (a) a non- refundable,
non-accountable closing fee of US$800,000 (“Closing Fee”),
plus (b) all costs
and expenses required to be reimbursed by the Company under
Section 15.10
hereof, which such amounts shall be withheld by the Purchaser from
the Purchase Price and which withholding shall constitute payment
in full of the Company's obligation with respect to such closing
fee.

 

7.3 Purchase Permitted By Applicable
Laws

 


. The
consummation of the transactions contemplated by this Agreement and
any Related Agreement shall not be prohibited by or violate any
Applicable Laws. Without limiting the generality of the foregoing,
the consummation of the transactions contemplated hereby shall
otherwise comply with all applicable requirements of federal
securities and state securities or "blue sky" laws and similar laws
of Australia.  

 

7.4 No Material Adverse
Changes

 


. Since
the date of this Agreement, there shall not have occurred a
Material Adverse Effect with respect to any member of the Company
Group. Since the date of this Agreement, there shall not have
occurred any material adverse change, as reasonably determined by
the Purchaser, in the financial or capital markets generally, or in
the markets for subordinate debt or warrants or other equity
securities in each case that has caused or could reasonably be
expected to adversely impact the Purchaser's investment in the
Notes.

 

 

7.5 No Injunction or
Order

 


. There
shall not have been issued any injunction, order, decree or ruling
that prohibits or limits any of the transactions contemplated by
this Agreement or the Related Agreements, and there shall not be
any action, suit, proceeding or investigation pending or, to the
Knowledge of the Company, threatened against GFN of any of its
Subsidiaries that (a) draws into question the validity,
legality or enforceability of this Agreement or any of the Related
Agreements or the consummation of the transactions contemplated
hereby or thereby or (b) might result, in the judgment of the
Purchaser, in the imposition of a penalty if the Securities were
delivered as contemplated hereunder or in any Material Adverse
Change for any member of the Company Group.

 

7.6 Opinion of Counsel

 


. The
Purchaser shall have received opinion letters from Gilbert + Tobin
and Morrison & Foerster LLP, counsel to the Issuers, dated the
Closing Date and addressed to the Purchaser, in customary form and
substance reasonably satisfactory to the Purchaser and its legal
counsel.

 

7.7 Delivery of Certain Closing
Documents

 


. The
Company Group shall have delivered or caused to be delivered to the
Purchaser the following closing documents:

 

(a) The Notes, duly
executed by the Issuers;

 

(b) The Convertible
Note, executed by GFN;

 

(c) The Registration
Rights Agreement, duly executed by GFN;

 

(d) The Board Observer
Agreement duly executed by GFN;

 

(e) The Guaranty(ies),
duly executed by the Guarantor(s);

 

(f) The Pledge
Agreement(s) (with the original stock certificates pledged thereby
with undated stock transfer forms executed in blank), duly executed
by the Pledgors;

 

(g) The CHESS
Agreement(s), duly executed by each party thereto other than the
Purchaser;

 

(h) The Additional
Australian Agreement(s) (with the original stock certificates and
share transfer forms pledged thereby), duly executed by the
Additional Pledgors;

 

(i) Unanimous Board and
Shareholder approval of the Additional Guarantors and Additional
Pledgors approving the execution and entry into by the Additional
Pledgors and Additional Guarantors of the Additional Australian
Agreement(s) and the CHESS Agreements, in such form as approved by
Purchaser in its discretion;

 

(j) [not used];
and

 

(k) [not
used].

 

7.8 Additional
Documents

 


. The
Company shall have delivered to the Purchaser at or prior to the
Closing the following collateral documents, each dated as of the
Closing Date:

 

(a) Evidence in a form
that is reasonably satisfactory to the Purchaser of security
interests in the Collateral;

 

(b) [not
used];

 

(c) [not used];
and

 

(d) Such other
documents relating to the Collateral as the Purchaser may
reasonably request in order to create, charge, file, amend,
maintain or perfect (as applicable) the Liens in favor of the
Purchaser pursuant to the Pledge Agreement, the Additional
Australian Agreements, and the other Collateral
Documents.

 

7.9 Delivery of Corporate Documents of the
Company

 


. The
Company shall have delivered to the Purchaser at or prior to the
Closing the following corporate documents with respect to the
Company:

 

(a) Certified copies of
its constitution as amended through the Closing Date, certified by
its Secretary as being in full force and effect as of the Closing
Date;

 

(b) [not
used];

 

(c) Resolutions of its
Board of Directors approving and authorizing the execution and
delivery of this Agreement, the Notes and the other Related
Agreements to which it is a party and the consummation of the
transactions contemplated thereby, certified by its Secretary as
being in full force and effect as of the Closing Date;

 

(d) [not used];
and

 

(e) [not
used].

 

7.10 Delivery of Subsidiary Corporate
Documents

 


. The
Company shall have delivered to the Purchaser at or prior to the
Closing the following corporate documents with respect to each
Subsidiary of the Company:

 

(a) Certified copies of
its constitution as amended through the Closing Date, certified by
its Secretary as being in full force and effect as of the Closing
Date (the “Subsidiary
Charters”);

 

(b) [not
used];

 

(c) Resolutions of its
Board of Directors approving and authorizing the execution and
delivery of the Related Agreements to which it is a party and the
consummation of the transactions contemplated thereby;
and

 

(d) [not
used].

 

7.11 Delivery of GFN and GFN (US) Corporate
Documents

 


. Each
of GFN and GFN (US) shall have delivered to the Purchaser at or
prior to the Closing the following corporate documents with respect
to such entity:

 

(a) Certified copies of
its charter or similar organizational documents as amended through
the Closing Date, certified by its Secretary as being in full force
and effect as of the Closing Date;

 

(b) A good standing (or
similar) certificate and, if available, a good standing (or
similar) tax certificate, issued by the applicable Governmental
Authority, in each case dated as of a recent practicable date prior
to the Closing Date;

 

(c) Foreign good
standing (or similar) certificates from each jurisdiction in which
it is required to be qualified to transact business as a foreign
corporation or other entity, in each case dated as of a recent
practicable date prior to the Closing Date;

 

(d) Copies of its
bylaws or similar governing document as amended through the Closing
Date, certified by its Secretary as being in full force and effect
as of the Closing Date;

 

(e) Resolutions of its
Board of Directors approving and authorizing the execution and
delivery of the Related Agreements to which it is a party and the
consummation of the transactions contemplated thereby;

 

(f) [not used];
and

 

(g) Incumbency
certificates of its officers who are authorized to execute, deliver
and perform this Agreement, the Related Agreements and any other
agreements, instruments, certificate or other documents required to
be executed by it in connection herewith.

 

7.12 Repayment of Existing Indebtedness and
Termination of Liens

 


.
Except for non-material Indebtedness (that does not include
Indebtedness for borrowed money) of Royal Wolf Holdings and its
Subsidiaries incurred in the ordinary course of business prior to
or simultaneously with the Closing, GFN (US), the Company and each
of its Subsidiaries shall have paid in full all Indebtedness other
than either (i) the Existing Bank Indebtedness, or (ii) the
Deutsche Bank Indebtedness, and shall have terminated and released
in full any and all Liens other than either (i) the Existing Liens
(provided that none of such Existing Liens extend to any assets of
GFN (US), Holdings, or Finance), or (ii) the Deutsche Bank Liens,
and the Company shall have delivered to the Purchaser written
evidence of the same that is satisfactory to
Purchaser.

 

7.13 Insurance

 


. The
Company shall deliver to the Purchaser evidence of compliance with
the requirements of Section 9.6 with respect
to the Purchaser.

 

7.14 Third Party
Consents

 


. GFN
and each of its Subsidiaries shall have obtained all Consents
required to be obtained in connection with the transactions
contemplated by this Agreement and delivered evidence thereof to
the Purchaser, such evidence to be in such form as approved by
Purchaser in its reasonable discretion.

 

7.15 Use of Proceeds

 


. Upon
the Closing, the debt and equity interests of the Purchaser and its
Affiliates in the GFN (US) Entities will be as set forth on
Schedule 2.3, and
the Company and its Subsidiaries will have access to the funds set
forth on such Schedule.

 

7.16 No Cease Trade
Orders

 


. No
order, ruling or determination having the effect of suspending the
sale or ceasing the trading of the GFN Common Stock or any other
securities of GFN shall have been issued or made by any
Governmental Authority or securities exchange and shall be
continuing in effect and no proceedings for that purpose shall have
been instituted or shall be pending, contemplated or threatened by
any such authority or under any Applicable Laws.

 

7.17 Documents in Satisfactory
Form

 


. All
proceedings taken prior to or at the Closing in connection with the
issuance and sale of the Securities, the grant of Liens in favor of
the Purchaser and the consummation of the other transactions
contemplated hereby and in the Related Agreements, and all papers
and other documents relating thereto, shall be in form and
substance satisfactory to the Purchaser and its legal counsel, and
the Purchaser shall have received copies of such documents and
papers, all in form and substance reasonably satisfactory to the
Purchaser and its counsel, all such documents, where appropriate,
to be counterpart originals and/ or certified by proper
authorities, corporate officials and other Persons. Without
limiting the generality of the foregoing, the Company shall have
made such arrangements as may be requested by the Purchaser for the
direct payment to the Purchaser's third party service providers of
the costs and expenses incurred by the Purchaser, as provided in
Section 15.10.

 

7.18 Off-Market Takeover
Bid

 


. The
Company must not amend or vary, waive any condition of, or allow
any amendment or variation to, the off-market takeover bid as
provided in the Bidder’s Statement attached hereto as
Exhibit I (the
“Bidder’s
Statement”) and must not amend or vary, waive any
condition of, or allow any amendment or variation to the Bid
Implementation Agreement also attached hereto in Exhibit J without the
Purchaser’s prior written consent (which may be withheld in
its sole discretion) or issue a supplementary bidder's statement to
the Bidder's Statement without the Purchaser’s prior written
consent, provided that nothing in this Agreement shall restrict the
Company from issuing a supplementary bidder’s statement if
the Company is required to do so to comply with applicable law. The
condition in Section 9.8(a) of the Bidder’s Statement must
have been fulfilled or waived, and the conditions in Sections
9.8(b) to (j) of the Bidder’s Statement must not have been
triggered during the takeover bid offer period or, if a condition
in Section 9.8(b) to (j) has been triggered, it must have been
waived with the Purchaser’s consent as contemplated in this
Section 7.18. The
Company shall have delivered evidence of the foregoing to Purchaser
including (if applicable) by providing a copy of the notice served
on Royal Wolf Holdings in accordance with Section 650F of the
Corporations Act, declaring that the Company has freed the offers
from all relevant defeating conditions.

 

7.19 Transfer of Capital Stock/Delivery of
Shares and Stock Transfer Forms

 


. On or
prior to the Closing Date, GFN (US) must have transferred any and
all of the Capital Stock it holds in Royal Wolf Holdings to
Holdings free and clear of all Liens and have delivered written
confirmation to the Purchaser of same, including such information
or evidence as the Purchaser may reasonably require in relation to
same.  (b) On or prior to the Closing Date, GFN (US)
must have delivered to Purchaser stock certificates evidencing all
of the issued and outstanding shares (together with undated stock
transfer forms executed in blank) of Holdings.  (c) On or
prior to the Closing Date, GFN (US) must have delivered to
Purchaser stock certificates evidencing all of the issued and
outstanding shares (together with undated stock transfer forms
executed in blank) of Finance.  (d) On or prior to the
Closing Date, GFN (US) and/or Holdings must have entered into one
or more CHESS sponsorship agreement(s) substantially in the form
attached hereto as Exhibit K or in a form approved by Purchaser
(the “CHESS
Agreement”) relating to 51% of the issued and
outstanding shares (together with undated stock transfer forms
executed in blank) of Royal Wolf Holdings. (e) At the earliest
possible time permitted under the terms of the takeover bid set out
in the Bidder’s Statement, Holdings must have entered into
one or more CHESS Agreements relating, in aggregate with those
shares referenced in (d) above, to at least 90% of the issued and
outstanding shares (together with undated stock transfer forms
executed in blank) of Royal Wolf Holdings. At or prior to Closing,
Bison shall (x) be entitled to have registered its perfected, first
priority security interest in the shares referenced in subclauses
(d) and (e), above with the Personal Property Securities Registrar
of Australia, and such perfected, first priority security interest
shall be in full force and effect at the Closing, and (y) have
executed and delivered to it such other documents (if any) as may
be necessary to confirm and evidence its perfected, first priority
security interest in all such shares.


 

8. CONDITIONS TO THE OBLIGATIONS
OF THE COMPANY GROUP.

 


The
obligation of the Company Group to consummate the transactions
contemplated hereby is subject to the satisfaction, prior to the
Closing, of the conditions set forth in this Section 8; provided, however, that any or all of
such conditions may be waived, in whole or in part, by GFN in its
sole and absolute discretion:

 

8.1 Representations and
Warranties

 


. The
representations and warranties of the Purchaser contained in this
Agreement shall be true and correct in all material respects at and
as of the Closing Date after giving effect to the transactions
contemplated by this Agreement, as if made on and as of such date,
and the Purchaser shall have performed or satisfied all of its
covenants and agreements hereunder to be performed or satisfied on
or prior to the Closing Date.

 

8.2 Purchase Permitted By Applicable
Laws

 


. The
consummation of the transactions contemplated by this Agreement
shall not be prohibited by or violate in any material respect any
Applicable Laws, and shall not be enjoined (temporarily or
permanently) under, or prohibited by or contrary to, any
injunction, order or decree. Without limiting the generality of the
foregoing, the consummation of the transactions contemplated hereby
shall otherwise comply in all material respects with all applicable
requirements of federal and state securities laws.

 

8.3 No Material Judgment or
Order

 


. There
shall not be any judgment, ruling or order of any Governmental
Authority which, in the reasonable judgment of GFN, would prohibit
the issuance or delivery of the Securities, or subject GFN or its
Subsidiaries to any material penalty if the Securities were to be
delivered hereunder.

 

8.4 Payment for the
Securities

 


. The
Purchaser shall have delivered to the Company the Purchase Price
required to be paid by Section 2.1.

 

9. AFFIRMATIVE COVENANTS.

 


The
covenants set forth in this Section 9 shall survive
until all Indebtedness (including, without limitation, all
principal of, premium, if any, and interest) and other amounts
owing under the Notes has been paid in full. The Company Group
shall comply, or cause the applicable party to comply, with all
such, covenants beginning as of the date first written above
unless, as expressly provided in this Section 9 below, such
compliance is to start at a later date.

 

9.1 Payments with Respect to the
Notes

 


. The
Issuers shall pay all principal of, premium, if any, interest and
other amounts due pursuant to the terms of the Notes on the dates
and in the manner provided for therein including, without
limitation, all mandatory prepayments of principal of and interest
on the Notes as specifically required under the terms of the
Notes.

 

9.2 Information
Covenants

 


. The
Company shall furnish to the Purchaser:

 

(a) As soon as
available, but no later than 120 days after the end of each fiscal
year of GFN, (i) the audited consolidated balance sheets of
GFN and its Subsidiaries at the end of such year, and (ii) the
related audited consolidated statements of income, stockholders'
equity and cash flows for such fiscal year, setting forth in
comparative form with respect to such financial statements figures
for the previous fiscal year, all in reasonable detail, together
with the opinion thereon of independent public accountants selected
by GFN and reasonably satisfactory to the Purchaser (it being
understood that the current accountants of the Company are
satisfactory to the Purchaser), which opinion shall be unqualified
and shall state that such financial statements have been prepared
in accordance with GAAP applied, or IFRS, as applicable, on a basis
consistent with that of the preceding fiscal year (except for
changes, if any, which shall be specified and approved by the
Purchaser in advance of the delivery of such opinion) and that the
audit by such accountants in connection with such financial
statements has been made in accordance with generally accepted
auditing standards; provided, however, that such accountants'
certification may be limited to the consolidated financial
statements; provided
further, however, that the Company shall
not be required to furnish to the Purchaser the information set
forth in this clause (a) if GFN is required to file with the
SEC, by the time such information is required to be furnished to
the Purchaser under this clause (a), the information,
documents and other reports required to be filed with the SEC
pursuant to Sections 13, 14 or 15(d) of the Exchange
Act;

 

(b) As soon as
available, but no later than 55 days after the end of each of the
first three (3) quarterly accounting periods in each fiscal
year of GFN, (i) the unaudited consolidated balance sheet of
GFN and its Subsidiaries as at the end of such period, and
(ii) the related unaudited consolidated statements of income
and cash flows for such period and for the period from the
beginning of the current fiscal year to the end of such period, all
in reasonable detail and signed by the Chief Financial Officer of
GFN; provided,
however, that the
Company shall not be required to furnish to the Purchaser the
information set forth in this clause (b) if the Company is
required to file with the SEC, by the time such information is
required to be furnished to the Purchaser under this
clause (b), the information, documents and other reports
required to be filed with the SEC pursuant to Section 13, 14
or 15(d) of the Exchange Act;

 

(c) [intentionally
omitted];

 

 

(d) As soon as
available, but no later than 120 days after the end of each fiscal
year of the Company, (i) the audited consolidated balance sheets of
the Company and its Subsidiaries at the end of such year, and (ii)
the related audited consolidated statements of income,
stockholders' equity and cash flows for such fiscal year, setting
forth in comparative form with respect to such financial statements
figures for the previous fiscal year, all in reasonable detail,
together with the opinion thereon of independent public accountants
selected by GFN and reasonably satisfactory to the Purchaser, which
opinion shall be unqualified and shall state that such financial
statements have been prepared in accordance with GAAP applied, or
IFRS, as applicable, on a basis consistent with that of the
preceding fiscal year (except for changes, if any, which shall be
specified and approved by the Purchaser in advance of the delivery
of such opinion) and that the audit by such accountants in
connection with such financial statements has been made in
accordance with generally accepted auditing standards; provided,
however, that such accountants' certification may be limited to the
consolidated financial statements;

 

(e) As soon as
available, but no later than 55 days after the end of each of the
first 3 quarterly accounting periods in each fiscal year of the
Company, (i) the unaudited consolidated balance sheet of the
Company and its Subsidiaries as at the end of such period, and
(ii) the related unaudited consolidated statements of income
and cash flows for such period and for the period from the
beginning of the current fiscal year to the end of such period, all
in reasonable detail and signed by the Chief Financial Officer of
the Company;

 

(f) as soon as
available, but in any event within 30 days after the end of each of
the first 11 months of each fiscal year of the Company (commencing
with the fiscal month following the Closing), a consolidated
balance sheet of the Company and its Subsidiaries as of the end of
such month, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such month and
for the portion of the Company’s fiscal year than ended
setting forth in each case in comparative form for the
corresponding month of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in
reasonable detail and duly certified by the chief executive
officer, chief financial officer, treasurer or controller of the
Company;

 

(g) Promptly (but not
later than 5 Business Days) after their becoming available, copies
of any material notices and other material communications from the
SEC or from any other Governmental Authority which specifically
relate to GFN or any of its Subsidiaries;

 

(h) Promptly (but not
later than 5 Business Days) following receipt thereof, copies of
all audit reports and management letters, if any, submitted to
(i) on and from the date hereof, the Company or Finance and
(ii) on and after the Closing Date, to the Company or any of
its Subsidiaries, in each case by independent public accountants in
connection with each interim or special audit of the books of any
such Person made by such accountants and copies of all financial
statements, reports, notices and proxy statements, if any, sent by
any such Person to its stockholders generally;

 

 

(i) As soon as
practicable (but not later than 5 Business Days) following, notice
of: (i) the institution or commencement of any action, suit,
proceeding or investigation by or against or affecting the Company
or any of its Subsidiaries or any of its or their respective assets
involving the SEC or a securities exchange; (ii) any
litigation or proceeding instituted by or against the Company or
any of its Subsidiaries, or any judgment, award, decree, order or
determination relating to any litigation or proceeding involving
the Company or any of its Subsidiaries that could have a Material
Adverse Effect on the Company and its Subsidiaries, individually or
taken as a whole; and (iii) the imposition or creation of any
Lien against any asset of the Company or any of its Subsidiaries
other than renewals or extensions of Deutsche Bank Liens and other
than Permitted Liens; provided, that at the time the
information is so furnished, it shall not contain any untrue
statement of a material fact and shall not omit to state a material
fact known to the Company or any Subsidiary thereof necessary in
order to make the statements contained therein not misleading in
light of the circumstances under which such information is
furnished;

 

(j) As soon as
practicable (but not later than 5 Business Days) following receipt
or issuance by Royal Wolf Holdings or any of its Subsidiaries, true
and complete copies of (i) all covenant compliance
certificates, budgets, financials, projections, requests for
waivers, notices of default, requests for amendments or other
material documents relating to any agreements, instruments or other
documents evidencing or governing any Indebtedness, and
(ii) any agreements, instruments and other material documents
relating to any Indebtedness entered into by GFN (US) or any of its
Subsidiaries;

 

(k) Not later than the
45th day
after the end of each fiscal quarter of each fiscal year of the
Company, a certificate of the Chief Financial Officer of the
Company, in substantially the form of Exhibit L (a "Compliance Certificate"),
setting forth, among other things, the calculations required to
establish compliance with the financial covenants set forth in
Section 10.15
and the absence of Liens except as permitted under Section 10.2, in each case,
with respect to such quarterly period; provided, that at the time the
information is so furnished, it shall not contain any untrue
statement of a material fact, shall be complete and correct in all
material respects to the extent necessary to give the Purchaser
sufficient and accurate knowledge of the subject matter thereof,
and shall not omit to state a material fact necessary in order to
make the statements contained therein not misleading in light of
the circumstances under which such information is
furnished;

 

(l) Concurrently with
its delivery to the members of the Board of GFN, true and complete
copies of all Company reports, budgets, materials and other
information furnished to such Board members including but not
limited to in contemplation of, or in response to subsequent
information requests made at, a Board meeting with respect to GFN
or the Company or its Subsidiaries including, but not limited to,
in contemplation of, or in response to subsequent information
requests made at, a Board meeting (subject to the limitation in the
last sentence of Section 9.5), including,
without limitation, copies of the information package delivered to
such Board members in connection with, or in response to subsequent
information requests made at, each Board meeting, which package
shall consist of (i) financial statements; (ii) financial
ratio analysis and departmental cost accounting information;
(iii) an executive summary with respect to performance; and
(iv) such additional information as may be included therein;
provided,
however, that if
the information package for any quarter or the annual operating
budget for any fiscal year is not delivered to the Board members
with respect to any particular quarter or fiscal year, as the case
may be, the Company shall nonetheless deliver the same to the
Purchaser within 30 days after the end of such quarter or not later
than 30 days prior to the commencement of such fiscal year, as the
case may be; and, provided, further, that if a Default or
Event of Default has occurred and is then existing, then the
Company shall provide information packages as described in this
paragraph not later than the 25th day after the end
of each month; and provided, further, the Company shall not
be required to deliver any reports, budgets, materials and other
information to Purchaser, or portions thereof, if the delivery of
such information would, in the opinion of legal counsel of GFN or
any its Subsidiaries, cause GFN or any of its Subsidiaries to lose
attorney-client privilege with respect to such reports, budgets,
materials and other information furnished to such Board members not
later than the 25th day after the end
of each month.

 

(m) Promptly after its
request, true and complete copies of such other information
concerning the business, affairs and condition of GFN, GFN (US),
the Company and its Subsidiaries as the Purchaser may from time to
time reasonably request;

 

(n) As soon as
practicable (but within 10 Business Days of the establishment
thereof), written notice of the establishment of any new deposit
account, spread account, yield supplement reserve account,
operating account, trust account, trust receivable account or other
account of any kind or nature into which material funds of GFN (US)
or any of its Subsidiaries (including funds in which the Company
maintain a contingent or residual interest) will be deposited from
time to time;

 

(o) As soon as
practicable (but not later than 5 Business Days) after any member
of the Company Group has knowledge of a breach of any
representation, warranty or covenant of any member of the Company
Group set forth in this Agreement or any Related Agreement, written
notice of such breach;

 

(p) As soon as
practicable (but not later than 2 Business Days) after receipt or
delivery by any Deutsche Bank Loan Party of any written
communication to or from a Deutsche Bank Lender that is required
under or given pursuant to the Deutsche Bank Credit Documents, a
copy of such written communication; and

 

(q) As soon as
practicable (but not later than 2 Business Days) after any member
of the Company Group has knowledge of a review event, breach of any
representation, warranty or covenant, default or event of default
under the Deutsche Bank Credit Documents, together with all
correspondence relating thereto.

 

9.3 Performance of Related
Agreements

 


. GFN
(US) and its Subsidiaries (to the extent that they are parties
thereto) shall perform, comply in all material respects with and
observe in all material respects all of its obligations under the
Related Agreements, the ANZ Credit Documents, the CBA Credit
Documents, and the Credit Suisse Credit Documents.

 

 

9.4 Legal Existence; Compliance with
Laws

 


. Each
GFN (US) Entity shall (a) maintain its legal existence;
(b) maintain all properties which are reasonably necessary for
the conduct of such business, now or hereafter owned, in good
repair, working order and condition; (c) take all actions
necessary to maintain and keep in full force and effect all of its
Licenses and Permits necessary for the conduct of its business as
from time to time conducted; (d) comply in all material
respects with all Applicable Laws (including, without limitation,
the Foreign Corrupt Practices Act of 1977, as amended, or any
Applicable Law of similar effect) in respect of the conduct of its
business and the ownership of its properties in the jurisdictions
in which it conducts its business, and (e) perform and observe all
the terms and provisions of each material Contract to be performed
or observed by it, and maintain each such material Contract in full
force and effect, enforce each such material Contract in accordance
with its terms; provided, however, that nothing in this
Section 9.4
shall be interpreted to restrict or in any manner affect, so long
as each GFN (US) Entity confirms, reestablishes or ratifies (as may
be necessary) all security interests of Purchaser in the Collateral
and all guarantees for the benefit of Purchaser contemplated in
this Agreement and the Related Agreements: (i) any GFN (US)
Entity’s right to merge or consolidate with another GFN (US)
Entity or liquidate and dissolve if all of its assets (net of
liabilities, if such liabilities are not assumed) are distributed
transferred to another GFN (US) Entity; (ii) the Company's or any
of its Subsidiaries' ability to elect to discontinue any line of
business or to discontinue doing business in any jurisdiction, if
the Board of the Company or of such Subsidiary, as the case may be,
deems such discontinuance to be in its best interests. Promptly
after Closing (and in no event later than 5 Business Days after the
Closing) the Company shall cause each of its Subsidiaries to amend
each of the Subsidiary Charters (substantially in the form attached
hereto as Exhibit M and as approved by the Purchaser in good faith)
to provide for preferred stock with dividend payments sufficient to
permit the Issuers to service the Notes, and such preferred stock
shall within such time frame be issued to the Company, Finance, and
each Subsidiary as applicable.

 

9.5 Books, Records and
Inspections

 


. The
Company shall, and shall cause each of its Subsidiaries to, keep
proper books of record and account in which full, true and complete
entries in conformity with IFRS or GAAP and all requirements of
Applicable Laws shall be made of all dealings and transactions in
relation to its business and activities. The Company shall, and
shall cause each of its Subsidiaries to, permit officers and
designated representatives and/or agents of the Purchaser to visit
and inspect any of the properties of the Company or such
Subsidiaries, to examine the books of account of the Company or
such Subsidiaries and to discuss the affairs, finances and accounts
of the Company or such Subsidiaries with, and be advised as to the
same by, its officers and independent accountants, all at such
reasonable times and intervals and to such reasonable extent as the
Purchaser may then request. The Purchaser shall have the right to
attend and receive materials provided as part of Board meetings of
the Company and any of its Subsidiaries in which the results,
prospects and strategy of the Company or any of its Subsidiaries
are discussed. Unless there is an Event of Default (as defined
below) the Purchaser may elect to have the Company reimburse one
representative of the Purchaser for the reasonable costs (coach
airfare) of attending one Board meeting that is being held in
Australia in any 12 month period. Notwithstanding the foregoing,
the Purchaser shall not be entitled to be present at any
discussions, or receive Board package or other materials that
involve matters between GFN or any of its Subsidiaries and the
Purchaser (or its Affiliates) or to participate in discussions
involving third party claims (or potential third party claims)
against GFN or any of its Subsidiaries at which legal counsel for
GFN or any of its Subsidiaries is present and the attendance by the
Purchaser would, in the opinion of legal counsel, cause GFN or any
of its Subsidiaries to lose attorney-client privilege with respect
to such discussions.

 

9.6 Insurance

 


. GFN
(US) and the Company shall maintain with financially sound and
reputable insurers policies of insurance, coverage amounts and
related terms and conditions for GFN (US), the Company and its
Subsidiaries normally maintained by companies engaged in the same
or similar business as GFN (US) and its Subsidiaries. Such
insurance shall include, without limitation, comprehensive general
liability, fire and extended coverage, product liability and
recall, property damage, workers' compensation, flood insurance (if
customarily maintained in locations in which the Company or any of
its Subsidiaries is located), earthquake loss insurance (if
customarily maintained in locations in which the Company or any of
its Subsidiaries is located), environmental liability insurance,
business interruption insurance (either for loss of revenues or for
additional expenses) and directors and officers liability
insurance. All insurance covering liability shall name the
Purchaser as additional insureds, and all insurance proceeds
covering property subject to a Lien in favor of the Purchaser
shall, with respect to any casualty or loss, be used to repair or
replace such property, or, if not so applied, shall be paid to the
Purchaser. Each of the insurance policies required to be maintained
under this Section 9.6 shall provide
for at least 30 days' prior written notice to the Purchaser of the
cancellation or substantial modification thereof.

 

9.7 Taxes

 


. GFN
(US) shall, and shall cause each of its Subsidiaries to, pay and
discharge when due all Taxes, except as contested in good faith and
by appropriate proceedings if adequate reserves (in the good faith
judgment of the management of the Company) have been established
with respect thereto.

 

9.8 Communication with
Accountants

 


. So
long as no Default or Event of Default has occurred and is
continuing, the Purchaser shall not communicate directly with the
Company's independent certified public accountants about GFN or any
of its Subsidiaries without the prior written consent of GFN, which
consent shall not be unreasonably withheld. If any Default or Event
of Default has occurred and is continuing, GFN hereby authorizes
its independent certified public accountants to (a) furnish to
the Purchaser any and all financial statements and other supporting
financial documents, work papers and schedules as the Purchaser may
request and (b) discuss with the Purchaser, as often as the
Purchaser may reasonably request, the accounts, financial
condition, business and affairs of the Company and its
Subsidiaries, in each case, without the consent of any member of
the Company Group.

 

9.9 ERISA

 


. In
the event that any GFN (US) Entity becomes subject to ERISA, such
GFN (US) Entity shall promptly provide written notice thereof to
the Purchaser, and, to the extent that a GFN (US) Entity is subject
to ERISA, such GFN (US) Entity shall comply with all applicable
provisions thereof.

 

9.10 Exchange Act
Compliance

 


. GFN
shall timely file with the SEC and Nasdaq (or other applicable
securities exchange) all documents required to be filed under the
Exchange Act. Each document to be filed will comply in all material
respects with all applicable requirements of the Securities Act,
the Exchange Act, and the rules of such securities exchange, as
applicable. The financial statements of GFN included in each
document to be filed by GFN with the SEC will comply in all
material respects as to form, as of the date of its filing with the
SEC, with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, will be
prepared in accordance with GAAP (except, in the case of unaudited
statements, as permitted by the SEC) and will fairly present in all
material respects the consolidated financial position of GFN and
its Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments consistent with past practices and
consistently applied).

 

 

9.11 Additional Guarantors and
Pledgors

 


. The
Company Group shall take all such action, and will cause each of
its Subsidiaries to take all such action, from time to time as
shall be necessary to ensure that all Subsidiaries of GFN (US)
(other than Royal Wolf Holdings and its Subsidiaries) are
Guarantors under the Guaranty and, as applicable, Pledgors under
the Pledge Agreements. Without limiting the generality of the
foregoing, if, subject to Section 10.5 and to the
extent permitted by Applicable Law, GFN (US) or any of its
Subsidiaries forms or acquires any new Subsidiary after the date
hereof (and such Subsidiary is not a Subsidiary of Royal Wolf
Holdings), the Company Group shall provide written notice of such
formation or acquisition to the Purchaser, and GFN (US) or such
Subsidiary will cause such new Subsidiary to execute and
deliver: (a) a joinder to the Guaranty and/or the Pledge Agreement,
in form and substance satisfactory to the Purchaser, pursuant to
which such Subsidiary would become a Guarantor and a Pledgor,
(b) (if such Subsidiary has any Subsidiaries) stock pledge
agreements, together with (i) certificates representing all of
the Capital Stock of any Person owned by such Subsidiary,
(ii) undated stock transfer forms executed in blank and
(iii) such opinions of counsel and such approving certificates
of such Subsidiary as the Purchaser may request in respect of
complying with any legend on any such certificate or any other
matter relating to such shares, and (c) such other agreements,
instruments, approvals or other documents as may be requested by
the Purchaser in order to create, perfect, establish, and maintain
(as applicable) the first priority of any Lien in favor of the
Purchaser to effect the intent that such Subsidiary shall become
bound by all of the terms, covenants and agreements contained in
the Related Agreements to which Guarantors and Pledgors are
parties. In addition, GFN (US) or such Subsidiary shall grant to
the Purchaser a valid security interest in the Capital Stock of
such new Subsidiary to secure the Obligations to the Purchaser. The
Purchaser acknowledges and agrees that the Subsidiaries of GFN that
are not direct or indirect Subsidiaries of GFN (US) shall not be
Guarantors.

 

9.12 Consents, Waivers and
Amendments

 


.
Notwithstanding anything to the contrary herein, in connection with
any request by any member of the Company Group for the Purchaser to
provide a Consent or approve an amendment with respect to this
Agreement or the Related Agreements, such request shall contain
information that, at the time the information is so furnished,
shall not contain any untrue statement of a material fact, is
complete and correct in all material respects to the extent
necessary to give the Purchaser sufficient and accurate knowledge
of the subject matter thereof, and does not omit to state a
material fact known to the Company Group necessary in order to make
the statements contained therein not misleading in light of the
circumstances under which such information is
furnished.

 

9.13 Intercreditor
Agreements

 


. Prior
to incurring any Subordinated Indebtedness, GFN (US) and its
Subsidiaries shall first obtain the approval of Purchaser (which
may be withheld in its sole discretion) and shall if such approval
is received cause the applicable Subordinated Lender to enter into
an Intercreditor Agreement with the Purchaser.

 

9.14 Additional Tax
Matters

 


.
Notwithstanding anything to the contrary herein and without
limiting Section 11, the parties
agree as follows:

 

(a) the Notes shall be
treated consistently by the parties as debt for United States
federal income Tax purposes; and

 

(b) all payments made
with respect to the Notes shall be made without any deduction or
withholding for or on account of any Tax (including without
limitation any Australian interest withholding Tax).

 

 

9.15 U.S.A. Patriot Act
Information

 


. To
help the government fight the funding of terrorism and money
laundering activities, federal law may require the Purchaser to
obtain, verify and record certain information. Each member of the
Company Group agrees to provide all such information and
documentation as to themselves as requested by the Purchaser to
ensure compliance with federal law.

 

9.16 Further Assurances

 


. From
time to time after the date hereof, each member of the Company
Group will execute and deliver, and will cause any of their
respective Subsidiaries and any other Persons to execute and
deliver, such additional instruments, certificates and documents,
and will take all such actions, as the Purchaser may reasonably
request for the purposes of implementing or effectuating the
provisions of this Agreement, the Securities or any other Related
Agreement or to establish, maintain, perfect or continue (as
applicable) the Purchaser's security interests in the Collateral.
Without limiting the foregoing, GFN (US) and its Subsidiaries will
provide within 10 Business Days following the Closing Date a true
and complete statutory declaration (in a form reasonably
satisfactory to the Purchaser) setting forth the location of the
assets of the Company and its Subsidiaries. Each member of the
Company Group will, and will cause each other member of the Company
Group to, utilize its best efforts to satisfy the conditions to
closing contained in Section 7 of this
Agreement.

 

9.17 Notification of Certain
Matters

 


. From
the date of this Agreement until the earlier of the Closing or the
termination of this Agreement, the Company will give prompt notice
to Purchaser of (i) the occurrence or nonoccurrence of any
fact or event, the occurrence or nonoccurrence of which would be
likely to cause any representation or warranty contained in this
Agreement to be untrue or inaccurate in any material respect at or
prior to the Closing Date, (ii) the discovery or receipt of
information or knowledge concerning any fact or circumstance which
would be likely to cause any representation or warranty contained
in this Agreement to be untrue or inaccurate in any material
respect at or prior to the Closing Date, (iii) any failure of
any member of the Company Group to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied
by it hereunder, (iv) any notice or other communication from
any Person alleging that the consent of such Person is or may be
required in connection with the transactions contemplated by this
Agreement and the Related Agreements, (v) any facts or
circumstances that could reasonably be expected to, individually or
in the aggregate, result in a Material Adverse Effect on any member
of the Company Group, (vi) any representation or warranty of any
member of the Company Group in this Agreement being untrue or
inaccurate as of the date first written above, and (vii) any notice
or communication to, or notice or communication from, ANZ, Credit
Suisse, or CBA in each case relating to any of the ANZ Credit
Documents, Credit Suisse Credit Documents, or CBA Credit Documents
(and the full content of such notices or communications shall be
included in such notice to Purchaser hereunder). The delivery of
any notice pursuant to this Section 9.17 will not cure such
breach or non-compliance or limit or otherwise affect the rights,
obligations or remedies available to Purchaser hereunder. From the
date of this Agreement until the earlier of the Closing or the
termination of this Agreement, the Company will promptly notify
Purchaser in writing of any pending or, to the knowledge of the
Company, threatened action, proceeding or investigation by any
Governmental Authority or any other Person (A) challenging or
seeking damages in connection with the transactions contemplated by
this Agreement or any Related Agreement, or (B) seeking to
restrain or prohibit the transactions contemplated by this
Agreement or the Related Agreements.

 

9.18 Board Observer

 


.
Beginning on the Closing and until all Indebtedness (including,
without limitation, all principal of, premium, if any, and
interest) and other amounts owing under the Notes has been paid in
full Purchaser shall (a) be entitled to have an observer, who
initially shall be Douglas Trussler, attend and participate in all
meetings of the Board of Directors of GFN (or any successor
thereto) and committees thereof, and such observer shall have all
rights (other than voting rights but including informational
rights) that any member of the Board of Directors of GFN has in his
or her role as such, and (b) promptly receive any and all
materials and other information (such as notices of meetings,
reports, board packages, and financial statements and reports)
provided to, or that may be provided to, any member of the Board of
Directors of GFN. GFN shall promptly take any and all actions
necessary to comply with the obligations in this Section 9.18.  Purchaser agrees that during the
period that a representative of Purchaser has rights to attend
meetings of the GFN Board as an observer, Purchaser shall be
subject to and shall comply with the GFN Insider Trading and
Disclosure Policy, including, without limitation, all trading
windows and black out periods. Notwithstanding the foregoing, the
representative of Purchaser acting as a Board observer shall not be
entitled to be present at any meeting or discussion, or receive
board package or other materials that involve matters between GFN
and the Purchaser (or its Affiliates) or to participate in
discussions involving third party claims (or potential third party
claims) against the GFN or its Subsidiaries at which legal counsel
for GFN or any of its Subsidiaries is present and the attendance by
the Purchaser would, in the opinion of legal counsel, cause GFN or
any of its Subsidiaries to lose the attorney-client privilege with
respect to such discussions.

 

9.19 PPS Act
Undertakings

 


.
Without limiting the operation of each Additional Australian
Agreement and each CHESS Agreement, each member of the Company
Group agrees, as notified by the Purchaser (or any of its nominees)
from time to time, to promptly take all actions to implement,
maintain and comply in all material respects with, procedures for
the perfection of Purchaser’s security interests under the
Related Agreements (under the PPS Act or otherwise). These
procedures may include procedures designed to ensure that the
Purchaser (or any of its nominees) have a continuously perfected
security interest in respect of the property of each member of the
Company Group including taking all steps necessary: (a) to obtain,
the highest ranking priority possible in respect of the security
interest (such as perfecting a purchase money security interest or
perfecting a security interest by control); and (b) to reduce as
far as possible the risk of a third party acquiring an interest
free of the security interest (such as including the serial number
in a financing statement for personal property that may or must be
described by a serial number). Everything each member of the
Company Group is required to do in connection with this
Section 9.19 is at
the Company’s expense. The Company agrees to pay or reimburse
the costs and expenses of the Purchaser in connection with anything
the Purchaser (or any of its nominees) is required to do under, or
in connection with, this Section 9.19.

 

9.20 Minimum Return on Convertible
Notes

 


. In
the event that Purchaser shall not have realized a minimum return
on investment of 1.75x (the “Minimum Return”) through
the payment of the principal, interest and all other amounts paid
under the Convertible Notes and the value of the Common Stock upon
Purchaser’s sale of the Common Stock, GFN or its Subsidiaries
shall deliver additional cash so that Purchaser receives the
Minimum Return all in accordance with, and subject to the terms and
conditions of, the Convertible Note.

 

9.21 Delivery of Stock Certificates and
Stock Transfer Forms

 


. On
the 100% Acquisition State Date, Holdings must deliver to Purchaser
stock certificates evidencing 100% of the issued and outstanding
shares (together with undated stock transfer forms executed in
blank) of Royal Wolf Holdings. If for any reason the 100%
Acquisition State has not been met by the date that is 180 days
after the Closing Date (such failure, the “100% Acquisition State
Failure”), then the interest accruing and owed under
the Notes shall increase as provided therein.

 

9.22 Compulsory Bid and Other
Requirements.

 


.
Following the Closing Date and by no later than either (i) 90 days
after the Closing Date or (ii) a reasonable period of time after
the Closing Date if a holder of relevant Capital Stock in Royal
Wolf Holdings applies to a court of competent jurisdiction for an
order that the securities not be compulsorily acquired in
accordance with Section 661E of the Corporations Act, each member
of the Company Group must ensure that the Company acquires all of
the remaining Capital Stock in Royal Wolf Holdings in which the
Company does not hold a Relevant Interest on the Closing Date, such
that the 100% Acquisition State is satisfied. By no later than
immediately after the Closing the Company must, to the extent
necessary to meet the 100% Acquisition State, lodge a compulsory
acquisition notice pursuant to Section 661B of the Corporations Act
(and by undertaking all other required actions pursuant to Chapter
6A of the Corporations Act) to effect such compulsory acquisition.
On the 100% Acquisition State Date, the Company must provide to the
Purchaser written confirmation of same, including such information
or evidence as the Purchaser may reasonably require in relation to
same. Immediately after the shares of Royal Wolf Holdings are no
longer quoted on the Australian Securities Exchange, Holdings must
cause Royal Wolf Holdings to issue and deliver to Purchaser a stock
certificate evidencing all of the Capital Stock of Royal Wolf
Holdings (together with an undated stock transfer form executed in
blank) and any other documents reasonably required by the Purchaser
to ensure that the Purchaser has control over all of the Capital
Stock of Royal Wolf Holdings.

 


9.23
Changes to Deutsche Bank
Commitment Letter. From and
after the date hereof through the Closing, without the
Purchaser’s prior written consent, there shall be no (a)
change, modification, amendment or waiver to (or breach or default
under) (i) the Deutsche Bank Commitment Letter and the attachments
thereto attached as Exhibit N, and (ii) if such documents are
executed and delivered prior to the Closing, the Syndicated
Facility Agreement also attached as Exhibit O and the
other Deutsche Bank Credit Documents; and (b) material
reduction in the aggregate of the amounts proposed to be made
available (as measured in Australian dollars) under the Deutsche
Bank Credit Documents and from the sources set forth on Schedule
2.3.

 

10. NEGATIVE
COVENANTS.

 


The
covenants set forth in this Section 10 shall survive
until all Indebtedness (including, without limitation, all
principal of, premium, if any, and interest) and other amounts
owing under the Notes have been paid in full.  The Company Group shall comply, or
cause the applicable party to comply, with all such, covenants
beginning as of the date first written above unless such compliance
is to start at a later date as expressly provided
below.

 

10.1 Limitations on
Indebtedness

 


.
Without the prior written consent of the Purchaser, GFN (US) shall
not, and shall not permit any of its Subsidiaries to, create,
incur, assume or become or remain liable in respect of any
Indebtedness, except for:

 

(a) Obligations to the
Purchaser;

 

(b) Existing
Indebtedness, provided, that the amount of
Indebtedness permitted of thereunder may not be increased without
the prior written approval of Purchaser, which approval may be
withheld in Purchaser’s sole discretion, and further provided that all
Existing Indebtedness will be retired on the Closing
Date;

 

(c) Indebtedness under
the Deutsche Bank Credit Documents, provided, that the amount of
Indebtedness permitted thereunder may not be increased without the
prior written approval of Purchaser, which approval may be withheld
in Purchaser’s sole discretion;

 

(d) Indebtedness,
subject to Section
10.15(b).

 

10.2 Limitations on
Liens

 


.
Without the prior written consent of the Purchaser, GFN (US)
and the Company shall not, and shall not permit any of their
Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist, any mortgage, Lien, charge or encumbrance on, or
security interest in, or pledge of, or conditional sale or other
title retention agreement with respect to, any real or personal
property (tangible or intangible, now existing or hereafter
acquired, whether Capital Stock or otherwise), except
for:

 

(a) Liens in favor of
the Purchaser;

 

(b) Permitted
Liens;

 

(c) Deutsche Bank Liens
(provided that such
Liens do not, at any time, encumber any Capital Stock of any of
GFN (US), Holdings, Finance or Royal Wolf Holdings);
and

 

(d) Any Lien
constituting a renewal, extension or replacement of any Deutsche
Bank Lien (provided that such Liens do not, at any time, encumber
any Capital Stock of any of GFN (US), Holdings, Finance, Royal
Wolf Holdings or any Subsidiary of Royal Wolf Holdings);
provided,
further, that the
principal amount of any Indebtedness or other obligation secured by
such renewal, extension or replacement Lien does not exceed the
outstanding principal amount of the Indebtedness or other
obligation renewed, extended or replaced.

 

10.3 Limitations on Investments in Capital
Stock

 


.
Except as provided in Section 10.6, without the prior
written consent of the Purchaser, no GFN (US) Entity shall,
directly or indirectly, purchase Capital Stock of, or make an
equity contribution to, any Person. GFN (US) shall be and remain
the sole owner of any and all Capital Stock and Equity Rights of
each of Holdings and Finance.

 

10.4 Limitation on Restricted
Payments

 


.
Without the prior written consent of the Purchaser, no GFN (US)
Entity shall make any Restricted Payment.

 

10.5 Subsidiaries; Changes in
Business

 


.
Without the prior written consent of the Purchaser, no GFN (US)
Entity shall:

 

(a) create any
additional Subsidiaries;

 

(b) change the nature
or scope of the business of the GFN (US) Entities as a whole or
commence any new business that is not ancillary or incidental to
the Covered Business or any other business conducted by the GFN
(US) Entities.

 

10.6 Acquisitions

 


.
Without the prior consent of the Purchaser and without limiting
Sections 10.3 or
10.15, no GFN (US)
Entity may acquire any business or company with an Enterprise Value
in excess of $20 million. An acquisition of a business or company
with an Enterprise Value of $20 million or less shall be permitted
only if (a) such acquisition is for 100% of the company (if an
acquisition of equity interests), (b) GFN (US) and its Subsidiaries
are not in breach of the financial covenants set forth in
Section 10.15 and
would not become in breach of those covenants as a result of the
acquisition (whether an acquisition of a business or a company),
(c) any Capital Stock acquired in such acquisition is immediately
(i.e. upon the closing of such acquisition) pledged as security for
the obligations pursuant to the Pledge Agreement, (d) any entity
whose Capital Stock is acquired becomes upon the closing thereof a
party to the Guaranty as a Guarantor thereunder, and (e) no
Indebtedness is incurred or assumed in connection with or related
to any such acquisition. For this purpose, the "Enterprise Value” of a
business or company shall mean the purchase price paid by the GFN
(US) Entities for the stock or assets of such business or company
plus all Indebtedness of such business or company paid by the GFN
(US) Entities.

 

10.7 Limitations on Transactions with
Affiliates

 


.
Without the prior written consent of the Purchaser, GFN (US) and
its Subsidiaries shall not, and shall not permit any of their
Subsidiaries to, extend Indebtedness to, or incur any Indebtedness
from, purchase any property from, or sell any property to, any
Affiliate of the Company at any time.

 

10.8 Limitations on Sale-Leaseback
Arrangements

 


.
Without the prior written consent of the Purchaser, no GFN (US)
Entity shall enter into any arrangement with any Person providing
for the leasing by any GFN or its Subsidiaries of property which
has been or is to be sold or transferred by GFN or its Subsidiaries
to such Person or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such property
or rental obligations of GFN or its Subsidiaries.

 

10.9 Restrictions on Fundamental
Changes

 


.
Without the prior written consent of the Purchaser, GFN (US) and
its Subsidiaries shall not, and shall not permit any of their
Subsidiaries to:

 

(a) amend or change its
organizational documents to the extent such amendment or change
would impair the ability of the Company to satisfy the Obligations
to the Purchaser;

 

(b) sell, issue,
subject to any Lien or transfer to any Person any Capital
Stock;

 

(c) sell, lease,
transfer or otherwise dispose of, in one transaction or a series of
transactions to any Person other than the Company and/or its
Subsidiaries, all or a significant portion of its assets, other
than dispositions of assets in the ordinary course of
business;

 

(d) merge or
consolidate with any person that results in a change of control of
any GFN (US) Entity or otherwise effect a transaction that results
in a change in control of any GFN (US) Entity; or

 

(e) liquidate, wind up
or dissolve; or

 

(f) (i) institute a
voluntary case seeking liquidation or reorganization under the
Bankruptcy Code or any similar proceeding under any other
Applicable Law, or consent thereto; (ii) consent to the conversion
of an involuntary case to a voluntary case; (iii) file a petition,
answer a complaint or otherwise institutes any proceeding seeking,
or consent or acquiesce to the appointment of, a Custodian to take
possession of all or a substantial portion of its property or to
operate all or a substantial portion of its business; (iv) make a
general assignment for the benefit of creditors; (v) generally not
pay its debts as they become due; or (vi) permit the Board of
Directors of any such Person (or any committee thereof) to adopt
any resolution or otherwise authorize action to approve any of the
foregoing.

 

10.10 Agreements Affecting Capital
Stock

 


.
Without the prior written consent of the Purchaser, GFN (US) and
its Subsidiaries shall not, and shall not permit any of their
Subsidiaries to enter into any voting agreement, voting trust,
irrevocable proxy or other agreement affecting the voting rights of
shares of the Capital Stock of GFN (US) or its Subsidiaries, except
as contemplated by this Agreement or any Related
Agreement.

 

10.11 No Issuances of Equity
Rights

 


.
Without the prior written consent of the Purchaser, neither GFN
(US) nor any Subsidiary of GFN (US) shall issue any Equity
Rights.

 

10.12 Payment Restrictions Affecting Certain
Subsidiaries

 


.
Except for the Deutsche Bank Credit Documents, without the prior
written consent of the Purchaser, GFN (US) shall not, and shall not
permit any of its Subsidiaries to, enter into or permit to exist
any agreement, instrument or other document which, directly or
indirectly, prohibits or restricts in any manner, or would have the
effect of prohibiting or restricting in any manner, the ability of
any such Subsidiary to (a) pay dividends or make other
distributions in respect of its Capital Stock owned by GFN (US) or
any other such Subsidiary, (b) pay or repay any Indebtedness
owed to GFN (US) or any other such Subsidiary, (c) make loans
or advances to any GFN (US) Entity, or (d) transfer any of its
properties or assets to GFN (US) or any other such
Subsidiary.

 

10.13 No Commitment or
Agreement

 


.
Without the prior written consent of the Purchaser no GFN (US)
Entity shall take any action (that with the passage of time,
provision of notice or both) or enter into, or commit to enter into
any arrangement, agreement or understanding that would result in a
breach or violation of any of the covenants set forth in this
Section 10.

 

 

10.14 No New Loans and
Advances

 


. From
and after the Closing Date, without the prior written consent of
the Purchaser, GFN (US) and its Subsidiaries shall not, and shall
not permit any of their Subsidiaries to, make any loans or advances
to any directors or executive officers of GFN or any of its
Subsidiaries, or renew, refinance or restructure any of such loans
or advances or the terms thereof; provided, however, that the Company and
its Subsidiaries may make advances for reasonable and incidental
business expenses (“Expense Advances”) not to
exceed $5,000 in any one month to any employee in the ordinary
course of business, all of which shall be repaid (except to the
extent used for reimbursable expenses) within 60 days after the
date such loan or advance is made. The Company shall ensure that
all loans and advances (other than Expense Advances) made by the
Company, whether made prior to, on or after the date hereof, are
evidenced by a promissory note or other written instrument or
agreement (copies of which shall be provided to the Purchaser)
which provides for the repayment in full in cash of such loans and
advances. In addition, if on the last Business Day of a calendar
quarter there are any such loans or advances outstanding (other
than Expense Advances), commencing with June 2017, the Company
shall deliver to the Purchaser a certificate, duly signed by the
Chief Financial Officer of the Company, listing all such loans and
advances (other than Expense Advances) made to executive officers
or directors of the Company or any Subsidiary of the Company,
including the dates made, the names of the obligors and the
outstanding principal, interest and other amounts due, and
certifying that such list is true, accurate and complete as of the
date of such certificate.

 

10.15 Financial
Covenants

 


.

 

(a) Maximum Capital Expenditures.
Without the prior written consent of the Purchaser, the Company and
its Subsidiaries shall not incur Capital Expenditures (other than
for containers and related property to be leased or sold in the
ordinary course of business) during any fiscal year, commencing
with the fiscal year ending June 30, 2017, in excess of
$12,500,000 (the "Capex
Cap") in the aggregate, provided, however, that to the
extent that Capital Expenditures actually incurred in a fiscal year
are less than $12,500,000 (the amount of such deficiency, a
"Capital Expenditure
Deficiency"), then up to $10,000,000 per fiscal year of such
Capital Expenditure Deficiency (the "Capex Roll Amount") may be
incurred in any following fiscal year in addition to up to the
CapEx Cap applicable to such fiscal year. For avoidance of doubt,
Capital Expenditures do not include acquisitions of businesses or
companies, regardless of whether the acquisition of stock or
assets, and are net of proceeds from the sale of fleet assets. For
example purposes only, if the Company and its Subsidiaries incur
$1,500,000 in Capital Expenditures during the fiscal year beginning
July 1, 2016, then the maximum Capital Expenditures for the fiscal
year beginning July 1, 2017 would be $22,500,000 (which is the
$12,500,000 cap for such year, plus $10,000,000 (which is the
difference between $12,500,000 and the $1,500,000 which equals
$11,000,000, but which is lowered to $10,000,000 as the maximum
that may be rolled forward from the prior fiscal
year)).

 

(b) Maximum Indebtedness. Without
the prior written consent of the Purchaser, the Company and its
Subsidiaries shall not allow Indebtedness to exceed the lesser of
AU$150,000,000 or the amount permitted under the Deutsche Bank
Credit Documents. Notwithstanding the foregoing or anything in this
Agreement to the contrary, each of GFN (US) and Finance may not
create, incur, assume, or become or remain liable in respect of any
Indebtedness.

 

(c) Minimum EBITDA. Without the
prior written consent of the Purchaser, the Company and its
Subsidiaries shall not allow EBITDA (determined on a consolidated
basis in accordance with GAAP or IFRS, as applicable), based on the
last twelve months results, measured at each calendar quarter, to
be less than AU$30,000,000.

 

 

(d) Leverage
Ratio. Without the prior written consent of the Purchaser,
the Company and its Subsidiaries shall not permit their leverage
ratios to exceed 7.5x (defined as total Indebtedness of the Company
and its Subsidiaries (other than Indebtedness to GFN or any the
Company Entity; provided, that with respect to
Indebtedness to GFN or any GFN (US) Entity, such Indebtedness shall
be subject to an Intercreditor Agreement and interest shall not
have been paid during the calculation period unless the Purchaser
has consented in writing to the payment of such interest) to last
twelve months of EBITDA) (determined on a consolidated basis in
accordance with GAAP or IFRS, as applicable), based on the last
twelve months' results, measured at each calendar
quarter.

 

(e) EBITDA Adjustment. In the event
that the Company or any of its Subsidiaries makes an acquisition of
a business or company as permitted hereunder, then in determining
compliance with the financial covenants herein, (i) the EBITDA of
the acquired business or company (which would become a Guarantor if
it is a separate legal entity) shall be added the EBITDA of the
Company and its Subsidiaries, (ii) the Indebtedness of the acquired
business or company shall be added the Indebtedness of the Company
and its Subsidiaries; and (iii) the minimum EBITDA targets set
forth in this Section
10.15 shall be correspondingly adjusted upward for 80% of
such incremental EBITDA.

 

11. INDEMNIFICATION.

 

11.1 Transfer Taxes

 


. GFN
shall, or shall cause any of its Subsidiaries to, pay all stamp,
transfer and other similar Taxes (together in each case with
interest and penalties, if any) payable or determined to be payable
in connection with the execution and delivery of this Agreement or
the issuance and sale of the Securities (but not the transfer of
Securities by the Purchaser or any other Person) or the issuance
and sale of Common Stock upon any exercise of the Conversion Right,
and shall hold harmless the Purchaser from and against any and all
liabilities with respect to or resulting from any delay in paying,
or omission to pay, such Taxes.

 

11.2 Losses

 


.

 

(a) Whether or not the
transactions contemplated by this Agreement are consummated, the
Company Group (collectively, the "Indemnifying Parties") shall
jointly and severally indemnify and hold harmless the Purchaser,
its successors and assigns, and its Affiliates, employees,
partners, officers, directors, representatives, agents, attorneys,
successors and assigns (the "Indemnified Parties"), from and
against any and all losses, claims, damages, liabilities,
judgments, expenses and costs, including, without limitation,
reasonable attorneys' fees and other fees and expenses incurred in,
and the costs of preparing for, investigating or defending any
matter (collectively, "Losses"), incurred by such
Indemnified Party in connection with or arising from:

 

(i) Any breach of any
warranty or the inaccuracy of any representation made by any member
of the Company Group or any of their respective Subsidiaries in
this Agreement or any Related Agreement;

 

(ii) The
failure of any member of the Company Group or any of their
respective Subsidiaries to fulfill any of its covenants, agreements
or undertakings under this Agreement or any Related Agreement (or
any other document or instrument executed herewith or pursuant
hereto);

 

(iii) Any
third party actions, suits, proceedings or claims brought against
any Indemnified Party in connection with, arising out of or with
respect to (A) any other matters arising out of or in
connection with the transactions contemplated by this Agreement,
any Related Agreement or the Securities, or (B) the business,
operations or affairs of the Company or any Subsidiary thereof
(including, without limitation, any litigation in which any Company
is involved), except to the extent such Losses are attributable to
the bad faith, gross negligence or willful misconduct of any of the
Indemnified Parties; and

 

(iv) subject
to (1) Purchaser delivering to Company Group written disclosure of
all costs, expenses, fees, penalties, or other amounts that will be
paid or incurred in connection with the exercise by Purchaser of
its remedies under the DB Side Letter (collectively, the
“Buy Out Letter
Costs”) and (2) the Company Group’s consenting
in writing (with such consent not to be unreasonably withheld) to
Purchaser incurring such Buy Out Letter Costs (regardless of
whether Purchaser is able to assume or purchase any debt pursuant
thereto) except and to the extent such costs, expenses, fees,
penalties, or other amounts are included in the debt actually
assumed by Purchaser pursuant to such DB Side Letter, the Buy Out
Letter Costs.

 

(b) The Indemnifying
Parties shall either pay directly all Losses which it is required
to pay hereunder or reimburse any Indemnified Party within 30 days
after any request for such payment. The obligations of the
Indemnifying Parties to the Indemnified Parties under this
Section 11
shall be separate obligations to each Indemnified Party, and the
liability of the Indemnifying Parties to such Indemnified Parties
hereunder shall not be extinguished solely because any Indemnified
Party is not entitled to indemnity hereunder.

 

(c) The obligations of
the Indemnifying Parties to the Indemnified Parties under this
Section 11
shall survive (i) the repayment of the Notes (whether at
maturity, by prepayment or acceleration or otherwise),
(ii) any transfer of the Notes or any interest therein,
(iii) the termination of this Agreement or any Related
Agreement and (iv) the issuance, exercise, assignment and/or
sale of Common Stock (or any interest therein) after conversion of
the Convertible Note, if any.

 

(d) The indemnification
rights hereunder shall be in addition to any rights that any
Indemnified Party may have at common law, in equity or
otherwise.

 

 

11.3 Indemnification
Procedures

 


. Any
Person entitled to indemnification under this Section 11 shall
(a) give prompt written notice to the Company of any claim
with respect to which it seeks indemnification and (b) permit
the Company to assume the defense of such claim with counsel
selected by the Company and reasonably acceptable to such Person;
provided,
however, that any
Person entitled to indemnification hereunder shall have the right
to employ separate counsel (but not more than one firm for all
Indemnified Parties) and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the
expense of such Person, unless (i) the Company has agreed to
pay such fees or expenses; (ii) the Company has failed to
notify such Person in writing within 20 days of its receipt of such
written notice of claim that it will assume the defense of such
claim and employ counsel reasonably satisfactory to such Person; or
(iii) in the judgment of any such Person, based upon the
written advice of counsel, a conflict of interest may exist between
such Person and the Company with respect to such claims (in which
case, if the Person notifies the Company in writing that such
Person elects to employ separate counsel at the expense of the
Company, the Company shall not have the right to assume the defense
of such claim on behalf of such Person). The Company will not be
subject to any liability for any settlement made without its
consent (but such consent may not be unreasonably withheld). No
Indemnified Party may, without the consent (which consent will not
be unreasonably withheld) of the Company, consent to entry of any
judgment for which indemnification has been or may be sought
hereunder, or enter into any settlement of any matter for which
indemnification may or has been sought hereunder, which does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to the Company of a release from all liability in
respect of such claim or litigation.

 

11.4 Contribution

 


. If
the indemnification provided for in this Section 11 is unavailable
to the Purchaser or any other Indemnified Party in respect of any
Losses, then the Company Group, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable
by the Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the
Company Group, on the one hand, and such Indemnified Party on the
other hand, in connection with the actions, statements or omissions
which resulted in such Losses, as well as any other relevant
equitable considerations. The relative fault of the Company Group,
on the one hand, and such Indemnified Party on the other hand,
shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to
state a material fact, has been taken by, or relates to information
supplied by, either the Company Group or such Indemnified Party,
and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent any such action, statement or
omission. The parties agree that it would not be just and equitable
if contribution pursuant to this Section 11.4 were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to above. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent
misrepresentation.

 

11.5 Costs of
Collection

 


. The
Company Group agrees to pay all costs and expenses, including the
reasonable fees and expenses of any attorneys, accountants and
other experts retained by the Holder, which are expended or
incurred by the Holder in connection with (a) the enforcement
of either Note or the collection of any sums due thereunder
following an Event of Default, whether or not suit is commenced;
(b) any actions for declaratory relief in any way related to a
Note following an Event of Default; (c) the protection or
preservation of any rights of the Holder under the Notes;
(d) any actions taken by the Holder in negotiating any
amendment, waiver, consent or release of or under either of the
Note; (e) any actions taken in reviewing the Company's or any
of its Affiliates' financial affairs if a Default or Event of
Default has occurred, including, without limitation, the following
actions: (i) inspect the facilities of the GFN (US) and any of
its Subsidiaries or conduct appraisals of the financial condition
of the Company and any of its Affiliates; (ii) have an
accounting firm chosen by the Holder review the books and records
of the Company and any of its Affiliates and perform a thorough and
complete examination thereof; (iii) interview the Company's
and each of its Affiliates' employees, accountants, customers and
any other individuals related to the Company or its Affiliates
which the Holder believes may have relevant information concerning
the financial condition of the Company and any of its Subsidiaries;
and (iv) undertake any other action which is reasonably
necessary to assess accurately the financial condition and
prospects of the Company and any of its Affiliates; (f) the
Holder's participation in any refinancing, restructuring,
bankruptcy or insolvency proceeding involving the Company, any of
its Subsidiaries or any other Affiliate of the Company;
(g) creating, verifying, maintaining or perfecting any
security interest or other Lien granted to the Holder in any
Collateral; (h) any effort by the Holder to protect, assemble,
complete, collect, sell, liquidate or otherwise dispose of any
Collateral, including in connection with any case under Bankruptcy
Law; or (i) any refinancing or restructuring of either of the
Notes, including, without limitation, any restructuring in the
nature of a "work out" or in any insolvency or bankruptcy
proceeding of the Company or any of its Affiliates.

 

12. DEFAULTS AND
REMEDIES.

 

12.1 Events of Default

 


. An
"Event of Default"
occurs if:

 

(a) Upon notice from
the Purchaser, if the Issuers (i) fail to pay as and when due
(whether at stated maturity, upon acceleration or required
prepayment or otherwise) any principal on either of the Notes, or
(ii) fail to pay any interest, premium, if any, fees, costs,
expenses or other amounts payable under this Agreement, the
Securities or any other Related Agreement within 2 Business
Days after the date due thereunder; or

 

(b) Any member of the
Company Group breaches or fails to perform, comply with or observe,
in any respect, any agreement, covenant or obligation required to
be performed by it under this Agreement or any Related Agreement
after notice from the Purchaser of the same to the Company and a
reasonable opportunity (not to exceed 30 days) to cure, if
susceptible, in the Purchaser's reasonable discretion, of a cure;
provided, that if
such breach relates to Section 10.2, then the
Company shall have 30 days to have any such Lien removed from the
date such Lien is first charged, filed, created or perfected (as
applicable), notwithstanding whether the Purchaser has theretofore
provided a notice to the Company; or

 

(c) Upon notice from
the Purchaser to the Company, if any representation or warranty
made by the Company Group under this Agreement or any Related
Agreement was materially false or misleading when made (or deemed
made) or as of the Closing; or

 

(d) Upon notice from
the Purchaser to the Company, if GFN or any of its
Subsidiaries:

 

(i) defaults in the
payment (whether at stated maturity, upon acceleration or required
prepayment or otherwise), beyond any period of grace provided
therefor, of any principal of or interest on any other Indebtedness
and such default continues for 10 Business Days (regardless of
whether or the holder (or holders) of such Indebtedness grants any
waiver, consent, extension, or forbearance with respect to any such
default); or

 

(ii) commits
any breach of or default under (other than as provided in
Section 12.1(d)(i) above)
any term of any agreement, indenture or instrument evidencing or
governing any other Indebtedness, if the effect of such breach or
default is to cause, or to permit the holder or holders of such
other Indebtedness to cause (upon the giving of notice or the
passage of time or both), (A) such other Indebtedness to become or
be declared due and payable, or required to be prepaid, redeemed,
purchased or defeased (or an offer of prepayment, redemption,
purchase or defeasance is made) prior to its stated maturity, or
(B) the collateral securing such other Indebtedness to be
foreclosed upon (in each case regardless of whether the holder (or
holders) of such Indebtedness grants any waiver, consent,
extension, or forbearance with respect to any such breach or
default); or

 

(iii) is
in default of any of its lease obligations (whether Capital Lease
Obligations or otherwise) at any time outstanding and the
lessor under any defaulted capital lease to which GFN or any of its
Subsidiaries is a party retakes possession of the property leased
thereunder or initiates legal proceedings to repossess (or recover
possession of) such leased property; or

 

(e) There is an event
of default under the Deutsche Bank Credit Documents and Deutsche
Bank declares any Indebtedness under the Deutsche Bank Credit
Documents immediately due and payable or such event of default
remains uncured for more than 30 days; or

 

(f) Upon notice from
the Purchaser to the Company, if GFN (US) or any of its
Subsidiaries is enjoined, restrained, or in any way prevented by
court order or other legal requirement from continuing to conduct
all or any material part of its business affairs for
10 Business Days or more; provided, that the Company
Group shall be provided an opportunity to cure within 90 days of
such court order or legal requirement if the affected GFN (US)
Entity provides evidence, reasonably satisfactory to the Purchaser,
that all reasonable efforts to cure are being undertaken;
or

 

(g) Upon notice from
the Purchaser to the Company if this Agreement or any Related
Agreement, or any material provision hereof or thereof, ceases to
be of full force and effect for any reason other than in accordance
with its terms, or GFN or any of its Subsidiaries repudiates or
disavows any of its obligations under or the validity or
enforceability of this Agreement or any Related Agreement, or any
material provision thereof, including by operation of law or
otherwise; or

 

(h) There is commenced
against GFN (US) or any of its Subsidiaries an involuntary case
seeking the liquidation or reorganization of such Person under the
Bankruptcy Code or any similar proceeding under any other
Applicable Law or an involuntary case or proceeding seeking the
appointment of a Custodian or to take possession of all or a
substantial portion of any such entity’s properties or to
operate all or a substantial portion of any such entity’s
business, and any of the following events occur: (i) any such
Person consents to the institution of the involuntary case or
proceeding; (ii) the petition commencing the involuntary case
or proceeding is not timely controverted; (iii) the petition
commencing the involuntary case or proceeding remains undismissed
and unstayed for a period of 60 days; or (iv) an order for
relief is issued or entered therein; or

 

 

(i) GFN (US) or
any of its Subsidiaries (i) institutes a voluntary case seeking
liquidation or reorganization under the Bankruptcy Code or any
similar proceeding under any other Applicable Law, or shall consent
thereto; (ii) consents to the conversion of an involuntary case to
a voluntary case; (iii) files a petition, answer a complaint or
otherwise institutes any proceeding seeking, or consents or
acquiesces to the appointment of, a Custodian to take possession of
all or a substantial portion of its property or to operate all or a
substantial portion of its business; (iv) makes a general
assignment for the benefit of creditors; (v) generally does not pay
its debts as they become due; or (vi) the Board of Directors of any
such Person (or any committee thereof) adopts any resolution or
otherwise authorizes action to approve any of the foregoing;
or

 

(j) There is commenced
against GFN or any GFN Related Entity an involuntary case seeking
the liquidation or reorganization of such Person under the
Bankruptcy Code or any similar proceeding under any other
Applicable Law or an involuntary case or proceeding seeking the
appointment of a Custodian or to take possession of all or a
substantial portion of any such entity’s properties or to
operate all or a substantial portion of any such entity’s
business, and any of the following events occur: (i) any such
Person consents to the institution of the involuntary case or
proceeding; (ii) the petition commencing the involuntary case
or proceeding is not timely controverted; (iii) the petition
commencing the involuntary case or proceeding remains undismissed
and unstayed for a period of 60 days; or (iv) an order for
relief is issued or entered therein; provided, that the foregoing
directly or indirectly impairs, impedes or otherwise adversely
affects the ability of GFN or any GFN Related Entity to provide any
service to GFN (US) or any of its Subsidiaries for which any GFN
(US) Entity makes a payment described in the definition of
Permitted Expenses; or

 

(k) GFN or any GFN
Related Entity (i) institutes a voluntary case seeking liquidation
or reorganization under the Bankruptcy Code or any similar
proceeding under any other Applicable Law, or shall consent
thereto; (ii) consents to the conversion of an involuntary case to
a voluntary case; (iii) files a petition, answer a complaint or
otherwise institutes any proceeding seeking, or consents or
acquiesces to the appointment of, a Custodian to take possession of
all or a substantial portion of its property or to operate all or a
substantial portion of its business; (iv) makes a general
assignment for the benefit of creditors; (v) generally does not pay
its debts as they become due; or (vi) the Board of Directors of any
such Person (or any committee thereof) adopts any resolution or
otherwise authorizes action to approve any of the foregoing;
provided, that the
foregoing directly or indirectly impairs, impedes or otherwise
adversely affects the ability of GFN or any GFN Related Entity to
provide any service to GFN (US) or any of its Subsidiaries for
which any GFN (US) Entity makes a payment described in the
definition of Permitted Expenses; or

 

(l) Upon notice from
the Purchaser to the Company, GFN (US) or any of its Subsidiaries
suffers any money judgments, writs, warrants of attachment or other
orders that involve an amount or value in excess of $1,000,000, and
such judgments, writs, warrants or other orders continue
unsatisfied and unstayed for a period of 30 days;

 

(m) Without the prior
written consent of the Purchaser, there occurs a Change in
Control;

 



provided, that if there is a breach hereunder arising from
the failure to timely provide notice of a breach in accordance with
this Agreement, then nothing herein shall be construed to provide
an additional time period within which to provide notice of such
breach.

 


Notwithstanding
when the Events of Default under the foregoing paragraphs (a)
through (m) shall have been deemed to have occurred, assuming the
Event of Default does occur (e.g. upon notice from the Purchaser
where notice is required), any adjustments in the interest rate
under the Note shall begin to apply, at the following
times:

 

(i) in the case of the
clause (a) above, as of 12:00 p.m. (noon)
(Los Angeles time) on the day on which such payment is due but
has not been paid;

 

(ii) in
the case of clause (b) above, as of the close of business on
the day of such breach;

 

(iii) in
the case of clause (c) above, as of the Closing
Date;

 

(iv) in
the case of clause (d)(i) above, as of the close of business
on the day on which such payment of principal or interest is due,
or in the case of clause (d)(ii), as of the close of business
on the tenth day following such breach or default if such breach or
default has not been waived by the Person or Persons entitled to
give such waiver, or in the case of clause (d)(iii), as of the
close of business on the earlier of the day that such lessor
retakes possession of the leased property or initiates legal
proceedings to repossess;

 

(v) in the case of
clause (e) above, immediately upon the declaration by Deutsche
Bank that an event of default has occurred;

 

(vi) in
the case of clause (f) above, immediately upon the applicable
GFN (US) Entity being enjoined, restrained or otherwise
prevented;

 

(vii) in
the case of clause (g) above, immediately upon this Agreement
or any Related Agreement, or any material provision hereof or
thereof, ceasing to be in full force or effect or immediately upon
the repudiation or disavowal by GFN or any of its
Subsidiaries;

 

(viii) in
the case of clauses (h) and (i) above, immediately prior
to the occurrence of any of the events enumerated
therein;

 

(ix) in
the case of each of clauses (j) – (l) above, immediately
upon the occurrence of the events enumerated therein;
and

 

(x) in the case of
clause (m) above, immediately upon the occurrence of the
Change in Control.

 

12.2 Acceleration

 


. (a)
If any Event of Default (other than an Event of Default specified
in clause (f) or (g) of Section 12.1) occurs and
is continuing, the Purchaser may, by written notice to the Company,
declare all outstanding principal of, and accrued and unpaid
interest on, the Notes to be due and payable. Upon any such
declaration of acceleration, such principal and interest shall
become immediately due and payable. If an Event of Default
specified in clause (f) or (g) of Section 12.1 occurs, all
outstanding principal of, and accrued and unpaid interest on, the
Notes shall become immediately due and payable without any
declaration or other act on the part of the Purchaser. GFN and each
of its Subsidiaries hereby waives all presentment for payment,
demand, protest, notice of protest and notice of dishonor, and all
other notices of any kind to which it may be entitled under
Applicable Law or otherwise.

 

12.3 Other Remedies

 


. If
any Default or Event of Default occurs and is continuing, the
Purchaser may proceed to protect and enforce its rights and
remedies under this Agreement and any Related Agreement by
exercising all rights and remedies available under this Agreement,
any Related Agreement or Applicable Laws (including, without
limitation, the UCC and similar laws), either by suit in equity or
by action at law, or both, whether for the collection of principal
of or interest on the Notes, to enforce the specific performance of
any covenant or other term contained in this Agreement or any
Related Agreement. No remedy conferred in this Agreement upon the
Purchaser is intended to be exclusive of any other remedy, and each
and every such remedy shall be cumulative and shall be in addition
to every other remedy conferred herein or now or hereafter existing
at law or in equity or by statute or otherwise. Without limiting
anything in this Section 12.3, if any
Default or Event of Default occurs then in addition, the Purchaser
may, by notice to the Company, do any one or more of the
following:

 

(a) Cause the third
parties to hold all returned inventory or equipment in trust for
the Purchaser, segregate all such returned inventory or equipment
and conspicuously label said returned inventory or equipment as the
property of the Purchaser;

 

(b) Without notice to
or demand upon any GFN (US) Entity, make such payments and do such
acts as the Purchaser consider necessary or reasonable to protect
its security interests in the Collateral. Each GFN (US) Entity
agrees to assemble the Collateral if the Purchaser so requires, and
to make the Collateral available to the Purchaser at a place that
the Purchaser may designate which is reasonably convenient to the
parties. Each GFN (US) Entity authorizes the Purchaser to enter the
premises where the Collateral is located, to take and maintain
possession of the Collateral, or any part of it, and to pay,
purchase, contest, or compromise any Lien that in the Purchaser's
determination appears to conflict with Purchaser's Liens and to pay
all expenses incurred in connection therewith and to charge the
applicable GFN (US) Entity therefor. With respect to any owned or
leased premises of GFN (US) or its Subsidiaries, each GFN (US)
Entity hereby grants Purchaser a non-exclusive royalty free license
to enter into possession of such premises and to occupy the same,
without charge, in order to exercise any of the Purchaser's rights
or remedies provided herein, at law, in equity, or
otherwise;

 

(c) Without notice to
GFN or any of its Subsidiaries (such notice being expressly
waived), and without constituting a retention of any collateral in
satisfaction of an obligation (within the meaning of the UCC), set
off and apply to the Obligations to the Purchaser any and all (i)
balances and deposits of any Guarantor held by the Purchaser or its
Affiliates; (ii) Indebtedness at any time owing to or for the
credit or the account of any Guarantor held by the Purchaser or its
Affiliates; and (iii) amounts due or payable from time to time by
the Purchaser or its Affiliates to any Guarantor under this
Agreement or any Related Agreement.

 

(d) Hold, as cash
collateral, any and all balances and deposits of any Guarantor held
by the Purchaser or its Affiliates to secure the full and final
repayment of all of the Obligations to the Purchaser;

 

(e) Ship, reclaim,
recover, store, finish, maintain, repair, prepare for sale,
advertise for sale, and sell (in the manner provided for herein or
in any Related Agreement) the Collateral. Each Guarantor hereby
grants to the Purchaser a non-exclusive royalty free license or
other right to use, without charge, such Person's proprietary
rights, labels, and advertising matter, or any property of a
similar nature, as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and
such Person's rights under all licenses and all franchise
agreements shall inure to the Purchaser's benefit;

 

(f) Sell the Collateral
at either a public or private sale, or both, by way of one or more
contracts or transactions, for cash or on terms, in such manner and
at such places (including the premises of each Guarantor) as the
Purchaser determines is commercially reasonable. It is not
necessary that the Collateral be present at any such
sale;

 

(g) The Purchaser shall
give notice of the disposition of the Collateral as
follows:

 

(i) The Purchaser shall
give the Company (for the benefit of the Company Group) a notice in
writing of the time and place of public sale, or, if the sale is a
private sale or some other disposition other than a public sale is
to be made of the Collateral, the time on or after which the
private sale or other disposition is to be made; and

 

(ii) The
notice shall be personally delivered or mailed, postage prepaid, to
the Company as provided in Section 15.6, at least 10
days before the earliest time of disposition set forth in the
notice; no notice needs to be given prior to the disposition of any
portion of the Collateral that is perishable or threatens to
decline speedily in value or that is of a type customarily sold on
a recognized market;

 

(h) The Purchaser may
credit bid and purchase at any public sale;

 

(i) The Purchaser may
seek the appointment of a receiver or keeper to take possession of
all or any portion of the Collateral or to operate the same and, to
the maximum extent permitted by law, may seek the appointment of
such a receiver without the requirement of prior notice or a
hearing.

 

12.4 Waiver of Past
Defaults

 


. The
Purchaser may, by written notice to the Company, waive any Default
or Event of Default and its consequences with respect to this
Agreement, the Notes or any other Related Agreement; provided, however, that no such waiver
will extend to any subsequent or other Default or Event of Default
or impair any rights of the Purchaser which may arise as a result
of such Default or Event of Default.

 

13. TERMINATION.

 

13.1 Termination

 


. This
Agreement may be terminated at any time prior to the
Closing:

 

(a) by the mutual
written consent of GFN and Purchaser;

 

(b) by Purchaser by
written notice to GFN if:

 

(i) Purchaser is not
then in material breach of any provision of this Agreement and
there has been a material breach, inaccuracy or failure to perform
any representation, warranty, covenant or agreement made by any
member of the Company Group pursuant to this Agreement that would
give rise to the failure of any of the conditions specified in
Section 7 and such
breach, inaccuracy or failure, if curable, has not been cured by
the Company Group within 10 days of GFN’s receipt of written
notice of such breach from Purchaser; or

 

(ii)  any
of the conditions in Section 7 will not have
been, or if it becomes apparent that any of such conditions will
not be, fulfilled by the first of (A) 180 days after the date
hereof and (B) such earlier date (which shall not be before the
91st day
after the date hereof) as Bison elects in its sole discretion (the
“Outside
Date”), unless such failure will be due to the failure
of Purchaser to perform or comply with any of the covenants,
agreements or conditions hereof to be performed or complied with by
it prior to the Closing.

 

(c) by GFN by written
notice to Purchaser if:

 

(i) No member of the
Company Group is then in material breach of any provision of this
Agreement and there has been a material breach, inaccuracy or
failure to perform any representation, warranty, covenant or
agreement made by Purchaser pursuant to this Agreement that would
give rise to the failure of any of the conditions specified in
Section 8 and
such breach, inaccuracy or failure, if curable, has not been cured
by Purchaser within 10 days of Purchaser’s receipt of written
notice of such breach from GFN; or

 

(ii) any
of the conditions in Section 8 will not have
been, or if it becomes apparent that any of such conditions will
not be, fulfilled by January 20, 2018 (the “GFN Termination Date”)
unless such failure will be due to the failure of any member of the
Company Group to perform or comply with any of the covenants,
agreements or conditions hereof to be performed or complied with by
them prior to the Closing; or

 

(d) by either Purchaser
or GFN if the Closing does not occur on or before the GFN
Termination Date for any reason other than any member of the
Company Group’s breach of this Agreement.

 

13.2 Effect of
Termination

 


. Any
termination pursuant to Section 13.1 will effected by
written notice from the party so terminating to the other party,
which notice will specify the Section hereof pursuant to which this
Agreement is being terminated. Each party’s right of
termination under Section
13.1 is in addition to any other rights it may have under
this Agreement or otherwise, and the exercise of such right of
termination will not be an election of remedies. In the event of
termination of this Agreement as provided in Section 13.1, this Agreement
will forthwith become void except for this Section 13.1, Section 15 and any other
provision expressly stated to survive termination and there will be
no liability on the part of any party, except that nothing herein
will relieve any party from liability for any breach of this
Agreement occurring prior to such termination.

 

14. CONVERSION RIGHT.

 

14.1 Right to Convert

 


. At
any time and from time to time after the date hereof, Purchaser
shall have the right (the “Conversion Right”) to
convert all or any portion of the then outstanding principal
balance of the Convertible Note into fully paid and non-assessable
shares of Common Stock, as provided in and subject to the terms of
the Convertible Note.

 

14.2 Reservation of Common Shares;
Covenant

 


. GFN
shall at all times reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance or
delivery upon conversion of the Convertible Note, the maximum
number of shares of Common Stock that may be issuable or
deliverable upon such conversion. The Common Stock shall, when
issued or delivered in accordance with the Convertible Note, be
(i) duly and validly issued and fully paid and non-assessable
and free and clear of any Liens or adverse claims and shall not be
subject to preemptive or other rights in favor of any Person and
(ii) freely tradable by Purchaser.

 

15. MISCELLANEOUS

 

15.1 Consent to Amendments;
Waivers

 


. No
amendment, supplement or other modification to, or waiver of, any
provision of this Agreement or any Related Agreement shall be
effective unless the same shall be in writing and signed by the
Purchaser and any other party hereto adversely affected thereby,
and none of the members of the Company Group may take any action
herein prohibited, or omit to perform any act herein required to be
performed by it, unless, it has obtained the prior written consent
of the Purchaser to such action or omission. No waiver by the
Purchaser of any Default, Event of Default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or
not, may be deemed to extend to any prior or subsequent Default,
Event of Default, misrepresentation, or breach of warranty or
covenant or affect in any way any rights arising because of any
prior or subsequent such occurrence. No course of dealing between
any member of the Company Group, on the one hand, and the Purchaser
(or any other Holder), on the other hand, nor any delay in
exercising any rights hereunder or under the Note or any other
Related Agreement shall operate as a waiver of any rights of the
Purchaser (or any other Holder). For the avoidance of doubt, this
Section 15.1 and the use of the term “Purchaser” herein
shall be interpreted giving effect to the provisions of Section
15.4.

 

15.2 Survival of Representations and
Warranties; Purchaser Investigation

 


. All
representations, warranties, covenants and agreements of each
member of the Company Group contained herein, or made in writing by
or on behalf of any member of the Company Group pursuant hereto or
in connection herewith, shall survive the execution and delivery of
this Agreement, the issuance, sale and delivery of the Securities,
the repayment of the Notes, and the due diligence or other
investigation of any member of the Company Group and their
respective Subsidiaries made by and on behalf of the Purchaser.
Each member of the Company Group hereby agrees that neither the
Purchaser's review of the books and records or condition (financial
or otherwise), business, assets, properties, operations or
prospects of any member of the Company Group or any of their
respective Subsidiaries or other Affiliates, nor any other due
diligence investigation conducted by or on behalf of the Purchaser,
shall be deemed to constitute knowledge by the Purchaser of the
existence or absence of any facts or any other matters so as so
reduce the Purchaser's right to rely on the accuracy of the
representations and warranties of the members of the Company Group
contained in this Agreement or any Related Agreement.

 

15.3 Entire Agreement

 


. This
Agreement, together with the Exhibits and Schedules, the Notes, the
other Related Agreements, and the confidentiality agreement dated
May 4, 2016 between GFN and Purchaser constitute the full and
entire agreement and understanding among the parties relating to
the subject matter hereof and thereof, and supersede all prior oral
and written, and all contemporaneous oral, agreements and
understandings relating to the subject matter hereof. To be clear,
that certain Commitment Letter dated as of July 11, 2017 between
Purchaser, GFN, GFN (US), Royal Wolf Holdings, Holdings, and
Finance is hereby terminated and of no further force or effect.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

 

15.4 Successors and Assigns;
Assignments

 


. This
Agreement shall inure to the benefit of, and be binding upon, the
parties and their respective successors and permitted assigns. The
Purchaser may, without the consent of any member of the Company
Group, sell, assign or delegate to one or more Persons other than a
Person engaged, directly or indirectly, in a business that is
competitive with the business of the Company Group as of the time
at any time (each an "Assignee") all or any part of
its right, title and interest in and to this Agreement, the
Securities or any other Related Agreement, including, without
limitation, all or any part of the Obligations to the Purchaser,
subject to compliance with applicable federal and state securities
laws; provided,
however, that, in
any privately negotiated transaction involving a sale or assignment
by the Purchaser of any such right, title or interest, the
Purchaser shall obtain from the Assignee in writing investment
intent representations which would be customarily obtained in
transactions of such nature; and, provided further, however, that the applicable
member of the Company Group may continue to deal solely and
directly with the Purchaser in connection with any right, title or
interest so assigned until written notice of such assignment,
together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to
such member. If the Purchaser assigns to any Assignee or Assignees
less than fifty percent (50.0%) of its interest in and to the
aggregate principal amount of the Notes, the Company may continue
to deal solely and directly with respect to the Purchaser in
connection with the interests so assigned to the Assignee(s), and
the Purchaser shall indemnify, defend and hold harmless the Company
from any Losses suffered or sustained by the Company in reliance
upon direction from the Purchaser with respect to the interests so
assigned; provided
that no consents, approvals, waivers, demands and decisions
that the Purchaser is entitled to make under this Agreement, the
Notes or the other Related Agreements, including with respect to
the amendment or modification of any of the foregoing, shall be
made without the written consent of the Assignee(s). If, at any
time, the Purchaser has assigned to any Assignee or Assignees a
fifty percent (50.0%) or greater interest in and to the aggregate
principal amount of the Notes then outstanding, and at such time,
there are two or more Holders that are not Affiliates of each
other, then all consents, approvals, waivers, demands and decisions
that the Purchaser is entitled to make under this Agreement, the
Notes and the other Related Agreements shall be made only by the
Holders of a majority of the principal amount of the Notes then
outstanding; provided, that if only one Holder constitutes such
majority, such consents, approvals, waivers, demands and decisions
shall be made by consent of no fewer than two Holders that are not
Affiliates of each other. Each Holder of the Notes is an intended
third party beneficiary of this Agreement and may enforce the
rights of the Purchaser under this Agreement (and all Related
Agreements) as if it were the Purchaser.

 


Notwithstanding
the foregoing Section 15.4 with respect to amendments and
modifications of this Agreement, the Notes and the Related
Agreements, without the consent of the holders of all of the Notes
at such time outstanding, no such amendment or waiver shall (A)
amend or waive any of the provisions of Section 2, Section 9.1, (B)
change or forgive the amount of the principal of, or increase or
reduce the rate of interest on or fee payable with respect to, any
of the Notes, or change the maturity date of any of the Notes, or
subordinate the obligation of the Issuers to pay any amount due on
the Notes to any other obligation, (C) change the percentage of
holders of Notes required to approve any such amendment, effectuate
any such waiver, accelerate payment of the Notes or eliminate or
reduce the voting rights of any holder of the Notes, (D) modify any
provision of this Agreement relating to the pro rata treatment of
payments of the Notes, (E) change of modify any provision of this
Section 15.4 or Section
15.1, or (F) release any of the Company Group from its
Obligations hereunder as an Issuer or a Guarantor.

 

15.5 Severability

 


. Any
provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other
jurisdiction.

 

15.6 Notices

 


. All
notices, consents and other communications required or permitted by
this Agreement shall be in writing and shall be (a) delivered to
the appropriate address by hand, by nationally recognized overnight
service or by courier service (costs prepaid), (b) sent by
facsimile or e-mail, or (c) sent by registered or certified mail,
return receipt requested, in each case to the following addresses,
facsimile numbers or e-mail addresses and marked to the attention
of the person (by name or title) designated below (or to such other
address, facsimile number, e-mail address or person as a party may
designate by notice to the other party):

 

(i) If to the
Purchaser, at:

 


Bison
Capital Partners V, L.P.


233
Wilshire Boulevard


Suite
425


Santa
Monica, CA 90401



Attention:                                 

Douglas B.
Trussler







Telephone:                                 

310.260.6570







Facsimile:                                 

310.260.6576







Email:                       

dtrussler@bisoncapital.com






 


with a
copy (which shall not constitute notice) to:

 


Sheppard, Mullin,
Richter & Hampton, LLP


333
South Hope Street, 43rd Floor


Los
Angeles, California 90071-1448



Attention:                                 

David H.
Sands







Telephone:                                 

213.617.5536







Facsimile:                                 

213.830.2056







Email:                                 

dsands@sheppardmullin.com






 

(ii) If
to any member of the Company Group:

 


c/o
General Finance Corporation


39 East
Union Street


Pasadena,
California 91103



Attention:                                 

Christopher A.
Wilson







Telephone:                                 

626.204.6308







Facsimile:                                 

626.795.8090







Email:                                 

notices@generalfinance.com






 


All
notices, consents, waivers and other communications shall be deemed
have been duly given (as applicable): if delivered by hand, when
delivered by hand; if delivered by overnight service, when
delivered by nationally recognized overnight service; if delivered
by courier, when delivered by courier; if sent via registered or
certified mail, 5 Business Days after being deposited in the mail,
postage prepaid; or if delivered by email or facsimile, when
transmitted if transmitted without indication of delivery failure
and prior to 5:00 p.m. local time for the recipient (and if on
or after 5:00 p.m. local time for the recipient, then delivery
will be deemed duly given at 9:00 a.m. local time for the
recipient on the subsequent Business Day).

 

15.7 Accounting Terms and
Computations

 


. For
purposes of this Agreement, except as otherwise specified herein,
(a) all accounting terms used in this Agreement with respect
to United States Persons have the meanings given to them under
GAAP, (b) all accounting terms used in this Agreement with
respect to Persons that are not United States Persons have the
meanings given to them under IFRS or GAAP, as applicable,
(c) all computations made pursuant to this Agreement or any
Related Agreement shall be made in accordance with GAAP,
(d) all financial statements and other financial information
of United States Persons to be delivered hereunder or under any
Related Agreement shall be prepared in accordance with GAAP, except
that any interim financial statement or other financial information
which is unaudited may be subject to year-end audit adjustments and
may omit footnotes, and (e) all financial statements and other
financial information of Persons that are not U.S. entities to be
delivered hereunder or under any Related Agreement shall be
prepared in accordance with IFRS or GAAP, as determined by the
Company Group, except that any interim financial statement or other
financial information which is unaudited may be subject to year-end
audit adjustments and may omit footnotes.

 

15.8 Descriptive Headings; Construction and
Interpretation

 


. The
descriptive headings of this Agreement are for convenience of
reference only, do not constitute a part of this Agreement and are
not to be considered in construing or interpreting this Agreement.
All section, preamble, recital, exhibit, schedule, disclosure
schedule, annex, clause and party references are to this Agreement
unless otherwise stated. No party, nor its counsel, shall be deemed
the drafter of this Agreement for purposes of construing the
provisions of this Agreement, and all provisions of this Agreement
shall be construed in accordance with their fair meaning, and not
strictly for or against any party. References to dollars and "$"
shall be to United States Dollars, unless otherwise specified. All
references herein to the masculine, feminine, neuter, or singular
shall be construed to include the masculine, feminine, neuter, or
plural, where applicable.

 

15.9 Counterparts

 


. This
Agreement may be executed in two or more counterparts and by
facsimile or email scan, each of which shall be deemed an original,
but all of which together shall constitute one
instrument.

 

15.10 Fees and Expenses

 


. The
Company shall reimburse the Purchaser, up to a maximum of $350,000,
for all reasonable and actual out-of-pocket costs and expenses of
every type and nature (including, without limitation, reasonable
fees and expenses of counsel, accounting fees and expenses, fees
and expenses related to any due diligence investigation and all
other deal-related costs and expenses) incurred by or on behalf of
the Purchaser in connection with the preparation, negotiation,
execution and delivery of this Agreement, the Securities and the
other Related Agreements and the consummation of the transactions
contemplated hereby. In addition to the foregoing, all of the
out-of-pocket expenses incurred by the Purchaser as a result of the
Notes being issued by the Company instead of by a Subsidiary
thereof that is an operating entity shall be reimbursed by the
Company, regardless of whether the $350,000 cap above has been met
or exceeded.

 

15.11 Governing Law

 


. In
all respects, including matters of construction, validity and
performance, this Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of
California applicable to contracts made and performed in that state
(without regard to the choice of law or conflicts of law provisions
thereof).

 

15.12 Consent to Jurisdiction and Venue;
Waiver of Jury Trial

 


.

 

(a) Subject to
Section 15.12(e),
each of the parties hereby consents and agrees that all actions,
suits or other proceedings arising under or in connection with this
Agreement, the Securities or any other Related Agreement shall be
tried and litigated in state or federal courts located in the
County of Los Angeles, State of California, which courts shall
have exclusive jurisdiction to hear and determine any and all
claims, controversies and disputes arising out of or related to
this Agreement, the Securities or any other Related Agreement.
Notwithstanding the foregoing, nothing contained in this
Section 15.12
shall preclude the Purchaser from bringing any action, suit or
other proceeding in the courts of any other location where the
assets of any member of the Company Group or the Collateral may be
found or located or to enforce any judgment or other court order in
favor of the Purchaser.

 

(b) Subject to
Section 15.12(e),
each of the parties hereby (i) irrevocably submits to the
jurisdiction of any such court and consents in advance to such
jurisdiction in any action, suit or other proceeding commenced in
any such court, (ii) waives any right it may have to assert the
doctrine of forum non
conveniens or any objection that such Person may have based
upon lack of personal jurisdiction or improper venue and (iii)
consents to the granting of such legal or equitable relief as is
deemed appropriate by such court. Each of the parties hereby waives
personal service of the summons, complaint or other process issued
in any such action, suit or other proceeding and agrees that
service of such summons, complaint and other process may be made by
registered or certified mail addressed to such party at the address
set forth in Section 15.6 and that
service so made shall be deemed completed upon the earlier of such
Person's actual receipt thereof or 5 days after deposit in the
United States mail, proper postage prepaid.

 

(c) To the extent
permitted under Applicable Laws of any such jurisdiction, each
member of the Company Group hereby waives, in respect of any such
action, suit or other proceeding, the jurisdiction of any other
court or courts that now or hereafter, by reason of such Person's
present or future domicile, or otherwise, may be available to
it.

 

(d) EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY RELATED AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).

 

(e) The parties
acknowledge and agree that in respect of any disputes arising out
of or in connection with any Additional Australian Agreement and
any CHESS Agreement ("Australian Dispute"), the
courts that have jurisdiction in New South Wales, Australia shall
have exclusive jurisdiction to settle any Australian Dispute.
Subject to this Section, the parties acknowledge and agree that
those courts are the most appropriate and convenient courts to
settle any Australian Dispute and no party will argue to the
contrary. Each party hereby irrevocably waives any objection it may
now, or in the future, have to the venue of any proceedings in
relation to an Australian Dispute, and any claim it may now, or in
the future, have that any proceedings have been brought in an
inconvenient forum, where that venue is New South Wales, Australia.
This Section 15.12(e) is for the benefit of the Purchaser only. As
a result, the Purchaser will not be prevented from commencing
proceedings relating to an Australian Dispute in any other courts
with jurisdiction, subject to this Agreement. To the extent
permitted by law and this Agreement, the parties hereby acknowledge
and agree that the Purchaser may also commence and maintain
concurrent proceedings in any number of jurisdictions.

 

15.13 Arbitration

 


.
Except for any Australian Dispute, all claims, controversies or
disputes arising under or in connection with this Agreement or any
other Related Agreement, between or among any of the signatories
hereto (and their respective employees, officers, directors,
managers, attorneys, and other agents), whether sounding in
contract or tort, including arbitrability and any claim that this
Agreement or any other Related Agreement was induced by fraud
(collectively, but subject to Section 15.13(d), the
“Covered
Claims”), may, at the election of any signatory
hereto, be resolved by binding arbitration in Los Angeles,
California in accordance with the following terms and
conditions:

 

(a) Administrator. The arbitration
of all Covered Claims will be administered by the American
Arbitration Association (“AAA”) in accordance with
the AAA Commercial Arbitration Rules then in effect, except that
the arbitration proceedings will be governed by California
procedural law as if the Covered Claims had been brought in a state
court of California; provided, however, that (i) the
signatories hereto waive any right to jury, (ii) there shall be no
interlocutory appellate relief (such as writs) available, (iii)
discovery will be limited to matters which are directly relevant to
the issues in the arbitration, and (iv) any award of the Arbitrator
shall be final and binding and non-appealable.

 

(b) Arbitrator. The arbitration
will take place in the Los Angeles office of AAA and be conducted
by a single, neutral arbitrator (“Arbitrator”), to be
selected as follows:

 

(i) within 7 Business
Days from service of an arbitration complaint, the parties thereto
will endeavor in good faith to agree upon an
Arbitrator;

 

(ii) failing
such agreement under immediately preceding subparagraph (i),
the parties, or any party, thereto will ask AAA to supply the
parties thereto with a list of no less than seven arbitrators (all
of whom shall disclose and clear any potential conflicts) having no
less than 5 years’ experience in arbitrating complex business
arrangements. Upon receipt of that list of potential arbitrators,
each of the parties thereto will communicate within seven days to
AAA the names of four arbitrators from the list that such party
would agree to use, or its right to participate in the selection of
the arbitrator will be forfeited. As soon as AAA receives the
selections from affected parties, AAA will review the selected
arbitrators and appoint one of those arbitrators whose name appears
on all of the lists submitted by the parties. AAA will have the
discretion to select the arbitrator that it believes is best suited
for the arbitration in terms of experience and availability, and
AAA’s selection will be final.

 

(c) Interim, Provisional or Emergency
Relief. The Arbitrator may, in the course of the
proceedings, order any interim, provisional or emergency relief,
remedy or measure (including attachment, preliminary injunction, or
the deposit of specified security) that the Arbitrator considers to
be necessary, just and equitable. The failure of a party to the
Arbitration to comply with such an interim order may, after due
notice and opportunity to cure such noncompliance, be treated by
the Arbitrator as a default, and some or all of the claims or
defenses of such defaulting party may be stricken and partial or
final award entered against such party, or the Arbitrator may
impose such lesser sanctions as the Arbitrator may deem
appropriate. This Section 15.13 will not
preclude the parties to an arbitration from seeking provisional
remedies in aid of arbitration from a court of appropriate
jurisdiction, and each of the signatories hereto irrevocably
submits to the jurisdiction of the Superior Court of the County of
Los Angeles and the United States District Court for the
Central District of California, located in the County of Los
Angeles, California, in conjunction with an application for a
provisional remedy.

 

(d) Excluded Claims. The term
“Covered Claims” as used in this Agreement does not
include compulsory or permissive cross-claims between or among the
parties that arise in a legal action brought by or against a
non-signatory hereto (“Non-Signatory Action”).
However, a party that has the right to assert a permissive
cross-claim against another party in a Non-Signatory Action may
choose to treat that claim as a Covered Claim and assert it in
accordance with the terms of this Agreement. The term
“Covered Claims” as used in this Agreement also does
not limit the right of any party to (i) foreclose against real or
personal property collateral, (ii) exercise self-help remedies
relating to collateral or proceeds of collateral such as setoff or
repossession, or (iii) obtain provisional or ancillary remedies
such as replevin, injunctive relief, attachment or the appointment
of a receiver, before, during or after the pendency of any
arbitration proceeding. The exclusions from “Covered
Claims” set forth in this Section 15.13(d) do not
constitute a waiver or the right or obligation of any signatory
hereto to submit any dispute to arbitration or reference hereunder,
including those arising from the exercise of the actions detailed
in this Section
15.13(d).

 

 

(e) Record and Proceedings. A full
stenographic or electronic record of all proceedings in the
arbitration will be maintained, and the Arbitrator will issue
rulings, a statement of decision and a judgment as if the
Arbitrator were a sitting judge of the state court of California,
with all of the powers (including with respect to remedies) vested
in such a judge. The fees and costs of creating and maintaining a
stenographic or electronic record will be initially borne by the
parties to the arbitration in equal amounts, pro rata.

 

(f) Res
Judicata,
Collateral Estoppel and Law of the Case. A decision of the
Arbitrator will have the same force and effect with respect to
collateral estoppel, res
judicata and law of the case that such decision would have
been entitled to if decided in a court of law, but in no event will
such a decision be used by or against a party to this Agreement in
a Non-Signatory Action.

 

(g) Jurisdiction/Venue/Enforcement of
Award. The signatories hereto consent and submit to the
exclusive personal jurisdiction and venue of the state and federal
courts located in Los Angeles, California to confirm any
arbitration award granted pursuant to this Agreement, including any
award granting equitable relief, and to otherwise enforce this
Agreement and carry out the intentions of the signatories hereto to
resolve all Covered Claims through arbitration. This Section 15.13 does not
prevent the signatories hereto from enforcing the award of the
arbitrator in the court of any other jurisdiction, to the extent
permitted by law (for example, if property that is the subject of
the award is located in another jurisdiction).

 

(h) Confidentiality. All
arbitration proceedings will be closed to the public and
confidential, and all records relating thereto will be permanently
sealed, except as necessary, and only to the extent reasonably
necessary, to obtain court confirmation of the judgment of the
Arbitrator, and except as necessary, and only to the extent
reasonably necessary, to give effect to res judicata and collateral estoppel
(e.g., in a dispute
between any signatories hereto that is not a Covered Claim), in
which case all filings with any court will be sealed to the extent
permitted by the court. A signatory hereto (including such
party’s counsel or other representative) may disclose to the
media only the fact and generic nature of a Covered Claim that is
being, or has been, arbitrated pursuant to this Agreement. Nothing
in this Section 15.13 is intended
to, or shall, preclude a signatory hereto from communicating with,
or making disclosures to, its lawyers, tax advisors, auditors,
lenders, investors, landlords, regulators and insurers, as
necessary and appropriate or from making such other disclosures as
may be required by law.

 

(i) Fees and Costs. The parties to
an arbitration will share equally in the fees of the Arbitrator and
the administrative costs of the arbitration; provided, however, that the prevailing
party in the arbitration will be entitled to recover its fees and
costs (including attorneys’ fees) from the other party or
parties.

 

 

15.14 Federal Anti-Money Laundering
Law

 


. To
help the government fight the funding of terrorism and money
laundering activities, federal law requires financial institutions
(which may include the Purchaser and its Affiliates) to obtain,
verify and record information that identifies each person who opens
an account or other formal customer relationship. Accordingly, in
connection with this Agreement, the Purchaser may require that the
Company Group provide certified copies of their articles of
incorporation, certificate of formation, operating agreement or
other similar identifying documents. Further, each member of the
Company Group confirms that its legal name and address, as set
forth in this Agreement, are correct and complete and covenant and
agree to provide such other information as may be necessary to
allow the Purchaser and its Affiliates to comply with such
laws.

 

15.15 Time of the
Essence

 


. Time
is of the essence in the Agreement and Related
Agreements.

 

15.16 Press Release

 


. Each
party will consult with the other before issuing, and provide each
other the opportunity to review, comment upon and concur with and
use reasonable efforts to agree on, any press release announcing
principally the transactions contemplated by this Agreement, and
shall not issue any such press release prior to such consultation,
except as either party may determine is required under Applicable
Laws or by obligations pursuant to any listing agreement with any
securities exchange. The parties agree that the initial press
release to be issued with respect to the transactions contemplated
by this Agreement shall be in the form heretofore agreed to by the
parties.

 

15.17 Limitation on
Liability

 


. No
claim shall be made by any party or any of their Affiliates against
any other party, or any Affiliates, partners, directors, officers,
employees, agents or representatives of such other party, for any
special, indirect, consequential or punitive damages in respect of
any claim for breach of contract or under any other theory of
liability arising out of or related to the transactions
contemplated by this Agreement, the Securities, any other Related
Agreement, or any act, omission or event occurring in connection
therewith. Each party hereby waives, releases and agrees not to sue
upon any claim for such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.

 

15.18 Co-Issuers

 


. It is
understood and agreed that the issuance of the Notes to the
Purchaser on a joint issuer basis as set forth in this Agreement
and the Notes is solely as an accommodation to the Issuers
(individually, a "Co-Issuer", and
collectively, the “Co-Issuers") and at their
request.  Accordingly, the Co-Issuers hereby agree as
follows:

 

(a) Each Co-Issuer
acknowledges and agrees that the intention of the parties is that
each Co-Issuer shall be a direct and primary "Issuer" with respect
to the Obligations to the Purchaser evidenced or secured by the
Note Documents, and the Co-Issuers agree that they are jointly and
severally liable for the Obligations to the Purchaser and
liabilities of each Issuer and the Issuers under the Note
Documents.  Except as expressly otherwise provided in any Loan
Document, (i) any covenant, representation or warranty by any
Co-Issuer in any Note Document shall be deemed to be a covenant,
representation or warranty with respect to each Co-Issuer and all
Co-Issuers, and a breach of any such covenant, representation or
warranty by any Co-Issuer or all Co-Issuers shall be deemed to be a
breach of such covenant, representation or warranty by each
Co-Issuer and all Co-Issuers, (ii) any requirement,
restriction or prohibition with respect to any Co-Issuer or all
Co-Issuers shall be deemed to be a requirement, restriction or
prohibition with respect each Co-Issuer and all Co-Issuers, and
(iii) any event described as a "Default" or "Event of Default" or giving rise to a right
to accelerate or other remedy with respect to any Co-Issuer or all
Co-Issuers shall be a "Default" or "Event of Default" or an event
giving rise to the right to accelerate or other remedy, as the case
may be, as to each Co-Issuer and all Co-Issuers.  Any waiver
by any Co-Issuer or all Co-Issuers shall be deemed to be a waiver
by each Co-Issuer and all Co-Issuers.  Any right or remedy of
Purchaser against any Co-Issuer or all Co-Issuers may be exercised
by Purchaser against any Co-Issuer or all or some
Co-Issuers.

 

(b) Each Co-Issuer
hereby irrevocably appoints each other Co-Issuer as the appointing
Co-Issuer's agent and attorney-in-fact for all purposes of the Note
Documents, including, without limitation, the giving and receiving
of notices and other communications and making of requests and
elections.  Purchaser is entitled to rely, and shall be
exonerated from any liability for relying, upon any notice,
communication, request or election by any Co-Issuer without the
need for any consent or other authorization of any other Co-Issuer
and upon any information or certificate provided on behalf of any
Co-Issuer.  However, Purchaser may in its sole discretion
elect not to accept any notice, communication, request or election
from or by fewer than all of the Co-Issuers, and upon such election
by Purchaser any such rejected notice, communication, request or
other election shall have no force or effect.

 

15.19 Suretyship and Guarantor
Waivers

 


. In
the event that for any reason any party (individually, an
“Obligated
Party”, and collectively, the “Obligated Parties”) to
this Agreement, the Notes, the Collateral Documents and the Related
Agreements (each, a “Note Document”, and
collectively, the “Note Documents”) is held
or deemed to be a guarantor of or surety for the payment and
performance by any other Obligated Party of any Obligations to the
Purchaser, each Obligated Party hereby agrees as
follows:

 

(a) Each Obligated
Party hereby waives any right it may now or hereafter have to
require Purchaser, as a condition to the exercise of any remedy or
other right against any Obligated Party hereunder or under any
other Note Document:  (i) to proceed against any
Obligated Party or other Person, or against collateral given by any
Obligated Party or other Person; (ii) to pursue any other
right or remedy in the power Purchaser; (iii) to give notice
of the time, place or terms of any public or private sale of real
or personal property collateral given by any Obligated Party or
other Person, or otherwise to comply with any applicable
UCC or similar law with respect
to any such personal property collateral; or (iv) to make or
give (except as otherwise expressly provided in the Note Documents)
any presentment, demand, protest, notice of dishonor, notice of
protest or other demand or notice of any kind in connection with
any obligation under the Note Documents or any
collateral.

 

(b) Each Obligated
Party hereby waives any defense it may now or hereafter have that
relates to:  (i) any disability or other defense of any
Obligated Party or other Person; (ii) the cessation, from any
cause other than full performance, of all Obligations to the
Purchaser of any Obligated Party or any other Person;
(iii) the application of the proceeds of the Notes by any
Obligated Party or other Person, for purposes other than the
purposes represented to any other Obligated Party by such
representing Obligated Party or otherwise intended or understood by
any Obligated Party; (iv) any act or omission by Purchaser
which directly or indirectly results in or contributes to the
release of any Obligated Party or other Person or any collateral
for any obligation under the Note Documents; (v) the
unenforceability or invalidity of any collateral assignment or
guaranty with respect to any obligation under the Note Documents,
or the lack of perfection or continuing perfection or lack of
priority of any lien which secures any obligation under the Note
Documents; (vi) any failure of Purchaser to marshal assets in
favor of any Obligated Party or any other Person; (vii) any
modification of any obligation under the Note Documents, including
any renewal, extension, acceleration or increase in interest rate;
(viii) any and all rights and defenses arising out of an
election of remedies by Purchaser, even though that election of
remedies, such as a nonjudicial foreclosure with respect to
security for a guaranteed obligation, has destroyed any Obligated
Party's rights of contribution, subrogation and reimbursement
against any other Obligated Party by the operation of any
Applicable Law or otherwise; (ix) any Applicable Law which
provides that the obligation of a surety or guarantor must neither
be larger in amount nor in other respects more burdensome than that
of the principal or which reduces a surety's or guarantor's
obligation in proportion to the principal obligation; (x) any
failure of Purchaser to file or enforce a claim in any bankruptcy
or other proceeding with respect to any Person; (xi) the
election by Purchaser, in any bankruptcy proceeding of any Person,
of the application or non-application of Section 1111(b)(2) of
the United States Bankruptcy
Code; (xii) any extension of credit or the grant of any
lien under Section 364 of the United States Bankruptcy Code;
(xiii) any use of cash collateral under Section 363 of
the United States Bankruptcy Code; or (xiv) any agreement or
stipulation with respect to the provision of adequate protection in
any bankruptcy proceeding of any Person.  These rights and
defenses being waived by each Obligated Party include, but are not
limited to, any rights or defenses based upon all Applicable Law.
Without limiting the generality of the foregoing or any other
provision hereof, each Obligated Party further expressly waives to
the extent permitted by Applicable Law any and all suretyship and
guarantor rights and defenses, including without limitation any
rights of subrogation, exoneration, reimbursement, indemnification
and contribution, which might otherwise be available to such
Obligated Party under any Applicable Law.

 

(c) Each Obligated
Party hereby waives:  (i) any right of subrogation
against any other Obligated Party that relates to any obligation
under the Note Documents; (ii) any right to enforce any remedy
such Obligated Party may now or hereafter have against any other
Obligated Party that relates to any obligation under the Note
Documents; and (iii) any right to participate in any
collateral now or hereafter assigned to Purchaser with respect to
any obligation under the Note Documents.

 

(d) Each Obligated
Party warrants and agrees:  (i) that such Obligated Party
has not relied, and will not rely, on any representation or
warranty by Purchaser to any Obligated Party with respect to the
creditworthiness of any other Obligated Party or the prospects of
repayment of any obligation under the Note Documents;
(ii) that such Obligated Party has established or will
establish adequate means of obtaining from each other Obligated
Party on a continuing basis financial and other information
pertaining to the business operations, if any, and financial
condition of each other Obligated Party; (iii) that such
Obligated Party assumes full responsibility for keeping informed
with respect to each other Obligated Party's business operations,
if any, and financial condition; (iv) that Purchaser has no
duty to disclose or report to such Obligated Party any information
now or hereafter known to Purchaser with respect to any other
Obligated Party, including, without limitation, any information
relating to any other Obligated Party's business operations or
financial condition; and (v) that such Obligated Party is
familiar with the terms and conditions of the Note Documents and
consents to all provisions thereof.

 

(e) Each Obligated
Party warrants that all of the waivers in this Agreement are made
with full knowledge of their significance, and of the fact that
events giving rise to any defense or other benefit waived by such
Obligated Party may destroy or impair rights which such Obligated
Party would otherwise have against Purchaser, any other Obligated
Party and other Persons, or against collateral. Each Obligated
Party agrees that all such waivers are reasonable under the
circumstances and further agrees that, if any such waiver is
determined (by a court of competent jurisdiction) to be contrary to
any Applicable Law or public policy, the other waivers herein shall
nonetheless remain in full force and effect.

 

(f) Each Obligated
Party waives any rights and defenses that are or may become
available to it by reason of Sections 2787 to 2855, inclusive, and
Sections 2899 and 3433 of the California Civil Code.

 

15.20 Proprietary
Information.

 

(a) All nonpublic
information provided to, or obtained by, a party regarding another
party in connection with the transactions contemplated hereby shall
be "Proprietary
Information". Notwithstanding the foregoing, the term
Proprietary Information shall not include information that
(i) is or becomes within the public domain through no act of
the receiving party in breach of this Section 15.20,
(ii) was in the possession of the receiving party prior to its
disclosure or transfer hereunder other than, with respect to the
Purchaser, all information pertaining to Royal Wolf Holdings and
its Subsidiaries that is not presently in the public domain (which
information shall be Proprietary Information until publicly
disclosed by a Person other than Purchaser), (iii) is
independently developed by the receiving party, or (iv) is
received from another source without any restriction on use or
disclosure through no act of the receiving party in breach of this
Section 15.20.

 

(b) Except as
specifically provided herein, each party agrees that it shall not
disclose any Proprietary Information to any Third Party nor use any
Proprietary Information of another party for any purpose other than
as may be necessary in connection with the transactions
contemplated hereby. The parties shall each protect all Proprietary
Information with the same degree of care as it applies to protect
its own proprietary information. As used in this Section, the term
"Third Party" shall
be broadly interpreted to include any corporation, company,
partnership or individual.

 

(c) Notwithstanding the
foregoing, a party may disclose such Proprietary Information to
their respective directors, officers, employees, consultants,
agents and representatives who need to know such Proprietary
Information in connection with the transactions contemplated hereby
and thereby (it being understood that such directors, officers,
consultants, agents and representatives shall be informed by the
receiving party of the confidential nature of such Proprietary
Information); provided, that, the receiving party agrees to be
responsible for any breach of this Section 15.20 by such
persons.

 

 

(d) Except with respect
to any disclosures (i) required to be made to the National
Association of Insurance Commissioners, any nationally recognized
ratings agencies or any Governmental Authority or (ii) that are
necessary to effect compliance with any law, rule, regulation or
order applicable to such party or in response to any subpoena or
other legal process, in the event a party is legally requested or
required to disclose Proprietary Information of the other party,
the receiving party shall, to the extent practicable and permitted
by law or order, promptly notify the disclosing party of such
request or requirement so that the disclosing party may seek an
appropriate protective order or waive the provisions of this
Section 15.20.
In the event that such protection or other remedy is not obtained
or that the disclosing party waives compliance, the receiving party
agrees to furnish only that portion of the Proprietary Information
which it reasonably determines is legally required. Notwithstanding
anything to the contrary in this Agreement, a disclosing party
shall not be required to provide any information to any other party
which it reasonably believes it may not provide to another party by
reason of applicable law, rules or regulations.

 



[Remainder of page intentionally left blank]

 




	

SMRH:483440422.2

	
 

	
 







 








 






IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized representatives as
of the date first written above.

 


	
 

	

"PURCHASER"


BISON
CAPITAL PARTNERS V, L.P., a Delaware limited
partnership


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner


 

 


By:           


Name:                      Douglas
B. Trussler


Title:                      Managing
Member


	
 

	
 


	
 

	

"GFN"


GENERAL
FINANCE CORPORATION


By:           


Name:                      
Ronald F. Valenta


Title:
Chief Executive Officer


	
 

	
 


	
 

	

"GFN
(US)"


GFN
U.S. AUSTRALASIA HOLDINGS, INC.


By:                      


Name:                      
Charles E. Barrantes


Title:                      Chief
Financial Officer


	
 

	
 


	
 

	
 


	
 

	

"COMPANY"
OR “HOLDINGS”


GFN
ASIA PACIFIC HOLDINGS PTY LTD.


By:           


Name:                      


Title:                      


	
 

	
 


	
 

	
 


	
 

	

“FINANCE”


 

 


GFN
ASIA PACIFIC FINANCE PTY LTD.


By:           


Name:                      


Title:                      


	
 

	
 


	
 

	
 







 


 




	

SMRH:483440422.3

	
 

	
 


	
 

	
 

	
 







 








 







Exhibit A

 




 








 







SECURED SENIOR PROMISSORY NOTE

 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT
THAT SUCH ACT APPLIES TO A TRANSFER OR DISPOSAL, NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.

 



GFN ASIA PACIFIC HOLDINGS PTY LTD.

 



GFN ASIA PACIFIC FINANCE PTY LTD.

 


11.9%
SECURED SENIOR PROMISSORY NOTE

 


 

 


US$26,000,000  Los
Angeles, California

 


[________], 2017

 


FOR
VALUE RECEIVED, GFN ASIA PACIFIC HOLDINGS PTY LTD. (ACN 620 127 791), an Australian
corporation ("Holdings”),
and GFN ASIA PACIFIC FINANCE PTY LTD. (CAN 620 128 001), an Australian
corporation ("Finance”),
hereby jointly and severally promise to pay to the order of BISON
CAPITAL PARTNERS V, L.P., a Delaware limited partnership
("Bison
Capital"), or its registered assigns (along with Bison
Capital, each a "Holder"), on the
Maturity Date (as hereinafter defined), the principal sum of
US$26,000,000, or in the
case of a prepayment, such portion thereof being prepaid, with
interest thereon from time to time as provided herein. Holdings and
Finance are collectively referred to as the “Makers”
and each individually as a “Maker”.
Holdings is from time to time referred to as the “Designated
Maker.” General
Finance Corporation, a Delaware corporation (“GFN”), for
good and valuable consideration of which it acknowledges, is a
party to this Note for purposes of Section 4 and Exhibit A hereof only, and the
only obligation of GFN under this Note is to issue shares of GFN
common stock, par value US$0.0001 per share (the
“Common
Stock”) pursuant to Section 4 and Exhibit A hereof and to comply
with Exhibit A
hereof.

 


This
Note is the Convertible Note referred to in the Securities Purchase
Agreement (the "Purchase
Agreement"), dated as of [________], 2017, by and among Bison
Capital, GFN, GFN U.S. Australasia Holdings, Inc., a Delaware
corporation ("GFN US"), Makers and
the other parties from time to time party thereto and is subject to
the provisions of the Purchase Agreement, and is subject to
acceleration and to optional and mandatory prepayment in whole or
in part as provided herein. The Holder is entitled to the benefits
of this Note and the Purchase Agreement, as it relates to this
Note, and may enforce the agreements of the Makers contained herein
and therein and exercise the remedies provided for hereby and
thereby or otherwise available in respect hereto and thereto.
Capitalized terms used herein without definition are used herein
with the meanings ascribed to such terms in the Purchase Agreement.
This Note is secured and guaranteed as provided in the Related
Agreements.

 

1. Interest; Return on
Investment.

 


(a)           Subject
to Section 1(b)
hereof, the Makers promise to pay interest on the principal amount
of this Note from time to time outstanding (the “Principal
Amount”) at
the per annum rate of 11.9% (the "Scheduled Interest
Rate"); provided, that the Scheduled Interest Rate shall
increase to and therefore be deemed to be the per annum rate of
14.4% upon and during the continuance of a 100% Acquisition State
Failure. All accrued interest payable pursuant to this Section 1(a) shall be due and
payable in arrears on the first date of each quarter or, if any
such date shall not be a Business Day, on the next succeeding
Business Day to occur after such date (the "Interest Payment
Date"), beginning on [______], 2017, and shall be paid in
immediately available funds to an account designated by the Holder.
All interest payable pursuant to this Section 1(a) shall be
calculated and accrue and be paid in Australian Dollars. To the
extent Makers pay any installment of interest under this Note in
Australian Dollars, Makers shall pay concurrently therewith an
amount sufficient to pay all withholding, currency conversion and
other similar costs, fees and expenses such that Holder may convert
the full amount of the installment of interest to United States
Dollars.


 


(b)           If
at any time (i) Makers fail to make any payment of principal as and
when due (whether at stated maturity, upon acceleration or required
prepayment or otherwise), (ii) Makers fail to make any payment of
interest, premium, if any, fees, costs, expenses, taxes or other
amounts due hereunder within one Business Day after the date when
due, or (iii) any other Event of Default has occurred and is
continuing, then, in addition to the rights and remedies available
to the Holder under the Purchase Agreement, this Note, the other
Related Agreements and Applicable Laws, (x) Makers shall pay
interest in cash on the unpaid principal balance of, premium, if
any, and accrued and unpaid interest on this Note at a rate per
annum (the "Default Rate") equal
to the sum of the Scheduled Interest Rate plus 2.0% from the date
specified in Section 12.1 of the
Purchase Agreement until such time as such Event of Default is
cured or waived and, additionally, (y) the Holder may demand
immediate repayment of the Principal Amount and any accrued but
unpaid interest.


 


(c)           All
interest payable at the Scheduled Interest Rate shall be due and
payable in arrears on each Interest Payment Date, and, until the
first Interest Payment Date following the second anniversary of the
Closing Date, may be paid in kind by automatically increasing the
principal amount outstanding under this Note by an amount equal to
the interest payable in kind on each Interest Payment Date;
provided,
however, that if an
Event of Default has occurred, the Holder may elect to have the
interest accruing at the Scheduled Interest Rate to be paid in
immediately available funds to an account designated by the Holder.
Interest paid in kind shall compound annually on each anniversary
of the date of this Note.


 


(d)           Interest
payable under this Note shall accrue from and including the date of
issuance through and until repayment of the principal and payment
of all accrued interest and premium, if any, in full. All interest
payable under this Note shall accrue on a quarterly basis and be
computed on the basis of a 360-day year of twelve 30-day
months.


 


(e)           If
the Principal Amount actually received by Holder under this Note
plus interest
thereon actually received by Holder under this Note plus proceeds from the sale of
any Common Stock received by Holder after conversion of any
Principal Amount of this Note (collectively, the
“Proceeds”)
do not, in the aggregate, exceed US$45,500,000, then the Makers
shall promptly pay to Holder in immediately available funds the
difference between US$45,500,000 and the Proceeds actually
received.

 

2. Maturity Date. The outstanding
principal balance of this Note, together with all premiums, if any,
accrued and unpaid interest on, and all other amounts owing under
this Note, shall be due and payable on [____________, 2022] (the "Maturity
Date").

 

3. Optional
Prepayments.

 


(a)           Makers
may not prepay the unpaid principal balance of this Note prior to
the first anniversary of the Closing Date. Thereafter, subject to
Section 3(b), this
Note may be voluntarily prepaid, at the sole option of Makers, in
whole or in part, as follows: (i) at 102.0% of the Principal
Amount being prepaid at any time on or after the first anniversary
of the Closing Date and prior to the second anniversary of the
Closing Date; (ii) at 101.0% of the Principal Amount being prepaid
at any time on or after the second anniversary of the Closing Date
and prior to the third anniversary of the Closing Date; and (iii)
at 100.0% of the Principal Amount being prepaid at any time on or
after the third anniversary of the Closing Date. The optional
prepayment amount as provided in each of Sections 3(a)(i)-(iii) shall be
referred to as an "Optional Prepayment
Amount." Any prepayment of this Note under this Section 3 shall also include
all accrued and unpaid interest on the outstanding principal
balance of this Note through and including the date of
prepayment.


 


(b)           Makers
shall give the Holder written notice of each voluntary prepayment
not less than 5 nor more than 30 days prior to the date of
prepayment. Such notice shall specify the Principal Amount of this
Note to be prepaid on such date. Notice of prepayment having been
given as aforesaid, a payment in an amount equal to the Principal
Amount of this Note specified in such prepayment notice shall
become due and payable on such prepayment date, together with all
accrued and unpaid interest on the outstanding principal balance of
this Note through and including the date of prepayment. All
prepayments of principal shall be in minimum increments of
US$250,000 or the entire unpaid Principal Amount, if less than
US$250,000.

 

4. Conversion Right and Preemptive
Right. The attached Exhibit A is hereby
incorporated into this Note by reference as if fully set forth
herein, and shall apply to this Note and the Transactions
contemplated hereby.

 

5. Change in Control Prepayment.
The Holder may require the Makers to prepay the outstanding
principal balance of this Note, in whole or in part, and shall be
entitled to all premiums that Holder would otherwise be entitled to
under this Note (including any Repayment Premium and/or Optional
Prepayment Amount) as a result of an acceleration of the amounts
owing under this Note, as requested by the Holder, at any time
during the 90-day period following the consummation of any
transaction which constitutes a Change in Control (as such term is
defined below), at the prepayment amount set forth below. For the
purposes of this Note, a "Change in Control" shall
mean:

 


(a)           any
transaction or other event (including, without limitation, any
merger, consolidation, sale or other transfer of stock or voting
rights with respect thereto, issuance of stock, death or other
transaction or event) by virtue of which GFN fails to own,
directly, all of the outstanding Capital Stock of GFN (US) and
indirectly, all of the outstanding Capital Stock of each Subsidiary
of GFN (US); provided,
however, that the sale, transfer or other disposition by any
Subsidiary of Royal Wolf Holdings (the “Dissolving
Entity”) of substantially all of its assets to another
Subsidiary of Royal Wolf Holdings followed by the dissolution of
the Dissolving Entity shall not constitute a Change of
Control;


 


(b)           the
Capital Stock of GFN (US), Holdings, Finance or Royal Wolf
Holdings becomes subject to a Lien (other than a Lien in favor of
Holder);


 


(c)           any
sale, lease, transfer, assignment or other disposition of all or
substantially all of the assets of GFN (US) and its
Subsidiaries; provided,
however, that the sale, transfer or other disposition by the
Dissolving
Entity of substantially all of its assets to another
Subsidiary of Royal Wolf Holdings shall not constitute a Change of
Control;


 


(d)           any
“person” or “group” (as such terms are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such
plan) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such
person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time (such
right, an “option right”)), directly or indirectly, of
more than 50% of the equity securities of GFN entitled to vote for
members of the board of directors or equivalent governing body of
GFN on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire
pursuant to any option right);


 


(e)           during
any period of 12 consecutive months, a majority of the members of
the board of directors or other equivalent governing body of GFN
ceases to be composed of individuals (i) who were members of that
board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause
(i) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to
in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or
equivalent governing body; or


 


(f)           the
passage of thirty days from the date upon which any Person or two
or more Persons acting in concert shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement
that, upon consummation thereof, will result in its or their
acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of GFN, or
control over the equity securities of GFN entitled to vote for
members of the board of directors or equivalent governing body of
GFN on a fully-diluted basis (and taking into account all such
securities that such Person or group has the right to acquire
pursuant to any option right) representing more than 50% of the
combined voting power of such securities.


The
prepayment amount under this Section 5 shall be equal
to the Principal Amount being prepaid, plus accrued and unpaid
interest thereon through and including the date of prepayment.
Makers shall notify the Holder of the date on which a Change in
Control has occurred within three Business Days after such date and
shall, in such notification, inform the Holder of the Holder's
right to require Makers to prepay this Note as provided in this
Section 5 and of
the date on which such right shall terminate. If the Holder elects
to require Makers to prepay this Note pursuant to this Section 5, it shall furnish
written notice to Makers advising Maker of such election and the
amount of principal of this Note to be prepaid. Maker shall prepay
this Note in accordance with this Section 5 and such written
notice within 3 Business Days after its receipt of such written
notice.

 

6. Closing Fee. Upon the Closing,
the Maker shall pay to Bison Capital the sum of USD$800,000 (the
"Closing
Fee") as provided in the Purchase Agreement. Payment of the
Closing Fee shall not reduce any amounts owed as principal or
interest hereunder.

 

7. Security. The obligations of
the Makers to the Holder under this Note, the Purchase Agreement
and the other Related Agreements shall be secured by a perfected
first priority Lien granted to the Holder pursuant to each Pledge
Agreement and Additional Pledge Agreement to which each Maker is a
party.

 

8. Manner of Payment. Payments of
principal and other amounts due under this Note (except for
interest) shall be made no later than 2:00 p.m. (Eastern Time) on
the date when due and in United States Dollars (by wire transfer in
funds immediately available at the place of payment) to such
account as the Holder may designate in writing to either Maker.
Payments of interest in Australian Dollars under this Note shall be
made no later than 2:00 p.m. (Eastern Time) on the date when due
(by wire transfer in funds immediately available at the place of
payment) to such account as the Holder may designate in writing to
either Maker. Any payments due hereunder which are due on a day
which is not a Business Day shall be payable on the first
succeeding Business Day and such extension of time shall be
included in the computation.

 

9. Maximum Lawful Rate of
Interest. The rate of interest payable under this Note shall
in no event exceed the maximum rate permissible under applicable
law. If the rate of interest payable on this Note is ever reduced
as a result of this Section 9 and at any time
thereafter the maximum rate permitted under applicable law exceeds
the rate of interest provided for in this Note, then the rate
provided for in this Note shall be increased to the maximum rate
provided for under applicable law for such period as is required so
that the total amount of interest received by the Holder is that
which would have been received by the Holder but for the operation
of the first sentence of this Section 9.

 

10. Makers’ Waivers. Except
as otherwise provided herein, each Maker hereby waives presentment
for payment, demand, protest, notice of protest and notice of
dishonor hereof, and all other notices of any kind to which it may
be entitled under applicable law or otherwise.

 

11. Transfer.

 


(a)           The
term "Holder" as used
herein shall also include any transferee of this Note whose name
has been recorded by Designated Maker in the Register (as
hereinafter defined). Each transferee of this Note acknowledges
that this Note has not been registered under the Securities Act,
and may be transferred only pursuant to an effective registration
statement under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities
Act.


 


(b)           Designated
Maker shall maintain at its principal executive office a register
for the registration of transfers of this Note (the "Register"). The name
and address of the Holder, each transfer thereof and the name and
address of each transferee shall be registered in the Register.
Prior to due presentment for registration of transfer, absent
demonstrable error, the Person in whose name the Note is registered
shall be deemed and treated as the owner and holder thereof for all
purposes hereof. Any transfer of this Note shall be effective only
upon appropriate entries with respect thereto being made in the
Register.


 

12. Persons Deemed Owners;
Participations.

 


(a)           Prior
to due presentment for registration of any assignment, Makers may
treat the Person in whose name any Note is registered pursuant to
the Register as the owner and Holder of such Note for all purposes
whatsoever, and Makers shall not be affected by notice to the
contrary. Subject to the preceding sentence, the Holder may grant
to any other Person participations from time to time in all or any
part of this Note on such terms and conditions as may be determined
by the Holder in its sole and absolute discretion, subject to
applicable federal and state securities laws; provided, however,
that unless the Holder has assigned or transferred all or any
portion of this Note in accordance with Section 13 hereof by
surrendering this Note at Designated Maker’s principal
executive office for registration of any such assignment or
transfer, Makers shall continue to treat the Person in whose name
the Note is registered as the owner of purposes, including
payments. Notwithstanding anything to the contrary contained herein
or otherwise, nothing in the Purchase Agreement, this Note or any
other Related Agreement or otherwise shall confer upon the
participant any rights in the Purchase Agreement or any Related
Agreement, and the Holder shall retain all rights with respect to
the administration, waiver, amendment, collection and enforcement
of, compliance with and consent to the terms and provisions of the
Purchase Agreement, this Note or any other Related
Agreement.


 


(b)           In
addition, the Holder may, without the consent of the participant,
give or withhold its consent or agreement to any amendments to or
modifications of the Purchase Agreement, this Note or any other
Related Agreement, waive any of the provisions hereof or thereof or
exercise or refrain from exercising any other rights or remedies
which the Holder may have under the Purchase Agreement, this Note
or any other Related Agreement or otherwise.

 

13. Assignment and Transfer.
Subject to compliance with Applicable Law and except as otherwise
provided in the Purchase Agreement, the Holder may, at any time and
from time to time and without the consent of Makers, assign or
transfer to one or more Persons all or any portion of this Note or
any portion thereof (but not less than US$500,000 in Principal
Amount in any single assignment (unless such lesser amount
represents the entire outstanding principal balance hereof)) or any
rights hereunder. Upon surrender of this Note at Designated Maker's
principal executive office for registration of any such assignment
or transfer, accompanied by a duly executed instrument of transfer,
Makers shall, at their expense and within 3 Business Days of such
surrender, execute and deliver one or more new notes of like tenor
in the requested principal denominations and in the name of the
assignee or assignees and bearing the legend set forth on the face
of this Note, and this Note shall promptly be canceled. If the
entire outstanding principal balance of this Note is not being
assigned, Makers shall issue to the Holder hereof, within 3
Business Days of the date of surrender hereof, a new note which
evidences the portion of such outstanding principal balance not
being assigned. If this Note is divided into one or more notes and
is held at any time by more than one Holder, any payments of
principal of, premium, if any, and interest or other amounts on
this Note which are not sufficient to pay all interest or other
amounts due thereunder, shall be made pro rata with respect to all
such notes in accordance with the outstanding Principal Amounts
thereof, respectively. At any time that the original Note issued on
the Closing Date is divided into two or more smaller Notes, all
consents, approvals, waivers, demands and decisions that the Holder
is entitled to make under this Note shall be made only by the
Holders of a majority of the Principal Amounts of the Notes
outstanding.

 

14. Loss, Theft, Destruction or
Mutilation. Upon receipt of evidence reasonably satisfactory
to the Designated Maker of the loss, theft, destruction or
mutilation of this Note and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity agreement or other
indemnity reasonably satisfactory to the Designated Maker or, in
the case of any such mutilation, upon surrender and cancellation of
such mutilated Note, the Makers shall make and deliver within
3 Business Days a new note, of like tenor, in lieu of the
lost, stolen, destroyed or mutilated Note.

 

15. Costs of Collection. The Makers
agrees to pay all costs and expenses, including the reasonable fees
and expenses of any attorneys, accountants and other experts
retained by the Holder, which are expended or incurred by the
Holder following an Event of Default in connection with (a) the
enforcement of this Note or the collection of any sums due
hereunder, whether or not suit is commenced; (b) any actions for
declaratory relief in any way related to this Note; (c) the
protection or preservation of any rights of the Holder under this
Note; (d) any actions taken by the Holder in negotiating any
amendment, waiver, consent or release of or under this Note; (e)
any actions taken in reviewing any Maker's or any of their
respective Subsidiaries' financial affairs if an Event of Default
has occurred, including, without limitation, the following actions:
(i) inspect the facilities of any Maker and any of their respective
Subsidiaries or conduct appraisals of the financial condition of
any Maker and any of their respective Subsidiaries; (ii) have an
accounting firm chosen by the Holder review the books and records
of any Maker and any of their respective Subsidiaries and perform a
thorough and complete examination thereof; (iii) interview the
Makers’ and each of their respective Subsidiaries' employees,
accountants, customers and any other individuals related to the
Makers or their respective Subsidiaries which the Holder believes
may have relevant information concerning the financial condition of
the Makers and any of their respective Subsidiaries; and (iv)
undertake any other action which the Holder believes is necessary
to assess accurately the financial condition and prospects of the
Makers and any of their respective Subsidiaries; (f) the Holder's
participation in any refinancing, restructuring, bankruptcy or
insolvency proceeding involving any Maker, any of their respective
Subsidiaries or any other Affiliate of any Maker; (g) any effort by
the Holder to protect, assemble, complete, collect, sell, liquidate
or otherwise dispose of any collateral, including in connection
with any case under Bankruptcy Law; or (h) any refinancing or
restructuring of this Note at the request or instigation of any
Maker, including, without limitation, any restructuring in the
nature of a "work out" or in any insolvency or bankruptcy
proceeding of any Maker.

 

16. Extension of Time. The Holder,
at its option, may extend the time for payment of this Note,
postpone the enforcement hereof, or grant any other indulgences
without affecting or diminishing the Holder's right to recourse
against the Makers, which right is expressly reserved.

 

17. Notations. Before disposing of
this Note or any portion thereof, the Holder may make a notation
thereon (or on a schedule attached thereto) of the amount of all
principal payments previously made by Makers with respect
thereto.

 

18. GOVERNING
LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
TO THE EXTENT NECESSARY, THE
PROVISIONS OF ALL OTHER DOCUMENTS REFERRED TO HEREIN (INCLUDING
WITHOUT LIMITATION THE PROVISIONS OF THE PURCHASE AGREEMENT AND
SPECIFICALLY THE REPRESENTATIONS, WARRANTIES, COVENANTS AND EVENTS
OF DEFAULT PROVIDED IN FAVOR OF OR FOR THE BENEFIT OF THE HOLDER)
SHALL BE DEEMED TO BE INCLUDED HEREIN AS IF SET OUT IN FULL HEREIN
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA EVEN IF EXPRESSED IN THE OTHER DOCUMENTS
TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION. THE ENFORCEMENT
BY THE HOLDER OF THE PURCHASE AGREEMENT OR ANY OTHER DOCUMENT UNDER
THE LAWS OF ANOTHER JURISDICTION DOES NOT RESTRAIN OR IN ANY WAY
IMPACT UPON THE ABILITY OF THE HOLDER TO ENFORCE THIS NOTE OR ANY
GUARANTEE, LIEN OR SECURITY INTEREST HELD BY THE HOLDER IN RESPECT
OF THE INDEBTEDNESS CREATED BY THIS NOTE OR OTHERWISE UNDER THE
LAWS OF THE STATE OF CALIFORNIA.

 

19. Consent
to Jurisdiction and Venue; Waiver of Jury
Trial.

 


(a)           Each
Maker hereby consents and agrees that all actions, suits or other
proceedings arising under or in connection with this Note or any
other Related Agreement shall be tried and litigated in state or
federal courts located in the County of Los Angeles, State of
California, which courts shall have exclusive jurisdiction to hear
and determine any and all claims, controversies and disputes
arising out of or related to this Note or any other Related
Agreement. Notwithstanding the foregoing, nothing contained in this
Section 19
shall preclude the Holder from bringing any action, suit or other
proceeding in the courts of any other location where the assets of
any member of the Company Group or the Collateral may be found or
located or to enforce any judgment or other court order in favor of
the Holder.

 


(b)           Each
Maker hereby (i) irrevocably submits to the jurisdiction of any
such court and consents in advance to such jurisdiction in any
action, suit or other proceeding commenced in any such court, (ii)
waives any right it may have to assert the doctrine of forum non conveniens or any objection
that such Maker may have based upon lack of personal jurisdiction
or improper venue and (iii) consents to the granting of such legal
or equitable relief as is deemed appropriate by such court. Each
Maker hereby waives personal service of the summons, complaint or
other process issued in any such action, suit or other proceeding
and agrees that service of such summons, complaint and other
process may be made by registered or certified mail addressed to
such party at the address set forth in Section 15.6 of the
Purchase Agreement and that service so made shall be deemed
completed upon the earlier of such Maker's actual receipt thereof
or 5 days after deposit in the United States mail, proper
postage prepaid.

 


(c)           To
the extent permitted under Applicable Laws of any such
jurisdiction, each Maker hereby waives, in respect of any such
action, suit or other proceeding, the jurisdiction of any other
court or courts that now or hereafter, by reason of such Maker's
present or future domicile, or otherwise, may be available to
it.

 


(d)           EACH
MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS NOTE OR ANY RELATED DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).

 

20. Arbitration; Incorporation by
Reference. Section
15.13 of the Purchase Agreement is incorporated into this
Note by this reference as if such Section was fully set forth
herein, and shall apply to this Note and the transactions
contemplated hereby.

 

21. Additional Tax Matters; Incorporation
by Reference. Section 9.14(b) of the Purchase
Agreement is incorporated into this Note by this reference as if
such Section was fully set forth herein, and shall apply to this
Note and the transactions contemplated hereby.

 

22. Severability. If any one or
more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable
substantially impair the benefits of the remaining provisions
hereof.

 

23. Headings. The headings in this
Note are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


 



[SIGNATURE PAGE FOLLOWS]




	

SMRH:483340250.8

	
 

	
 


	
 

	
 

	
 







 









SMRH Draft



7/1/17






IN
WITNESS WHEREOF, this Secured Senior Subordinated Promissory Note
is executed as of the date first above written.

 


	
 

	

GFN
ASIA PACIFIC HOLDINGS PTY LTD., an Australian
corporation


	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 







 

 


	
 

	

GFN
ASIA PACIFIC FINANCE PTY LTD., an Australian
corporation


	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 







 

 


	

ACKNOWLEDGED
AND AGREED AS TO SECTION 4 AND EXHIBIT A ONLY:

	
 


	
 

	

GENERAL
FINANCE CORPORATION


	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 







 

 


 

 


 

 


 

 




	

SMRH:483340250.8

	
 

	


Signature Page - US$26,000,000 Note


	
 

	
 

	
 







 









SMRH Draft



7/1/17







Exhibit A

 



Conversion Right

 

 

4. Conversion.

 

(a) Generally. The Holder shall
have the right at any time and from time to time to convert all or
any portion of the Principal Amount of the Note then outstanding
into shares of Common Stock at the Conversion Price in effect at
the time of conversion (the “Conversion Right”).
Subject to the terms and conditions of that certain Registration
Rights Agreement dated [______, 2017] between GFN and Holder, GFN
shall take all action as necessary to ensure that any Common Stock
issued upon conversion of any portion of the Principal Amount of
this Note is, upon issuance to the Holder or its designee,
freely publicly tradeable by the Holder or its designee.
Notwithstanding anything herein to the contrary, the Holder shall
not attempt to convert, and GFN shall not cause the Holder to
convert, any portion of this Note and GFN shall not issue to 
the Holder any shares of Common Stock upon attempted conversion of
this Note, to the extent, after giving effect to such issuance, the
Holder (together with the Holder's Affiliates and associates),
would (i) beneficially own in excess of 19.99% of the number of
shares of Common Stock outstanding immediately after giving effect
to such issuance or (ii) control in excess of 19.99% of the total
voting power of GFN's securities outstanding immediately after
giving effect to such issuance that are entitled to vote on a
matter being voted on by holders of the Common Stock.

 

(b) Forced Conversion. Subject to
Sections 4(a),
hereof, if, after the date of this Note and prior to repayment in
full of the Principal Amount and interest thereon, a Conversion
Threshold Event occurs, then Maker may, within the 10 days
occurring immediately after such Conversion Threshold Event (but
not thereafter) cause the Holder to convert some or all of the
remaining Principal Amount into Common Stock in accordance with
this Section 4
(such a conversion, a “Forced Conversion”) by
giving written notice of such forced conversion to Holder within
such 10 day period (such notice, a “Forced Conversion
Notice”). The date of the Forced Conversion Notice, if
given within the foregoing 10-day period, shall be deemed to be a
Notice of Conversion under this Section 4. The date of the
conversion of the Principal Amount of this Note pursuant to a
Forced Conversion shall occur no later than the day that is 10 days
after delivery of the Forced Conversion Notice to Holder in
accordance with the foregoing unless otherwise approved by the
Holder in writing. In the event of a partial Forced Conversion, the
minimum Principal Amount that may be required to be converted
pursuant to such Forced Conversion shall be no less than
US$5,000,000.

 

(c) Fractional Shares. No
fractional shares of Common Stock shall be issued upon any
conversion of the Note. In lieu of any fractional shares to which
the Holder would otherwise be entitled, the Maker shall pay cash
equal to such fraction multiplied by the fair market value of a
share of Common Stock. Whether or not fractional shares would be
issuable upon such conversion shall be determined on the basis of
the outstanding principal amount of the Note at the time of
conversion into Common Stock and the aggregate number of shares of
Common Stock issuable upon such conversion.

 

(d) Mechanics of
Conversion.

 

(1) The Holder shall
exercise the Conversion Right by delivering a written notice of
conversion to the Maker (the “Notice of Conversion”),
which notice shall specify the Principal Amount to be converted and
the Conversion Effective Date, and may specify that the
effectiveness of the exercise of the Conversion Right is contingent
upon the consummation of a transaction or occurrence meeting
conditions specified by the Holder (such as timing and
consideration payable to holders of Common Stock), in which case
the Conversion Effective Date shall be deemed to be the date of the
consummation of such event.

 

(2) Within two (2)
Business Days after the Conversion Effective Date, GFN shall cause
to be issued in the name of and delivered to the Holder (or its
designee) a certificate or certificates for the number of Shares to
which the Holder is entitled upon exercise of the Conversion Right.
In addition, in the event the Holder converts all of the then
outstanding Principal Amount of the Note, then the Maker shall,
within five (5) Business Days after the Conversion Effective Date,
pay to the Holder in immediately available funds all accrued and
unpaid interest on the Principal Amount to be converted, in
immediately available funds and the Holder shall deliver to GFN the
original Note, marked cancelled.

 

(3) Reservation of Shares. GFN
shall at all times when the Note shall be  outstanding,
reserve and keep available out of its authorized but unissued
capital stock, for the purpose of effecting the Conversion Right,
such number of its duly authorized shares of Common Stock as shall
from time to time be sufficient to effect the conversion of the
then outstanding Principal Amount of the Note; and if at any time
the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the Conversion Right of the then
outstanding Principal Amount of the Note, GFN shall take such
corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including, without limitation,
engaging in reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to the Certificate of
Incorporation of GFN. Before taking any action which would cause an
adjustment reducing the Conversion Price below the then par value
of the shares of Common Stock issuable upon conversion of the Note,
GFN will take any corporate action which may, in the opinion of its
counsel, be necessary in order that GFN may validly and legally
issue fully paid and non-assessable shares of Common Stock at such
adjusted Conversion Price.

 

(e) Adjustment for Stock Splits and
Combinations. If GFN shall at any time or from time to time
after the Original Issue Date effect a subdivision of the
outstanding Common Stock, the Conversion Price in effect
immediately before that subdivision shall be proportionately
decreased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be increased in
proportion to such increase in the aggregate number of shares of
Common Stock outstanding. If GFN shall at any time or from time to
time after the Original Issue Date combine the outstanding shares
of Common Stock, the Conversion Price in effect immediately before
the combination shall be proportionately increased so that the
number of shares of Common Stock issuable on conversion of each
share of such series shall be decreased in proportion to such
decrease in the aggregate number of shares of Common Stock
outstanding. Any adjustment under this subsection shall become
effective at the close of business on the date the subdivision or
combination becomes effective.

 

(f) Adjustment for Certain Dividends and
Distributions. In the event GFN at any time or from time to
time after the Original Issue Date shall make or issue, or fix a
record date for the determination of holders of Common Stock or
Preferred Stock entitled to receive, a dividend or other
distribution payable on the Common Stock in additional shares of
Common Stock, then and in each such event the Conversion Price in
effect immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall
have been fixed, as of the close of business on such record date,
by multiplying the Conversion Price then in effect by a
fraction:

 

(1) the numerator of
which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or
the close of business on such record date, and

 

(2) the denominator of
which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or
the close of business on such record date plus the number of shares
of Common Stock issuable in payment of such dividend or
distribution.

 


Notwithstanding
the foregoing (i) if such record date shall have been fixed
and such dividend is not fully paid or if such distribution is not
fully made on the date fixed therefor, the Conversion Price shall
be recomputed accordingly as of the close of business on such
record date and thereafter the Conversion Price shall be adjusted
pursuant to this subsection as of the time of actual payment of
such dividends or distributions; and (ii) no such adjustment shall
be made if the Holder simultaneously receives a dividend or other
distribution of shares of Common Stock in a number equal to the
number of shares of Common Stock as they would have received if the
entire Principal Amount of the Note had been converted into Common
Stock on the date of such event.

 

(g) Adjustment for Merger or
Reorganization, etc. If there shall occur any
reorganization, recapitalization, reclassification, consolidation
or merger involving GFN in which the Common Stock is converted into
or exchanged for securities, cash or other property (other than a
transaction covered by Subsection 4(f)), then, following any such
reorganization, recapitalization, reclassification, consolidation
or merger, the Note shall thereafter be convertible in lieu of the
Common Stock into which it was convertible prior to such event into
the kind and amount of securities, cash or other property which a
holder of the number of shares of Common Stock of GFN issuable upon
conversion of the Note immediately prior to such reorganization,
recapitalization, reclassification, consolidation or merger would
have been entitled to receive pursuant to such transaction; and, in
such case, appropriate adjustment (as reasonably determined in good
faith by the Board of Directors) shall be made in the application
of the provisions in this Subsection 4(g) with respect to
the rights and interests thereafter of the Holder, to the end that
the provisions set forth in this Subsection 4(g) (including
provisions with respect to changes in and other adjustments of the
Conversion Price) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or other property
thereafter deliverable upon the conversion of the
Note.

 

(h) Certificate as to Adjustments.
Upon the occurrence of each adjustment or readjustment of the
Conversion Price pursuant to this Section 4, GFN at its expense
shall, as promptly as reasonably practicable but in any event not
later than twenty (20) days thereafter, compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the
Holder a certificate setting forth such adjustment or readjustment
(including the kind and amount of securities, cash or
other property into which the Note is convertible) and showing
in detail the facts upon which such adjustment or readjustment
is based. GFN shall, as promptly as reasonably practicable after
the written request at any time of the Holder (but in any event not
later than twenty (20) days thereafter), furnish or cause to be
furnished to the Holder a certificate setting forth
(i) the Conversion Price then in effect, and (ii) the
number of shares of Common Stock and the amount, if any, of other
securities, cash or property which then would be received upon the
conversion of the Note.

 

(i) Notice of Record Date. In the
event:

 

(1) GFN shall take a
record of the holders of its Common Stock (or other capital stock
or securities at the time issuable upon conversion of the Note) for
the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or
purchase any shares of capital stock of any class or any other
securities, or to receive any other security; or

 

(2) of any capital
reorganization of GFN, any reclassification of the Common Stock of
GFN, or any Fundamental Transaction; or

 

(3) of the voluntary or
involuntary dissolution, liquidation or winding-up of
GFN,

 


then,
and in each such case, GFN will send or cause to be sent to the
Holder a notice specifying, as the case may be, (i) the record
date for such dividend, distribution or right, and the amount and
character of such dividend, distribution or right, or (ii) the
effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or
winding-up is proposed to take place, and the time, if any is to be
fixed, as of which the holders of record of Common Stock (or such
other capital stock or securities at the time issuable upon the
conversion of the Note) shall be entitled to exchange their shares
of Common Stock (or such other capital stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up, and the amount per share and character
of such exchange applicable to the Note and the Common Stock. Such
notice shall be sent at least ten (10) days prior to the record
date or effective date for the event specified in such
notice.


 

(j) Purchase Price Adjustment.
Except as provided in Section 4(k) below, if the
Holder receives aggregate proceeds in excess of US$48,900,000 from
the sale of Shares received pursuant to the exercise of the
Conversion Rights hereunder (such Shares received hereunder and
then sold by the Holder, the “Publicly Sold Shares”)
then an aggregate amount equal to 50% of the interest accrued
and actually paid to Holder on the Principal Amount that was
converted into such Publicly Sold Shares (the “Price Increase”) shall be
repaid by the Holder by either (i) paying such Price Increase to a
Maker in the form of cash, or (ii) returning to GFN (i.e.
transferring to GFN) shares of Common Stock with a value equal to
the Price Increase, or (iii) any combination of (i) or (ii) above
that in the aggregate equals the Price Increase. The value of the
Common Stock for purposes of the Shares returned to GFN by the
Holder in the preceding sentence shall be deemed to be the average
price per Share realized by the Holder in the sale of the Publicly
Sold Shares. Any payment made by Holder to GFN pursuant to this
Section 4(j) shall be treated by the parties for all relevant tax
purposes as an adjustment to the purchase price of all Shares
issued to Holder by GFN upon exercise of a Conversion
Right.

 

(k) Holder Election to Increase Conversion
Rate. In lieu of paying the Price Increase as provided in
Section 4(j) above,
if at the time of the exercise of the Conversion Right the Common
Stock has, at times during the 15 consecutive Trading Days prior to
such exercise, traded above the Interest Repayment Threshold, then
the Holder may, in writing at the time of the exercise of the
Conversion Right, elect to cause the number of Shares issued to
Holder upon the exercise of such Conversion Right to be decreased
by a number of Shares equal to the Excess Return Offset Amount (the
Shares received in connection with Holder’s election in the
immediately preceding sentence, the “Reduced Shares”). Such
election by the Holder to decrease the number of Shares received as
provided in the immediately preceding sentence shall eliminate any
obligation of the Holder to repay any interest paid on any of the
Reduced Shares under Section 4(j). For purposes of
illustration only, if (i) the Principal Amount to be converted
pursuant to the exercise of a Conversion Right is US$100,000, (ii)
the Conversion Price is US$10.00/Share, (iii) the average closing
price of a share of Common Stock on the 15 consecutive Trading Days
preceding the date on which the Conversion Right is exercised is
US$16.00/Share, (iv) the interest actually paid under this Note
with respect to such Principal Amount prior to the exercise of such
Conversion Right is US$20,000, and (v) at the time the Holder
exercises its Conversion Right the Interest Repayment Threshold
with respect to such exercise of the Conversion Right has been
satisfied as provided in the first sentence hereof, then the number
of Shares into which the US$100,000 Principal Amount is converted
upon exercise of the Conversion Right shall be decreased from
10,000 Shares to 9,375 Shares, and all of such 9,375 Shares shall
be deemed “Reduced Shares” hereunder.

 

(l) Pre-Emptive
Rights.

 

(1) Subject to the
terms and conditions of this Subsection 4(l), if GFN
proposes to offer or sell any New Securities, GFN shall first offer
such New Securities to the Holder. Holder shall be entitled to
apportion the rights hereby granted to it in such proportions as it
deems appropriate among (i) itself, (ii) its Affiliates and (iii)
its beneficial interest holders, such as limited partners, members
or any other Person having “beneficial ownership,” as
such term is defined in Rule 13d-3 promulgated under the Exchange
Act, of Holder.

 

(2) GFN shall give
notice (the “Offer
Notice”) to the Holder stating (i) its bona fide
intention to offer such New Securities, (ii) the number of such New
Securities to be offered, and (iii) the price and terms (including
the contemplated date of the issuance of New Securities) upon which
it proposes to offer such New Securities.

 

(3) By notification to
GFN within twenty (20) days after the Offer Notice is given, the
Holder may elect to purchase or otherwise acquire, at the price and
on the terms specified in the Offer Notice, up to that portion of
such New Securities which equals the proportion that the Common
Stock then held by the Holder (including but not limited to all
shares of Common Stock then issuable (directly or indirectly) upon
conversion and/or exercise, as applicable, of this Note) bears to
the total Common Stock of the Company then outstanding. The closing of any sale pursuant
to this Subsection
4(l) shall occur within the later of sixty (60) days of the
date that the Offer Notice is given and the date of initial sale of
New Securities pursuant to the Offer Notice.

 

(4) If all New
Securities referred to in the Offer Notice are not elected to be
purchased or acquired as provided in Subsection 4(l), GFN may,
during the sixty (60) day period following the expiration of the
periods provided in Subsection 4(l), offer and sell
the remaining unsubscribed portion of such New Securities to any
Person or Persons at a price not less than, and upon terms no more
favorable to the offeree than, those specified in the Offer Notice.
If GFN does not enter into an agreement for the sale of the New
Securities within such period, or if such agreement is not
consummated within thirty (30) days of the execution thereof, the
right provided hereunder shall be deemed to be revived and such New
Securities shall not be offered unless first reoffered to Holder n
in accordance with this Subsection 4(l).

 

(m) Definitions. The following
defined terms shall have the following meanings under this
Exhibit
A:

 


“Common
Stock” shall mean the common stock, par value
US$0.0001 per share, of GFN.


 


“Conversion
Effective Date” means the date any conversion pursuant
to this Note is effected.


 


“Convertible
Securities” shall mean any evidences of indebtedness,
shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock, but excluding
Options.


 


“Conversion
Price” is initially equal to US$8.50. The Conversion
Price is subject to adjustment as provided pursuant to the terms of
this Note.


 


 “Conversion
Threshold Event” means that the following has occurred
(a) for each of the 30 consecutive Trading Days after the Original
Issue Date (the “Measuring Period”) the
Shares shall have been publicly traded on Nasdaq but shall have not
been publicly traded thereon at a per Share price that is less than
150% of the Conversion Price in effect each such day of such 30
consecutive Trading Day period, and (b) for the last 20 consecutive
Trading Days of the same Measuring Period the aggregate dollar
value of Shares traded on Nasdaq (including all purchases and
sales) on each such day of such period exceeds
US$600,000.


 


“Fundamental
Transaction” shall mean each of the following events,
unless the Holder elects otherwise by written notice sent to GFN at
least five (5) days prior to the effective date of any such event
(or in the case of a Change in Control, within thirty (30) days
after public announcement of the facts giving rise to the Change in
Control, which thirty (30) day period may be waived by the Holder):
(i) a merger or consolidation in which (A) GFN is a constituent
party or (B) a Subsidiary of GFN is a constituent party and GFN
issues shares of its capital stock pursuant to such merger or
consolidation, except any such merger or consolidation involving
GFN or a Subsidiary in which the shares of capital stock of GFN
outstanding immediately prior to such merger or consolidation
continue to represent, or are converted into or exchanged for
shares of capital stock that represent, immediately following such
merger or consolidation, at least a majority, by voting power, of
the capital stock of (1) the surviving or resulting corporation or
(2) if the surviving or resulting corporation is a wholly owned
Subsidiary of another corporation immediately following such merger
or consolidation, the parent corporation of such surviving or
resulting corporation; (ii) the sale, lease, transfer, exclusive
license or other disposition, in a single transaction or series of
related transactions, by GFN or any Subsidiary of GFN of all or
substantially all the assets of GFN and its Subsidiaries taken as a
whole, or the sale or disposition (whether by merger or otherwise)
of one or more Subsidiaries of GFN if substantially all of the
assets of GFN and its Subsidiaries taken as a whole are held by
such Subsidiary or Subsidiaries, except where such sale, lease,
transfer, exclusive license or other disposition is to a wholly
owned Subsidiary of GFN; or (iii) a Change in Control.


 


“GFN”
means General Finance Corporation, a Delaware
corporation.


 


“Excess
Return Offset Amount” shall mean, with respect to any
portion of the Principal Amount as to which a Conversion Right has
been exercised, a number of Shares equal to quotient of (i) an
amount equal to 50% of the interest actually paid to Holder under
this Note with respect to such Principal Amount, divided by (ii)
the average closing price of a share of Common Stock on the 15
consecutive Trading Days preceding the date on which the Conversion
Right is exercised.


 


“Interest
Repayment Threshold” means US$16.00 per share of
Common Stock.


 


“New
Securities” means, collectively, equity securities of
GFN, whether or not currently authorized, as well as rights,
options, or warrants to purchase such equity securities, or
securities of any type whatsoever that are, or may become,
convertible or exchangeable into or exercisable for such equity
securities; provided,
however, that the issuance to any officer, director, or
employee of GFN of any option, share appreciation rights,
restricted share units, unrestricted shares, deferred share units
and performance and cash settled awards pursuant to the GFN Amended
and Restated 2014 Stock Incentive Plan or any successor or
replacement omnibus stock incentive plan approved by the GFN Board
of Directors in good faith shall not constitute “New
Securities.”


 


“Option”
shall mean rights, options or warrants to subscribe for, purchase
or otherwise acquire Common Stock or Convertible
Securities.


 


“Original
Issue Date” shall mean the date on which the Note was
initially issued.


 


“Shares”
means the shares of Common Stock underlying this Note.


 


“Trading
Day” shall mean any day on which the Common Stock is
traded on the NASDAQ Stock Market, or, if The NASDAQ Stock Market
is not the principal trading market for the Common Stock, then on
the principal securities exchange or securities market on which the
Common Stock is then traded; provided that “Trading
Day” shall not include any day on which the Common Stock is
scheduled to trade on such exchange or market for less than 3.5
hours or any day that the Common Stock is suspended from trading
during the final hour of trading on such exchange or market (or if
such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York Time).


 


 

 


 




	

SMRH:483340250.8

	
 

	


Signature Page - US$26,000,000 Note


	
 

	
 

	
 







 








 







Exhibit B

 




 








 







SECURED SENIOR PROMISSORY NOTE

 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT
THAT SUCH ACT APPLIES TO A TRANSFER OR DISPOSAL, NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.

 



GFN ASIA PACIFIC HOLDINGS PTY LTD.

 



GFN ASIA PACIFIC FINANCE PTY LTD.

 


11.9%
SECURED SENIOR PROMISSORY NOTE

 


 

 


US$54,000,000  Los
Angeles, California

 


[________], 2017

 


FOR
VALUE RECEIVED, GFN ASIA PACIFIC HOLDINGS PTY LTD. (ACN 620127791), an Australian
corporation ("Holdings”),
and GFN ASIA PACIFIC FINANCE PTY LTD. (ACN 620128001), an Australian
corporation ("Finance”),
hereby jointly and severally promise to pay to the order of BISON
CAPITAL PARTNERS V, L.P., a Delaware limited partnership
("Bison
Capital"), or its registered assigns (along with Bison
Capital, each a "Holder"), on the
Maturity Date (as hereinafter defined), the principal sum of
US$54,000,000, or in the
case of a prepayment, such portion thereof being prepaid, with
interest thereon from time to time as provided herein. Holdings and
Finance are collectively referred to as the “Makers”
and each individually as a “Maker”.
Holdings is from time to time referred to as the “Designated
Maker”.

 


This
Note is the Senior Note referred to in the Securities Purchase
Agreement (the "Purchase Agreement")
dated as of [________],
2017, by and among Bison Capital and General Finance Corporation, a
Delaware corporation ("GFN"), GFN U.S.
Australasia Holdings, Inc., a Delaware corporation ("GFN US"), Makers and
the other parties from time to time party thereto and is subject to
the provisions of the Purchase Agreement, and is subject to
acceleration and to optional and mandatory prepayment in whole or
in part as provided herein. The Holder is entitled to the benefits
of this Note and the Purchase Agreement, as it relates to this
Note, and may enforce the agreements of the Makers contained herein
and therein and exercise the remedies provided for hereby and
thereby or otherwise available in respect hereto and thereto.
Capitalized terms used herein without definition are used herein
with the meanings ascribed to such terms in the Purchase Agreement.
This Note is secured and guaranteed as provided in the Related
Agreements.

 

1. Interest.

 

(a) Subject to
Section 1(b)
hereof, the Makers promise to pay interest on the principal amount
of this Note from time to time outstanding (the “Principal
Amount”) at
the per annum rate of 11.9% (the "Scheduled Interest
Rate"); provided, that the Scheduled Interest
Rate shall increase to and therefore be deemed to be the per annum
rate of 14.4% upon and during the continuance of a 100% Acquisition
State Failure. All accrued interest payable pursuant to this
Section 1(a) shall
be due and payable in arrears on the first date of each quarter or,
if any such date shall not be a Business Day, on the next
succeeding Business Day to occur after such date (the "Interest Payment
Date"), beginning on [______], 2017, and shall be paid in
immediately available funds to an account designated by the Holder.
All interest payable pursuant to this Section 1(a) shall be
calculated and accrue and be paid in Australian Dollars. To the
extent Makers pay any installment of interest under this Note in
Australian Dollars, Makers shall pay concurrently therewith an
amount sufficient to pay all withholding, currency conversion and
other similar costs, fees and expenses such that Holder may convert
the full amount of the installment of interest to United States
Dollars.

 

(b) If at any time (i)
Makers fail to make any payment of principal as and when due
(whether at stated maturity, upon acceleration or required
prepayment or otherwise), (ii) Makers fail to make any payment of
interest, premium, if any, fees, costs, expenses, taxes or other
amounts due hereunder within one Business Day after the date when
due, or (iii) any other Event of Default has occurred and is
continuing, then, in addition to the rights and remedies available
to the Holder under the Purchase Agreement, this Note, the other
Related Agreements and Applicable Laws, (x) Makers shall pay
interest in cash on the unpaid principal balance of, premium, if
any, and accrued and unpaid interest on this Note at a rate per
annum (the "Default Rate") equal
to the sum of the Scheduled Interest Rate plus 2.0% from the date
specified in Section 12.1 of the
Purchase Agreement until such time as such Event of Default is
cured or waived and, additionally, (y) the Holder may demand
immediate repayment of the Principal Amount and any accrued but
unpaid interest.

 

(c) All interest
payable at the Scheduled Interest Rate shall be due and payable in
arrears on each Interest Payment Date, and, until the first
Interest Payment Date following the second anniversary of the
Closing Date, may be paid in kind by automatically increasing the
principal amount outstanding under this Note by an amount equal to
the interest payable in kind on each Interest Payment Date;
provided,
however, that if an
Event of Default has occurred, the Holder may elect to have the
interest accruing at the Scheduled Interest Rate to be paid in
immediately available funds to an account designated by the
Holder.

 

(d) Interest payable
under this Note shall accrue from and including the date of
issuance through and until repayment of the principal and payment
of all accrued interest and premium, if any, in full. All interest
payable under this Note shall accrue on a quarterly basis and be
computed on the basis of a 360-day year of twelve 30-day
months.

 

2. Maturity Date. The outstanding
principal balance of this Note, together with all premiums, if any,
accrued and unpaid interest on, and all other amounts owing under
this Note, shall be due and payable on [____________, 2022] (the "Maturity
Date").

 

3. Optional
Prepayments.

 

(a) Makers may not
prepay the unpaid principal balance of this Note prior to the first
anniversary of the Closing Date. Thereafter, subject to
Section 3(b), this
Note may be voluntarily prepaid, at the sole option of Makers, in
whole or in part, as follows: (i) at 102.0% of the Principal
Amount being prepaid at any time on or after the first anniversary
of the Closing Date and prior to the second anniversary of the
Closing Date; (ii) at 101.0% of the Principal Amount being prepaid
at any time on or after the second anniversary of the Closing Date
and prior to the third anniversary of the Closing Date; and (iii)
at 100.0% of the Principal Amount being prepaid at any time on or
after the fourth anniversary of the Closing Date. The optional
prepayment amount as provided in each of Sections 3(a)(i)-(iii) shall be
referred to as an "Optional Prepayment
Amount." Any prepayment of this Note under this Section 3 shall also include
all accrued and unpaid interest on the outstanding principal
balance of this Note through and including the date of
prepayment.

 

(b) Makers shall give
the Holder written notice of each voluntary prepayment not less
than 15 nor more than 30 days prior to the date of prepayment. Such
notice shall specify the Principal Amount of this Note to be
prepaid on such date. Notice of prepayment having been given as
aforesaid, a payment in an amount equal to the Principal Amount of
this Note specified in such prepayment notice shall become due and
payable on such prepayment date, together with all accrued and
unpaid interest on the outstanding principal balance of this Note
through and including the date of prepayment. All prepayments of
principal shall be in minimum increments of US$250,000 or the
entire unpaid Principal Amount, if less than
US$250,000.

 

4. [intentionally
omitted]   

 

5. Change in Control Prepayment.
The Holder may require the Makers to prepay the outstanding
principal balance of this Note, in whole or in part, and shall be
entitled to all premiums that Holder would otherwise be entitled to
under this Note (including any Repayment Premium and/or Optional
Prepayment Amount) as a result of an acceleration of the amounts
owing under this Note, as requested by the Holder, at any time
during the 90-day period following the consummation of any
transaction which constitutes a Change in Control (as such term is
defined below), at the prepayment amount set forth below. For the
purposes of this Note, a "Change in Control" shall
mean:

 

(a) any transaction or
other event (including, without limitation, any merger,
consolidation, sale or other transfer of stock or voting rights
with respect thereto, issuance of stock, death or other transaction
or event) by virtue of which GFN fails to own, directly, all of the
outstanding Capital Stock of GFN (US) and indirectly, all of
the outstanding Capital Stock of each Subsidiary of GFN (US);
provided, however, that the
sale, transfer or other disposition by any Subsidiary of Royal Wolf
Holdings (the “Dissolving
Entity”) of substantially all of its assets to another
Subsidiary of Royal Wolf Holdings followed by the dissolution of
the Dissolving Entity shall not constitute a Change of
Control;

 

(b) the Capital Stock
of GFN (US), Holdings, Finance or Royal Wolf Holdings becomes
subject to a Lien (other than a Lien in favor of
Holder);

 

(c) any sale, lease,
transfer, assignment or other disposition of all or substantially
all of the assets of GFN (US) and its Subsidiaries;
provided, however, that the
sale, transfer or other disposition by the Dissolving Entity of
substantially all of its assets to another Subsidiary of Royal Wolf
Holdings shall not constitute a Change of Control;

 

(d) any
“person” or “group” (as such terms are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such
plan) becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such
person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time (such
right, an “option right”)), directly or indirectly, of
more than 50% of the equity securities of GFN entitled to vote for
members of the board of directors or equivalent governing body of
GFN on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire
pursuant to any option right);

 

(e) during any period
of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of GFN ceases to be
composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body;
or

 

(f) the passage of
thirty days from the date upon which any Person or two or more
Persons acting in concert shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement
that, upon consummation thereof, will result in its or their
acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of GFN, or
control over the equity securities of GFN entitled to vote for
members of the board of directors or equivalent governing body of
GFN on a fully-diluted basis (and taking into account all such
securities that such Person or group has the right to acquire
pursuant to any option right) representing more than 50% of the
combined voting power of such securities.

 


The
prepayment amount under this Section 5 shall be equal
to the Principal Amount being prepaid, plus accrued and unpaid
interest thereon through and including the date of prepayment.
Makers shall notify the Holder of the date on which a Change in
Control has occurred within three Business Days after such date and
shall, in such notification, inform the Holder of the Holder's
right to require Makers to prepay this Note as provided in this
Section 5 and of
the date on which such right shall terminate. If the Holder elects
to require Makers to prepay this Note pursuant to this Section 5, it shall furnish
written notice to Makers advising Maker of such election and the
amount of principal of this Note to be prepaid. Maker shall prepay
this Note in accordance with this Section 5 and such written
notice within 3 Business Days after its receipt of such written
notice.

 

6. Closing Fee. Upon the Closing,
the Maker shall pay to Bison Capital the sum of USD$800,000 (the
"Closing
Fee") as provided in the Purchase Agreement. Payment of the
Closing Fee shall not reduce any amounts owed as principal or
interest hereunder.

 

7. Security. The obligations of
the Makers to the Holder under this Note, the Purchase Agreement
and the other Related Agreements shall be secured by a perfected
first priority Lien granted to the Holder pursuant to each Pledge
Agreement and Additional Pledge Agreement to which each Maker is a
party.

 

8. Manner of Payment. Payments of
principal and other amounts due under this Note (except for
interest) shall be made no later than 2:00 p.m. (Eastern Time) on
the date when due and in United States Dollars (by wire transfer in
funds immediately available at the place of payment) to such
account as the Holder may designate in writing to either Maker.
Payments of interest in Australian Dollars under this Note shall be
made no later than 2:00 p.m. (Eastern Time) on the date when due
(by wire transfer in funds immediately available at the place of
payment) to such account as the Holder may designate in writing to
either Maker. Any payments due hereunder which are due on a day
which is not a Business Day shall be payable on the first
succeeding Business Day and such extension of time shall be
included in the computation.

 

9. Maximum Lawful Rate of
Interest. The rate of interest payable under this Note shall
in no event exceed the maximum rate permissible under applicable
law. If the rate of interest payable on this Note is ever reduced
as a result of this Section 9 and at any time
thereafter the maximum rate permitted under applicable law exceeds
the rate of interest provided for in this Note, then the rate
provided for in this Note shall be increased to the maximum rate
provided for under applicable law for such period as is required so
that the total amount of interest received by the Holder is that
which would have been received by the Holder but for the operation
of the first sentence of this Section 9.

 

10. Makers’ Waivers. Except
as otherwise provided herein, each Maker hereby waives presentment
for payment, demand, protest, notice of protest and notice of
dishonor hereof, and all other notices of any kind to which it may
be entitled under applicable law or otherwise.

 

11. Transfer.

 

(a) The term
"Holder"
as used herein shall also include any transferee of this Note whose
name has been recorded by Designated Maker in the Register (as
hereinafter defined). Each transferee of this Note acknowledges
that this Note has not been registered under the Securities Act,
and may be transferred only pursuant to an effective registration
statement under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities
Act.

 

(b) Designated Maker
shall maintain at its principal executive office a register for the
registration of transfers of this Note (the "Register"). The name
and address of the Holder, each transfer thereof and the name and
address of each transferee shall be registered in the Register.
Prior to due presentment for registration of transfer, absent
demonstrable error, the Person in whose name the Note is registered
shall be deemed and treated as the owner and holder thereof for all
purposes hereof. Any transfer of this Note shall be effective only
upon appropriate entries with respect thereto being made in the
Register.

 

12. Persons Deemed Owners;
Participations.

 

(a) Prior to due
presentment for registration of any assignment, Makers may treat
the Person in whose name any Note is registered pursuant to the
Register as the owner and Holder of such Note for all purposes
whatsoever, and Makers shall not be affected by notice to the
contrary. Subject to the preceding sentence, the Holder may grant
to any other Person participations from time to time in all or any
part of this Note on such terms and conditions as may be determined
by the Holder in its sole and absolute discretion, subject to
applicable federal and state securities laws; provided, however,
that unless the Holder has assigned or transferred all or any
portion of this Note in accordance with Section 13 hereof by
surrendering this Note at Designated Maker’s principal
executive office for registration of any such assignment or
transfer, Makers shall continue to treat the Person in whose name
the Note is registered as the owner of purposes, including
payments. Notwithstanding anything to the contrary contained herein
or otherwise, nothing in the Purchase Agreement, this Note or any
other Related Agreement or otherwise shall confer upon the
participant any rights in the Purchase Agreement or any Related
Agreement, and the Holder shall retain all rights with respect to
the administration, waiver, amendment, collection and enforcement
of, compliance with and consent to the terms and provisions of the
Purchase Agreement, this Note or any other Related
Agreement.

 

(b) In addition, the
Holder may, without the consent of the participant, give or
withhold its consent or agreement to any amendments to or
modifications of the Purchase Agreement, this Note or any other
Related Agreement, waive any of the provisions hereof or thereof or
exercise or refrain from exercising any other rights or remedies
which the Holder may have under the Purchase Agreement, this Note
or any other Related Agreement or otherwise.

 

13. Assignment and Transfer.
Subject to compliance with Applicable Law and except as otherwise
provided in the Purchase Agreement, the Holder may, at any time and
from time to time and without the consent of Makers, assign or
transfer to one or more Persons all or any portion of this Note or
any portion thereof (but not less than US$500,000 in Principal
Amount in any single assignment (unless such lesser amount
represents the entire outstanding principal balance hereof)) or any
rights hereunder. Upon surrender of this Note at Designated Maker's
principal executive office for registration of any such assignment
or transfer, accompanied by a duly executed instrument of transfer,
Makers shall, at their expense and within 3 Business Days of such
surrender, execute and deliver one or more new notes of like tenor
in the requested principal denominations and in the name of the
assignee or assignees and bearing the legend set forth on the face
of this Note, and this Note shall promptly be canceled. If the
entire outstanding principal balance of this Note is not being
assigned, Makers shall issue to the Holder hereof, within 3
Business Days of the date of surrender hereof, a new note which
evidences the portion of such outstanding principal balance not
being assigned. If this Note is divided into one or more notes and
is held at any time by more than one Holder, any payments of
principal of, premium, if any, and interest or other amounts on
this Note which are not sufficient to pay all interest or other
amounts due thereunder, shall be made pro rata with respect to all
such notes in accordance with the outstanding Principal Amounts
thereof, respectively. At any time that the original Note issued on
the Closing Date is divided into two or more smaller Notes, all
consents, approvals, waivers, demands and decisions that the Holder
is entitled to make under this Note shall be made only by the
Holders of a majority of the Principal Amounts of the Notes
outstanding.

 

14. Loss, Theft, Destruction or
Mutilation. Upon receipt of evidence reasonably satisfactory
to the Designated Maker of the loss, theft, destruction or
mutilation of this Note and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity agreement or other
indemnity reasonably satisfactory to the Designated Maker or, in
the case of any such mutilation, upon surrender and cancellation of
such mutilated Note, the Makers shall make and deliver within
3 Business Days a new note, of like tenor, in lieu of the
lost, stolen, destroyed or mutilated Note.

 

15. Costs of Collection. The Makers
agrees to pay all costs and expenses, including the reasonable fees
and expenses of any attorneys, accountants and other experts
retained by the Holder, which are expended or incurred by the
Holder following an Event of Default in connection with (a) the
enforcement of this Note or the collection of any sums due
hereunder, whether or not suit is commenced; (b) any actions for
declaratory relief in any way related to this Note; (c) the
protection or preservation of any rights of the Holder under this
Note; (d) any actions taken by the Holder in negotiating any
amendment, waiver, consent or release of or under this Note; (e)
any actions taken in reviewing any Maker's or any of their
respective Subsidiaries' financial affairs if an Event of Default
has occurred, including, without limitation, the following actions:
(i) inspect the facilities of any Maker and any of their respective
Subsidiaries or conduct appraisals of the financial condition of
any Maker and any of their respective Subsidiaries; (ii) have an
accounting firm chosen by the Holder review the books and records
of any Maker and any of their respective Subsidiaries and perform a
thorough and complete examination thereof; (iii) interview the
Makers’ and each of their respective Subsidiaries' employees,
accountants, customers and any other individuals related to the
Makers or their respective Subsidiaries which the Holder believes
may have relevant information concerning the financial condition of
the Makers and any of their respective Subsidiaries; and (iv)
undertake any other action which the Holder believes is necessary
to assess accurately the financial condition and prospects of the
Makers and any of their respective Subsidiaries; (f) the Holder's
participation in any refinancing, restructuring, bankruptcy or
insolvency proceeding involving any Maker, any of their respective
Subsidiaries or any other Affiliate of any Maker; (g) any
effort by the Holder to protect, assemble, complete, collect, sell,
liquidate or otherwise dispose of any collateral, including in
connection with any case under Bankruptcy Law; or (h) any
refinancing or restructuring of this Note at the request or
instigation of any Maker, including, without limitation, any
restructuring in the nature of a "work out" or in any insolvency or
bankruptcy proceeding of any Maker.

 

16. Extension of Time. The Holder,
at its option, may extend the time for payment of this Note,
postpone the enforcement hereof, or grant any other indulgences
without affecting or diminishing the Holder's right to recourse
against the Makers, which right is expressly reserved.

 

17. Notations. Before disposing of
this Note or any portion thereof, the Holder may make a notation
thereon (or on a schedule attached thereto) of the amount of all
principal payments previously made by Makers with respect
thereto.

 

18. GOVERNING
LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
TO THE EXTENT NECESSARY, THE
PROVISIONS OF ALL OTHER DOCUMENTS REFERRED TO HEREIN (INCLUDING
WITHOUT LIMITATION THE PROVISIONS OF THE PURCHASE AGREEMENT AND
SPECIFICALLY THE REPRESENTATIONS, WARRANTIES, COVENANTS AND EVENTS
OF DEFAULT PROVIDED IN FAVOR OF OR FOR THE BENEFIT OF THE HOLDER)
SHALL BE DEEMED TO BE INCLUDED HEREIN AS IF SET OUT IN FULL HEREIN
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA EVEN IF EXPRESSED IN THE OTHER DOCUMENTS
TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION. THE ENFORCEMENT
BY THE HOLDER OF THE PURCHASE AGREEMENT OR ANY OTHER DOCUMENT UNDER
THE LAWS OF ANOTHER JURISDICTION DOES NOT RESTRAIN OR IN ANY WAY
IMPACT UPON THE ABILITY OF THE HOLDER TO ENFORCE THIS NOTE OR ANY
GUARANTEE, LIEN OR SECURITY INTEREST HELD BY THE HOLDER IN RESPECT
OF THE INDEBTEDNESS CREATED BY THIS NOTE OR OTHERWISE UNDER THE
LAWS OF THE STATE OF CALIFORNIA.

 

19. Consent
to Jurisdiction and Venue; Waiver of Jury
Trial.

 

(a) Each Maker hereby
consents and agrees that all actions, suits or other proceedings
arising under or in connection with this Note or any other Related
Agreement shall be tried and litigated in state or federal courts
located in the County of Los Angeles, State of California,
which courts shall have exclusive jurisdiction to hear and
determine any and all claims, controversies and disputes arising
out of or related to this Note or any other Related Agreement.
Notwithstanding the foregoing, nothing contained in this
Section 19
shall preclude the Holder from bringing any action, suit or other
proceeding in the courts of any other location where the assets of
any member of the Company Group or the Collateral may be found or
located or to enforce any judgment or other court order in favor of
the Holder.

 

(b) Each Maker hereby
(i) irrevocably submits to the jurisdiction of any such court and
consents in advance to such jurisdiction in any action, suit or
other proceeding commenced in any such court, (ii) waives any right
it may have to assert the doctrine of forum non conveniens or any objection
that such Maker may have based upon lack of personal jurisdiction
or improper venue and (iii) consents to the granting of such legal
or equitable relief as is deemed appropriate by such court. Each
Maker hereby waives personal service of the summons, complaint or
other process issued in any such action, suit or other proceeding
and agrees that service of such summons, complaint and other
process may be made by registered or certified mail addressed to
such party at the address set forth in Section 15.6 of the
Purchase Agreement and that service so made shall be deemed
completed upon the earlier of such Maker's actual receipt thereof
or 5 days after deposit in the United States mail, proper
postage prepaid.

 

(c) To the extent
permitted under Applicable Laws of any such jurisdiction, each
Maker hereby waives, in respect of any such action, suit or other
proceeding, the jurisdiction of any other court or courts that now
or hereafter, by reason of such Maker's present or future domicile,
or otherwise, may be available to it.

 

(d) EACH MAKER HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS NOTE OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).

 

20. Arbitration; Incorporation by
Reference. Section
15.13 of the Purchase Agreement is incorporated into this
Note by this reference as if such Section was fully set forth
herein, and shall apply to this Note and the transactions
contemplated hereby.

 

21. Additional Tax Matters; Incorporation
by Reference. Section 9.14(b) of the Purchase
Agreement is incorporated into this Note by this reference as if
such Section was fully set forth herein, and shall apply to this
Note and the transactions contemplated hereby.

 

22. Severability. If any one or
more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable
substantially impair the benefits of the remaining provisions
hereof.

 

23. Headings. The headings in this
Note are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


 



[SIGNATURE PAGE FOLLOWS]




	

SMRH:483112246.8

	
 

	
 


	
 

	
 

	
 







 








 






IN
WITNESS WHEREOF, this Secured Senior Subordinated Promissory Note
is executed as of the date first above written.

 


	
 

	

GFN
ASIA PACIFIC HOLDINGS PTY LTD., an Australian
corporation


	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 







 

 


	
 

	

GFN
ASIA PACIFIC FINANCE PTY LTD., an Australian
corporation


	
 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 







 

 


 

 




	

SMRH:483112246.8

	
 

	


Signature Page – US$54,000,000 Note


	
 

	
 

	
 







 








 







Exhibit D

 




 








 






General
Security Deed




 


 

 


 

 


 


BISON
CAPITAL PARTNERS V, L.P. General Security Deed




 


 

 


 

 


 

 



BISON CAPITAL PARTNERS V, L.P.

 



GFN U.S. AUSTRALASIA HOLDINGS, INC.


 

 

 


 

 


 

 


 

 


 

 


 




 








 





 


Contents

 



1. 

Definitions and
interpretation 1





 



2. 

Security 13





 



3. 

Restrictions on dealing with Secured
Property 14





 



4. 

Representations and
warranties 16





 



5. 

Grantor's undertakings 17





 



6. 

Secured Party's powers 23





 



7. 

Power of Attorney 25





 



8. 

Enforcement 26





 



9. 

Appointment of Receiver 26





 



10. 

Protection of Secured Party and
Appointees 31





 



11. 

Protection of Third
Parties 32





 



12. 

Application of Money 33





 



13. 

Continuing Security and Third Party
Provisions 35





 



14. 

Release 40





 



15. 

Personal Property Securities
Act 40





 



16. 

Anti-money laundering 43





 



17. 

Amendment and assignment 44





 



18. 

General 45





 



19. 

Notices 50





 


Schedule 1 –
Serial numbered property  53

 


Schedule 2 –
Notice Details  54

 


Schedule 3 –
Share Transfer Form  55

 


 




	

29149514.1
AVT AVT

	
 







 








 







General Security Deed

 


Date

 


Parties

 



1. 

Bison Capital
Partners V, L.P. of 233 Wilshire Boulevard, Suite 425, Santa
Monica, California 90401, U.S.A. (Secured Party)





 



2. 

GFN U.S.
Australasia Holdings, Inc. (a Delaware corporation) of c/o General
Finance Corporation, 39 East Union Street, Pasadena, California
91103, U.S.A. (Grantor)





 


Recitals

 




A.

On or about [ ]
July 2017, the Secured Party of the one part, and the Grantor, GFN,
GFN Holdings and GFN Finance, of the other part, entered into the
SPA.





 




B.

On or about the
date of this Deed, the transaction the subject of the SPA
completed, and the Secured Party was issued with the Convertible
Note and the Senior Note, in each case by GFN Holdings and GFN
Finance. The Grantor provided the Guaranty in favour of the Secured
Party in relation to the performance by each of GFN Holdings and
GFN Finance in relation to the Convertible Note and the Senior
Note.





 




C.

The Grantor, GFN,
GFN Holdings and GFN Finance are Related Bodies Corporate and will
each benefit, directly or indirectly, from the Secured Party
performing its obligations under the Convertible Note and the
Senior Note.





 




D.

As at the date of
this Deed, at least 90% of the issued share capital in Royal Wolf
Holdings is held by either GFN Holdings and/or GFN USA Holdings.
Royal Wolf Holdings and its subsidiaries, among others, have
entered into the DB Facility.





 




E.

To better enable
the Secured Party to secure its rights under the Guaranty, the
Convertible Note and the Senior Note, and in consideration of the
benefits to be obtained by the Grantor as a result of the Secured
Party performing its obligations under the Convertible Note and the
Senior Note, the Grantor wishes to enter into this Deed with the
Secured Party.





 


Operative
provisions

 



1.            

Definitions
and interpretation





 



1.1 Definitions

 


Administrator means an administrator as
defined under section 9 of the Corporations Act.

 


AML CTF Laws means any law or regulation
in any applicable jurisdiction which relates to the prevention of
money laundering, terrorism financing and/or the provision of
financial and/or other services to any persons which may be subject
to sanctions, including the Anti-Money Laundering and Counter-Terrorism
Financing Act 2006 (Cth).

 


Attorney means an attorney appointed
under this Deed and any attorney’s substitute or
delegate.

 


Authorised Representative
means:

 



(a) 

for the Secured
Party:





 



(i) 

a company secretary
or director or attorney of the Secured Party or an employee of the
Secured Party whose title includes the word ‘Manager’,
‘Director’, ‘Counsel’, ‘Chief’
or ‘Head’;





 



(ii) 

a person who is
acting temporarily in one of those positions; or





 



(iii) 

a person, or a
person holding a position, nominated as an ‘Authorised
Officer’ or ‘Authorised Representative’ by the
Secured Party to the Grantor; and





 



(b) 

for the Grantor,
any person nominated as an ‘Authorised Officer’ or
‘Authorised Representative’ by the Grantor to the
Secured Party in a notice or certificate and:





 



(i) 

whose identity has
been verified to the satisfaction of the Secured Party in order to
comply with AML CTF Laws; and





 



(ii) 

in respect of whom
the Secured Party has not received notice of revocation of the
appointment.





 


Avoidance has the meaning given to that
term in clause 18.13(a).

 


Business Day means a day (other than a
Saturday or Sunday) on which banks are open for general business in
Sydney and Melbourne.

 


Control Event means:

 




(a)

in respect of any
Secured Property that is, or would have been, a Revolving
Asset:





 



(i) 

the Grantor
breaches, or attempts to breach, clause 3.1(a)(i) in respect of the Secured Property
or takes any step which would result in it doing so;





 



(ii) 

a person takes a
step (including signing a notice or direction) which may result in
a Tax, or an amount owing to a Governmental Agency, ranking ahead
of the Security in the Secured Property under this
document;





 



(iii) 

distress is levied
or a judgment, order or Security is enforced or a creditor takes
any step to levy distress or enforce a judgment, order or Security,
over the Secured Property; or





 



(iv) 

the Secured Party
gives a notice to the Grantor that the Secured Property is not a
Revolving Asset if it reasonably considers that it is necessary to
do so to protect its rights under this document or if an Event of
Default is continuing; or





 



(b) 

in respect of all
Secured Property that is or would have been Revolving Assets, an
Insolvency Event occurs in respect of the Grantor.





 


Controller means a controller as defined
in section 9 of the Corporations Act.

 


Convertible Note means the secured
senior convertible promissory note in the aggregate principal
amount of US$26,000,000 issued by GFN Holdings and GFN Finance to
the Secured Party, and which is subject to the SPA and associated
convertible note deed, and any documents ancillary to
same.

 


Corporations Act means the Corporations Act 2001
(Cth).

 


DB Facility has the same meaning as
given to the expression "Deutsche Bank Credit Documents" in the
SPA.

 


Deed means the document and any
schedules, annexures or attachments to it.

 


Event of Default means any event or
circumstance occurring that would:

 



(a) 

constitute an event
of default or default (however described), a review event (however
described) or a termination event (however described) by any party,
other than the Secured Party (or any of its Related Bodies
Corporate, as the case may be), under any Finance Document;
or





 



(b) 

constitute an event
of default or default (however described), a review event (however
described) or a termination event (however described) under any
document forming part of the DB Facility;





 



(c) 

without limitation,
result in any person or persons who at the date of this Deed hold
the entirety of the issued capital of any of: Grantor, GFN
Holdings, GFN Finance, or Royal Wolf Holdings, or a Subsidiary of
Royal Wolf Holdings, ceasing to own the entirety of the issued
capital of that entity (other than as may be anticipated by the
transaction the subject of the SPA); or





 



(d) 

without limitation,
constitute an Insolvency Event in respect of any of: Grantor, GFN
Holdings, GFN Finance, Royal Wolf Holdings, or a Subsidiary of
Royal Wolf Holdings,





 


or any
event or circumstance which would (with the expiry of a grace
period, the giving of notice, the making of any determination or
any combination of any of the foregoing) result in such an event or
circumstance.

 


Finance Documents means:

 



(c)             

this
Deed;





 



(d) 

the
SPA;





 



(e) 

the Convertible
Note;





 



(f) 

the Senior
Note;





 



(g) 

Guaranty;





 



(h) 

each Security
Document;





 



(i) 

each priority
and/or subordination and/or intercreditor document (however named
or described) that refers to any of the Secured Money and that is
entered into at any time between one or more of GFN, the Grantor,
GFN Holdings, GFN Finance, the Secured Party and one or more other
persons;





 



(j) 

each other document
that includes or contains any obligation, undertaking, indemnity,
representation and/or warranty of or given by or made by any of
GFN, the Grantor, GFN Holdings, GFN Finance with, to, in favour of
and/or for the benefit of the Secured Party;





 



(k) 

each other document
designated or agreed in writing by the Secured Party and the
Grantor as being a ‘Finance Document’ for the purposes
of this definition and/or this document;





 



(l) 

each document that
is entered into under any document included as a ‘Finance
Document’ in any of the above paragraphs; and





 



(m) 

each document that
amends, supplements, replaces or novates any document included as a
‘Finance Document’ in any of the above
paragraphs,





 


and
Finance Document means any
of them as the context may require or permit.

 


GFN means General Finance Corporation (a
Delaware corporation).

 


GFN Finance means GFN Asia Pacific
Finance Pty Ltd. (ACN 620128001).

 


GFN Holdings means GFN Asia Pacific
Holdings Pty Ltd. (ACN 620127791).

 


Governmental Agency means:

 



(n) 

the Crown, any
government or any governmental, semi-governmental or judicial
authority, agency or entity;





 



(o) 

any statutory
corporation or any self-regulatory entity established under
statute;





 



(p) 

any stock or
securities exchange; or





 



(q) 

any other person
(whether autonomous or not) who is charged with the administration
of a law or regulation.





 


Guarantee means a guarantee, indemnity,
letter of credit, legally binding letter of comfort or other
undertaking or obligation of any kind:

 




(s)

to provide funds
(whether by the advance or payment of money, the purchase of or
subscription for shares or other securities, the purchase of assets
or services, or otherwise), or otherwise to make property
available, for the payment or discharge of;





 



(s) 

to indemnify any
person against the consequences of default in the payment or
performance of; or





 



(t) 

to be responsible
for,





 


any
obligation or liability of another person or the assumption of any
responsibility or obligation in respect of the solvency or
financial condition of another person.

 


Guaranty has the same meaning as given
to that expression in the SPA.

 


Insolvency Event means, in respect of a
person, any of the following:

 





(u)

(insolvency)





 

 



(i) 

it becomes
insolvent within the meaning of section 95A of the Corporations
Act, states or admits inability to pay its debts, or suspends
payment to all or a class of its creditors generally;
or





 



(ii) 

it is taken to have
failed to comply with a statutory demand under section 459F(1) of
the Corporations Act and has not otherwise applied to a court
pursuant to section 459G of the Corporations Act; or





 



(iii) 

it is presumed,
deemed or taken to be insolvent under the Corporations Act or
otherwise at law or any circumstance specified in section 461 of
the Corporations Act applies to it;





 



(v) 

(winding up) any step is
taken:





 



(i) 

to pass a
resolution or a resolution is passed;





 



(ii) 

to make an
application or an application is made; or





 



(iii) 

to make an order or
an order is made,





 


for the
winding up or liquidation of that person, or its winding up or
liquidation commences for any other reason;

 



(w) 

(administration) any step is
taken:





 



(i) 

to appoint an
Administrator to that person, or an Administrator is appointed to
that person; or





 



(ii) 

to pass a
resolution to appoint an Administrator to that person, or a
resolution to appoint an Administrator to that person is passed
;





 



(x) 

(Controller) any step is
taken:





 



(i) 

to pass a
resolution to appoint a Controller, or a resolution is passed to
appoint a Controller; or





 



(ii) 

to appoint a
Controller or a Controller is appointed,





 


to that
person or any asset of that person;

 



(y) 

(Security) the holder of a Security or
any agent on its behalf takes possession of any of that
person’s property;





 



(z) 

(restructuring) any step is taken to convene a
meeting or a meeting is convened to consider the entry into by that
person of, or any step is taken toward that person entering into or
that person enters into, any arrangement, composition or compromise
with, or assignment for the benefit of, any of its members,
beneficiaries or creditors, or any scheme of arrangement in
relation to that person or any of its assets, or any voluntary
administration or reorganisation of that person;





 



(aa) 

(cessation of business) any step is taken
by that person to cease or it threatens to cease or ceases to carry
on all or a substantial part of its business;





 



(bb) 

(deregistration) that person is
deregistered or any step is taken to deregister it under the
Corporations Act;





 



(cc) 

(insolvent under administration) that
person becomes, or takes any step toward that person becoming, an
insolvent under administration (as defined in section 9 of the
Corporations Act);





 



(dd) 

(natural person) without limiting any
other paragraph in this definition, if that person is a natural
person, that person:





 



(i) 

dies or becomes, or
is declared to be, mentally or physically incapable of managing his
or her affairs or is imprisoned;





 



(ii) 

takes any step to
become or be declared bankrupt, is or is deemed or presumed by law
or a court to be insolvent or bankrupt; or





 



(iii) 

takes any step to
obtain protection or is granted protection from its creditors under
any applicable legislation, or an Administrator is appointed to him
or her or any of his or her assets; or





 



(ee) 

(analogous event) an analogous or
equivalent event to any listed above occurs in relation to that
person in any jurisdiction,





 


unless
this takes place with the prior written consent or approval of the
Secured Party as part of a solvent reconstruction, amalgamation,
merger or consolidation.

 


Intermediate Shares means all of the
issued share capital from time to time in GFN Holdings, GFN Finance
and Royal Wolf Holdings.

 


Loss means a loss, claim, action,
damage, liability, cost, charge, expense, penalty, compensation,
fine or outgoing paid, suffered or incurred and includes legal fees
and disbursements.

 


Marketable Security means:

 



(ff)             

a marketable
security as defined in section 9 of the Corporations
Act;





 



(gg) 

a negotiable
instrument;





 



(hh) 

a unit or other
interest in a trust or partnership;





 



(ii) 

any other
investment instrument;





 



(jj) 

any intermediated
security;





 



(kk) 

a right or an
option in respect of any of the above, whether issued or
unissued;





 


and,
without limitation, includes the Intermediate Shares.

 


Non-PPS Property means all Secured
Property that is not PPS Property.

 


Permitted Security means:

 



(ll) 

each Security in
favour of the Secured Party created by any Security
Document;





 



(mm) 

any lien or charge
arising by operation of law in the ordinary course of ordinary
business so long as the debt or amount it secures is paid when due
or is being diligently contested in good faith and by appropriate
proceedings and where the Grantor, GFN Holdings or GFN Finance, as
the case may be has set aside sufficient reserves of liquid assets
to pay such debt or other amount;





 



(nn) 

any netting or
set-off arrangement (excluding a deposit of money constituting a
Security) on normal commercial terms in the ordinary course of the
transactional banking business of the Grantor, GFN Holdings or GFN
Finance, as the case may be;





 



(oo) 

a
Security:





 



(i) 

existing on the
date of this document that has been approved by or consented to by
the Secured Party in writing; or





 



(ii) 

that arises after
the date of this document and that the Secured Party approves or
consents to in writing before it arises,





 


where:

 



(iii) 

the amount secured
does not increase, and the time for payment of that amount is not
extended, beyond the amount and time approved by or consented to by
the Secured Party in writing; and





 



(iv) 

if any approval or
consent given by the Secured Party corresponding to, or to the
giving, grant or entry into of, such Security is subject to any
conditions, all such conditions have been and are being complied
with.





 


Pledge Agreement has the same meaning as given
to that expression in the SPA.

 


PPSA means the Personal Property Securities Act 2009
(Cth).

 


PPS Property means all Secured Property
in relation to which the Grantor can be a grantor of a PPS Security
Interest, whether or not the Grantor has title to the property,
including all PPS Retention of Title Property.

 


PPS Register means the register created
and maintained in accordance with the PPSA.

 


PPS Retention of Title Property means
PPS retention of title property (as defined in section 51F of the
Corporations Act).

 


PPS Security Interest means a security
interest that is subject to the PPSA.

 


Receiver means a receiver or a receiver
and manager.

 


Related Bodies Corporate has the same
meaning as given to that expression in the Corporations
Act.

 


Review Event means:

 



(pp) 

an investigation by
a Governmental Agency or any other person or organisation
(including any industry body) into all or part of the affairs of
the Grantor, GFN Holdings, or GFN Finance, as the case may be
commences (or a safety incident (including a fatality) or other
operational event occurs) which results, or may result, in the
suspension or termination of any authorisation of a Governmental
Agency held by the Grantor, GFN Holdings or GFN Finance, as the
case may be; or





 



(qq) 

any other event or
circumstance which the parties agree or designate in writing is a
‘Review Event’ for the purposes of this
document.





 


Revolving Asset means any Secured
Property:

 



(rr)             

which
is:





 



(i) 

inventory
(excluding, for the avoidance of doubt, any real
property);





 



(ii) 

a negotiable
instrument;





 



(iii) 

machinery, plant or
equipment which is not inventory and has a value of less than
$1,000 (or its equivalent in any other currency or
currencies);





 



(iv) 

money (including
money withdrawn or transferred to a third party from an account of
the Grantor with a bank or other financial
institution).





 



(ss) 

in relation to
which no Control Event has occurred, subject to clause
3.1(c).





 


Royal Wolf Holdings means Royal Wolf
Holdings Limited ACN 121226793.

 


Secured Money means all amounts
(including damages) that are payable, owing but not payable, or
that otherwise remain unpaid by any of GFN, GFN Holdings, GFN
Finance or the Grantor to the Secured Party on any account at any
time including under or in connection with any Finance Document or
any transaction contemplated by, or breach of or default under, any
Finance Document:

 



(tt)             

whether present or
future, actual or contingent;





 



(uu) 

whether incurred
alone, jointly, severally or jointly and severally;





 



(vv) 

whether GFN, GFN
Holdings, GFN Finance or the Debtor is liable on its own account or
for the account of, or as surety for, another person and without
regard to the capacity in which GFN, GFN Holdings, GFN Finance or
the Debtor (as the case may be) is liable;





 



(ww) 

whether due to the
Secured Party alone or with another person;





 



(xx) 

whether the Secured
Party is entitled for its own account or the account of another
person;





 



(yy) 

whether originally
contemplated by GFN, GFN Holdings, GFN Finance or the Debtor or the
Secured Party or not;





 



(zz) 

whether the Secured
Party is the original person in whose favour any of the above
amounts were owing or an assignee or transferee and, if the Secured
Party is an assignee or transferee:





 



(i) 

whether or not GFN,
GFN Holdings, GFN Finance or the Grantor (as the case may be)
consented to or knew of the assignment or transfer;





 



(ii) 

no matter when the
assignment or transfer occurred; and





 



(iii) 

whether or not the
entitlements of that original person were assigned or transferred
with any Security granted under any Security Document;
and





 



(aaa) 

if determined
pursuant to any award, order or judgment against GFN, GFN Holdings,
GFN Finance or the Grantor (as the case may be), whether or not
GFN, GFN Holdings, GFN Finance or the Grantor (as the case may be)
was a party to the court proceedings, arbitration or other dispute
resolution process in which that award, order or judgment was
made.





 


Secured Obligations means any obligation
or liability of any kind of either of GFN, the Grantor, GFN
Holdings or GFN Finance, as the case may be to the Secured Party
including under or in connection with the Finance Documents or any
transaction contemplated by them.

 


Secured Property means all present and
after-acquired property of the Grantor (including without
limitation the Intermediate Shares). It includes anything in
respect of which the Grantor has at any time a sufficient right,
interest or power to grant a Security.

 


Security means:

 



(bbb)             

a security interest
as defined in the PPS Law;





 



(ccc) 

any other interest
or arrangement of any kind that secures any obligation including a
mortgage, charge, pledge, lien, bill of sale, trust, power or title
retention arrangement, right of set-off, assignment of income or
monetary claim, right to withhold payment of a deposit or other
money and any right arising as a consequence of enforcement of a
judgment;





 



(ddd) 

a right that a
person (other than the owner) has to remove something from land
(known as a profit à prendre), a lease, a caveat or similar
restriction over property;





 



(eee) 

any interest or
arrangement which has the effect of giving a person a preference,
priority or advantage over any creditor;





 



(fff) 

any other
agreement, notice or arrangement having a similar effect to any of
the above; or





 



(ggg) 

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





 


Security Documents means:

 



(hhh)             

this
Deed;





 



(iii) 

any security
document entered into in favour of the Secured Party, including
without limitation a general security deed entered into by any of
the Grantor, GFN Holdings or GFN Finance;





 



(jjj) 

each other document
creating or evidencing or purporting to create or evidence a
Security in favour of the Secured Party for any Secured Money or
any Secured Obligations; and





 



(kkk) 

each document
designated or agreed in writing by the Secured Party and the
Grantor as being a ‘Security Document’ for the purposes
of this definition and/or this document,





 



(lll) 

each Pledge
Agreement;





 


and
Security Document means any
of them as the context may require or permit.

 


Senior Note means the secured senior
promissory note in the aggregate principal amount of US$54,000,000
issued by GFN Holdings and GFN Finance to the Secured Party, and
which is the subject of the SPA and associated senior note deed,
and any documents ancillary to same.

 


Serial Numbered Property means any Secured Property which
may or must be described by serial number in a registration (as
defined in the PPSA).

 


SPA means the Securities Purchase
Agreement entered into on or about [ ] July 2017 between the
Secured Party of the one part, and the Grantor, GFN, GFN Holdings
and GFN Finance of the other part.

 


Subsidiary means a subsidiary as defined
under section 9 of the Corporations Act.

 


Suspicious Transaction means a
transaction which the Secured Party suspects:

 



(mmm) 

may breach any laws
or regulations in Australia or any other country, including any AML
CTF Laws;





 



(nnn) 

involves any person
that is itself sanctioned or is connected, directly or indirectly,
to any person that is sanctioned under economic and/or trade
sanctions imposed by the United States of America, the European
Union or any other country; or





 



(ooo) 

may directly or
indirectly involve the proceeds of, or be applied for the purposes
of, conduct which is unlawful in Australia or any other
country.





 


Tax means any tax, levy, impost, duty or
other charge, deduction or withholding of a similar nature
(including any penalty, interest, fine or other charge payable in
connection with any failure to pay or any delay in paying any of
the same).

 



1.2 Interpretation

 



(a) 

Any reference in
this document to:





 



(i) 

the Secured Party, the Grantor or any other party to an
agreement or instrument includes its successors in title, permitted
assigns and permitted transferees;





 



(ii) 

a Finance Document or any other agreement
or instrument is a reference to that Finance Document or other
agreement or instrument as amended, restated or
novated;





 



(iii) 

indebtedness includes any obligation
(whether incurred as principal or as surety) for the payment or
repayment of any amount, whether present or future, actual or
contingent;





 



(iv) 

a person includes any type of person or
entity or body of persons, whether or not it is incorporated or has
a separate legal identity, and includes any person, firm, company,
corporation, government, state or agency of a state or any
association, trust or partnership;





 



(v) 

a regulation includes any regulation,
rule, official directive, request or guideline (whether or not
having the force of law) of any Governmental Agency, and if not
having the force of law, with which responsible entities in the
position of the relevant party would normally comply;





 



(vi) 

a trustee includes a reference to a
responsible entity, where the context requires or
permits;





 



(vii) 

a trust includes a reference to a
“managed investment scheme” (as defined in the
Corporations Act), where the context requires or
permits;





 



(viii) 

a lease includes a reference to a lease, a
lease of lease, any further derivative lease, a licence, any
further derivative licence or a tenancy (however defined or
described);





 



(ix) 

the words
including, for example or such as when introducing an example do
not limit the meaning of the words to which the example relates to
that example or examples of a similar kind;





 



(x) 

the word
agreement includes an
agreement, undertaking or other binding arrangement or
understanding;





 



(xi) 

a provision of law
or a regulation is a reference to that provision as amended,
consolidated, replaced or re-enacted;





 



(xii) 

the singular
includes the plural and the plural includes the
singular;





 



(xiii) 

words of any gender
include all genders;





 




(xiv) 

anything (including
any right, obligation or concept) includes each and any part of
that thing but nothing in this paragraph 1.2(a)(xiv)implies or is to be interpreted as
meaning that performance of part of an obligation constitutes
performance of the obligation; and





 



(xv) 

unless a contrary
indication appears, a time of day is a reference to Sydney
time.





 



(b) 

Section, clause and
schedule headings are for ease of reference only.





 



(c) 

If a word or phrase
is defined, any other grammatical form of that word or phrase has a
corresponding meaning.





 



(d) 

Unless a contrary
indication appears, a reference to a clause, schedule or annexure
is to a clause, schedule or annexure in or to this document, and a
reference to this document includes any schedule or annexure in or
to this document.





 



(e) 

Unless a contrary
indication appears, the following terms (whether capitalised,
italicised or not) that are defined in the PPSA and not otherwise
defined in this document have the meaning given to them in the PPSA
if and when used in this document: ‘amendment demand’,
‘attaches’, ‘chattel paper’,
‘circulating asset’, ‘financing change
statement’, ‘financing statement’,
‘intermediated security’, ‘investment
instrument’, ‘personal property’, ‘purchase
money security interest’, ‘serial number’ and
‘verification statement’.





 



(f) 

An Event of Default
or Review Event that occurs continues or subsists or is continuing
or subsisting until the Secured Party notifies the Grantor in
writing that it has been remedied to the satisfaction of the
Secured Party or waived by the Secured Party.





 



(g) 

A reference to
Australian dollars,
dollars, $ or A$ is a reference to the lawful currency
of Australia.





 



(h) 

The words
related entity have the
meanings given to them in the Corporations Act.





 



(i) 

Unless the context
otherwise requires, the words property and asset are interchangeable when used in
this document and in either case include any real or personal,
present or future, tangible or intangible property or asset and any
right, interest, revenue or benefit in, to, under or derived from
the property or asset.





 



(j) 

No provision of
this document may be construed adversely to a party on the ground
that the party or its advisers was responsible for the preparation
of this document or that provision.





 



1.3 Non Business Days and
Time

 



(a) 

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





 



(i) 

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





 



(ii) 

in any other case,
the person must do it on or by the next Business Day in the same
calendar month (if there is one) or on or by the preceding Business
Day (if there is not).





 



(b) 

If a time is not
specified for the performance of an obligation under this document,
it must be performed promptly.





 



1.4 Multiple
parties

 


If a
party to this document (other than the Secured Party) is made up of
more than one person, or a term (other than Secured Party or party)
is used in this document to refer to more than one party, then
unless otherwise specified in this document:

 



(a) 

an obligation of
those persons is joint and several;





 



(b) 

a right of those
persons is held by each of them severally; and





 



(c) 

any other reference
to that party or that term is a reference to each of those persons
separately, so that (for example) a representation or warranty
relates to each of them separately.





 



1.5 Inconsistency with
existing security documents

 


In
respect of a Grantor, if a provision of this document is
inconsistent with any other provision of a general security
agreement or other security document granted by that Grantor in
favour of the Secured Party, this document prevails to the extent
of the inconsistency in respect of that Grantor.

 



2.            

Security





 


2.1 Security interest

 


To
secure the punctual payment of the Secured Money and the punctual
performance of the Secured Obligations, the Grantor grants to the
Secured Party a security interest in and over all Secured Property.
The Grantor expressly acknowledges and agrees that the Secured
Money extends to any amounts (including damages) which may be
payable, owing but not payable, or that otherwise remain unpaid, to
the Secured Party by any of GFN, GFN Holdings, or GFN Finance, each
being Related Bodies Corporate of the Grantor, and the Grantor
obtains a direct or indirect benefit as a result of
same.

 



2.2 Nature of security
interest

 



(a) 

The security
interest in clause 2.1
is:





 



(i) 

a transfer by way
of security of Secured Property consisting of accounts and chattel
paper (each as defined in the PPSA) which are not, or cease to be,
Revolving Assets; and





 




(ii) 

a charge in and
over all Secured Property to the extent the Secured Property is not
transferred.





 



(b) 

The charge referred
to in clause 2.2(a)(ii) is a floating
charge over Revolving Assets and a fixed charge over all other
Secured Property to the extent the Secured Property is not
transferred.





 



2.3 Scope of security
interest

 


For the
purposes of section 20(2)(b) of the PPSA (but without limiting the
meaning of “Secured Property” in this document), the
Security granted in clause  2.1
is in and over all the Grantor's present and after-acquired
property (as defined in the PPSA). This clause does not limit
clause 2.1.

 



2.4 Obligations not
transferred

 


The
Grantor will at all times be and remain liable to perform and
comply with all of its obligations in connection with any Secured
Property despite any grant of any security interest in
clause 2.1 being or operating as
a transfer by way of security. The Secured Party will not have any
liability or obligation to perform or comply with any of those
obligations.

 


2.5 Priority

 



(a) 

Each Security
granted in clause 2.1 is intended
to take effect as a first ranking security subject only to any
Security mandatorily preferred by law and any Permitted Security
which the Secured Party agrees in writing ranks in priority to
it.





 



(b) 

Nothing in this
document restricts the Secured Party from claiming that a Security
granted under this document is a purchase money security interest
in respect of all or part of the Secured Property.





 



2.6 No postponement of
attachment

 


Nothing
in this document may be taken as an agreement that the PPS Security
Interest granted in clause 2.1
attaches later than the time contemplated by section 19(2) of the
PPSA.

 



2.7 Acknowledgment of no
subordination

 


The
Grantor acknowledges that the Secured Party does not agree and has
not agreed to subordinate its Security in the Secured Property to
any other interest in the Secured Property, except to the extent
(if any) expressly provided by a Finance Document.

 




2.8 


Contemporaneous Security





 


The
Grantor expressly acknowledges and agrees that the Secured Party
has the benefit of each of the Pledge Agreements and the Guarantee,
which documents may secure some or all of the same obligations
which are the subject of this Deed. No enforcement or attempted
enforcement in any jurisdiction of any or all of the Pledge
Agreements or the Guarantee at any time will in any way act as a
waiver of any of the Secured Party's rights pursuant to this Deed
and, to the extent permitted by law, the Secured Party may seek to
enforce its rights under this Deed, the Pledge Agreements and/or
the Guarantee contemporaneously.

 



3.            

Restrictions
on dealing with Secured Property





 


3.1 Dealings with Secured Property and Revolving
Assets

 



(a) 

(restricted dealings)





 




(i) 

The Grantor must
not do, or agree to do, any of the following unless it is permitted
to do so by another provision in a Finance Document:





 



(A) 

create or allow
another interest (including any Security) in any Secured Property
other than a Permitted Security; or





 



(B) 

sell, convey,
transfer, lease, surrender or otherwise dispose, or part with
possession, of any Secured Property except with the prior written
approval of the Secured Party.





 



(ii) 

Where by law the
Secured Party may not restrict the creation of any Security in
relation to an asset ranking after the Security granted in
clause 2.1:





 



(A) 

Clause 3.1(a)(i)
will not restrict that creation; and





 



(B) 

the Grantor must
ensure that, before that Security is created, the holder of that
Security enters into a deed of priority with the Secured Party in
form and substance satisfactory to the Secured Party. The Secured
Party is not required to provide or make available any advance or
financial accommodation to the Grantor, GFN Holdings or GFN Finance
until, the deed of priority is entered into on terms and in form
and substance satisfactory to the Secured Party.





 



(iii) 

The Grantor
acknowledges and agrees that if it creates or allows another
interest in any Secured Property, or disposes of or parts with
possession of any Secured Property, in any such case in breach of
this clause 3.1, then despite any of
the foregoing occurring:





 



(A) 

the Secured Party
has not authorised the creating or allowance of another interest in
the Secured Property, or the disposal of or parting with possession
of the Secured Property, or agreed that any of the foregoing would
extinguish any Security that the Secured Party holds in the Secured
Property; and





 



(B) 

the Security
granted in clause  2.1 continues
in the Secured Property.





 




(iv) 

The Grantor must
give the Secured Party:





 



(A) 

prompt notice of
anything that occurs in breach of this clause 3.1; and





 



(B) 

any information
requested by the Secured Party in relation to any person who
obtains or may obtain an interest in any asset or property the
subject of this clause 3.1.





 



(v) 

The Grantor
acknowledges that any notification or information provided under
clause 3.1(a)(iv)does not cure or
remedy any breach of this clause 3.1.





 



(b) 

(DB Facility)





 


The
Grantor must do all such things as are reasonably necessary to
ensure that there does not occur any event of default or default
(however described), any review event (however described) or any
termination event (however described) under any document forming
part of the DB Facility.

 



(c) 

(Control Event) If a Control Event occurs
in respect of any Secured Property then automatically:





 



(i) 

that Secured
Property is not (and immediately ceases to be) a Revolving Asset;
and





 



(ii) 

any floating charge
over that Secured Property immediately operates as a fixed
charge.





 



(d) 

(conversion) Any Secured Property,
which:





 



(i) 

is not, or ceases
to be, a Revolving Asset; and





 



(ii) 

becomes subject to
a fixed charge under clause 3.1(c),





 


will
become a Revolving Asset, or be subject to a floating charge, if
the Secured Party gives the Grantor a notice to that
effect:

 



(iii) 

identifying the
Secured Property; and





 



(iv) 

specifying the
conversion date.





 


This
may occur any number of times.

 



(e) 

(inventory) If any inventory is not, or
ceases to be, a Revolving Asset, it is specifically appropriated to
a security interest under this document and the Grantor must not
remove it without the prior written consent of the Secured
Party.





 



3.2 Attachment.
Accessions, Fixtures and Commingling

 


Nothing
in this document may be construed as an agreement or consent by the
Secured Party to:

 



(a) 

any Security other
than any Permitted Security attaching to, or being created in, any
Secured Property;





 



(b) 

defer or postpone
the date of attachment of a Security created under this document in
any Secured Property;





 



(c) 

any personal
property that is not Secured Property becoming an accession to any
Secured Property;





 



(d) 

any Secured
Property becoming a fixture or an accession to anything that is not
also Secured Property; or





 



(e) 

any Secured
Property being manufactured, processed, assembled or commingled
with anything that is not also Secured Property.





 



4.            

Representations
and warranties





 



4.1 Representations and
warranties

 


The
Grantor represents and warrants to the Secured Party
that:

 



(a) 

(No consumer Secured Property) no Secured
Property is consumer property (as defined in the PPSA) or used
predominantly for personal, domestic or household
purposes;





 



(b) 

(No foreign property) all Secured
Property is situated in Australia, except to the extent as may be
otherwise expressly permitted by the Secured Party in
writing;





 



(c) 

(Serial Numbered Property):





 



(i) 

the information in
Schedule 1 is, as at the date of this document, true and complete
in all respects and includes the details of all its material
personal property (including each aircraft, coach or other vehicle
required to conduct its core business) which the regulations under
the PPSA require or permit to be described by serial number in a
registration (as defined in the PPSA); and





 



(ii) 

it has provided the
Secured Party with the serial numbers that the Secured Party would
require to make an effective registration (as defined in the PPSA)
against all material Serial Numbered Property (including each
aircraft, coach or other vehicle required to conduct its core
business);





 



(d) 

(Secured Property)





 



(i) 

in respect of
Secured Property that is not PPS Retention of Title Property, it is
the sole legal and sole beneficial owner of that
property;





 



(ii) 

in respect of
Secured Property that is PPS Retention of Title Property, it has
sufficient rights to grant a Security in that property to the
Secured Party; and





 



(iii) 

the Security
granted in clause 2.1 is an
effective security in the Secured Property.





 



(e) 

(no Security) no Secured Property is
subject to a Security other than a Permitted Security;
and





 



(f) 

(no Controller) no Controller is
currently appointed in relation to it or any of its
property.





 



4.2 Repetition of
representations and warranties

 


The
representations and warranties in this clause are taken to be
repeated on each date from the date of this document until all the
Secured Money is irrevocably paid, repaid and satisfied in full, on
the basis of the facts and circumstances existing as at each such
date respectively.

 



4.3 No representations by
the Secured Party

 


The
Grantor acknowledges that it has not relied and will not rely on
any financial or other advice, representation, statement or promise
provided or made by or on behalf of the Secured Party in deciding
to enter into any Finance Document or to exercise any right or
perform any obligation under any Finance Document.

 



5.            

Grantor's
undertakings





 



5.1 General
undertakings

 


The
Grantor must:

 



(a) 

(Events of Default) procure and ensure
that no Event of Default or Review Event occurs;





 



(b) 

(obligation to pay) punctually pay, and
procure the punctual payment of, the Secured Money when it becomes
payable in accordance with the terms of any written agreement
between GFN, the Grantor, GFN Holdings or GFN Finance, as the case
may be, and the Secured Party or, in the absence of any agreement
or after default under any agreement, on demand by the Secured
Party;





 



(c) 

(obligation to perform) punctually
perform each of its obligations, and procure and ensure that GFN,
the Grantor, GFN Holdings and GFN Finance, as the case may be,
punctually performs each of their respective obligations, under
each Finance Document to which it and/or GFN, Grantor, GFN Holdings
or GFN Finance, as applicable, is a party;





 



(d) 

(registration and stamping) at its own
cost:





 



(i) 

assist the Secured
Party to ensure that any security interest (as defined in the PPSA)
created by this document is immediately registered on the PPS
Register, and that this document is immediately registered with any
Governmental Agency and on any other register specified by the
Secured Party if the Secured Party determines that registration is
necessary to perfect the Security granted in clause 2.1 or to protect the rights or priority of
the Secured Party; and





 



(ii) 

ensure that this
document is stamped for the proper amount within the period
provided by law in each state and territory of Australia in which
this document is required to be stamped; and





 



(e) 

(registration and stamping Taxes) pay or
procure that there is paid, or immediately on demand reimburse the
Secured Party for or procure that the Secured Party is reimbursed
for, all stamp duty, registration and other similar Taxes which are
or may be payable or determined to be payable by the Secured Party
or GFN, the Grantor, GFN Holdings or GFN Finance, as the case may
be in connection with any Finance Document. The Grantor must pay or
procure that there is paid all interest, fines, penalties and
charges for late payment or non-payment of those
Taxes.





 



5.2 Reports and
information

 


The
Grantor must give the Secured Party, or procure that the Secured
Party is given:

 



(a) 

(garnishee) a copy of any garnishee
notice, or any notice under section 120 of the PPSA, that is given
to any person in relation to any amount that the person owes or may
owe at any time to the Grantor, as soon as the Grantor becomes
aware of the notice;





 



(b) 

(general information)
notice:





 



(i) 

at least 30 days
prior to any change in the name, ABN, ARBN or ARSN of or allocated
to it, together with details of the proposed new name, ABN, ARBN or
ARSN;





 



(ii) 

at least 30 days
prior to anything happening in respect of it or any Secured
Property that would mean that any information in a registration (as
defined in the PPSA) in relation to the Security granted under this
document is or would become incorrect or misleading in any
respect;





 



(iii) 

promptly
if:





 



(A) 

it acquires, or
enters into an agreement to acquire:





 



(I) 

any interest in
real property;





 



(II) 

any property in
relation to which a Security may be perfected by control (as
defined in the PPSA); or





 



(III) 

any property which
the regulations under the PPSA provide must or may be described by
serial number in a registration (as defined in the PPSA);
or





 



(B) 

any Secured
Property with a value greater than A$10,000 is moved outside
Australia; and





 



(iv) 

promptly on request
by the Secured Party:





 



(A) 

of each purchase
money security interest over or in respect of any of its property
and each Security over or in respect of any of its property that is
perfected by control (as defined in the PPSA); and





 



(B) 

of the value,
present location and serial number (if applicable) of its Secured
Property;





 



(c) 

(registration details) all information
that the Secured Party needs in order to ensure that any
registration of the Security granted in clause 2.1 on the PPS Register or any other register
that the Secured Party chooses is, and remains, fully effective or
perfected (or both), and that the Security has the priority
contemplated by clause 2.5.





 


5.3 Other
undertakings regarding Secured Property

 


The
Grantor must:

 



(a) 

(carrying on business)





 



(i) 

carry on its
business in a proper and efficient manner; and





 



(ii) 

not make any change
to the general nature or scope of its business from that carried on
at the date of this document (which the Grantor acknowledges and
agrees solely relates to the holding of the Intermediate Shares)
without the Secured Party's prior written consent;





 



(b) 

(comply with obligations) to the extent
not prohibited or restricted from doing so in accordance with the
provisions of any Finance Document, do everything the Grantor is
required to do under or in connection with Secured
Property;





 



(c) 

(accessions, commingling) not permit any
Secured Property to be installed on or become a fixture or
accession to or commingled with anything that is not also Secured
Property;





 



(d) 

(possession) if it receives any deed or
document of title relating to any Secured Property (including,
without limitation, any share or other security certificate in
relation to the Intermediate Shares), or if it receives any
negotiable or other instrument or security, immediately give it to
the Secured Party;





 



(e) 

(Marketable Securities):





 



(i) 

do anything
required by the Secured Party to ensure that the Secured Party's
Security in any Marketable Security, instrument or security
(negotiable or otherwise) is recorded by any relevant clearing
house or securities depository and, in the case of a Marketable
Security, on the records maintained by or on behalf of the relevant
issuer, or on the records of any sponsor, nominee or agent that
holds a Marketable Security for the Grantor, and the Grantor must
provide to the Secured Party on the date of this Deed (or at any
other time required by the Secured Party) a fully completed and
executed instrument of transfer of that Marketable Security
(including without limitation a transfer in the form set out in
Schedule 3), provided however that the details of the date of
transfer and the transferee shall be left blank and, in the case of
an uncertificated Marketable Security, a Holder Record (as that
term is defined by the ASX Settlement Rules) or other statement or
document that is analogous to or has a similar effect as a Holder
Record (as that term is defined in the ASX Settlement Rules) of
that Marketable Security; and





 



(ii) 

if required by the
Secured Party from time to time, cause to be issued a document of
title in relation to any Marketable Security in which the Secured
Party has Security (including without limitation the Intermediate
Shares) and immediately give same to the Secured
Party,





 



(f) 

(calls on capital) not, without the
Secured Party's consent:





 



(i) 

call up or receive
in advance of calls any of the uncalled capital secured by this
document; or





 



(ii) 

apply the uncalled
capital to any purpose except towards payment of the Secured
Money;





 



(g) 

(perfection by control) to the extent
that any Secured Property is of a type in which a security interest
can be perfected by control (as defined in the PPSA), do anything
that the Secured Party may require to enable it to perfect its
Security by control (as defined in the PPSA);





 



(h) 

(chattel paper) if the Secured Party
requests, give the Secured Party possession of any Secured Property
that is chattel paper;





 



(i) 

(nameplates) if the Secured Party
requests:





 



(i) 

affix to any
Secured Property a readily visible fireproof plate or sign
that:





 



(A) 

brings the
existence of the Secured Party's interest in that property to the
attention of other persons; and





 



(B) 

states that a
disposal of that property or the granting of a Security in that
property which is not otherwise permitted under a Finance Document
will breach that Finance Document; and





 



(ii) 

not remove or
change, or allow any person to remove or change, that plate or sign
without the Secured Party's consent; and





 



(j) 

(Grantor as a secured party) if the
Grantor is or could be a secured party in respect of any PPS
Security Interest, implement, maintain and comply with procedures
(which the Secured Party requires or which are prudent for a person
conducting a similar business) to identify and perfect the PPS
Security Interest. These include procedures to ensure that the PPS
Security Interest is continuously perfected, including all steps
necessary:





 



(i) 

for the Grantor to
obtain the highest ranking priority possible in respect of the PPS
Security Interest (such as perfecting a purchase money security
interest or perfecting a PPS Security Interest by control (as
defined in the PPSA)); and





 



(ii) 

to minimise the
risk of a third party acquiring an interest free of the PPS
Security Interest (such as including serial numbers in a financing
statement).





 



5.4 Undertakings relating
to Serial Numbered Property

 


If the
Grantor gives the Secured Party a PPS Security Interest in any
Serial Numbered Property, the Grantor must:

 



(a) 

(notify details)





 



(i) 

provide the Secured
Party in writing with the serial numbers that the Secured Party
would require to make an effective registration (as defined in the
PPSA) against all Serial Numbered Property, either on execution of
this document in respect of material personal property (including
each aircraft, coach or other vehicle required to conduct its core
business) or (if later) when the Serial Numbered Property becomes
Secured Property; and





 



(ii) 

notify the Secured
Party immediately in writing of any serial number when it is
allocated to any Secured Property; and





 



(b) 

(serial numbers) not change or remove the
serial number of any Serial Numbered Property after it has
disclosed the number to the Secured Party, except with the Secured
Party's consent.





 



5.5 Undertakings in
relation to Related Bodies Corporate

 


In the
event that at any time the Secured Party exercises its rights
pursuant to any Security Document, the Grantor must ensure as
follows:

 



(a) 

in the event that
the Secured Party has exercised any rights under any Security
Document which results in the transfer to the Secured Party or its
nominee of any Marketable Securities in the Grantor, the Grantor
must do all such things as are necessary to promptly ensure that
any transfer of such Marketable Securities is approved and
registered by the Grantor in favour of the Secured Party or its
nominee and to the extent that the Secured Party has a right to
appoint directors or other officers of the Grantor (whether
pursuant to statute, law, contract or otherwise), the Grantor must
do all such things as are necessary to ensure that those directors
or other officers nominated by the Secured Party are promptly
appointed; and





 



(b) 

in the event that
the Secured Party has exercised any rights under any Security
Document which results in the Secured Party becoming a shareholder
of a Related Bodies Corporate of the Grantor, or the Secured Party
being entitled to appoint a director or other officer of a Related
Bodies Corporate of the Grantor, the Grantor must not do anything,
or omit to do anything, which may inhibit the Secured Party
obtaining the full benefit of such rights.





 



5.6 General
Indemnity

 


The
Grantor must indemnify the Secured Party, each Authorised
Representative and agent of the Secured Party, each Receiver of the
Grantor or each Receiver appointed in relation to any property of
the Grantor, each Attorney, and any other person appointed under a
Finance Document or the Corporations Act by or on behalf of the
Secured Party (each an Indemnified
Person) against, and must pay each Indemnified Person within
three Business Days of demand the amount of, all Losses reasonably
paid, suffered or incurred by the Indemnified Person in connection
with:

 



(a) 

the occurrence of
any Event of Default or Review Event;





 



(b) 

investigating any
event which the Secured Party reasonably believes is an Event of
Default or Review Event;





 



(c) 

the administration,
and any actual or attempted preservation or enforcement, of any
rights, powers, discretions and/or remedies under or properly
corresponding to any Finance Document and/or any transaction
contemplated by any of them;





 



(d) 

any information
produced or approved by any of GFN, the Grantor, GFN Holdings or
GFN Finance under or in connection with the Finance Documents or
the transactions they contemplate being or being alleged to be
misleading or deceptive in any respect;





 



(e) 

acting or relying
on any notice, consent, request, instruction, demand, approval or
other communication or other document (including any of the
foregoing given by fax or electronic communication (such as by
email) or verbally (such as by telephone)) which it reasonably
believes to be genuine, correct and appropriately
authorised;





 



(f) 

any enquiry,
investigation, subpoena (or similar order) or litigation with
respect of any of GFN, the Grantor, GFN Holdings or GFN Finance, or
with respect to the transactions contemplated or financed under any
Finance Document;





 



(g) 

a failure by any of
GFN, the Grantor, GFN Holdings or GFN Financeto pay any amount due
under a Finance Document on its due date or any financial
accommodation provided to any of GFN, the Grantor, GFN Holdings or
GFN Finance under a Finance Document being repaid or becoming due
for repayment other than on its scheduled payment date, including
Losses an Indemnified Person pays, suffers or incurs because
of:





 



(i) 

the cancellation,
termination, unwinding or alteration of any swap or other
arrangement made by an Indemnified Person to fund the financial
accommodation or other payment; or





 



(ii) 

any liquidation or
re-employment of deposits or other funds acquired by any
Indemnified Person to fund the financial accommodation or other
payment;





 



(h) 

the Secured
Property or anything done or omitted to be done in connection with
the Secured Property;





 



(i) 

anything any of
GFN, the Grantor, GFN Holdings or GFN Financeis required to do or
an Indemnified Person is permitted to do under any clause in any
Finance Document relating or referring to any PPS Law, or any
action taken by an Indemnified Person under or in relation to any
PPS Law, including any registration, or any response to an
amendment demand or a request under section 275 of the
PPSA;





 



(j) 

an Indemnified
Person agreeing or providing an indemnity in favour of or
reimbursing or agreeing to reimburse any Receiver of any of the
Grantor, GFN Holdings or GFN Finance or any property of any of the
Grantor, GFN Holdings or GFN Finance, any Attorney, any other
person appointed under a Finance Document, and/or any other person
appointed under the Corporations Act by or on behalf of the Secured
Party in connection with any of the Grantor, GFN Holdings or GFN
Finance or any property of any of the Grantor, GFN Holdings or GFN
Finance;





 



6.            

Secured
Party's powers





 



6.1 Secured Party may
exercise powers without notice

 


Subject
to clause 15.6, to the full
extent permitted by law, the Secured Party is not required to give
any notice or allow any time to elapse before:

 



(a) 

enforcing a Finance
Document;





 



(b) 

appointing a
Receiver; or





 



(c) 

exercising any
power, right, discretion or remedy given to the Secured Party by
any law or any Finance Document,





 


and the
Grantor waives any statutory requirements for notice or lapse of
time.

 



6.2 Secured Party's right
to make good a default

 




(a) 

If the Grantor
breaches this document, the Secured Party may do everything it
considers to be necessary or desirable to attempt to remedy the
breach to the Secured Party's satisfaction. The Secured Party is
not obliged to do so. Any liabilities or expenses incurred by the
Secured Party in attempting to remedy any such breach must be
reimbursed by the Grantor on demand and, pending reimbursement,
will be part of the Secured Money.





 



(b) 

Clause 6.2(a)does
not limit any other right the Secured Party has under this document
or at law.





 



6.3 Powers on
enforcement

 


If this
document has become enforceable, the Secured Party or any of its
Authorised Representatives, without notice to the Grantor, may do
any one or more of the following:

 



(a) 

do all things, and
exercise all rights, powers, remedies and discretions, that a
secured party with a Security in, or that a mortgagee or an
absolute owner of, the Secured Property can or could do or that the
Grantor can or could do;





 



(b) 

exercise any of the
rights, powers. remedies and discretions that might be exercised by
a Receiver at law, under this document or otherwise even if a
Receiver has not been appointed;





 



(c) 

seize any Secured
Property and/or dispose of any Secured Property in such manner and
generally on such terms and conditions as the Secured Party thinks
desirable; and





 



(d) 

complete any
transfer or instrument of any nature executed by or on behalf of
the Grantor in blank and deposited with the Secured Party, in
favour of, or take any other action required to transfer any
Secured Property to, the Secured Party or any appointee of the
Secured Party or any other person.





 



6.4 Calls

 



(a) 

If this document
has become enforceable, the Grantor authorises the Secured Party,
each of the Secured Party's Authorised Representatives and any
Receiver to:





 



(i) 

make calls on the
members of the Grantor in relation to the Grantor's uncalled
capital;





 



(ii) 

sue (in the name of
the Grantor or otherwise) to recover amounts due in relation to
calls; and





 



(iii) 

give valid receipts
for those amounts.





 


If this
document has become enforceable, the Grantor's directors may not do
so.

 



(b) 

This authority is
not terminated by any change in the Grantor's directors and is
assignable.





 



6.5 Discharge or acquire
prior Security

 




(a) 

If this document
has become enforceable, the Secured Party or any of its Authorised
Representatives, without notice to the Grantor, may do any one or
more of the following:





 



(i) 

purchase a debt or
liability secured by a prior Security (including a debt secured by
a Permitted Security);





 



(ii) 

pay the amount
required to discharge or satisfy that debt or liability;
and





 



(iii) 

take a transfer or
assignment of that Security and any Guarantee, document or right
ancillary or collateral to it.





 



(b) 

If the Secured
Party exercises any right under clause 6.5(a):





 



(i) 

the Grantor is
indebted to the Secured Party for the same amount paid by the
Secured Party or the amount of the debt or liability acquired
(whichever is higher) and that amount is immediately payable to the
Secured Party and forms part of the Secured Money;





 



(ii) 

the Secured Party
may rely on a written notice from the holder of a prior Security
(Prior Secured Party), or an
ancillary or collateral document, as to the amount and property
secured by that prior Security; and





 



(iii) 

the Prior Secured
Party need not enquire whether any amount is owing under a Finance
Document.





 



6.6 Co-operation in
exercise of power of sale

 


If this
document has become enforceable and the Secured Party or a Receiver
wishes to exercise a right to sell or otherwise dispose of any
Secured Property, the Grantor must do or cause to be done all
things required by the Secured Party or the Receiver to enable an
expeditious sale, transfer or other disposal of the Secured
Property to the purchaser, transferee or other person to or in
favour of whom the disposal is to be made.

 



7.            

Power
of Attorney





 



7.1 Appointment of
Attorneys

 


The
Grantor irrevocably appoints the Secured Party and each Authorised
Representative of the Secured Party, and as an independent
appointment appoints any Receiver, severally its attorney, at the
Grantor's cost, to:

 



(a) 

(all acts necessary) do anything
necessary or desirable in the opinion of the Secured Party or the
Attorney to:





 



(i) 

complete this
document;





 



(ii) 

give full effect to
this document;





 



(iii) 

better secure the
Secured Property to the Secured Party in a manner consistent with
this document; or





 



(iv) 

assist in the
execution or exercise of any power under this
document,





 


including execute
any transfer (including any transfer in blank) or other document;
and

 



(b) 

if an Event of
Default occurs:





 



(i) 

(recover Secured Property) demand, sue
for, recover and give discharge for the Secured
Property;





 



(ii) 

(commence actions) commence, carry on,
enforce, settle, arrange and compromise any proceedings to obtain
or enforce the payment or delivery of the Secured
Property;





 



(iii) 

(bankruptcy and winding up) take any
necessary proceedings to procure the bankruptcy or the winding up
of any debtor of the Grantor in connection with the Secured
Property, and attend and vote at meetings of creditors, receive
dividends in any bankruptcy or appoint a proxy for any of these
things;





 



(iv) 

(compound debts) compound, settle or
compromise any debt of the Grantor in connection with the Secured
Property;





 



(v) 

(execute deeds) execute any agreement
including any deed of assignment, composition or release in
connection with the Secured Property;





 



(vi) 

(exercise rights) exercise all or any
powers, rights, discretions and remedies available to the Grantor
in connection with the Secured Property (including rights available
under the Corporations Act or any other statute);





 



(vii) 

(transfer Marketable Securities) transfer
to the Secured Party (or its nominee) any Marketable Securities
including, without limitation the Intermediate Shares, by way of
completion of any share transfer the subject of clause 5.3; and





 



(viii) 

(general) do anything else that the
Grantor must or may do, or that the Secured Party may do, under
this document or by law.





 



7.2 General

 



(a) 

Each Attorney may
appoint and remove substitutes, and may delegate its powers
(including this power of delegation) and revoke any
delegation.





 



(b) 

An Attorney may do
anything contemplated by this clause even if the Attorney is
affected by an actual or potential conflict of interest or duty, or
might benefit from doing it.





 



(c) 

An Attorney may do
anything contemplated by this clause in its name, in the name of
the Grantor or in the name of both of them.





 



(d) 

The Grantor must
ratify anything done by an Attorney under this clause.





 



(e) 

The Grantor gives
the power of attorney in this clause:





 



(i) 

to secure
performance by the Grantor of its obligations to the Secured Party
under this document and any property interest of the Secured Party
under this document; and





 



(ii) 

for valuable
consideration, receipt of which is acknowledged by the
Grantor.





 



8.            

Enforcement





 



8.1 Circumstances when
this document may be enforced

 


The
Secured Money will immediately become payable at the Secured
Party's option (despite any delay or previous waiver of the right
to exercise that option) without the need for any demand or notice
under this document or under another Finance Document, and this
document will immediately become enforceable (whether or not the
Secured Money has become payable in this manner), if any Event of
Default occurs.

 



8.2 Enforcement despite
earlier payment

 


This
document may be enforced:

 



(a) 

even if the Secured
Party accepts a payment of interest or other amount after the
occurrence of any Event of Default; and





 



(b) 

without the need
for any notice to, or of any consent or agreement of, the Grantor
or any other person.





 



9.            

Appointment
of Receiver





 



9.1 Appointment

 


If this
document has become enforceable (whether or not the Secured Party
has entered into possession of all or any of the Secured Property)
the Secured Party or any Authorised Representative of the Secured
Party may at any time:

 



(a) 

appoint any person
or any two or more persons severally or jointly and severally to be
a receiver or receiver and manager (or an additional receiver or
receiver and manager) of Secured Property;





 



(b) 

remove or terminate
the Receiver and in case of the removal, termination, retirement or
death of any Receiver appoint another as a replacement;
and





 



(c) 

fix and vary the
remuneration of the Receiver.





 


Subject
to clause 9.2, every Receiver
appointed under this subclause will be the Grantor's agent and the
Grantor alone will be responsible for the Receiver's acts,
omissions, defaults, remuneration, costs and expenses.

 


9.2 Receiver other than as Grantor's
agent

 



(a) 

The Secured Party
by notice to the Grantor and the Receiver may require the Receiver
to act as the Secured Party's agent.





 



(b) 

The power to
appoint a Receiver under this clause may be exercised even
though:





 



(i) 

at the time when
this document becomes enforceable or when an appointment is made,
an order may have been made or a resolution may have been passed to
wind up the Grantor or an Insolvency Event may have occurred in
respect of the Grantor; or





 



(ii) 

a Receiver
appointed in the circumstances specified in the preceding paragraph
may not, or may not in some respects, act as the Grantor's
agent.





 



(c) 

Each party agrees
that if a Receiver is appointed under this document on the basis of
an Event of Default which subsequently ceases to subsist, the Event
of Default is taken to continue to subsist for the purposes of the
Receiver’s appointment under this document.





 



9.3 Powers of
Receiver

 


Unless
the terms of a Receiver’s appointment state otherwise, the
Receiver will have full power to do all or any of the
following:

 



(a) 

(Grantor obligations under this document) perform
any obligation of the Grantor under this document or any other
Finance Document including making payments to any person holding
Security in the Secured Property;





 



(b) 

(Grantor obligations general) perform, observe,
carry out or enforce any deeds, contracts, obligations or rights of
the Grantor in respect of the Secured Property;





 



(c) 

(manage, possession, control) manage,
take possession of, or take control of, collect and get in the
Secured Property and for that purpose to take proceedings (in the
name of the Grantor or otherwise);





 



(d) 

(give up possession) give up possession
of the Secured Property;





 



(e) 

(dealings without possession) deal with
the Secured Property without taking possession and without
liability for any Loss resulting from failing to take possession or
the need to account as Secured Party or mortgagee in
possession;





 



(f) 

(exercise Secured Party's
rights)





 



(i) 

exercise all or any
of the Secured Party's powers, rights, discretions and remedies
under this document; and





 



(ii) 

comply with the
directions given by the Secured Party;





 




(g) 

(carry on business)





 



(i) 

carry on or agree
to carry on the business of the Grantor in and with the Secured
Property and to stop doing so; and





 



(ii) 

effect all repairs,
purchases and insurances, and generally to do everything that the
Grantor might do in the ordinary conduct of its business
to:





 



(A) 

protect or improve
the Secured Property; or





 



(B) 

obtain income or
returns from the Secured Property and to conduct the Grantor's
business,





 


without
being responsible for any Loss;

 



(h) 

(borrow)





 



(i) 

borrow from the
Secured Party or (with the Secured Party's consent) any other
person any amount that may be required for any of the purposes
mentioned in clause 9.3(g);
and





 



(ii) 

(in the name of the
Grantor or otherwise) secure any amount borrowed by granting a
Security in the Secured Property so that the Security may rank in
priority to, equally with or after the Security granted in
clause 2.1,





 


without
the Secured Party being bound to enquire whether the borrowing is
necessary or proper or responsible for the misapplication or
non–application of any amount borrowed;

 



(i) 

(hire out, lease or license) hire out,
lease or license the Secured Property (including in the name of the
Grantor) for any term at the rent or licence fee and on terms that
seem desirable to the Receiver (with or without a purchase option
and whether or not the Receiver has taken possession);





 



(j) 

(exercise rights) exercise all or any
powers, rights, discretions and remedies of the Grantor or in
connection with the Secured Property (including rights available
under the Corporations Act or any other statute);





 



(k) 

(registration) do everything necessary to
obtain registration of the Secured Property in the Secured Party's
name or in the name of the Secured Party's nominee;





 



(l) 

(settle disputes)





 



(i) 

settle, arrange and
compromise any accounts, claims, questions or disputes that may
arise in connection with the Grantor's business or the Secured
Property or in any way relating to this document; and





 



(ii) 

execute releases or
other discharges in relation to the settlement, arrangement, or
compromise;





 




(m) 

(sell) sell (whether or not the Receiver
has taken possession), exchange or otherwise dispose of (absolutely
or conditionally) the Secured Property (or agree to do
so):





 



(i) 

whether or not the
Grantor has carried out any work on the Secured Property or
otherwise prepared the Secured Property for sale;





 



(ii) 

with or without
other property;





 



(iii) 

by public auction,
private sale or tender for cash or on credit;





 



(iv) 

whether or not the
reserve price for a sale by auction or tender is
disclosed;





 



(v) 

in one lot or in
parcels;





 



(vi) 

with or without
special conditions, (such as conditions as to title or time or
method of payment of purchase money) including by allowing the
purchase money to remain:





 



(A) 

outstanding on any
security over the property sold or over any other property;
or





 



(B) 

owing without any
security; and





 



(vii) 

on other terms the
Receiver considers desirable,





 


without
being responsible for any loss;

 



(n) 

(transfer on sale) execute transfers and
assignments of the Secured Property (including in the name of the
Grantor), and do everything to complete any sale under
clause 9.3(m) that the Receiver
thinks necessary;





 



(o) 

(transfer to Crown) surrender, dedicate
or transfer any real property constituting the Secured Property to
the Crown or any Governmental Agency or exchange lands with any
person (with or without receiving any money);





 



(p) 

(calls) make calls on the members of the
Grantor in relation to the Grantor's uncalled capital, sue (in the
name of the Grantor or otherwise) to recover amounts due in
relation to calls, give valid receipts for those amounts and assign
any power in relation to calls on the members of the
Grantor;





 



(q) 

(services for use) provide services and
equipment for use with the Secured Property on any terms it thinks
fit;





 



(r) 

(approvals) prepare plans and
specifications and obtain approvals from any Governmental Agency in
relation to the Secured Property;





 



(s) 

(subdivision) subdivide, convert to
strata title, community or Torrens title or consolidate the Secured
Property and effect any necessary works on the Secured Property for
this purpose;





 



(t) 

(create easements) create any easements
or covenants affecting or in favour of the Secured Property and
effect any necessary works on the Secured Property for this
purpose;





 



(u) 

(property acquisition) acquire any
additional property to develop, sell or lease with the Secured
Property;





 



(v) 

(removal of chattels or fixtures) remove
any chattels or fixtures from any real estate constituting the
Secured Property and dispose of, sell, or otherwise deal with them
(with or without receiving any money);





 



(w) 

(insure) insure the Secured Property that
is of an insurable nature against risks of destruction, loss or
damage for the amounts and on the terms that the Receiver thinks
appropriate;





 



(x) 

(sever fixtures) sever fixtures belonging
to the Grantor and sell them apart from any other part of the
Secured Property;





 



(y) 

(employees and agents) engage employees,
agents, consultants, lawyers, advisers and contractors for any of
the purposes of this clause on terms that the Receiver thinks
appropriate;





 



(z) 

(give receipts) give receipts for all
money and other property that may come into the hands of the
Receiver in exercise of any power given by this
document;





 



(aa) 

(enforce contracts) carry out and enforce
or otherwise obtain the benefit of all contracts:





 



(i) 

entered into or
held by the Grantor in connection with the Secured Property;
or





 



(ii) 

entered into in
exercise of the powers given by this document;





 



(bb) 

(make debtors bankrupt) make debtors
bankrupt and wind up companies or other applicable entities and do
everything in connection with any bankruptcy or winding up that the
Receiver thinks desirable to recover or protect Secured
Property;





 



(cc) 

(execute documents) enter into and execute any
document or agreement in the name of the Receiver or the name or on
behalf of the Grantor including bills of exchange, cheques or
promissory notes for any of the purposes of this
document;





 



(dd) 

(vote) exercise any voting rights or
powers in respect of any part of the Secured Property;





 



(ee) 

(perform undertakings) do everything
necessary to perform any undertaking of the Grantor in this
document;





 



(ff) 

(receive money) receive all money or
other property payable or deliverable to the Grantor from the
Secured Property;





 



(gg) 

(bank accounts) operate any bank account
of the Grantor (including making deposits and withdrawals in
connection with any bank account);





 



(hh) 

(file) file all certificates,
registrations and other documents and take any and all action on
behalf of any Grantor which the Receiver believes is necessary to
protect, preserve or improve any or all of the Secured Property
and/or the rights of any Grantor and/or the Secured Party
corresponding to any Secured Property;





 



(ii) 

(desirable or incidental
matters):





 



(i) 

do or cause to be
done everything that the Receiver thinks desirable in the interests
of the Secured Party; and





 



(ii) 

do anything
incidental to the exercise of any other power;





 



(jj) 

(take legal proceedings) take proceedings
(including in the name of the Grantor) in connection with any of
the above; and





 



(kk) 

(compromise) make any settlement,
arrangement or compromise regarding any action, proceeding or
dispute arising in connection with the Secured Property, grant to
any person involved time or other indulgence and execute all
related releases or discharges as the Receiver thinks expedient in
the interests of the Secured Party;





 



(ll) 

(appeal) appeal against or enforce any
judgment or order in respect of the Secured Property;





 



(mm) 

(delegate) with the Secured Party's
consent delegate any of the powers given to the Receiver by this
clause to any person;





 



(nn) 

(ability of Grantor) do anything the Grantor could do
in relation to the Secured Property;





 



(oo) 

(Do all other things) do all things the
law allows an owner of any interest in the Secured Property, or any
Controller of the Secured Property, to do;





 



(pp) 

(General) exercise all or any of the
rights, powers, discretions or remedies given by law to mortgagees
in possession, receivers or receivers and managers.





 



10.            

Protection
of Secured Party and Appointees





 



10.1 Protection of Secured
Party and Receiver

 



(a) 

The Secured Party
is not obliged to, but may, do the following:





 



(i) 

notify any debtor
or member of the Grantor or any other person of this document;
or





 



(ii) 

enforce payment of
any amount payable to the Grantor, or take any step or proceeding
for any similar purpose.





 



(b) 

None of the Secured
Party, any of its Authorised Representatives or agents, any
Attorney or any Receiver is liable for any omission or delay in
exercising any power, right, discretion or remedy under this
document or for any loss or irregularity that may occur in relation
to the exercise or non–exercise of any of them.





 



10.2 Conflict of
interests

 


The
Secured Party, an Authorised Representative or agent of the Secured
Party, an Attorney, Receiver or other person appointed by the
Secured Party under this document may exercise or agree to exercise
a power given by this document or by law even though that person
may have a conflict of interests in exercising the
power.

 



10.3 Liability for
Loss

 



(a) 

None of the Secured
Party, an Authorised Representative or agent of the Secured Party,
an Attorney, a Receiver or any other person appointed by the
Secured Party under this document is liable for any Loss that the
Grantor suffers as a direct or indirect result of:





 



(i) 

the exercise or
attempted exercise of, or failure to exercise, or non-exercise of,
any of its rights, powers, remedies and/or discretions contained in
this document; or





 



(ii) 

any release or
dealing with any other Guarantee or Security (including any
prejudice to or loss of the Grantor's rights of
subrogation).





 



(b) 

If the Secured
Party, any Authorised Representative or agent of the Secured Party,
an Attorney or a Receiver enters into possession of Secured
Property, none of the Secured Party, any of its Authorised
Representatives or agents, any Attorney or any Receiver is
liable:





 



(i) 

to account as a
secured party or mortgagee in possession or for anything except
actual receipts; or





 



(ii) 

for any Loss on
realisation or for any default or omission for which a secured
party in possession might be liable.





 



11.            

Protection
of Third Parties





 



11.1 Protection of persons
dealing with the Secured Party or Receiver

 


No
person acquiring any money or property from or paying or handing
over any money or property to or otherwise dealing with the Secured
Party, an Authorised Representative or agent of the Secured Party,
an Attorney, a Receiver or other person appointed by the Secured
Party under this document, or to whom is tendered for registration
an instrument executed by the Secured Party, an Authorised
Representative or agent of the Secured Party, an Attorney, a
Receiver or other person appointed by the Secured Party under this
document, will be:

 




(a) 

bound to
inquire:





 



(i) 

whether the Secured
Party or the relevant Authorised Representative or agent of the
Secured Party, Attorney, Receiver or other person appointed by the
Secured Party under this document has the right to dispose of any
money or property;





 



(ii) 

whether any Event
of Default has occurred or is subsisting;





 



(iii) 

whether this
document is, has become or remains enforceable;





 



(iv) 

whether any of the
Secured Money is owing or payable;





 



(v) 

whether the
relevant Authorised Representative or agent of the Secured Party,
Attorney, Receiver or other person appointed by the Secured Party
under this document has been properly appointed;





 



(vi) 

as to the propriety
or regularity of the exercise or purported exercise of any right,
remedy, power or discretion including any of the foregoing in
connection with any sale, disposal or dealing; or





 



(vii) 

as to any other
matter or thing corresponding to any of the foregoing;





 



(b) 

affected by actual
or constructive notice that any transaction, document, sale,
disposal or other dealing is unnecessary or improper;
or





 



(c) 

concerned to see to
the application of any money or property.





 


Despite
any irregularity or impropriety in a sale, disposal or dealing, it
is to be treated, for the protection of the purchaser, transferee
or other party to the disposal or dealing, as being authorised by
this document and valid.

 



11.2 Receipts

 


A
receipt that the Secured Party, one of its Authorised
Representatives or agents, an Attorney or a Receiver gives for any
amount payable to or receivable by the Secured Party or the
Receiver because of this document will:

 



(a) 

relieve the person
paying or handing over money or other property from all
liability:





 



(i) 

for the application
(or any loss or misapplication) of the money or other
property;





 



(ii) 

to enquire about
any of the matters referred to in clause 11.1(a); and





 



(iii) 

(where applicable)
as to the propriety or regularity of the appointment of the
Receiver; and





 



(b) 

discharge the
person paying that amount from its liability to pay that
amount.





 



12.            

Application
of Money





 


12.1 Order

 



(a) 

Money or amounts
that the Secured Party or a Receiver receives under or because of
this document is to be applied, after satisfaction of any claims
that the Secured Party or the Receiver is aware is a claim that
ranks in priority to the Security granted in
clause  2.1, in the
following order or in any other order that the Secured Party may
determine in its absolute discretion, subject to any applicable law
requiring application to the contrary (for example, section 140 of
the PPSA, if and to the extent applicable) to the extent that such
law cannot be contracted out of:





 



(i) 

(expenses) first in payment of all
expenses that the Secured Party or the Receiver incurs in or
incidental to the exercise or attempted exercise of a power or
otherwise in relation to any Finance Document;





 



(ii) 

(outgoings) then in payment of any other
outgoings that the Receiver or the Secured Party thinks it
appropriate to pay;





 



(iii) 

(Receiver) then in payment to the
Receiver of any remuneration (whether by way of commission or
otherwise);





 



(iv) 

(indemnities) then in payment to the
Secured Party or the Receiver of any amount necessary to give
effect to any indemnity contained in or incorporated by reference
into this document; and





 



(v) 

(Secured Money) then in payment to the
Secured Party of the remainder of the Secured Money.





 



(b) 

Any surplus will
belong to the Grantor or other persons entitled to it. The Secured
Party or the Receiver may pay the surplus to the credit of a bank
account in the name of the Grantor or other person entitled to it
or into court and will then be under no further liability in
relation to it. The surplus will not accrue interest. No trust
arises over the surplus.





 



(c) 

When the Secured
Party or a Receiver receives an amount under or because of this
document, and applies it in payment of the Secured Money, the
Secured Party or the Receiver (as the case may be) may apply
different parts of the amount received to different parts of the
Secured Money, regardless of any appropriation by the Grantor, as
the Secured Party or Receiver chooses.





 



12.2 Only actual receipts
credited

 


In
applying any amount towards the Secured Money, the Grantor will be
credited only with the amount that the Secured Party actually
receives for that purpose. The credit will date from the time of
receipt.

 



12.3 Compensation

 


If any
compensation becomes payable for the Secured Property, the Secured
Party may:

 



(a) 

apply the sum
received on account of any compensation, at the Secured Party's
option, in or towards repayment of the Secured Money;





 



(b) 

make, enforce,
settle or compromise any claims relating to compensation;
and





 



(c) 

execute any
necessary assurances and releases in the name of the Grantor and
the Secured Party.





 


If any
compensation comes into the hands of the Grantor before a final
irrevocable discharge of this document, the Grantor must
immediately pay it to the Secured Party.

 



12.4 Certificates and
disputes

 



(a) 

The Secured Party
may rely on a certificate issued by any person who claims to be
entitled to any amount received from the exercise of any right in
relation to the Secured Property which states that the Grantor owes
it a certain amount, without making any further
enquiry.





 



(b) 

If there is any
dispute between any persons (other than the Secured Party)
regarding an entitlement to receive any amount received from the
exercise of any right in relation to the Secured Property, the
Secured Party may pay that amount into court, and after doing so
does not have any further obligation in respect of that
amount.





 



12.5 No
interest

 


The
Secured Party is not obliged to pay interest to any person on any
amount received from the exercise of any right in relation to the
Secured Property.

 



12.6 Payment into bank
account

 


The
Secured Party or the Receiver may pay any amount to the credit of a
bank account in the name of a person to whom it is obliged to pay
any amount received from the exercise of any right in relation to
the Secured Property, and having done so is under no further
liability in respect of that amount.

 



12.7 Amounts contingently
due

 



(a) 

If any part of the
Secured Money is contingently owing to the Secured Party when an
amount is being applied under clause 12.1 the Secured Party or Receiver
may:





 



(i) 

retain an amount
equal to the amount contingently owing, or any part of it;
and





 



(ii) 

put that amount in
a suspense account.





 



(b) 

If the amount which
is contingently owing:





 



(i) 

becomes payable;
or





 



(ii) 

ceases to be
contingently owing,





 


the
Secured Party or Receiver must apply the amount retained (and any
interest earned on it) in accordance with clause 12.1.

 



13.            

Continuing
Security and Third Party Provisions





 



13.1 Nature of obligations
and enforcement

 


The
Grantor's obligations in this document:

 



(a) 

are principal
obligations, and not ancillary or collateral to any other right or
obligation; and





 



(b) 

may be enforced
against the Grantor without the Secured Party first being required
to:





 



(i) 

exhaust any remedy
it may have against any of GFN, the Grantor, GFN Holdings or GFN
Finance, or any other remedy it may have against the Grantor;
or





 



(ii) 

enforce any other
Security or Guarantee it may hold relating to the Secured Money or
the Secured Obligations.





 



13.2 Preservation of
Grantor's obligations

 


The
Grantor's obligations in this document are absolute, unconditional
and irrevocable. The liability of the Grantor under this document
extends to and is not affected by any circumstance, act or omission
which, but for this subclause, might otherwise affect it at law or
in equity including:

 



(a) 

the grant of any
time, waiver or other indulgence or concession;





 



(b) 

the discharge or
release of any of GFN, the Grantor, GFN Holdings or GFN Finance, or
any other person;





 



(c) 

any transaction or
arrangement that may take place between the Secured Party and any
of GFN, the Grantor, GFN Holdings or GFN Finance, or any other
person;





 



(d) 

the occurrence of
an Insolvency Event in relation to any of GFN, the Grantor, GFN
Holdings or GFN Finance, or any other person;





 



(e) 

the Secured Party
or any other person dealing or not dealing in any way with any
other Guarantee, Security, document or agreement;





 



(f) 

the Secured Party
or any other person:





 



(i) 

exercising or not
exercising any other Guarantee or Security or any right or remedy
conferred on it by law or in equity or by any document or
agreement; or





 



(ii) 

not recovering any
amount owing by any of GFN, the Grantor, GFN Holdings or GFN
Finance;





 



(g) 

any variation
(including a variation which increases, or extends the duration of,
the Secured Money or which increases or changes any Secured
Obligations), replacement, extinguishment, unenforceability,
failure, loss, abandonment or transfer of any document or agreement
relating to the Secured Money or the Secured Obligations (including
this document and any other Guarantee or Security held by the
Secured Party from any person at any time);





 



(h) 

the obligations of
the Grantor or any other person under this document or any other
document or agreement relating to the Secured Money or the Secured
Obligations or this document (including any other Guarantee or
Security) being or becoming illegal, void, voidable, unenforceable
or disclaimed by a liquidator or trustee for creditors or in
bankruptcy;





 



(i) 

the Secured Party
not giving the Grantor notice of any default by any of GFN, the
Grantor, GFN Holdings or GFN Finance, or any other
person;





 



(j) 

the Secured Party
not disclosing any information to the Grantor;





 



(k) 

any representation
made or information given by the Secured Party to the
Grantor;





 



(l) 

any change in the
legal capacity, rights or obligations of, or other circumstance
related to, any of GFN, the Grantor, GFN Holdings or GFN Finance,
or any other person;





 



(m) 

any legal
limitation, disability, incapacity or other circumstance related to
any of GFN, the Grantor, GFN Holdings or GFN Finance, or any other
person;





 



(n) 

any invalidity or
irregularity in the execution of any Finance Document or any
deficiency in the powers of any of GFN, the Grantor, GFN Holdings
or GFN Finance;





 



(o) 

any assignment by
the Secured Party, with or without the knowledge of any of GFN, the
Grantor, GFN Holdings or GFN Finance;





 



(p) 

any obligation of
any of GFN, the Grantor, GFN Holdings or GFN Finance being
discharged by operation of law;





 



(q) 

any person who was
intended to be bound as a guarantor or surety in relation to the
Secured Money and/or the Secured Obligations not becoming bound or
ceasing to be bound;





 



(r) 

any laches,
acquiescence, delay, act, omission or mistake on the part of, or
suffered by, the Secured Party or any other person, in relation to
this document or any other Guarantee, Security, document or
agreement;





 



(s) 

the receipt by the
Secured Party or any other person of any dividend or amount after
an Insolvency Event in relation to any of GFN, the Grantor, GFN
Holdings or GFN Finance, or any other person;





 



(t) 

any judgment or
right which the Secured Party may have or exercise against any of
GFN, the Grantor, GFN Holdings or GFN Finance, or any other
person;





 



(u) 

the opening or
operation of a new account by any of GFN, the Grantor, GFN Holdings
or GFN Finance with the Secured Party or any other
person;





 



(v) 

the amendment of
the constitution, trust deed or other constituent document of any
of GFN, the Grantor, GFN Holdings or GFN Finance;





 



(w) 

if any of GFN, the
Grantor, GFN Holdings or GFN Finance is a member of a partnership,
firm, joint venture or association, any change in the structure,
membership, name or business of that partnership, firm, joint
venture or association;





 



(x) 

if any of GFN, the
Grantor, GFN Holdings or GFN Finance is a trustee of a trust, any
breach or variation of the terms of that trust; or





 



(y) 

if any of GFN, the
Grantor, GFN Holdings or GFN Finance is a director or shareholder
of any of GFN, the Grantor, GFN Holdings or GFN Finance, any change
in that directorship or shareholding.





 



13.3 Continuity

 


Each
Security granted in clause 2.1:

 



(a) 

is a continuing
security, and remains in full force until a final irrevocable
discharge of that Security is given to the Grantor under
clause 14 despite any transaction
or other thing (including a settlement of account or intervening
payment); and





 



(b) 

will apply to the
present and future balance of the Secured Money and to the present
and future Secured Obligations.





 



13.4 Limitations on
Grantor's rights

 


Until
the Secured Money has been irrevocably paid, repaid and satisfied
in full and the Secured Obligations have been irrevocably performed
and satisfied in full, the Grantor may not:

 



(a) 

share in any
Guarantee, Security or amount received or receivable by the Secured
Party in relation to the Secured Money or the Secured Obligations
or stand in the place of the Secured Party in relation to any
Guarantee, Security or right to receive any amount;





 



(b) 

take any steps to
enforce a right or claim against any of GFN, the Grantor, GFN
Holdings or GFN Finance relating to any amount paid by the Grantor
to the Secured Party under this document or any other Finance
Document;





 



(c) 

have or exercise
any rights as surety in competition with the Secured
Party;





 



(d) 

receive, claim or
have the benefit of any payment (including a payment under a
Guarantee), distribution or Security from or on account of any of
GFN, the Grantor, GFN Holdings or GFN Finance or any other
person;





 



(e) 

in reduction of its
liability under this document, raise a defence, set off or
counterclaim available to itself, any of GFN, the Grantor, GFN
Holdings or GFN Finance, or a co-surety or co-indemnifier against
the Secured Party or claim a set off or make a counterclaim against
the Secured Party; or





 



(f) 

claim to be
entitled by way of contribution, indemnity, subrogation,
marshalling or otherwise to the benefit of any document or
agreement to which the Secured Party is a party.





 



13.5 No
marshalling

 


The
Secured Party is not under any obligation to marshal or appropriate
in favour of the Grantor or to exercise, apply, perfect or recover
any Security that the Secured Party holds at any time or any funds
or property that the Secured Party may be entitled to receive or
have a claim on.

 


13.6 Effect of Insolvency Event

 



(a) 

If any of the
Grantor, GFN Holdings or GFN Finance is wound up or bankrupted, the
Grantor irrevocably authorises the Secured Party to:





 



(i) 

prove for all
amounts that the Grantor has paid under this document;
and





 



(ii) 

retain and carry
into a suspense account and appropriate at the Secured Party's
discretion any dividends and other amounts received in relation to
the Secured Money,





 


until
the Secured Money has been irrevocably paid, repaid and satisfied
in full and the Secured Obligations have been irrevocably performed
and satisfied in full. The Secured Party is not obliged to do
this.

 



(b) 

If an Insolvency
Event has occurred in relation to any of the Grantor, GFN Holdings
or GFN Finance, any amount paid by GFN the Grantor, GFN Holdings or
GFN Finance (as the case may be) (relevant payment) will only be applied
against any Secured Money if:





 



(i) 

the Secured Party
forms the opinion in good faith (which will be conclusively binding
on the Grantor) that it will not be required to pay the relevant
payment to any person under any law relating to bankruptcy, winding
up or the protection of creditors; or





 



(ii) 

a final judgment is
given by a court of competent jurisdiction in favour of the Secured
Party that it is not required to pay the relevant payment to any
person under any law relating to bankruptcy, winding up or the
protection of creditors.





 



(c) 

If an amount is
applied against any Secured Money and the Secured Party pays or
determines that it is obliged to pay the relevant amount to any
person under any law relating to bankruptcy, winding up or the
protection of creditors:





 



(i) 

the Secured Party's
rights are to be reinstated and will be the same in relation to
that amount as if the application, or the payment or transaction
giving rise to it, had not been made; and





 



(ii) 

the Grantor must
immediately do anything (including the signing of documents)
required by the Secured Party to restore to the Secured Party any
Guarantee or Security to which it was entitled immediately before
that application or the payment or transaction giving rise to
it.





 



(d) 

Any discharge or
release between the Secured Party and the Grantor is subject to
reinstatement of the Secured Party's rights under this
subclause.





 


13.7 Notice of other interests in Non-PPS
Property

 




(a) 

If the Secured
Party receives notice of a subsequent interest in any Non-PPS
Property, it may open a new account in the Grantor's name in the
books of the Secured Party.





 



(b) 

If the Secured
Party does not open a new account under clause 13.7(a), it is taken to have done so at the
time it received notice of the subsequent interest.





 



(c) 

From the time the
new account is opened or taken to be opened, the following amounts
will be, or will be taken to be, debited or credited (as
applicable) to the new account:





 



(i) 

all financial
accommodation made by the Secured Party to the Grantor;
and





 



(ii) 

all payments and
repayments made by the Grantor to the Secured Party.





 



(d) 

Payments,
repayments and other amounts from the new account will only be
applied in reduction of other Secured Money to the extent there is
no debit balance in that account.





 



(e) 

If requested by the
Secured Party, the Grantor must ensure that any other holder of a
Security in Non-PPS Property enters into an agreement with the
Secured Party:





 



(i) 

under which the
holder agrees that the Secured Party's Security ranks ahead of that
holder's Security, for all the amount owing that is incurred after
that holder's Security was granted; and





 



(ii) 

which is otherwise
satisfactory to the Secured Party in form and
substance.





 



(f) 

The Secured Party
may notify the Grantor that its obligation to provide further
financial accommodation under any Finance Document is terminated,
in which case its obligation to do so terminates immediately,
if:





 



(i) 

the Secured Party
receives notice of a subsequent Security (other than a Permitted
Security) which affects any Non-PPS Property; and





 



(ii) 

it is of the
opinion that any financial accommodation provided to the Grantor
will not rank ahead of that subsequent Security.





 



(g) 

If this
clause 13.7 is inconsistent with
any other Finance Document, this clause prevails to the extent of
the inconsistency.





 




14.            

Release





 


The
Secured Party must at the request and cost of the Grantor release
the Secured Property from the Security created by this document and
transfer back to the Grantor any remaining Secured Property
transferred by way of security to the Secured Party under this
document:

 



(a) 

when the Secured
Party is satisfied that:





 



(i) 

all the Secured
Money has been irrevocably paid, repaid and satisfied in full or
satisfied in accordance with this document and (without limiting
this) that clause 13.6 and
clause 18.13 will not later
apply; and





 



(ii) 

all the Secured
Obligations have been irrevocably performed and satisfied in full;
and





 



(iii) 

no amount remains
contingently payable or may become payable on the security of this
document (including under an indemnity); and





 



(iv) 

if a an Event of
Default has occurred, the Secured Party has not sold or agreed to
sell the Secured Property and is not deemed to have taken any
Secured Property in satisfaction of the Secured Money or the
Secured Obligations; and





 



(b) 

on payment or
retention of all costs and expenses incurred by or payable to the
Secured Party, its Authorised Representatives or any Receiver or
Attorney in connection with the foregoing.





 


Any
discharge is subject to clause 13.6 and clause 18.13.

 




15.            

Personal
Property Securities Act





 



15.1 PPSA Further
steps

 


If the
Secured Party determines that a Finance Document (or a transaction
in connection with it) is or contains a security interest for the
purposes of the PPSA, the Grantor agrees to do anything (such as
obtaining consents, signing and producing documents, getting
documents completed and signed and supplying information) which the
Secured Party asks and considers necessary for the purposes
of:

 



(a) 

providing more
effective security over the property subject to the security
interest for payment of the Secured Money or performance of the
Secured Obligations; or





 



(b) 

ensuring that the
security interest is enforceable, perfected (including, where
possible, by control (as defined in the PPSA) in addition to
registration) and otherwise effective; or





 



(c) 

enabling the
Secured Party to apply for any registration, or give any
notification, in connection with the security interest so that the
security interest has the priority required by the Secured Party;
or





 



(d) 

enabling the
Secured Party to exercise rights in connection with the security
interest or the property subject to the security
interest.





 



15.2 PPSA
undertaking

 


If the
Grantor holds any security interests for the purposes of the PPSA,
the Grantor agrees to promptly take all reasonable steps which are
prudent for its business under or in relation to the PPSA,
including doing anything reasonably requested by the Secured Party
for that purpose, and to implement, maintain and comply in all
material respects with procedures for the perfection of those
security interests. These procedures must include procedures
designed to ensure that the Grantor takes all steps under the PPSA
to perfect continuously any such security interest including all
steps necessary:

 



(a) 

for the Grantor to
obtain the highest ranking priority possible in respect of the
security interest (such as perfecting a purchase money security
interest or perfecting a security interest by control (as defined
in the PPSA)); and





 



(b) 

to reduce as far as
possible the risk of a third party acquiring an interest free of
the security interest (such as including the serial number in a
financing statement for personal property that may or must be
described by a serial number).





 


If the
Secured Party asks, the Grantor agrees to arrange at the
Grantor’s expense an audit of the above PPSA procedures. The
Secured Party may ask the Grantor to do this if it reasonably
suspects that the Grantor is not complying with this
clause.

 



15.3 Costs of further
steps and undertaking

 


Everything the
Grantor is required to do under this clause 15 is at the Grantor’s expense. The
Grantor agrees to pay or reimburse the costs and expenses of the
Secured Party in connection with anything the Grantor is required
to do under this clause 15.

 


15.4 Exclusion of PPSA provisions

 


To the
extent the law permits:

 



(a) 

for the purposes of
sections 115(1) and 115(7) of the PPSA:





 



(i) 

the Secured Party
need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d)
or 132(4); and





 



(ii) 

sections 142 and
143 are excluded;





 



(b) 

for the purposes of
section 115(7) of the PPSA, the Secured Party need not comply with
sections 132 and 137(3); and





 



(c) 

if the PPSA is
amended after the date of this document to permit the Grantor and
the Secured Party to agree not to comply with or to exclude other
provisions of the PPSA, the Secured Party may notify the Grantor
that any of those provisions is excluded, or that the Secured Party
need not comply with any of those provisions, as notified to the
Grantor by the Secured Party.





 



15.5 Exercise of rights by
Secured Party

 


If the
Secured Party exercises a right, power or remedy in connection with
this document, that exercise is taken not to be an exercise of a
right, power or remedy under the PPSA unless the Secured Party
states otherwise at the time of exercise. However, this clause does
not apply to a right, power or remedy which can only be exercised
under the PPSA.

 


15.6 No
notice required unless mandatory

 


To the
extent the law permits, the Grantor waives:

 



(a) 

its rights to
receive any notice that is required by:





 



(i) 

any provision of
the PPSA (including a notice of a verification statement);
or





 



(ii) 

any other law
before the Secured Party or a Receiver exercises a right, power or
remedy; and





 



(b) 

any time period
that must otherwise lapse under any law before the Secured Party or
Receiver exercises a right, power or remedy.





 


If the
law which requires a period of notice or a lapse of time cannot be
excluded, but the law provides that the period of notice or lapse
of time may be agreed, that period or lapse is one day or the
minimum period the law allows to be agreed (whichever is the
longer).

 


However, nothing in
this clause prohibits the Secured Party or any Receiver from giving
a notice under the PPSA or any other law.

 


15.7 Confidentiality Agreement

 



(a) 

In this
clause 15.7, all references to
sections are to sections in the PPSA.





 




(b) 

The parties agree
not to disclose information of the kind mentioned in section
275(1), except in the circumstances required by sections 275(7)(b)
to (e). The Grantor must obtain the Secured Party's consent before
authorising the disclosure of information under section 275(7)(c)
or requesting information under section 275(7)(d). Nothing in this
paragraph prevents any disclosure by the Secured Party that it
believes is necessary to comply with its other obligations under
the PPSA.





 



(c) 

To the extent that
it is not inconsistent with clause 15.7(b) constituting a ‘confidentiality
agreement’ for the purposes of section 275(6)(a), the Grantor
agrees that the Secured Party may disclose information of the kind
mentioned in section 275(1) to the extent that the Secured Party is
not doing so in response to a request made by an ‘interested
person’ (as defined in section 275(9)) pursuant to section
275(1).





 



(d) 

Each party consents
to the disclosures made in accordance with this
clause.





 



15.8 PPS Security
Interests

 



(a) 

The Grantor
acknowledges that this document gives rise, or may give rise, to
one or more PPS Security Interests.





 



(b) 

To the extent that
any such PPS Security Interest can be perfected by control (as
defined in the PPSA), the Grantor must do anything required by the
Secured Party to enable it to perfect that PPS Security Interest by
control (as defined in the PPSA).





 



(c) 

To the extent that
any such PPS Security Interest is over personal property of a type
referred to in section 340(5) of the PPSA, the Grantor must do
anything required by the Secured Party to enable it to control (as
defined in the PPSA) that property for the purposes of section
340(2)(b) of the PPSA.





 



15.9 Authority to register
and waiver of right to receive verification
statements

 


The
Grantor acknowledges that the Secured Party may, at the Grantor's
cost, register one or more financing statements, or give any
notification, in relation to any PPS Security Interest provided for
by this document.

 




15.10 


Appointment of Grantor as nominee





 


For the
purposes of section 153 of the PPSA, the Secured Party appoints the
Grantor as its nominee, and authorises the Grantor to act on its
behalf, in connection with a registration under the PPSA of any
security interest in favour of the Grantor which is:

 



(a) 

evidenced or
created by chattel paper;





 



(b) 

perfected by
registration under the PPSA; and





 



(c) 

transferred to the
Secured Party under this document.





 


This
authority ceases when the registration is transferred to the
Secured Party.

 




15.11 


Other rights





 


Where
the Secured Party has rights, powers, remedies and discretions in
addition to, or existing separately from, those in Chapter 4 of the
PPSA, those rights, powers, remedies and discretions will continue
to apply and are not limited or excluded (or otherwise adversely
affected) by the PPSA. This is despite clause 15.4 or any other provisions of a Finance
Document.

 



16.            

Anti-money
laundering





 



16.1 Anti-money
laundering

 



(a) 

The Grantor agrees
that the Secured Party may delay, block or refuse to process any
Suspicious Transaction without incurring any liability to any
person.





 



(b) 

Notwithstanding any
other provision of any Finance Document to the contrary, the
Grantor must provide all information and documents to the Secured
Party which the Secured Party reasonably requires in order to
manage its money-laundering, terrorism-financing or economic and/or
trade sanctions risk or to comply with AML CTF Laws or any other
laws or regulations in Australia or any other country.





 



(c) 

The Grantor agrees
that the Secured Party may disclose any information or documents
concerning the Grantor to any law enforcement agency, regulatory
agency, court or other person where required by any law or
regulation in Australia or elsewhere and such disclosure will not
breach any duty (including any duty of confidentiality) owed by the
Secured Party to any other party to any Finance Document. The
Grantor releases the Secured Party in respect of any claim they
would otherwise have in respect of such disclosure.





 



(d) 

Unless the Grantor
has disclosed that it is acting in a trustee capacity or on behalf
of another party, the Grantor represents and warrants that it is
acting on its own behalf in entering into the Finance Documents to
which it is a party.





 



(e) 

The Grantor
declares and undertakes to the Secured Party that the processing of
any transaction by the Secured Party in accordance with the
Grantor's instructions will not breach any laws or regulations in
Australia or any other country.





 



(f) 

Notwithstanding any
other provision of any Finance Document to the contrary, the
Secured Party is not obliged to do or omit anything if it would, or
might in its reasonable opinion, constitute a breach of any AML CTF
Laws or economic and/or trade sanctions laws or regulations
applicable to the Secured Party, including, as applicable, the
Charter of the United Nations Act 1945 (Cth), the Charter of the
United Nations (Dealing with Assets) Regulations 2008 (Cth) and the
Autonomous Sanctions Regulations 2011 (Cth).





 



17.            

Amendment
and assignment





 



17.1 Amendment

 


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

 


17.2 Assignment

 



(a) 

The Grantor may not
assign, novate, transfer, sub-participate, encumber, declare a
trust over or otherwise deal with all or any of its rights and/or
obligations under this document without the prior written consent
of the Secured Party.





 



(b) 

The Secured Party
may assign, novate, transfer, sub-participate, encumber, declare a
trust over or otherwise deal with all or any of its rights and/or
obligations under this document without being required to obtain
the consent of any of GFN, the Grantor, GFN Holdings or GFN
Finance, or to provide any notice to any of GFN, the Grantor, GFN
Holdings or GFN Finance. The Secured Party may disclose to any
potential holder of any right and/or obligation any information
relating to the Finance Documents or any party to
them.





 



(c) 

The Grantor agrees
to do or execute anything reasonably requested by the Secured Party
to effect an assignment, novation, transfer or other dealing under
this clause 17.2.





 



18.            

General





 



18.1 Governing
law

 


This
document is governed by New South Wales law.

 


18.2 Jurisdiction

 




(a) 

The courts having
jurisdiction in New South Wales have exclusive jurisdiction to
settle any dispute arising out of or in connection with this
document (including a dispute regarding the existence, validity or
termination of this document) (Dispute).





 



(b) 

The parties agree
that those courts are the most appropriate and convenient courts to
settle Disputes and accordingly no party will argue to the
contrary.





 



(c) 

Each party
irrevocably waives any objection it may now or in the future have
to the venue of any proceedings, and any claim it may now or in the
future have that any proceedings have been brought in an
inconvenient forum, where that venue falls within
paragraph 18.2(a)
above.





 



(d) 

This
clause 18.2 is for the benefit of
the Secured Party only. As a result, the Secured Party will not be
prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction. To the extent allowed by law, the
Secured Party may take concurrent proceedings in any number of
jurisdictions.





 



18.3 Liability for own
expenses

 


The
Grantor is liable for its own costs and expenses in complying with
this document, including where it does so at the Secured Party's
request or for the Secured Party's benefit.

 


18.4 Giving effect to documents

 


(a) The
Grantor must do anything (including executing any transfer in blank
or any other transfer or other document), and must ensure that its
employees and agents do anything, that the Secured Party may
reasonably require to:

 


(i) give full
effect to each Finance Document;

 


(ii) better or
more fully secure the rights, remedies and powers of the Secured
Party under each Finance Document or to enable the Secured Party to
exercise those rights, remedies and/or powers;

 


(iii) better
or more fully secure the property the subject of any Security
Document to the Secured Party;

 


(iv) bind the
Grantor and any other person intended to be bound under any Finance
Document;

 


(v) enable the
Secured Party to register any power of attorney contained in any
Finance Document;

 


(vi) show
whether the Grantor and/or any of GFN, GFN Holdings or GFN Finance
is complying with each or any Finance Document;

 


(vii) continuously
perfect the Security created or intended to be created under or
evidenced by any Security Document or other Finance
Document;

 


(viii) facilitate
the exercise of any rights, powers and/or remedies of the Secured
Party provided by, under or pursuant to any Finance Documents or
law;

 


(ix) ensure
that each Security created under or evidenced by any Finance
Document is enforceable and effective;

 


(x) protect
the Secured Party's position under each Finance Document and/or in
relation to any property referred to in this clause 18.4 in the context of the PPSA;

 


(xi) enable
the Secured Party to apply for any registration, or give any
notification, or do any other thing in connection with any Security
so that the Security has the priority intended by the Secured
Party; and/or

 


(xii) enable
the Secured Party to exercise rights, powers and/or remedies in
connection with any Security.

 


(b) The
Grantor agrees that the Secured Party may complete and fill in any
blanks in any Finance Document or in any document connected with a
Finance Document (such as financing statements, financing change
statements, amendment demands or transfers for any part of the
Secured Property).

 



18.5 Right to make good a
default

 


(a) If the Grantor
breaches this document, the Secured Party may do everything it
considers to be necessary or desirable to attempt to remedy the
breach to the Secured Party's satisfaction. The Secured Party is
not obliged to do so. Any liabilities or expenses incurred by the
Secured Party in attempting to remedy any such breach must be
reimbursed by the Grantor on demand.

 


(b) Clause 18.5(a)
does not limit any other right the Secured Party has under this
document or at law.

 



18.6 Certificates and
disputes

 


(a) The
Secured Party may rely on a certificate issued by any person who
claims to be entitled to any amount received from the exercise of
any right in relation to the Secured Property which states that the
Grantor owes it a certain amount, without making any further
enquiry.

 


(b) If there
is any dispute between any persons (other than the Secured Party)
regarding an entitlement to receive any amount received from the
exercise of any right in relation to the Secured Property, the
Secured Party may pay that amount into court, and after doing so
does not have any further obligation in respect of that
amount.

 



18.7 Remedies and
waivers

 


No
failure to exercise, nor any delay in exercising, on the part of
the Secured Party, any Attorney or any Receiver, any right or
remedy under the Finance Documents will operate as a waiver, nor
will any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or
remedy. A waiver of a right on one or more occasions does not
operate as a waiver of that right or as an estoppel precluding
enforcement of that right if it arises again. The rights and
remedies provided in the Finance Documents are cumulative and not
exclusive of any rights or remedies provided by law.

 



18.8 Operation of this
document

 


(a) Any right
that the Secured Party, an Attorney or a Receiver may have under
the Finance Documents is in addition to, and does not replace or
limit, any other right that the Secured Party, an Attorney or the
Receiver may have.

 


(b) If, at any
time, any provision of this document is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way
be affected or impaired.

 



18.9 Operation of
indemnities

 


(a) Each
indemnity in this document survives the expiry or termination of
this document.

 


(b) The
Secured Party or any other person indemnified under this document
may recover a payment under an indemnity in this document before it
makes the payment in respect of which the indemnity is
given.

 


(c) If a
provision of this document is expressed to:

 


(i) indemnify;

 


(ii) exclude
or limit any liability of; or

 


(iii) otherwise
benefit,

 


a
person who is not a party to this document, the Grantor agrees that
the Secured Party holds the benefit of that indemnity, exclusion,
limitation or other benefit on trust for that person and may
enforce this document on their behalf and for their
benefit.

 


(d) Unless the
Secured Party directs or instructs to the contrary, a person who is
entitled to be indemnified under this document may recover the
amount to be indemnified direct from the Secured
Property.

 



18.10 Consents

 


Where a
Finance Document contemplates that the Secured Party, a Receiver or
an Attorney may agree or consent to something (however it is
described), the Secured Party, the Receiver or the Attorney, as the
case may be, may:

 


(a) agree or
consent, or not agree or consent, in its absolute discretion;
and

 


(b) agree or
consent subject to conditions,

 


unless
that document expressly contemplates otherwise.

 



18.11 Statements by the
Secured Party

 


A
statement by the Secured Party or by an authorised representative
or attorney of the Secured Party on any matter relating to this
document (including any amount owing by any of GFN, the Grantor,
GFN Holdings or GFN Finance is conclusive unless clearly wrong on
its face.

 



18.12 Set–off and
Combination of Accounts

 


(a) If an
Event of Default or Review Event occurs the Secured Party may, but
need not, set off any obligation due from the Grantor under the
Finance Documents against any obligation owed by the Secured Party
to the Grantor (whether or not matured), regardless of the place of
payment, booking branch or currency of either obligation. If the
obligations are in different currencies, the Secured Party may
convert either obligation at a market rate of exchange in its usual
course of business for the purpose of the set-off.

 


(b) If an
Event of Default or Review Event occurs the Secured Party may, but
need not, combine any account that the Grantor holds with it at any
branch or office (in Australia or elsewhere) with any amount owing
by the Grantor to it under the Finance Documents. For this purpose
the Secured Party may change the terms (including the repayment
date) of any account or other payment obligation between the
parties and convert amounts into different currencies at a market
rate of exchange.

 


18.13 Reinstating avoided
transaction

 


(a) The Grantor agrees
that if a payment or other transaction relating to the Secured
Money or the Secured Obligations is void, voidable, unenforceable
or defective for any reason or a related claim is upheld, conceded
or settled (each an Avoidance), then even if the Secured
Party knew or should have known of the Avoidance:

 


(i) each
right, remedy, power or discretion of the Secured Party, any
Receiver or any Attorney under this document or any other Finance
Document will be what it would have been, and will continue, as if
the payment or transaction the subject of the Avoidance had not
occurred; and

 


(ii) the
Grantor must immediately execute and do anything required by the
Secured Party to restore to the Secured Party its position
immediately before the Avoidance (including reinstating any Finance
Document).

 


(b) This
clause 18.13survives any
termination or full or partial discharge or release of this
document or any other Finance Document.

 



18.14 No
merger

 


Nothing
in this document merges with any other Security, or any Guarantee,
judgment or other right or remedy, that the Secured Party, any
Receiver or an Attorney may hold at any time.

 



18.15 Exclusion of
contrary legislation

 


Any
legislation that affects an obligation of the Grantor in a manner
that is adverse to the interests of the Secured Party, any Receiver
or any Attorney, or adversely affects the exercise by the Secured
Party, any Receiver or any Attorney of a right or remedy, under or
relating to this document is excluded to the full extent permitted
by law.

 



18.16 Consideration

 


Each
party acknowledges receiving good and valuable consideration for
entering into this document and incurring obligations under this
document.

 



18.17 Counterparts

 


This
document may be executed in counterparts.

 



18.18 Execution by fewer
than all parties

 


This
document binds each of the persons executing it even
if:

 


(a) one or
more of the persons named in this document as the Grantor does not
execute this document or is not bound or ceases to be bound by this
document; or

 


(b) the
Secured Party does not execute or only subsequently executes this
document.

 



18.19 Execution
Declaration

 


Each
person who executes this document 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.

 


18.20 Tax
gross-up

 


(a) The
Grantor must make all payments to be made by it under this Deed
without any tax deduction unless such tax deduction is required by
law.

 


(b) The
Grantor must promptly upon becoming aware that it must make a tax
deduction (or that there is any change in the rate or the basis of
a tax deduction) notify the other Parties.

 


(c) If a tax
deduction is required by law to be made by the Grantor except in
relation to a tax described in Section 18.21(b)(i), the Grantor
must pay an additional amount together with the payment so that,
after making any tax deduction, the Secured Party receives an
amount equal to the payment which would have been due if no tax
deduction had been required.

 


(d) If the
Grantor is required to make a tax deduction, the Grantor must make
that tax deduction and any payment required in connection with that
tax deduction within the time allowed and in the minimum amount
required by law.

 


(e) Within 30
days of making either a tax deduction or any payment required in
connection with that tax deduction, the Grantor must deliver to the
Secured Party evidence satisfactory to the Secured Party, acting
reasonably, that the tax deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing
authority.

 



18.21 Tax
indemnity

 


(a) The Grantor must
(within three Business Days of demand by the Secured Party) pay to
the Secured Party, or procure that there is paid to the Secured
Party, an amount equal to the Loss which the Secured Party
determines will be or has been (directly or indirectly) suffered or
incurred for or on account of tax by the Secured Party in respect
of this Deed or a transaction or payment under it.

 


(b) Paragraph 18.21(a)
above does not apply:

 


(i) with
respect to any tax assessed on the Secured Party under the law of
the jurisdiction in which the Secured Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which the Secured
Party is treated as resident for tax purposes if that tax is
imposed on or calculated by reference to the net income received or
receivable (but not any sum actually or deemed to be received or
receivable) by the Secured Party; or

 


(ii) to the
extent the relevant Loss is compensated for by an increased payment
under clause 18.20.

 


(c) If the
Secured Party makes or intends to make a claim under
paragraph 18.21(a) above, the
Secured Party must promptly notify the Grantor of the event which
will give, or has given, rise to the claim.

 



18.22 Stamp duties,
registration and similar Taxes

 


The
Grantor must:

 


(a) pay;
and

 


(b) within
three Business Days of demand, indemnify the Secured Party against
any Loss that the Secured Party suffers or incurs in relation
to,

 


all
stamp duty, registration and other similar taxes payable in respect
of this Deed.

 



19. Notices




 



19.1 Communications in
writing

 


Subject
to clause 19.6, any communication to
be made under or in connection with the this Deed must be made in
writing and, unless otherwise stated, may be made by fax or letter
or by electronic transmission.

 



19.2 Addresses

 


Subject
to clause 19.6, the address and fax
number and email address (and the department or officer, if any,
for whose attention the communication is to be made) of each Party
for any communication or document to be made or delivered under or
in connection with this Deed is that identified in the Details
section at the beginning of this document or in Schedule 2 or any
substitute address, fax number, email address, or department or
officer as the Party may notify to the other party by not less than
five Business Days’ notice.

 



19.3 Delivery

 


(a) Subject to
clause 19.6, any such communication or
document will only be effective:

 


(i) if by way
of fax, when received in legible form;

 


(ii) if by way
of letter, when it has been left at the relevant address or three
Business Days after being deposited in the post postage prepaid in
an envelope addressed to it at that address; or

 


(iii) if by
way of electronic transmission when received in legible form by the
recipient and, if a particular department or officer is specified
as part of its address details provided in the Details section at
the beginning of this document or in Schedule 2 of this
document or in any
substitute address, fax number, email address, or department or
officer as the Party may notify to the other party, if addressed to
that department or officer.

 


(b) Subject to
clause 19.6, any communication or
document to be made or delivered to the Secured Party will be
effective only when actually received by the Secured Party and then
only if it is expressly marked for the attention of the department
or officer specified as part of its address details provided in the
Details section at the beginning of this document or in Schedule 2 of this document
(or any substitute department or officer as the Secured Party
specifies for this purpose).

 


(c) If
delivery, receipt or transmission is not on a Business Day or is
after 5.00pm on a Business Day, the communication is taken to be
received at 9.00am on the next Business Day.

 


(d) All
notices must be signed by an Authorised Representative of the
sender.

 



19.4 Reliance

 


Any
communication sent under this clause 19 (Notices) can be relied on by the
recipient if the recipient reasonably believes the communication to
be genuine and if it bears what appears to be the signature
(original or facsimile) of an Authorised Representative of the
sender (without the need for further enquiry or confirmation). Each
Party must take reasonable care to ensure that no forged, false or
unauthorised communications are sent to another Party.

 



19.5 English
language

 


(a) Any notice
given under or in connection with any this Deed must be in
English.

 


(b) All other
documents provided under or in connection with this Deed must
be:

 


(i) in
English; or

 


(ii) if not in
English, and if so required by the Secured Party, accompanied by a
certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional,
statutory or other official document.

 


19.6 Electronic Communications

 


(a) In this
clause 19.6:

 


Communication means any instruction,
notice, consent, request, approval, acceptance, confirmation,
information or document.

 


Electronic Communication means a
Communication transmitted by electronic means, including facsimile,
email or any other electronic way of sending, receiving and/or
retrieving data now or in the future.

 


(b) If the
Grantor sends Electronic Communications:

 


(i) the
Grantor acknowledges that there are risks in communicating in this
manner and agrees that it is responsible for those
risks;

 


(ii) the
Grantor must comply with any security measures agreed with the
Secured Party (security
procedures); and

 


(iii) if the
Secured Party receives an Electronic Communication it believes to
be genuine and which complies with the security procedures (if
any):

 


(A) the
Secured Party need not verify the authenticity or completeness of
the Communication, even if the Communication instructs the Secured
Party to make a payment; and

 


(B) any such
Communication will be treated as authorised by the Grantor and will
be binding on it.

 


(c) The
Secured Party may give the Grantor notice at any time that it will
no longer accept any, or specified, Electronic Communications. The
notice is effective from when it is received by the Grantor until
the Secured Party notifies the Grantor in writing that it will
again accept Electronic Communications, or Electronic
Communications of the specified type, as the case may
be.


 




	

29149514.1
AVT AVT

	
 







 








 





 


 


Schedule
1 – Serial numbered property

 




 


The
Secured Party has a Security in serial numbered goods which are
Secured Property irrespective of whether they are listed below.
This Schedule provides additional information about the Secured
Property to which it refers.

 



eg Motor Vehicles


	


Grantor

	


Name of Manufacturer

	


No of Manufacturer*

	


Model Name

	


Year Made

	


Registration No

	


Vehicle Identification or Chassis Number*

	


Engine No

	


Principal Location


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 






 


 


 




 








 






Schedule
2 – Notice Details

 




 


Secured
Party:

 


Bison
Capital Partners V, L.P.

 


233
Wilshire Boulevard

 


Suite
425

 


Santa
Monica, CA 90401

 


Attention: Douglas
B. Trussler

 


Telephone: 310.260.6570

 


Facsimile: 310.260.6576

 


Email: dtrussler@bisoncapital.com

 



Grantor:

 


c/o
General Finance Corporation

 


39 East
Union Street

 


Pasadena,
California 91103

 


 

 


Attention: Christopher
A. Wilson

 


Telephone: 626.204.6308

 


Facsimile: 626.795.8090

 


Email:  notices@generalfinance.com


 




 








 






 


Schedule
3 – Share Transfer Form

 





 




 








 






 

 



Executed as a deed.

 



SECURED PARTY

 


BISON
CAPITAL PARTNERS V, L.P., a Delaware limited
partnership

 

 


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner

 

 


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner

 

 


 

 

 


By:      

 


Name: Douglas
B. Trussler

 


Title: Managing
Member


 

 


 

 



GRANTOR


 

 


GFN
U.S. AUSTRALASIA HOLDINGS, INC.

 

 


By:
      

 


Name:  Charles
E. Barrantes


Title: Chief
Financial Officer


 

 


 




 








 






General
Security Deed




 


 

 


 

 


 


BISON
CAPITAL PARTNERS V, L.P. General Security Deed




 


 

 


 

 


 

 



BISON CAPITAL PARTNERS V, L.P.

 



GFN ASIA PACIFIC FINANCE PTY LTD.


 

 

 


 

 


 

 


 

 


 

 


 




 








 





 


Contents

 


1. Definitions and
interpretation 1

 


2. Security 13

 


3. Restrictions on dealing with Secured
Property 14

 


4. Representations and
warranties 16

 


5. Grantor's undertakings 17

 


6. Secured Party's powers 23

 


7. Power of Attorney 25

 


8. Enforcement 26

 


9. Appointment of Receiver 26

 


10. Protection of Secured Party and
Appointees 31

 


11. Protection of Third
Parties 32

 


12. Application of Money 33

 


13. Continuing Security and Third Party
Provisions 35

 


14. Release 40

 


15. Personal Property Securities
Act 40

 


16. Anti-money laundering 43

 


17. Amendment and assignment 44

 


18. General 45

 


19. Notices 50

 


Schedule 1 –
Serial numbered property 53

 


Schedule 2 –
Notice Details 54

 


Schedule 3 –
Share Transfer Form 56

 


 




	

29149514.1
AVT AVT

	
 







 








 







General Security Deed

 


Date

 


Parties

 


1. Bison
Capital Partners V, L.P. of 233 Wilshire Boulevard, Suite 425,
Santa Monica, California 90401, U.S.A. (Secured Party)

 


2. GFN Asia
Pacific Finance Pty Ltd. (ACN 620128001) of c/o General Finance
Corporation, 39 East Union Street, Pasadena, California 91103,
U.S.A. (Grantor)

 


Recitals

 




A.

On or about [ ]
July 2017, the Secured Party of the one part, and the Grantor, GFN,
GFN Holdings and GFN USA Holdings, of the other part, entered into
the SPA.





 




B.

On or about the
date of this Deed, the transaction the subject of the SPA
completed, and the Secured Party was issued with the Convertible
Note and the Senior Note, in each case by GFN Holdings and the
Grantor, GFN USA Holdings provided the Guaranty in favour of the
Secured Party in relation to the performance by each of GFN
Holdings and the Grantor in relation to the Convertible Note and
the Senior Note.





 




C.

The Grantor, GFN,
GFN Holdings and GFN USA Holdings are Related Bodies Corporate and
will each benefit, directly or indirectly, from the Secured Party
performing its obligations under the Convertible Note and the
Senior Note.





 




D.

As at the date of
this Deed, at least 90% of the issued share capital in Royal Wolf
Holdings is held by either GFN Holdings and/or GFN USA Holdings.
Royal Wolf Holdings and its subsidiaries, among others, have
entered into the DB Facility.





 




E.

As an issuer of the
Convertible Note and the Senior Note to the Secured Party, the
Grantor wishes to enter this Deed to better enable the Secured
Party to secure its rights under the Convertible Note and the
Senior Note.





 


Operative
provisions

 



1. Definitions and interpretation




 



1.1 Definitions

 


Administrator means an administrator as
defined under section 9 of the Corporations Act.

 


AML CTF Laws means any law or regulation
in any applicable jurisdiction which relates to the prevention of
money laundering, terrorism financing and/or the provision of
financial and/or other services to any persons which may be subject
to sanctions, including the Anti-Money Laundering and Counter-Terrorism
Financing Act 2006 (Cth).

 


Attorney means an attorney appointed
under this Deed and any attorney’s substitute or
delegate.

 


Authorised Representative
means:

 


(a) for the
Secured Party:

 


(i) a company
secretary or director or attorney of the Secured Party or an
employee of the Secured Party whose title includes the word
‘Manager’, ‘Director’,
‘Counsel’, ‘Chief’ or
‘Head’;

 


(ii) a person
who is acting temporarily in one of those positions;
or

 


(iii) a
person, or a person holding a position, nominated as an
‘Authorised Officer’ or ‘Authorised
Representative’ by the Secured Party to the Grantor;
and

 


(b) for the
Grantor, any person nominated as an ‘Authorised
Officer’ or ‘Authorised Representative’ by the
Grantor to the Secured Party in a notice or certificate
and:

 


(i) whose
identity has been verified to the satisfaction of the Secured Party
in order to comply with AML CTF Laws; and

 


(ii) in
respect of whom the Secured Party has not received notice of
revocation of the appointment.

 


Avoidance has the meaning given to that
term in clause 18.13(a).

 


Business Day means a day (other than a
Saturday or Sunday) on which banks are open for general business in
Sydney and Melbourne.

 


Control Event means:

 


(a) in respect
of any Secured Property that is, or would have been, a Revolving
Asset:

 


(i) the
Grantor breaches, or attempts to breach, clause 3.1(a)(i) in respect of the Secured Property
or takes any step which would result in it doing so;

 


(ii) a person
takes a step (including signing a notice or direction) which may
result in a Tax, or an amount owing to a Governmental Agency,
ranking ahead of the Security in the Secured Property under this
document;

 


(iii) distress
is levied or a judgment, order or Security is enforced or a
creditor takes any step to levy distress or enforce a judgment,
order or Security, over the Secured Property; or

 


(iv) the
Secured Party gives a notice to the Grantor that the Secured
Property is not a Revolving Asset if it reasonably considers that
it is necessary to do so to protect its rights under this document
or if an Event of Default is continuing; or

 


(b) in respect
of all Secured Property that is or would have been Revolving
Assets, an Insolvency Event occurs in respect of the
Grantor.

 


Controller means a controller as defined
in section 9 of the Corporations Act.

 


Convertible Note means the secured
senior convertible promissory note in the aggregate principal
amount of US$26,000,000 issued by the Grantor and GFN Holdings to
the Secured Party, and which is subject to the SPA and associated
convertible note deed, and any documents ancillary to
same.

 


Corporations Act means the Corporations Act 2001
(Cth).

 


DB Facility has the same meaning as
given to the expression "Deutsche Bank Credit Documents" in the
SPA.

 


Deed means the document and any
schedules, annexures or attachments to it.

 


Event of Default means any event or
circumstance occurring that would:

 


(a) constitute
an event of default or default (however described), a review event
(however described) or a termination event (however described) by
any party, other than the Secured Party (or any of its Related
Bodies Corporate, as the case may be), under any Finance Document;
or

 


(b) constitute
an event of default or default (however described), a review event
(however described) or a termination event (however described)
under any document forming part of the DB Facility;

 


(c) without
limitation, result in any person or persons who at the date of this
Deed hold the entirety of the issued capital of any of: Grantor,
GFN Holdings, GFN USA Holdings or Royal Wolf Holdings, or a
Subsidiary of Royal Wolf Holdings, ceasing to own the entirety of
the issued capital of that entity (other than as may be anticipated
by the transaction the subject of the SPA); or

 


(d) without
limitation, constitute an Insolvency Event in respect of any of:
Grantor, GFN Holdings, GFN USA Holdings, Royal Wolf Holdings, or a
Subsidiary of Royal Wolf Holdings,

 


or any
event or circumstance which would (with the expiry of a grace
period, the giving of notice, the making of any determination or
any combination of any of the foregoing) result in such an event or
circumstance.

 


Finance Documents means:

 


(c) this
Deed;

 


(d) the
SPA;

 


(e) the
Convertible Note;

 


(f) the Senior
Note;

 


(g) Guaranty;

 


(h) each
Security Document;

 


(i) each
priority and/or subordination and/or intercreditor document
(however named or described) that refers to any of the Secured
Money and that is entered into at any time between one or more of
GFN, the Grantor, GFN Holdings, GFN USA Holdings, the Secured Party
and one or more other persons;

 


(j) each other
document that includes or contains any obligation, undertaking,
indemnity, representation and/or warranty of or given by or made by
any of GFN, the Grantor, GFN Holdings, or GFN USA Holdings with,
to, in favour of and/or for the benefit of the Secured
Party;

 


(k) each other
document designated or agreed in writing by the Secured Party and
the Grantor as being a ‘Finance Document’ for the
purposes of this definition and/or this document;

 


(l) each
document that is entered into under any document included as a
‘Finance Document’ in any of the above paragraphs;
and

 


(m) each
document that amends, supplements, replaces or novates any document
included as a ‘Finance Document’ in any of the above
paragraphs,

 


and
Finance Document means any
of them as the context may require or permit.

 


GFN means General Finance Corporation (a
Delaware corporation).

 


GFN Holdings means GFN Asia Pacific
Holdings Pty Ltd. (ACN 620127791).

 


GFN USA Holdings means GFN U.S.
Australasia Holdings, Inc. (a Delaware corporation).

 


Governmental Agency means:

 


(n) the Crown,
any government or any governmental, semi-governmental or judicial
authority, agency or entity;

 


(o) any
statutory corporation or any self-regulatory entity established
under statute;

 


(p) any stock
or securities exchange; or

 


(q) any other
person (whether autonomous or not) who is charged with the
administration of a law or regulation.

 


Guarantee means a guarantee, indemnity,
letter of credit, legally binding letter of comfort or other
undertaking or obligation of any kind:

 




(r)

to provide funds
(whether by the advance or payment of money, the purchase of or
subscription for shares or other securities, the purchase of assets
or services, or otherwise), or otherwise to make property
available, for the payment or discharge of;





 


(s) to
indemnify any person against the consequences of default in the
payment or performance of; or

 


(t) to be
responsible for,

 


any
obligation or liability of another person or the assumption of any
responsibility or obligation in respect of the solvency or
financial condition of another person.

 


Guaranty has the same meaning as given
to that expression in the SPA.

 


Insolvency Event means, in respect of a
person, any of the following:

 





(u)

(insolvency)





 

 


(i) it becomes
insolvent within the meaning of section 95A of the Corporations
Act, states or admits inability to pay its debts, or suspends
payment to all or a class of its creditors generally;
or

 


(ii) it is
taken to have failed to comply with a statutory demand under
section 459F(1) of the Corporations Act and has not otherwise
applied to a court pursuant to section 459G of the Corporations
Act; or

 


(iii) it is
presumed, deemed or taken to be insolvent under the Corporations
Act or otherwise at law or any circumstance specified in section
461 of the Corporations Act applies to it;

 


(v) (winding
up) any step is taken:

 


(i) to pass a
resolution or a resolution is passed;

 


(ii) to make
an application or an application is made; or

 


(iii) to make
an order or an order is made,

 


for the
winding up or liquidation of that person, or its winding up or
liquidation commences for any other reason;

 


(w) (administration)
any step is taken:

 


(i) to appoint
an Administrator to that person, or an Administrator is appointed
to that person; or

 


(ii) to pass a
resolution to appoint an Administrator to that person, or a
resolution to appoint an Administrator to that person is passed
;

 


(x) (Controller)
any step is taken:

 


(i) to pass a
resolution to appoint a Controller, or a resolution is passed to
appoint a Controller; or

 


(ii) to
appoint a Controller or a Controller is appointed,

 


to that
person or any asset of that person;

 


(y) (Security)
the holder of a Security or any agent on its behalf takes
possession of any of that person’s property;

 


(z) (restructuring) any
step is taken to convene a meeting or a meeting is convened to
consider the entry into by that person of, or any step is taken
toward that person entering into or that person enters into, any
arrangement, composition or compromise with, or assignment for the
benefit of, any of its members, beneficiaries or creditors, or any
scheme of arrangement in relation to that person or any of its
assets, or any voluntary administration or reorganisation of that
person;

 


(aa) (cessation
of business) any step is taken by that person to cease or it
threatens to cease or ceases to carry on all or a substantial part
of its business;

 


(bb) (deregistration)
that person is deregistered or any step is taken to deregister it
under the Corporations Act;

 


(cc) (insolvent
under administration) that person becomes, or takes any step
toward that person becoming, an insolvent under administration (as
defined in section 9 of the Corporations Act);

 


(dd) (natural
person) without limiting any other paragraph in this
definition, if that person is a natural person, that
person:

 


(i) dies or
becomes, or is declared to be, mentally or physically incapable of
managing his or her affairs or is imprisoned;

 


(ii) takes any
step to become or be declared bankrupt, is or is deemed or presumed
by law or a court to be insolvent or bankrupt; or

 


(iii) takes
any step to obtain protection or is granted protection from its
creditors under any applicable legislation, or an Administrator is
appointed to him or her or any of his or her assets;
or

 


(ee) (analogous
event) an analogous or equivalent event to any listed above
occurs in relation to that person in any jurisdiction,

 


unless
this takes place with the prior written consent or approval of the
Secured Party as part of a solvent reconstruction, amalgamation,
merger or consolidation.

 


Intermediate Shares means all of the
issued share capital from time to time in Royal Wolf
Holdings.

 


Loss means a loss, claim, action,
damage, liability, cost, charge, expense, penalty, compensation,
fine or outgoing paid, suffered or incurred and includes legal fees
and disbursements.

 


Marketable Security means:

 


(ff) a
marketable security as defined in section 9 of the Corporations
Act;

 


(gg) a
negotiable instrument;

 


(hh) a unit or
other interest in a trust or partnership;

 


(ii) any other
investment instrument;

 


(jj) any
intermediated security;

 


(kk) a right
or an option in respect of any of the above, whether issued or
unissued;

 


and,
without limitation, includes the Intermediate Shares.

 


Non-PPS Property means all Secured
Property that is not PPS Property.

 


Permitted Security means:

 


(ll) each
Security in favour of the Secured Party created by any Security
Document;

 


(mm) any lien
or charge arising by operation of law in the ordinary course of
ordinary business so long as the debt or amount it secures is paid
when due or is being diligently contested in good faith and by
appropriate proceedings and where the Grantor, GFN Holdings or GFN
USA Holdings, as the case may be has set aside sufficient reserves
of liquid assets to pay such debt or other amount;

 


(nn) any
netting or set-off arrangement (excluding a deposit of money
constituting a Security) on normal commercial terms in the ordinary
course of the transactional banking business of Grantor, GFN
Holdings or GFN USA Holdings, as the case may be;

 


(oo) a
Security:

 


(i) existing
on the date of this document that has been approved by or consented
to by the Secured Party in writing; or

 


(ii) that
arises after the date of this document and that the Secured Party
approves or consents to in writing before it arises,

 


where:

 


(iii) the
amount secured does not increase, and the time for payment of that
amount is not extended, beyond the amount and time approved by or
consented to by the Secured Party in writing; and

 


(iv) if any
approval or consent given by the Secured Party corresponding to, or
to the giving, grant or entry into of, such Security is subject to
any conditions, all such conditions have been and are being
complied with.

 


Pledge Agreement has the same meaning as given
to that expression in the SPA.

 


PPSA means the Personal Property Securities Act 2009
(Cth).

 


PPS Property means all Secured Property
in relation to which the Grantor can be a grantor of a PPS Security
Interest, whether or not the Grantor has title to the property,
including all PPS Retention of Title Property.

 


PPS Register means the register created
and maintained in accordance with the PPSA.

 


PPS Retention of Title Property means
PPS retention of title property (as defined in section 51F of the
Corporations Act).

 


PPS Security Interest means a security
interest that is subject to the PPSA.

 


Receiver means a receiver or a receiver
and manager.

 


Related Bodies Corporate has the same
meaning as given to that expression in the Corporations
Act.

 


Review Event means:

 


(pp) an
investigation by a Governmental Agency or any other person or
organisation (including any industry body) into all or part of the
affairs of Grantor, GFN Holdings or GFN USA Holdings, as the case
may be commences (or a safety incident (including a fatality) or
other operational event occurs) which results, or may result, in
the suspension or termination of any authorisation of a
Governmental Agency held by Grantor, GFN Holdings or GFN USA
Holdings, as the case may be; or

 


(qq) any other
event or circumstance which the parties agree or designate in
writing is a ‘Review Event’ for the purposes of this
document.

 


Revolving Asset means any Secured
Property:

 


(rr) which
is:

 


(i) inventory
(excluding, for the avoidance of doubt, any real
property);

 


(ii) a
negotiable instrument;

 


(iii) machinery,
plant or equipment which is not inventory and has a value of less
than $1,000 (or its equivalent in any other currency or
currencies);

 


(iv) money
(including money withdrawn or transferred to a third party from an
account of the Grantor with a bank or other financial
institution).

 


(ss) in
relation to which no Control Event has occurred, subject to clause
3.1(c).

 


Royal Wolf Holdings means Royal Wolf
Holdings Limited ACN 121226793.

 


Secured Money means all amounts
(including damages) that are payable, owing but not payable, or
that otherwise remain unpaid by any of GFN, GFN Holdings, the
Grantor or GFN USA Holdings to the Secured Party on any account at
any time including under or in connection with any Finance Document
or any transaction contemplated by, or breach of or default under,
any Finance Document:

 


(tt) whether
present or future, actual or contingent;

 


(uu) whether
incurred alone, jointly, severally or jointly and
severally;

 


(vv) whether
GFN, GFN Holdings, the Grantor or GFN USA Holdings is liable on its
own account or for the account of, or as surety for, another person
and without regard to the capacity in which GFN, GFN Holdings, the
Grantor or GFN USA Holdings (as the case may be) is
liable;

 


(ww) whether
due to the Secured Party alone or with another person;

 


(xx) whether
the Secured Party is entitled for its own account or the account of
another person;

 


(yy) whether
originally contemplated by GFN, GFN Holdings, the Grantor or GFN
USA Holdings or the Secured Party or not;

 


(zz) whether
the Secured Party is the original person in whose favour any of the
above amounts were owing or an assignee or transferee and, if the
Secured Party is an assignee or transferee:

 


(i) whether or
not GFN, GFN Holdings, the Grantor or GFN USA Holdings (as the case
may be) consented to or knew of the assignment or
transfer;

 


(ii) no matter
when the assignment or transfer occurred; and

 


(iii) whether
or not the entitlements of that original person were assigned or
transferred with any Security granted under any Security Document;
and

 


(aaa) if
determined pursuant to any award, order or judgment against GFN,
GFN Holdings, the Grantor or GFN USA Holdings (as the case may be),
whether or not GFN, GFN Holdings, the Grantor or GFN USA Holdings
(as the case may be) was a party to the court proceedings,
arbitration or other dispute resolution process in which that
award, order or judgment was made.

 


Secured Obligations means any obligation
or liability of any kind of either of GFN, the Grantor, GFN
Holdings or GFN USA Holdings, as the case may be to the Secured
Party including under or in connection with the Finance Documents
or any transaction contemplated by them.

 


Secured Property means all present and
after-acquired property of the Grantor (including without
limitation the Intermediate Shares). It includes anything in
respect of which the Grantor has at any time a sufficient right,
interest or power to grant a Security.

 


Security means:

 


(bbb) a
security interest as defined in the PPS Law;

 


(ccc) any
other interest or arrangement of any kind that secures any
obligation including a mortgage, charge, pledge, lien, bill of
sale, trust, power or title retention arrangement, right of
set-off, assignment of income or monetary claim, right to withhold
payment of a deposit or other money and any right arising as a
consequence of enforcement of a judgment;

 


(ddd) a right
that a person (other than the owner) has to remove something from
land (known as a profit à prendre), a lease, a caveat or
similar restriction over property;

 


(eee) any
interest or arrangement which has the effect of giving a person a
preference, priority or advantage over any creditor;

 


(fff) any
other agreement, notice or arrangement having a similar effect to
any of the above; or

 


(ggg) any
agreement to create any of the above or allow any of them to
exist.

 


Security Documents means:

 


(hhh) this
Deed;

 


(iii) any
security document entered into in favour of the Secured Party,
including without limitation a general security deed entered into
by any of GFN Holdings, the Grantor or GFN USA
Holdings;

 


(jjj) each
other document creating or evidencing or purporting to create or
evidence a Security in favour of the Secured Party for any Secured
Money or any Secured Obligations; and

 


(kkk) each
document designated or agreed in writing by the Secured Party and
the Grantor as being a ‘Security Document’ for the
purposes of this definition and/or this document,

 


(lll) each
Pledge Agreement;

 


and
Security Document means any
of them as the context may require or permit.

 


Senior Note means the secured senior
promissory note in the aggregate principal amount of US$54,000,000
issued by the Grantor and GFN Holdings to the Secured Party, and
which is the subject of the SPA and associated senior note deed,
and any documents ancillary to same.

 


Serial Numbered Property means any Secured Property which
may or must be described by serial number in a registration (as
defined in the PPSA).

 


SPA means the Securities Purchase
Agreement entered into on or about [ ] July 2017 between the
Secured Party of the one part, and the Grantor, GFN, GFN Holdings
and GFN USA Holdings of the other part.

 


Subsidiary means a subsidiary as defined
under section 9 of the Corporations Act.

 


Suspicious Transaction means a
transaction which the Secured Party suspects:

 


(mmm) may
breach any laws or regulations in Australia or any other country,
including any AML CTF Laws;

 


(nnn) involves
any person that is itself sanctioned or is connected, directly or
indirectly, to any person that is sanctioned under economic and/or
trade sanctions imposed by the United States of America, the
European Union or any other country; or

 


(ooo) may
directly or indirectly involve the proceeds of, or be applied for
the purposes of, conduct which is unlawful in Australia or any
other country.

 


Tax means any tax, levy, impost, duty or
other charge, deduction or withholding of a similar nature
(including any penalty, interest, fine or other charge payable in
connection with any failure to pay or any delay in paying any of
the same).

 



1.2 Interpretation

 


(a) Any
reference in this document to:

 


(i) the
Secured Party, the
Grantor or any other party
to an agreement or instrument includes its successors in title,
permitted assigns and permitted transferees;

 


(ii) a
Finance Document or any
other agreement or instrument is a reference to that Finance
Document or other agreement or instrument as amended, restated or
novated;

 


(iii) indebtedness
includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of any amount, whether present
or future, actual or contingent;

 


(iv) a
person includes any type of
person or entity or body of persons, whether or not it is
incorporated or has a separate legal identity, and includes any
person, firm, company, corporation, government, state or agency of
a state or any association, trust or partnership;

 


(v) a
regulation includes any
regulation, rule, official directive, request or guideline (whether
or not having the force of law) of any Governmental Agency, and if
not having the force of law, with which responsible entities in the
position of the relevant party would normally comply;

 


(vi) a
trustee includes a reference
to a responsible entity, where the context requires or
permits;

 


(vii) a
trust includes a reference
to a “managed investment scheme” (as defined in the
Corporations Act), where the context requires or
permits;

 


(viii) a
lease includes a reference
to a lease, a lease of lease, any further derivative lease, a
licence, any further derivative licence or a tenancy (however
defined or described);

 


(ix) the words
including, for example or such as when introducing an example do
not limit the meaning of the words to which the example relates to
that example or examples of a similar kind;

 


(x) the word
agreement includes an
agreement, undertaking or other binding arrangement or
understanding;

 


(xi) a
provision of law or a regulation is a reference to that provision
as amended, consolidated, replaced or re-enacted;

 


(xii) the
singular includes the plural and the plural includes the
singular;

 


(xiii) words
of any gender include all genders;

 


(xiv) any
thing (including any right, obligation or concept) includes each
and any part of that thing but nothing in this paragraph 1.2(a)(xiv)implies or is to be interpreted as
meaning that performance of part of an obligation constitutes
performance of the obligation; and

 


(xv) unless a
contrary indication appears, a time of day is a reference to Sydney
time.

 


(b) Section,
clause and schedule headings are for ease of reference
only.

 


(c) If a word
or phrase is defined, any other grammatical form of that word or
phrase has a corresponding meaning.

 


(d) Unless a
contrary indication appears, a reference to a clause, schedule or
annexure is to a clause, schedule or annexure in or to this
document, and a reference to this document includes any schedule or
annexure in or to this document.

 


(e) Unless a
contrary indication appears, the following terms (whether
capitalised, italicised or not) that are defined in the PPSA and
not otherwise defined in this document have the meaning given to
them in the PPSA if and when used in this document:
‘amendment demand’, ‘attaches’,
‘chattel paper’, ‘circulating asset’,
‘financing change statement’, ‘financing
statement’, ‘intermediated security’,
‘investment instrument’, ‘personal
property’, ‘purchase money security interest’,
‘serial number’ and ‘verification
statement’.

 


(f) An Event
of Default or Review Event that occurs continues or subsists or is
continuing or subsisting until the Secured Party notifies the
Grantor in writing that it has been remedied to the satisfaction of
the Secured Party or waived by the Secured Party.

 


(g) A
reference to Australian
dollars, dollars,
$ or A$ is a reference to the lawful currency
of Australia.

 


(h) The words
related entity have the
meanings given to them in the Corporations Act.

 


(i) Unless the
context otherwise requires, the words property and asset are interchangeable when used in
this document and in either case include any real or personal,
present or future, tangible or intangible property or asset and any
right, interest, revenue or benefit in, to, under or derived from
the property or asset.

 


(j) No
provision of this document may be construed adversely to a party on
the ground that the party or its advisers was responsible for the
preparation of this document or that provision.

 



1.3 Non Business Days and
Time

 


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

 


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

 


(ii) in any
other case, the person must do it on or by the next Business Day in
the same calendar month (if there is one) or on or by the preceding
Business Day (if there is not).

 


(b) If a time
is not specified for the performance of an obligation under this
document, it must be performed promptly.

 



1.4 Multiple
parties

 


If a
party to this document (other than the Secured Party) is made up of
more than one person, or a term (other than Secured Party or party)
is used in this document to refer to more than one party, then
unless otherwise specified in this document:

 


(a) an
obligation of those persons is joint and several;

 


(b) a right of
those persons is held by each of them severally; and

 


(c) any other
reference to that party or that term is a reference to each of
those persons separately, so that (for example) a representation or
warranty relates to each of them separately.

 



1.5 Inconsistency with
existing security documents

 


In
respect of a Grantor, if a provision of this document is
inconsistent with any other provision of a general security
agreement or other security document granted by that Grantor in
favour of the Secured Party, this document prevails to the extent
of the inconsistency in respect of that Grantor.

 



2. Security




 



2.1 Security
interest

 


To
secure the punctual payment of the Secured Money and the punctual
performance of the Secured Obligations, the Grantor grants to the
Secured Party a security interest in and over all Secured Property.
The Grantor expressly acknowledges and agrees that the Secured
Money extends to any amounts (including damages) which may be
payable, owing but not payable, or that otherwise remain unpaid, to
the Secured Party by any of GFN, the Grantor, GFN Holdings and GFN
USA Holdings, each being Related Bodies Corporate of the Grantor,
and the Grantor obtains a direct or indirect benefit as a result of
same.

 



2.2 Nature of security
interest

 


(a) The
security interest in clause 2.1
is:

 


(i) a transfer
by way of security of Secured Property consisting of accounts and
chattel paper (each as defined in the PPSA) which are not, or cease
to be, Revolving Assets; and

 


(ii) a charge
in and over all Secured Property to the extent the Secured Property
is not transferred.

 


(b) The charge
referred to in clause 2.2(a)(ii) is a
floating charge over Revolving Assets and a fixed charge over all
other Secured Property to the extent the Secured Property is not
transferred.

 



2.3 Scope of security
interest

 


For the
purposes of section 20(2)(b) of the PPSA (but without limiting the
meaning of “Secured Property” in this document), the
Security granted in clause  2.1
is in and over all the Grantor's present and after-acquired
property (as defined in the PPSA). This clause does not limit
clause 2.1.

 



2.4 Obligations not
transferred

 


The
Grantor will at all times be and remain liable to perform and
comply with all of its obligations in connection with any Secured
Property despite any grant of any security interest in
clause 2.1 being or operating as
a transfer by way of security. The Secured Party will not have any
liability or obligation to perform or comply with any of those
obligations.

 



2.5 Priority

 


(a) Each
Security granted in clause 2.1 is
intended to take effect as a first ranking security subject only to
any Security mandatorily preferred by law and any Permitted
Security which the Secured Party agrees in writing ranks in
priority to it.

 


(b) Nothing in
this document restricts the Secured Party from claiming that a
Security granted under this document is a purchase money security
interest in respect of all or part of the Secured
Property.

 



2.6 No postponement of
attachment

 


Nothing
in this document may be taken as an agreement that the PPS Security
Interest granted in clause 2.1
attaches later than the time contemplated by section 19(2) of the
PPSA.

 



2.7 Acknowledgment of no
subordination

 


The
Grantor acknowledges that the Secured Party does not agree and has
not agreed to subordinate its Security in the Secured Property to
any other interest in the Secured Property, except to the extent
(if any) expressly provided by a Finance Document.

 



2.8 Contemporaneous
Security

 


The
Grantor expressly acknowledges and agrees that the Secured Party
has the benefit of each of the Pledge Agreements and the Guarantee,
which documents may secure some or all of the same obligations
which are the subject of this Deed. No enforcement or attempted
enforcement in any jurisdiction of any or all of the Pledge
Agreements or the Guarantee at any time will in any way act as a
waiver of any of the Secured Party's rights pursuant to this Deed
and, to the extent permitted by law, the Secured Party may seek to
enforce its rights under this Deed, the Pledge Agreements and/or
the Guarantee contemporaneously.

 



3. Restrictions on dealing with Secured Property




 



3.1 Dealings with Secured
Property and Revolving Assets

 


(a) (restricted
dealings)

 


(i) The
Grantor must not do, or agree to do, any of the following unless it
is permitted to do so by another provision in a Finance
Document:

 


(A) create or
allow another interest (including any Security) in any Secured
Property other than a Permitted Security; or

 


(B) sell,
convey, transfer, lease, surrender or otherwise dispose, or part
with possession, of any Secured Property except with the prior
written approval of the Secured Party.

 


(ii) Where by
law the Secured Party may not restrict the creation of any Security
in relation to an asset ranking after the Security granted in
clause 2.1:

 


(A) Clause 3.1(a)(i)
will not restrict that creation; and

 


(B) the
Grantor must ensure that, before that Security is created, the
holder of that Security enters into a deed of priority with the
Secured Party in form and substance satisfactory to the Secured
Party. The Secured Party is not required to provide or make
available any advance or financial accommodation to the Grantor,
GFN Holdings or GFN USA Holdings until, the deed of priority is
entered into on terms and in form and substance satisfactory to the
Secured Party.

 


(iii) The
Grantor acknowledges and agrees that if it creates or allows
another interest in any Secured Property, or disposes of or parts
with possession of any Secured Property, in any such case in breach
of this clause 3.1, then despite any
of the foregoing occurring:

 


(A) the
Secured Party has not authorised the creating or allowance of
another interest in the Secured Property, or the disposal of or
parting with possession of the Secured Property, or agreed that any
of the foregoing would extinguish any Security that the Secured
Party holds in the Secured Property; and

 


(B) the
Security granted in clause  2.1
continues in the Secured Property.

 


(iv) The
Grantor must give the Secured Party:

 


(A) prompt
notice of anything that occurs in breach of this clause 3.1; and

 


(B) any
information requested by the Secured Party in relation to any
person who obtains or may obtain an interest in any asset or
property the subject of this clause 3.1.

 


(v) The
Grantor acknowledges that any notification or information provided
under clause 3.1(a)(iv)does not cure
or remedy any breach of this clause 3.1.

 


(b) (DB
Facility)

 


The
Grantor must do all such things as are reasonably necessary to
ensure that there does not occur any event of default or default
(however described), any review event (however described) or any
termination event (however described) under any document forming
part of the DB Facility.

 


(c) 
(Control Event) If a Control
Event occurs in respect of any Secured Property then
automatically:

 


(i) that
Secured Property is not (and immediately ceases to be) a Revolving
Asset; and

 


(ii) any
floating charge over that Secured Property immediately operates as
a fixed charge.

 


(d) 
(conversion) Any Secured
Property, which:

 


(i) is not, or
ceases to be, a Revolving Asset; and

 


(ii) becomes
subject to a fixed charge under clause 3.1(c),

 


will
become a Revolving Asset, or be subject to a floating charge, if
the Secured Party gives the Grantor a notice to that
effect:

 


(iii) identifying
the Secured Property; and

 


(iv) specifying
the conversion date.

 


This
may occur any number of times.

 


(e) (inventory)
If any inventory is not, or ceases to be, a Revolving Asset, it is
specifically appropriated to a security interest under this
document and the Grantor must not remove it without the prior
written consent of the Secured Party. 

 



3.2 Attachment.
Accessions, Fixtures and Commingling

 


Nothing
in this document may be construed as an agreement or consent by the
Secured Party to:

 


(a) any
Security other than any Permitted Security attaching to, or being
created in, any Secured Property;

 


(b) defer or
postpone the date of attachment of a Security created under this
document in any Secured Property;

 


(c) any
personal property that is not Secured Property becoming an
accession to any Secured Property;

 


(d) any
Secured Property becoming a fixture or an accession to anything
that is not also Secured Property; or

 


(e) any
Secured Property being manufactured, processed, assembled or
commingled with anything that is not also Secured
Property.

 



4. Representations and warranties




 



4.1 Representations and
warranties

 


The
Grantor represents and warrants to the Secured Party
that:

 


(a) (No
consumer Secured Property) no Secured Property is consumer
property (as defined in the PPSA) or used predominantly for
personal, domestic or household purposes;

 


(b) (No
foreign property) all Secured Property is situated in
Australia, except to the extent as may be otherwise expressly
permitted by the Secured Party in writing;

 


(c) (Serial
Numbered Property):

 


(i) the
information in Schedule 1 is, as at the date of this document, true
and complete in all respects and includes the details of all its
material personal property (including each aircraft, coach or other
vehicle required to conduct its core business) which the
regulations under the PPSA require or permit to be described by
serial number in a registration (as defined in the PPSA);
and

 


(ii) it has
provided the Secured Party with the serial numbers that the Secured
Party would require to make an effective registration (as defined
in the PPSA) against all material Serial Numbered Property
(including each aircraft, coach or other vehicle required to
conduct its core business);

 


(d) (Secured
Property)

 


(i) in respect
of Secured Property that is not PPS Retention of Title Property, it
is the sole legal and sole beneficial owner of that
property;

 


(ii) in
respect of Secured Property that is PPS Retention of Title
Property, it has sufficient rights to grant a Security in that
property to the Secured Party; and

 


(iii) the
Security granted in clause 2.1 is
an effective security in the Secured Property.

 


(e) (no
Security) no Secured Property is subject to a Security other
than a Permitted Security; and

 


(f) (no
Controller) no Controller is currently appointed in relation
to it or any of its property.

 



4.2 Repetition of
representations and warranties

 


The
representations and warranties in this clause are taken to be
repeated on each date from the date of this document until all the
Secured Money is irrevocably paid, repaid and satisfied in full, on
the basis of the facts and circumstances existing as at each such
date respectively.

 



4.3 No representations by
the Secured Party

 


The
Grantor acknowledges that it has not relied and will not rely on
any financial or other advice, representation, statement or promise
provided or made by or on behalf of the Secured Party in deciding
to enter into any Finance Document or to exercise any right or
perform any obligation under any Finance Document.

 



5. Grantor's undertakings




 



5.1 General
undertakings

 


The
Grantor must:

 


(a) (Events
of Default) procure and ensure that no Event of Default or
Review Event occurs;

 


(b) (obligation
to pay) punctually pay, and procure the punctual payment of,
the Secured Money when it becomes payable in accordance with the
terms of any written agreement between GFN, the Grantor, GFN
Holdings or GFN USA Holdings, as the case may be, and the Secured
Party or, in the absence of any agreement or after default under
any agreement, on demand by the Secured Party;

 


(c) (obligation
to perform) punctually perform each of its obligations, and
procure and ensure that GFN, the Grantor, GFN Holdings or GFN USA
Holdings, as the case may be, punctually performs each of their
respective obligations, under each Finance Document to which it
and/or GFN, the Grantor, GFN Holdings or GFN USA Holdings, as
applicable, is a party;

 


(d) (registration
and stamping) at its own cost:

 


(i) assist the
Secured Party to ensure that any security interest (as defined in
the PPSA) created by this document is immediately registered on the
PPS Register, and that this document is immediately registered with
any Governmental Agency and on any other register specified by the
Secured Party if the Secured Party determines that registration is
necessary to perfect the Security granted in clause 2.1 or to protect the rights or priority of
the Secured Party; and

 


(ii) ensure
that this document is stamped for the proper amount within the
period provided by law in each state and territory of Australia in
which this document is required to be stamped; and

 


(e) (registration
and stamping Taxes) pay or procure that there is paid, or
immediately on demand reimburse the Secured Party for or procure
that the Secured Party is reimbursed for, all stamp duty,
registration and other similar Taxes which are or may be payable or
determined to be payable by the Secured Party or GFN, the Grantor,
GFN Holdings or GFN USA Holdings, as the case may be, in connection
with any Finance Document. The Grantor must pay or procure that
there is paid all interest, fines, penalties and charges for late
payment or non-payment of those Taxes.

 



5.2 Reports and
information

 


The
Grantor must give the Secured Party, or procure that the Secured
Party is given:

 


(a) (garnishee)
a copy of any garnishee notice, or any notice under section 120 of
the PPSA, that is given to any person in relation to any amount
that the person owes or may owe at any time to the Grantor, as soon
as the Grantor becomes aware of the notice;

 


(b) (general
information) notice:

 


(i) at least
30 days prior to any change in the name, ABN, ARBN or ARSN of or
allocated to it, together with details of the proposed new name,
ABN, ARBN or ARSN;

 


(ii) at least
30 days prior to anything happening in respect of it or any Secured
Property that would mean that any information in a registration (as
defined in the PPSA) in relation to the Security granted under this
document is or would become incorrect or misleading in any
respect;

 


(iii) promptly
if:

 


(A) it
acquires, or enters into an agreement to acquire:

 


(I) any
interest in real property;

 


(II) any
property in relation to which a Security may be perfected by
control (as defined in the PPSA); or

 


(III) any
property which the regulations under the PPSA provide must or may
be described by serial number in a registration (as defined in the
PPSA); or

 


(B) any
Secured Property with a value greater than A$10,000 is moved
outside Australia; and

 


(iv) promptly
on request by the Secured Party:

 


(A) of each
purchase money security interest over or in respect of any of its
property and each Security over or in respect of any of its
property that is perfected by control (as defined in the PPSA);
and

 


(B) of the
value, present location and serial number (if applicable) of its
Secured Property;

 


(c) (registration
details) all information that the Secured Party needs in
order to ensure that any registration of the Security granted in
clause 2.1 on the PPS Register or
any other register that the Secured Party chooses is, and remains,
fully effective or perfected (or both), and that the Security has
the priority contemplated by clause 2.5.

 



5.3 Other undertakings
regarding Secured Property

 


The
Grantor must:

 


(a) (carrying
on business)

 


(i) carry on
its business in a proper and efficient manner; and

 


(ii) not make
any change to the general nature or scope of its business from that
carried on at the date of this document (which the Grantor
acknowledges and agrees solely relates to the holding of the
Intermediate Shares) without the Secured Party's prior written
consent;

 


(b) (comply
with obligations) to the extent not prohibited or restricted
from doing so in accordance with the provisions of any Finance
Document, do everything the Grantor is required to do under or in
connection with Secured Property;

 


(c) (accessions,
commingling) not permit any Secured Property to be installed
on or become a fixture or accession to or commingled with anything
that is not also Secured Property;

 


(d) (possession)
if it receives any deed or document of title relating to any
Secured Property (including, without limitation, any share or other
security certificate in relation to the Intermediate Shares), or if
it receives any negotiable or other instrument or security,
immediately give it to the Secured Party;

 


(e) (Marketable
Securities):

 


(i) do
anything required by the Secured Party to ensure that the Secured
Party's Security in any Marketable Security, instrument or security
(negotiable or otherwise) is recorded by any relevant clearing
house or securities depository and, in the case of a Marketable
Security, on the records maintained by or on behalf of the relevant
issuer, or on the records of any sponsor, nominee or agent that
holds a Marketable Security for the Grantor, and the Grantor must
provide to the Secured Party on the date of this Deed (or at any
other time required by the Secured Party) a fully completed and
executed instrument of transfer of that Marketable Security
(including without limitation a transfer in the form set out in
Schedule 3), provided however that the details of the date of
transfer and the transferee shall be left blank and, in the case of
an uncertificated Marketable Security, a Holder Record (as that
term is defined by the ASX Settlement Rules) or other statement or
document that is analogous to or has a similar effect as a Holder
Record (as that term is defined in the ASX Settlement Rules) of
that Marketable Security; and

 


(ii) if
required by the Secured Party from time to time, cause to be issued
a document of title in relation to any Marketable Security in which
the Secured Party has Security (including without limitation the
Intermediate Shares) and immediately give same to the Secured
Party,

 


(f) (calls
on capital) not, without the Secured Party's
consent:

 


(i) call up or
receive in advance of calls any of the uncalled capital secured by
this document; or

 


(ii) apply the
uncalled capital to any purpose except towards payment of the
Secured Money;

 


(g) (perfection
by control) to the extent that any Secured Property is of a
type in which a security interest can be perfected by control (as
defined in the PPSA), do anything that the Secured Party may
require to enable it to perfect its Security by control (as defined
in the PPSA);

 


(h) (chattel
paper) if the Secured Party requests, give the Secured Party
possession of any Secured Property that is chattel
paper;

 


(i) (nameplates)
if the Secured Party requests:

 


(i) affix to
any Secured Property a readily visible fireproof plate or sign
that:

 


(A) brings the
existence of the Secured Party's interest in that property to the
attention of other persons; and

 


(B) states
that a disposal of that property or the granting of a Security in
that property which is not otherwise permitted under a Finance
Document will breach that Finance Document; and

 


(ii) not
remove or change, or allow any person to remove or change, that
plate or sign without the Secured Party's consent; and

 


(j) (Grantor
as a secured party) if the Grantor is or could be a secured
party in respect of any PPS Security Interest, implement, maintain
and comply with procedures (which the Secured Party requires or
which are prudent for a person conducting a similar business) to
identify and perfect the PPS Security Interest. These include
procedures to ensure that the PPS Security Interest is continuously
perfected, including all steps necessary:

 


(i) for the
Grantor to obtain the highest ranking priority possible in respect
of the PPS Security Interest (such as perfecting a purchase money
security interest or perfecting a PPS Security Interest by control
(as defined in the PPSA)); and

 


(ii) to
minimise the risk of a third party acquiring an interest free of
the PPS Security Interest (such as including serial numbers in a
financing statement). 

 



5.4 Undertakings relating
to Serial Numbered Property

 


If the
Grantor gives the Secured Party a PPS Security Interest in any
Serial Numbered Property, the Grantor must:

 


(a) (notify
details)

 


(i) provide
the Secured Party in writing with the serial numbers that the
Secured Party would require to make an effective registration (as
defined in the PPSA) against all Serial Numbered Property, either
on execution of this document in respect of material personal
property (including each aircraft, coach or other vehicle required
to conduct its core business) or (if later) when the Serial
Numbered Property becomes Secured Property; and

 


(ii) notify
the Secured Party immediately in writing of any serial number when
it is allocated to any Secured Property; and

 


(b) (serial
numbers) not change or remove the serial number of any
Serial Numbered Property after it has disclosed the number to the
Secured Party, except with the Secured Party's
consent.

 



5.5 Undertakings in
relation to Related Bodies Corporate

 


In the
event that at any time the Secured Party exercises its rights
pursuant to any Security Document, the Grantor must ensure as
follows:

 


(a) in the
event that the Secured Party has exercised any rights under any
Security Document which results in the transfer to the Secured
Party or its nominee of any Marketable Securities in the Grantor,
the Grantor must do all such things as are necessary to promptly
ensure that any transfer of such Marketable Securities is approved
and registered by the Grantor in favour of the Secured Party or its
nominee and to the extent that the Secured Party has a right to
appoint directors or other officers of the Grantor (whether
pursuant to statute, law, contract or otherwise), the Grantor must
do all such things as are necessary to ensure that those directors
or other officers nominated by the Secured Party are promptly
appointed; and

 


(b) in the
event that the Secured Party has exercised any rights under any
Security Document which results in the Secured Party becoming a
shareholder of a Related Bodies Corporate of the Grantor, or the
Secured Party being entitled to appoint a director or other officer
of a Related Bodies Corporate of the Grantor, the Grantor must not
do anything, or omit to do anything, which may inhibit the Secured
Party obtaining the full benefit of such rights.

 



5.6 General
Indemnity

 


The
Grantor must indemnify the Secured Party, each Authorised
Representative and agent of the Secured Party, each Receiver of the
Grantor or each Receiver appointed in relation to any property of
the Grantor, each Attorney, and any other person appointed under a
Finance Document or the Corporations Act by or on behalf of the
Secured Party (each an Indemnified
Person) against, and must pay each Indemnified Person within
three Business Days of demand the amount of, all Losses reasonably
paid, suffered or incurred by the Indemnified Person in connection
with:

 


(a) the
occurrence of any Event of Default or Review Event;

 


(b) investigating
any event which the Secured Party reasonably believes is an Event
of Default or Review Event;

 


(c) the
administration, and any actual or attempted preservation or
enforcement, of any rights, powers, discretions and/or remedies
under or properly corresponding to any Finance Document and/or any
transaction contemplated by any of them;

 


(d) any
information produced or approved by any of GFN, the Grantor, GFN
Holdings or GFN USA Holdings under or in connection with the
Finance Documents or the transactions they contemplate being or
being alleged to be misleading or deceptive in any
respect;

 


(e) acting or
relying on any notice, consent, request, instruction, demand,
approval or other communication or other document (including any of
the foregoing given by fax or electronic communication (such as by
email) or verbally (such as by telephone)) which it reasonably
believes to be genuine, correct and appropriately
authorised;

 


(f) any
enquiry, investigation, subpoena (or similar order) or litigation
with respect of any of GFN, the Grantor, GFN Holdings or GFN USA
Holdings, or with respect to the transactions contemplated or
financed under any Finance Document;

 


(g) a failure
by any of GFN, the Grantor, GFN Holdings or GFN USA Holdings to pay
any amount due under a Finance Document on its due date or any
financial accommodation provided to any of GFN, the Grantor, GFN
Holdings or GFN USA Holdings under a Finance Document being repaid
or becoming due for repayment other than on its scheduled payment
date, including Losses an Indemnified Person pays, suffers or
incurs because of:

 


(i) the
cancellation, termination, unwinding or alteration of any swap or
other arrangement made by an Indemnified Person to fund the
financial accommodation or other payment; or

 


(ii) any
liquidation or re-employment of deposits or other funds acquired by
any Indemnified Person to fund the financial accommodation or other
payment;

 


(h) the
Secured Property or anything done or omitted to be done in
connection with the Secured Property;

 


(i) anything
any of GFN, the Grantor, GFN Holdings or GFN USA Holdings is
required to do or an Indemnified Person is permitted to do under
any clause in any Finance Document relating or referring to any PPS
Law, or any action taken by an Indemnified Person under or in
relation to any PPS Law, including any registration, or any
response to an amendment demand or a request under section 275 of
the PPSA;

 


(j) an
Indemnified Person agreeing or providing an indemnity in favour of
or reimbursing or agreeing to reimburse any Receiver of any of the
Grantor, GFN Holdings or GFN USA Holdings or any property of any of
the Grantor, GFN Holdings or GFN USA Holdings, any Attorney, any
other person appointed under a Finance Document, and/or any other
person appointed under the Corporations Act by or on behalf of the
Secured Party in connection with any of the Grantor, GFN Holdings
or GFN USA Holdings or any property of any of the Grantor, GFN
Holdings or GFN USA Holdings;

 



6. Secured Party's powers




 



6.1 Secured Party may
exercise powers without notice

 


Subject
to clause 15.6, to the full
extent permitted by law, the Secured Party is not required to give
any notice or allow any time to elapse before:

 


(a) enforcing
a Finance Document;

 


(b) appointing
a Receiver; or

 


(c) exercising
any power, right, discretion or remedy given to the Secured Party
by any law or any Finance Document,

 


and the
Grantor waives any statutory requirements for notice or lapse of
time.

 



6.2 Secured Party's right
to make good a default

 


(a) If the
Grantor breaches this document, the Secured Party may do everything
it considers to be necessary or desirable to attempt to remedy the
breach to the Secured Party's satisfaction. The Secured Party is
not obliged to do so. Any liabilities or expenses incurred by the
Secured Party in attempting to remedy any such breach must be
reimbursed by the Grantor on demand and, pending reimbursement,
will be part of the Secured Money.

 


(b) Clause 6.2(a)does
not limit any other right the Secured Party has under this document
or at law.

 



6.3 Powers on
enforcement

 


If this
document has become enforceable, the Secured Party or any of its
Authorised Representatives, without notice to the Grantor, may do
any one or more of the following:

 


(a) do all
things, and exercise all rights, powers, remedies and discretions,
that a secured party with a Security in, or that a mortgagee or an
absolute owner of, the Secured Property can or could do or that the
Grantor can or could do;

 


(b) exercise
any of the rights, powers. remedies and discretions that might be
exercised by a Receiver at law, under this document or otherwise
even if a Receiver has not been appointed;

 


(c) seize any
Secured Property and/or dispose of any Secured Property in such
manner and generally on such terms and conditions as the Secured
Party thinks desirable; and

 


(d) complete
any transfer or instrument of any nature executed by or on behalf
of the Grantor in blank and deposited with the Secured Party, in
favour of, or take any other action required to transfer any
Secured Property to, the Secured Party or any appointee of the
Secured Party or any other person.

 



6.4 Calls

 


(a) If this
document has become enforceable, the Grantor authorises the Secured
Party, each of the Secured Party's Authorised Representatives and
any Receiver to:

 


(i) make calls
on the members of the Grantor in relation to the Grantor's uncalled
capital;

 


(ii) sue (in
the name of the Grantor or otherwise) to recover amounts due in
relation to calls; and

 


(iii) give
valid receipts for those amounts.

 


If this
document has become enforceable, the Grantor's directors may not do
so.

 


(b) This
authority is not terminated by any change in the Grantor's
directors and is assignable.

 



6.5 Discharge or acquire
prior Security

 


(a) If this
document has become enforceable, the Secured Party or any of its
Authorised Representatives, without notice to the Grantor, may do
any one or more of the following:

 


(i) purchase a
debt or liability secured by a prior Security (including a debt
secured by a Permitted Security);

 


(ii) pay the
amount required to discharge or satisfy that debt or liability;
and

 


(iii) take a
transfer or assignment of that Security and any Guarantee, document
or right ancillary or collateral to it.

 


(b) If the
Secured Party exercises any right under clause 6.5(a):

 


(i) the
Grantor is indebted to the Secured Party for the same amount paid
by the Secured Party or the amount of the debt or liability
acquired (whichever is higher) and that amount is immediately
payable to the Secured Party and forms part of the Secured
Money;

 


(ii) the
Secured Party may rely on a written notice from the holder of a
prior Security (Prior Secured
Party), or an ancillary or collateral document, as to the
amount and property secured by that prior Security;
and

 


(iii) the
Prior Secured Party need not enquire whether any amount is owing
under a Finance Document.

 



6.6 Co-operation in
exercise of power of sale

 


If this
document has become enforceable and the Secured Party or a Receiver
wishes to exercise a right to sell or otherwise dispose of any
Secured Property, the Grantor must do or cause to be done all
things required by the Secured Party or the Receiver to enable an
expeditious sale, transfer or other disposal of the Secured
Property to the purchaser, transferee or other person to or in
favour of whom the disposal is to be made.

 



7. Power of Attorney




 



7.1 Appointment of
Attorneys

 


The
Grantor irrevocably appoints the Secured Party and each Authorised
Representative of the Secured Party, and as an independent
appointment appoints any Receiver, severally its attorney, at the
Grantor's cost, to:

 


(a) (all
acts necessary) do anything necessary or desirable in the
opinion of the Secured Party or the Attorney to:

 


(i) complete
this document;

 


(ii) give full
effect to this document;

 


(iii) better
secure the Secured Property to the Secured Party in a manner
consistent with this document; or

 


(iv) assist in
the execution or exercise of any power under this
document,

 


including execute
any transfer (including any transfer in blank) or other document;
and

 


(b) if an
Event of Default occurs:

 


(i) (recover
Secured Property) demand, sue for, recover and give
discharge for the Secured Property;

 


(ii) (commence
actions) commence, carry on, enforce, settle, arrange and
compromise any proceedings to obtain or enforce the payment or
delivery of the Secured Property;

 


(iii) (bankruptcy
and winding up) take any necessary proceedings to procure
the bankruptcy or the winding up of any debtor of the Grantor in
connection with the Secured Property, and attend and vote at
meetings of creditors, receive dividends in any bankruptcy or
appoint a proxy for any of these things;

 


(iv) (compound
debts) compound, settle or compromise any debt of the
Grantor in connection with the Secured Property;

 


(v) (execute
deeds) execute any agreement including any deed of
assignment, composition or release in connection with the Secured
Property;

 


(vi) (exercise
rights) exercise all or any powers, rights, discretions and
remedies available to the Grantor in connection with the Secured
Property (including rights available under the Corporations Act or
any other statute);

 


(vii) (transfer
Marketable Securities) transfer to the Secured Party (or its
nominee) any Marketable Securities including, without limitation
the Intermediate Shares, by way of completion of any share transfer
the subject of clause 5.3;
and

 


(viii) (general)
do anything else that the Grantor must or may do, or that the
Secured Party may do, under this document or by law.

 



7.2 General

 


(a) Each
Attorney may appoint and remove substitutes, and may delegate its
powers (including this power of delegation) and revoke any
delegation.

 


(b) An
Attorney may do anything contemplated by this clause even if the
Attorney is affected by an actual or potential conflict of interest
or duty, or might benefit from doing it.

 


(c) An
Attorney may do anything contemplated by this clause in its name,
in the name of the Grantor or in the name of both of
them.

 


(d) The
Grantor must ratify anything done by an Attorney under this
clause.

 


(e) The
Grantor gives the power of attorney in this clause:

 


(i) to secure
performance by the Grantor of its obligations to the Secured Party
under this document and any property interest of the Secured Party
under this document; and

 


(ii) for
valuable consideration, receipt of which is acknowledged by the
Grantor.

 



8. Enforcement




 



8.1 Circumstances when
this document may be enforced

 


The
Secured Money will immediately become payable at the Secured
Party's option (despite any delay or previous waiver of the right
to exercise that option) without the need for any demand or notice
under this document or under another Finance Document, and this
document will immediately become enforceable (whether or not the
Secured Money has become payable in this manner), if any Event of
Default occurs.

 



8.2 Enforcement despite
earlier payment

 


This
document may be enforced:

 


(a) even if
the Secured Party accepts a payment of interest or other amount
after the occurrence of any Event of Default; and

 


(b) without
the need for any notice to, or of any consent or agreement of, the
Grantor or any other person.

 



9. Appointment of Receiver




 



9.1 Appointment

 


If this
document has become enforceable (whether or not the Secured Party
has entered into possession of all or any of the Secured Property)
the Secured Party or any Authorised Representative of the Secured
Party may at any time:

 


(a) appoint
any person or any two or more persons severally or jointly and
severally to be a receiver or receiver and manager (or an
additional receiver or receiver and manager) of Secured
Property;

 


(b) remove or
terminate the Receiver and in case of the removal, termination,
retirement or death of any Receiver appoint another as a
replacement; and

 


(c) fix and
vary the remuneration of the Receiver.

 


Subject
to clause 9.2, every Receiver
appointed under this subclause will be the Grantor's agent and the
Grantor alone will be responsible for the Receiver's acts,
omissions, defaults, remuneration, costs and expenses.

 



9.2 Receiver other than as
Grantor's agent

 


(a) The
Secured Party by notice to the Grantor and the Receiver may require
the Receiver to act as the Secured Party's agent.

 


(b) The power
to appoint a Receiver under this clause may be exercised even
though:

 


(i) at the
time when this document becomes enforceable or when an appointment
is made, an order may have been made or a resolution may have been
passed to wind up the Grantor or an Insolvency Event may have
occurred in respect of the Grantor; or

 


(ii) a
Receiver appointed in the circumstances specified in the preceding
paragraph may not, or may not in some respects, act as the
Grantor's agent.

 


(c) Each party
agrees that if a Receiver is appointed under this document on the
basis of an Event of Default which subsequently ceases to subsist,
the Event of Default is taken to continue to subsist for the
purposes of the Receiver’s appointment under this
document.

 



9.3 Powers of
Receiver

 


Unless
the terms of a Receiver’s appointment state otherwise, the
Receiver will have full power to do all or any of the
following:

 


(a) (Grantor
obligations under this
document) perform any obligation of the Grantor under this
document or any other Finance Document including making payments to
any person holding Security in the Secured Property;

 


(b) (Grantor
obligations general)
perform, observe, carry out or enforce any deeds, contracts,
obligations or rights of the Grantor in respect of the Secured
Property;

 


(c) (manage,
possession, control) manage, take possession of, or take
control of, collect and get in the Secured Property and for that
purpose to take proceedings (in the name of the Grantor or
otherwise);

 


(d) (give
up possession) give up possession of the Secured
Property;

 


(e) (dealings
without possession) deal with the Secured Property without
taking possession and without liability for any Loss resulting from
failing to take possession or the need to account as Secured Party
or mortgagee in possession;

 


(f) (exercise
Secured Party's rights)

 


(i) exercise
all or any of the Secured Party's powers, rights, discretions and
remedies under this document; and

 


(ii) comply
with the directions given by the Secured Party;

 


(g) (carry
on business)

 


(i) carry on
or agree to carry on the business of the Grantor in and with the
Secured Property and to stop doing so; and

 


(ii) effect
all repairs, purchases and insurances, and generally to do
everything that the Grantor might do in the ordinary conduct of its
business to:

 


(A) protect or
improve the Secured Property; or

 


(B) obtain
income or returns from the Secured Property and to conduct the
Grantor's business,

 


without
being responsible for any Loss;

 


(h) (borrow)

 


(i) borrow
from the Secured Party or (with the Secured Party's consent) any
other person any amount that may be required for any of the
purposes mentioned in clause 9.3(g); and

 


(ii) (in the
name of the Grantor or otherwise) secure any amount borrowed by
granting a Security in the Secured Property so that the Security
may rank in priority to, equally with or after the Security granted
in clause 2.1,

 


without
the Secured Party being bound to enquire whether the borrowing is
necessary or proper or responsible for the misapplication or
non–application of any amount borrowed;

 


(i) (hire
out, lease or license) hire out, lease or license the
Secured Property (including in the name of the Grantor) for any
term at the rent or licence fee and on terms that seem desirable to
the Receiver (with or without a purchase option and whether or not
the Receiver has taken possession);

 


(j) (exercise
rights) exercise all or any powers, rights, discretions and
remedies of the Grantor or in connection with the Secured Property
(including rights available under the Corporations Act or any other
statute);

 


(k) (registration)
do everything necessary to obtain registration of the Secured
Property in the Secured Party's name or in the name of the Secured
Party's nominee;

 


(l) (settle
disputes)

 


(i) settle,
arrange and compromise any accounts, claims, questions or disputes
that may arise in connection with the Grantor's business or the
Secured Property or in any way relating to this document;
and

 


(ii) execute
releases or other discharges in relation to the settlement,
arrangement, or compromise;

 


(m) (sell)
sell (whether or not the Receiver has taken possession), exchange
or otherwise dispose of (absolutely or conditionally) the Secured
Property (or agree to do so):

 


(i) whether or
not the Grantor has carried out any work on the Secured Property or
otherwise prepared the Secured Property for sale;

 


(ii) with or
without other property;

 


(iii) by
public auction, private sale or tender for cash or on
credit;

 


(iv) whether
or not the reserve price for a sale by auction or tender is
disclosed;

 


(v) in one lot
or in parcels;

 


(vi) with or
without special conditions, (such as conditions as to title or time
or method of payment of purchase money) including by allowing the
purchase money to remain:

 


(A) outstanding
on any security over the property sold or over any other property;
or

 


(B) owing
without any security; and

 


(vii) on other
terms the Receiver considers desirable,

 


without
being responsible for any loss;

 


(n) (transfer
on sale) execute transfers and assignments of the Secured
Property (including in the name of the Grantor), and do everything
to complete any sale under clause 9.3(m) that the Receiver thinks
necessary;

 


(o) (transfer
to Crown) surrender, dedicate or transfer any real property
constituting the Secured Property to the Crown or any Governmental
Agency or exchange lands with any person (with or without receiving
any money);

 


(p) (calls)
make calls on the members of the Grantor in relation to the
Grantor's uncalled capital, sue (in the name of the Grantor or
otherwise) to recover amounts due in relation to calls, give valid
receipts for those amounts and assign any power in relation to
calls on the members of the Grantor;

 


(q) (services
for use) provide services and equipment for use with the
Secured Property on any terms it thinks fit;

 


(r) (approvals)
prepare plans and specifications and obtain approvals from any
Governmental Agency in relation to the Secured
Property;

 


(s) (subdivision)
subdivide, convert to strata title, community or Torrens title or
consolidate the Secured Property and effect any necessary works on
the Secured Property for this purpose;

 


(t) (create
easements) create any easements or covenants affecting or in
favour of the Secured Property and effect any necessary works on
the Secured Property for this purpose;

 


(u) (property
acquisition) acquire any additional property to develop,
sell or lease with the Secured Property;

 


(v) (removal
of chattels or fixtures) remove any chattels or fixtures
from any real estate constituting the Secured Property and dispose
of, sell, or otherwise deal with them (with or without receiving
any money);

 


(w) (insure)
insure the Secured Property that is of an insurable nature against
risks of destruction, loss or damage for the amounts and on the
terms that the Receiver thinks appropriate;

 


(x) (sever
fixtures) sever fixtures belonging to the Grantor and sell
them apart from any other part of the Secured
Property;

 


(y) (employees
and agents) engage employees, agents, consultants, lawyers,
advisers and contractors for any of the purposes of this clause on
terms that the Receiver thinks appropriate;

 


(z) (give
receipts) give receipts for all money and other property
that may come into the hands of the Receiver in exercise of any
power given by this document;

 


(aa) (enforce
contracts) carry out and enforce or otherwise obtain the
benefit of all contracts:

 


(i) entered
into or held by the Grantor in connection with the Secured
Property; or

 


(ii) entered
into in exercise of the powers given by this document;

 


(bb) (make
debtors bankrupt) make debtors bankrupt and wind up
companies or other applicable entities and do everything in
connection with any bankruptcy or winding up that the Receiver
thinks desirable to recover or protect Secured
Property;

 


(cc) (execute
documents) enter
into and execute any document or agreement in the name of the
Receiver or the name or on behalf of the Grantor including bills of
exchange, cheques or promissory notes for any of the purposes of
this document;

 


(dd) (vote) exercise
any voting rights or powers in respect of any part of the Secured
Property;

 


(ee) (perform
undertakings) do everything necessary to perform any
undertaking of the Grantor in this document;

 


(ff) (receive
money) receive all money or other property payable or
deliverable to the Grantor from the Secured Property;

 


(gg) (bank
accounts) operate any bank account of the Grantor (including
making deposits and withdrawals in connection with any bank
account);

 


(hh) (file)
file all certificates, registrations and other documents and take
any and all action on behalf of any Grantor which the Receiver
believes is necessary to protect, preserve or improve any or all of
the Secured Property and/or the rights of any Grantor and/or the
Secured Party corresponding to any Secured Property;

 


(ii) (desirable
or incidental matters):

 


(i) do or
cause to be done everything that the Receiver thinks desirable in
the interests of the Secured Party; and

 


(ii) do
anything incidental to the exercise of any other
power;

 


(jj) (take
legal proceedings) take proceedings (including in the name
of the Grantor) in connection with any of the above;
and

 


(kk) (compromise)
make any settlement, arrangement or compromise regarding any
action, proceeding or dispute arising in connection with the
Secured Property, grant to any person involved time or other
indulgence and execute all related releases or discharges as the
Receiver thinks expedient in the interests of the Secured
Party;

 


(ll) (appeal)
appeal against or enforce any judgment or order in respect of the
Secured Property;

 


(mm) (delegate)
with the Secured Party's consent delegate any of the powers given
to the Receiver by this clause to any person;

 


(nn) (ability
of Grantor) do
anything the Grantor could do in relation to the Secured
Property;

 


(oo) (Do
all other things) do all things the law allows an owner of
any interest in the Secured Property, or any Controller of the
Secured Property, to do;

 


(pp) (General)
exercise all or any of the rights, powers, discretions or remedies
given by law to mortgagees in possession, receivers or receivers
and managers.

 



10. Protection of Secured Party and Appointees




 



10.1 Protection of Secured
Party and Receiver

 


(a) The
Secured Party is not obliged to, but may, do the
following:

 


(i) notify any
debtor or member of the Grantor or any other person of this
document; or

 


(ii) enforce
payment of any amount payable to the Grantor, or take any step or
proceeding for any similar purpose.

 


(b) None of
the Secured Party, any of its Authorised Representatives or agents,
any Attorney or any Receiver is liable for any omission or delay in
exercising any power, right, discretion or remedy under this
document or for any loss or irregularity that may occur in relation
to the exercise or non–exercise of any of them.

 



10.2 Conflict of
interests

 


The
Secured Party, an Authorised Representative or agent of the Secured
Party, an Attorney, Receiver or other person appointed by the
Secured Party under this document may exercise or agree to exercise
a power given by this document or by law even though that person
may have a conflict of interests in exercising the
power.

 



10.3 Liability for
Loss

 


(a) None of
the Secured Party, an Authorised Representative or agent of the
Secured Party, an Attorney, a Receiver or any other person
appointed by the Secured Party under this document is liable for
any Loss that the Grantor suffers as a direct or indirect result
of:

 


(i) the
exercise or attempted exercise of, or failure to exercise, or
non-exercise of, any of its rights, powers, remedies and/or
discretions contained in this document; or

 


(ii) any
release or dealing with any other Guarantee or Security (including
any prejudice to or loss of the Grantor's rights of
subrogation).

 


(b) If the
Secured Party, any Authorised Representative or agent of the
Secured Party, an Attorney or a Receiver enters into possession of
Secured Property, none of the Secured Party, any of its Authorised
Representatives or agents, any Attorney or any Receiver is
liable:

 


(i) to account
as a secured party or mortgagee in possession or for anything
except actual receipts; or

 


(ii) for any
Loss on realisation or for any default or omission for which a
secured party in possession might be liable.

 



11. Protection of Third Parties




 



11.1 Protection of persons
dealing with the Secured Party or Receiver

 


No
person acquiring any money or property from or paying or handing
over any money or property to or otherwise dealing with the Secured
Party, an Authorised Representative or agent of the Secured Party,
an Attorney, a Receiver or other person appointed by the Secured
Party under this document, or to whom is tendered for registration
an instrument executed by the Secured Party, an Authorised
Representative or agent of the Secured Party, an Attorney, a
Receiver or other person appointed by the Secured Party under this
document, will be:

 


(a) bound to
inquire:

 


(i) whether
the Secured Party or the relevant Authorised Representative or
agent of the Secured Party, Attorney, Receiver or other person
appointed by the Secured Party under this document has the right to
dispose of any money or property;

 


(ii) whether
any Event of Default has occurred or is subsisting;

 


(iii) whether
this document is, has become or remains enforceable;

 


(iv) whether
any of the Secured Money is owing or payable;

 


(v) whether
the relevant Authorised Representative or agent of the Secured
Party, Attorney, Receiver or other person appointed by the Secured
Party under this document has been properly appointed;

 


(vi) as to the
propriety or regularity of the exercise or purported exercise of
any right, remedy, power or discretion including any of the
foregoing in connection with any sale, disposal or dealing;
or

 


(vii) as to
any other matter or thing corresponding to any of the
foregoing;

 


(b) affected
by actual or constructive notice that any transaction, document,
sale, disposal or other dealing is unnecessary or improper;
or

 


(c) concerned
to see to the application of any money or property.

 


Despite
any irregularity or impropriety in a sale, disposal or dealing, it
is to be treated, for the protection of the purchaser, transferee
or other party to the disposal or dealing, as being authorised by
this document and valid.

 



11.2 Receipts

 


A
receipt that the Secured Party, one of its Authorised
Representatives or agents, an Attorney or a Receiver gives for any
amount payable to or receivable by the Secured Party or the
Receiver because of this document will:

 


(a) relieve
the person paying or handing over money or other property from all
liability:

 


(i) for the
application (or any loss or misapplication) of the money or other
property;

 


(ii) to
enquire about any of the matters referred to in
clause 11.1(a); and

 


(iii) (where
applicable) as to the propriety or regularity of the appointment of
the Receiver; and

 


(b) discharge
the person paying that amount from its liability to pay that
amount.

 



12. Application of Money




 



12.1 Order

 


(a) Money or
amounts that the Secured Party or a Receiver receives under or
because of this document is to be applied, after satisfaction of
any claims that the Secured Party or the Receiver is aware is a
claim that ranks in priority to the Security granted in
clause  2.1, in the
following order or in any other order that the Secured Party may
determine in its absolute discretion, subject to any applicable law
requiring application to the contrary (for example, section 140 of
the PPSA, if and to the extent applicable) to the extent that such
law cannot be contracted out of:

 


(i) (expenses)
first in payment of all expenses that the Secured Party or the
Receiver incurs in or incidental to the exercise or attempted
exercise of a power or otherwise in relation to any Finance
Document;

 


(ii) (outgoings)
then in payment of any other outgoings that the Receiver or the
Secured Party thinks it appropriate to pay;

 


(iii) (Receiver)
then in payment to the Receiver of any remuneration (whether by way
of commission or otherwise);

 


(iv) (indemnities)
then in payment to the Secured Party or the Receiver of any amount
necessary to give effect to any indemnity contained in or
incorporated by reference into this document; and

 


(v) (Secured
Money) then in payment to the Secured Party of the remainder
of the Secured Money.

 


(b) Any
surplus will belong to the Grantor or other persons entitled to it.
The Secured Party or the Receiver may pay the surplus to the credit
of a bank account in the name of the Grantor or other person
entitled to it or into court and will then be under no further
liability in relation to it. The surplus will not accrue interest.
No trust arises over the surplus.

 


(c) When the
Secured Party or a Receiver receives an amount under or because of
this document, and applies it in payment of the Secured Money, the
Secured Party or the Receiver (as the case may be) may apply
different parts of the amount received to different parts of the
Secured Money, regardless of any appropriation by the Grantor, as
the Secured Party or Receiver chooses.

 



12.2 Only actual receipts
credited

 


In
applying any amount towards the Secured Money, the Grantor will be
credited only with the amount that the Secured Party actually
receives for that purpose. The credit will date from the time of
receipt.

 



12.3 Compensation

 


If any
compensation becomes payable for the Secured Property, the Secured
Party may:

 


(a) apply the
sum received on account of any compensation, at the Secured Party's
option, in or towards repayment of the Secured Money;

 


(b) make,
enforce, settle or compromise any claims relating to compensation;
and

 


(c) execute
any necessary assurances and releases in the name of the Grantor
and the Secured Party.

 


If any
compensation comes into the hands of the Grantor before a final
irrevocable discharge of this document, the Grantor must
immediately pay it to the Secured Party.

 



12.4 Certificates and
disputes

 


(a) The
Secured Party may rely on a certificate issued by any person who
claims to be entitled to any amount received from the exercise of
any right in relation to the Secured Property which states that the
Grantor owes it a certain amount, without making any further
enquiry.

 


(b) If there
is any dispute between any persons (other than the Secured Party)
regarding an entitlement to receive any amount received from the
exercise of any right in relation to the Secured Property, the
Secured Party may pay that amount into court, and after doing so
does not have any further obligation in respect of that
amount.

 



12.5 No
interest

 


The
Secured Party is not obliged to pay interest to any person on any
amount received from the exercise of any right in relation to the
Secured Property.

 



12.6 Payment into bank
account

 


The
Secured Party or the Receiver may pay any amount to the credit of a
bank account in the name of a person to whom it is obliged to pay
any amount received from the exercise of any right in relation to
the Secured Property, and having done so is under no further
liability in respect of that amount.

 



12.7 Amounts contingently
due

 


(a) If any
part of the Secured Money is contingently owing to the Secured
Party when an amount is being applied under clause 12.1 the Secured Party or Receiver
may:

 


(i) retain an
amount equal to the amount contingently owing, or any part of it;
and

 


(ii) put that
amount in a suspense account.

 


(b) If the
amount which is contingently owing:

 


(i) becomes
payable; or

 


(ii) ceases to
be contingently owing,

 


the
Secured Party or Receiver must apply the amount retained (and any
interest earned on it) in accordance with clause 12.1.

 



13. Continuing Security and Third Party
Provisions




 



13.1 Nature of obligations
and enforcement

 


The
Grantor's obligations in this document:

 


(a) are
principal obligations, and not ancillary or collateral to any other
right or obligation; and

 


(b) may be
enforced against the Grantor without the Secured Party first being
required to:

 


(i) exhaust
any remedy it may have against any of GFN, the Grantor, GFN
Holdings or GFN USA Holdings, or any other remedy it may have
against the Grantor; or

 


(ii) enforce
any other Security or Guarantee it may hold relating to the Secured
Money or the Secured Obligations.

 



13.2 Preservation of
Grantor's obligations

 


The
Grantor's obligations in this document are absolute, unconditional
and irrevocable. The liability of the Grantor under this document
extends to and is not affected by any circumstance, act or omission
which, but for this subclause, might otherwise affect it at law or
in equity including:

 


(a) the grant
of any time, waiver or other indulgence or concession;

 


(b) the
discharge or release of any of GFN, the Grantor, GFN Holdings or
GFN USA Holdings, or any other person;

 


(c) any
transaction or arrangement that may take place between the Secured
Party and any of GFN, the Grantor, GFN Holdings or GFN USA
Holdings, or any other person;

 


(d) the
occurrence of an Insolvency Event in relation to any of GFN, the
Grantor, GFN Holdings or GFN USA Holdings, or any other
person;

 


(e) the
Secured Party or any other person dealing or not dealing in any way
with any other Guarantee, Security, document or
agreement;

 


(f) the
Secured Party or any other person:

 


(i) exercising
or not exercising any other Guarantee or Security or any right or
remedy conferred on it by law or in equity or by any document or
agreement; or

 


(ii) not
recovering any amount owing by any of GFN, the Grantor, GFN
Holdings or GFN USA Holdings;

 


(g) any
variation (including a variation which increases, or extends the
duration of, the Secured Money or which increases or changes any
Secured Obligations), replacement, extinguishment,
unenforceability, failure, loss, abandonment or transfer of any
document or agreement relating to the Secured Money or the Secured
Obligations (including this document and any other Guarantee or
Security held by the Secured Party from any person at any
time);

 


(h) the
obligations of the Grantor or any other person under this document
or any other document or agreement relating to the Secured Money or
the Secured Obligations or this document (including any other
Guarantee or Security) being or becoming illegal, void, voidable,
unenforceable or disclaimed by a liquidator or trustee for
creditors or in bankruptcy;

 


(i) the
Secured Party not giving the Grantor notice of any default by any
of GFN, the Grantor, GFN Holdings or GFN USA Holdings, or any other
person;

 


(j) the
Secured Party not disclosing any information to the
Grantor;

 


(k) any
representation made or information given by the Secured Party to
the Grantor;

 


(l) any change
in the legal capacity, rights or obligations of, or other
circumstance related to, any of GFN, the Grantor, GFN Holdings or
GFN USA Holdings, or any other person;

 


(m) any legal
limitation, disability, incapacity or other circumstance related to
any of GFN, the Grantor, GFN Holdings or GFN USA Holdings, or any
other person;

 


(n) any
invalidity or irregularity in the execution of any Finance Document
or any deficiency in the powers of any of GFN, the Grantor, GFN
Holdings or GFN USA Holdings;

 


(o) any
assignment by the Secured Party, with or without the knowledge of
any of GFN, the Grantor, GFN Holdings or GFN USA
Holdings;

 


(p) any
obligation of any of GFN, the Grantor, GFN Holdings or GFN USA
Holdings being discharged by operation of law;

 


(q) any person
who was intended to be bound as a guarantor or surety in relation
to the Secured Money and/or the Secured Obligations not becoming
bound or ceasing to be bound;

 


(r) any
laches, acquiescence, delay, act, omission or mistake on the part
of, or suffered by, the Secured Party or any other person, in
relation to this document or any other Guarantee, Security,
document or agreement;

 


(s) the
receipt by the Secured Party or any other person of any dividend or
amount after an Insolvency Event in relation to any of GFN, the
Grantor, GFN Holdings or GFN USA Holdings, or any other
person;

 


(t) any
judgment or right which the Secured Party may have or exercise
against any of GFN, the Grantor, GFN Holdings or GFN USA Holdings,
or any other person;

 


(u) the
opening or operation of a new account by any of GFN, the Grantor,
GFN Holdings or GFN USA Holdings with the Secured Party or any
other person;

 


(v) the
amendment of the constitution, trust deed or other constituent
document of any of GFN, the Grantor, GFN Holdings or GFN USA
Holdings;

 


(w) if any of
GFN, the Grantor, GFN Holdings or GFN USA Holdings is a member of a
partnership, firm, joint venture or association, any change in the
structure, membership, name or business of that partnership, firm,
joint venture or association;

 


(x) if any of
GFN, the Grantor, GFN Holdings or GFN USA Holdings is a trustee of
a trust, any breach or variation of the terms of that trust;
or

 


(y) if any of
GFN, the Grantor, GFN Holdings or GFN USA Holdings is a director or
shareholder of any of GFN, the Grantor, GFN Holdings or GFN USA
Holdings, any change in that directorship or
shareholding.

 



13.3 Continuity

 


Each
Security granted in clause 2.1:

 


(a) is a
continuing security, and remains in full force until a final
irrevocable discharge of that Security is given to the Grantor
under clause 14 despite any
transaction or other thing (including a settlement of account or
intervening payment); and

 


(b) will apply
to the present and future balance of the Secured Money and to the
present and future Secured Obligations.

 



13.4 Limitations on
Grantor's rights

 


Until
the Secured Money has been irrevocably paid, repaid and satisfied
in full and the Secured Obligations have been irrevocably performed
and satisfied in full, the Grantor may not:

 


(a) share in
any Guarantee, Security or amount received or receivable by the
Secured Party in relation to the Secured Money or the Secured
Obligations or stand in the place of the Secured Party in relation
to any Guarantee, Security or right to receive any
amount;

 


(b) take any
steps to enforce a right or claim against any of GFN, the Grantor,
GFN Holdings or GFN USA Holdings relating to any amount paid by the
Grantor to the Secured Party under this document or any other
Finance Document;

 


(c) have or
exercise any rights as surety in competition with the Secured
Party;

 


(d) receive,
claim or have the benefit of any payment (including a payment under
a Guarantee), distribution or Security from or on account of any of
GFN, the Grantor, GFN Holdings or GFN USA Holdings or any other
person;

 


(e) in
reduction of its liability under this document, raise a defence,
set off or counterclaim available to itself, any of GFN, the
Grantor, GFN Holdings or GFN USA Holdings, or a co-surety or
co-indemnifier against the Secured Party or claim a set off or make
a counterclaim against the Secured Party; or

 


(f) claim to
be entitled by way of contribution, indemnity, subrogation,
marshalling or otherwise to the benefit of any document or
agreement to which the Secured Party is a party.

 



13.5 No
marshalling

 


The
Secured Party is not under any obligation to marshal or appropriate
in favour of the Grantor or to exercise, apply, perfect or recover
any Security that the Secured Party holds at any time or any funds
or property that the Secured Party may be entitled to receive or
have a claim on.

 



13.6 Effect of Insolvency
Event

 


(a) If any of
the Grantor, GFN Holdings or GFN USA Holdings is wound up or
bankrupted, the Grantor irrevocably authorises the Secured Party
to:

 


(i) prove for
all amounts that the Grantor has paid under this document;
and

 


(ii) retain
and carry into a suspense account and appropriate at the Secured
Party's discretion any dividends and other amounts received in
relation to the Secured Money,

 


until
the Secured Money has been irrevocably paid, repaid and satisfied
in full and the Secured Obligations have been irrevocably performed
and satisfied in full. The Secured Party is not obliged to do
this.

 


(b) If an
Insolvency Event has occurred in relation to any of the Grantor,
GFN Holdings or GFN USA Holdings, any amount paid by GFN the
Grantor, GFN Holdings or GFN USA Holdings (as the case may be)
(relevant payment) will only
be applied against any Secured Money if:

 


(i) the
Secured Party forms the opinion in good faith (which will be
conclusively binding on the Grantor) that it will not be required
to pay the relevant payment to any person under any law relating to
bankruptcy, winding up or the protection of creditors;
or

 


(ii) a final
judgment is given by a court of competent jurisdiction in favour of
the Secured Party that it is not required to pay the relevant
payment to any person under any law relating to bankruptcy, winding
up or the protection of creditors.

 


(c) If an
amount is applied against any Secured Money and the Secured Party
pays or determines that it is obliged to pay the relevant amount to
any person under any law relating to bankruptcy, winding up or the
protection of creditors:

 


(i) the
Secured Party's rights are to be reinstated and will be the same in
relation to that amount as if the application, or the payment or
transaction giving rise to it, had not been made; and

 


(ii) the
Grantor must immediately do anything (including the signing of
documents) required by the Secured Party to restore to the Secured
Party any Guarantee or Security to which it was entitled
immediately before that application or the payment or transaction
giving rise to it.

 


(d) Any
discharge or release between the Secured Party and the Grantor is
subject to reinstatement of the Secured Party's rights under this
subclause.

 



13.7 Notice of other
interests in Non-PPS Property

 


(a) If the
Secured Party receives notice of a subsequent interest in any
Non-PPS Property, it may open a new account in the Grantor's name
in the books of the Secured Party.

 


(b) If the
Secured Party does not open a new account under
clause 13.7(a), it is taken to
have done so at the time it received notice of the subsequent
interest.

 


(c) From the
time the new account is opened or taken to be opened, the following
amounts will be, or will be taken to be, debited or credited (as
applicable) to the new account:

 


(i) all
financial accommodation made by the Secured Party to the Grantor;
and

 


(ii) all
payments and repayments made by the Grantor to the Secured
Party.

 


(d) Payments,
repayments and other amounts from the new account will only be
applied in reduction of other Secured Money to the extent there is
no debit balance in that account.

 


(e) If
requested by the Secured Party, the Grantor must ensure that any
other holder of a Security in Non-PPS Property enters into an
agreement with the Secured Party:

 


(i) under
which the holder agrees that the Secured Party's Security ranks
ahead of that holder's Security, for all the amount owing that is
incurred after that holder's Security was granted; and

 


(ii) which is
otherwise satisfactory to the Secured Party in form and
substance.

 


(f) The
Secured Party may notify the Grantor that its obligation to provide
further financial accommodation under any Finance Document is
terminated, in which case its obligation to do so terminates
immediately, if:

 


(i) the
Secured Party receives notice of a subsequent Security (other than
a Permitted Security) which affects any Non-PPS Property;
and

 


(ii) it is of
the opinion that any financial accommodation provided to the
Grantor will not rank ahead of that subsequent
Security.

 


(g) If this
clause 13.7 is inconsistent with
any other Finance Document, this clause prevails to the extent of
the inconsistency.

 



14. Release




 


The
Secured Party must at the request and cost of the Grantor release
the Secured Property from the Security created by this document and
transfer back to the Grantor any remaining Secured Property
transferred by way of security to the Secured Party under this
document:

 


(a) when the
Secured Party is satisfied that:

 


(i) all the
Secured Money has been irrevocably paid, repaid and satisfied in
full or satisfied in accordance with this document and (without
limiting this) that clause 13.6
and clause 18.13 will not later
apply; and

 


(ii) all the
Secured Obligations have been irrevocably performed and satisfied
in full; and

 


(iii) no
amount remains contingently payable or may become payable on the
security of this document (including under an indemnity);
and

 


(iv) if a an
Event of Default has occurred, the Secured Party has not sold or
agreed to sell the Secured Property and is not deemed to have taken
any Secured Property in satisfaction of the Secured Money or the
Secured Obligations; and

 


(b) on payment
or retention of all costs and expenses incurred by or payable to
the Secured Party, its Authorised Representatives or any Receiver
or Attorney in connection with the foregoing.

 


Any
discharge is subject to clause 13.6 and clause 18.13.

 



15. Personal Property Securities Act




 



15.1 PPSA Further
steps

 


If the
Secured Party determines that a Finance Document (or a transaction
in connection with it) is or contains a security interest for the
purposes of the PPSA, the Grantor agrees to do anything (such as
obtaining consents, signing and producing documents, getting
documents completed and signed and supplying information) which the
Secured Party asks and considers necessary for the purposes
of:

 


(a) providing
more effective security over the property subject to the security
interest for payment of the Secured Money or performance of the
Secured Obligations; or

 


(b) ensuring
that the security interest is enforceable, perfected (including,
where possible, by control (as defined in the PPSA) in addition to
registration) and otherwise effective; or

 


(c) enabling
the Secured Party to apply for any registration, or give any
notification, in connection with the security interest so that the
security interest has the priority required by the Secured Party;
or

 


(d) enabling
the Secured Party to exercise rights in connection with the
security interest or the property subject to the security
interest.

 



15.2 PPSA
undertaking

 


If the
Grantor holds any security interests for the purposes of the PPSA,
the Grantor agrees to promptly take all reasonable steps which are
prudent for its business under or in relation to the PPSA,
including doing anything reasonably requested by the Secured Party
for that purpose, and to implement, maintain and comply in all
material respects with procedures for the perfection of those
security interests. These procedures must include procedures
designed to ensure that the Grantor takes all steps under the PPSA
to perfect continuously any such security interest including all
steps necessary:

 


(a) for the
Grantor to obtain the highest ranking priority possible in respect
of the security interest (such as perfecting a purchase money
security interest or perfecting a security interest by control (as
defined in the PPSA)); and

 


(b) to reduce
as far as possible the risk of a third party acquiring an interest
free of the security interest (such as including the serial number
in a financing statement for personal property that may or must be
described by a serial number).

 


If the
Secured Party asks, the Grantor agrees to arrange at the
Grantor’s expense an audit of the above PPSA procedures. The
Secured Party may ask the Grantor to do this if it reasonably
suspects that the Grantor is not complying with this
clause.

 



15.3 Costs of further
steps and undertaking

 


Everything the
Grantor is required to do under this clause 15 is at the Grantor’s expense. The
Grantor agrees to pay or reimburse the costs and expenses of the
Secured Party in connection with anything the Grantor is required
to do under this clause 15.

 



15.4 Exclusion of PPSA
provisions

 


To the
extent the law permits:

 


(a) for the
purposes of sections 115(1) and 115(7) of the PPSA:

 


(i) the
Secured Party need not comply with sections 95, 118, 121(4), 125,
130, 132(3)(d) or 132(4); and

 


(ii) sections
142 and 143 are excluded;

 


(b) for the
purposes of section 115(7) of the PPSA, the Secured Party need not
comply with sections 132 and 137(3); and

 


(c) if the
PPSA is amended after the date of this document to permit the
Grantor and the Secured Party to agree not to comply with or to
exclude other provisions of the PPSA, the Secured Party may notify
the Grantor that any of those provisions is excluded, or that the
Secured Party need not comply with any of those provisions, as
notified to the Grantor by the Secured Party.

 



15.5 Exercise of rights by
Secured Party

 


If the
Secured Party exercises a right, power or remedy in connection with
this document, that exercise is taken not to be an exercise of a
right, power or remedy under the PPSA unless the Secured Party
states otherwise at the time of exercise. However, this clause does
not apply to a right, power or remedy which can only be exercised
under the PPSA.

 



15.6 No notice required
unless mandatory

 


To the
extent the law permits, the Grantor waives:

 


(a) its rights
to receive any notice that is required by:

 


(i) any
provision of the PPSA (including a notice of a verification
statement); or

 


(ii) any other
law before the Secured Party or a Receiver exercises a right, power
or remedy; and

 


(b) any time
period that must otherwise lapse under any law before the Secured
Party or Receiver exercises a right, power or remedy.

 


If the
law which requires a period of notice or a lapse of time cannot be
excluded, but the law provides that the period of notice or lapse
of time may be agreed, that period or lapse is one day or the
minimum period the law allows to be agreed (whichever is the
longer).

 


However, nothing in
this clause prohibits the Secured Party or any Receiver from giving
a notice under the PPSA or any other law.

 



15.7 Confidentiality
Agreement

 


(a) In this
clause 15.7, all references to
sections are to sections in the PPSA.

 


(b) The
parties agree not to disclose information of the kind mentioned in
section 275(1), except in the circumstances required by sections
275(7)(b) to (e). The Grantor must obtain the Secured Party's
consent before authorising the disclosure of information under
section 275(7)(c) or requesting information under section
275(7)(d). Nothing in this paragraph prevents any disclosure by the
Secured Party that it believes is necessary to comply with its
other obligations under the PPSA.

 


(c) To the
extent that it is not inconsistent with clause 15.7(b) constituting a ‘confidentiality
agreement’ for the purposes of section 275(6)(a), the Grantor
agrees that the Secured Party may disclose information of the kind
mentioned in section 275(1) to the extent that the Secured Party is
not doing so in response to a request made by an ‘interested
person’ (as defined in section 275(9)) pursuant to section
275(1).

 


(d) Each party
consents to the disclosures made in accordance with this
clause.

 



15.8 PPS Security
Interests

 


(a) The
Grantor acknowledges that this document gives rise, or may give
rise, to one or more PPS Security Interests.

 


(b) To the
extent that any such PPS Security Interest can be perfected by
control (as defined in the PPSA), the Grantor must do anything
required by the Secured Party to enable it to perfect that PPS
Security Interest by control (as defined in the PPSA).

 


(c) To the
extent that any such PPS Security Interest is over personal
property of a type referred to in section 340(5) of the PPSA, the
Grantor must do anything required by the Secured Party to enable it
to control (as defined in the PPSA) that property for the purposes
of section 340(2)(b) of the PPSA.

 



15.9 Authority to register
and waiver of right to receive verification
statements

 


The
Grantor acknowledges that the Secured Party may, at the Grantor's
cost, register one or more financing statements, or give any
notification, in relation to any PPS Security Interest provided for
by this document.

 



15.10 Appointment of
Grantor as nominee

 


For the
purposes of section 153 of the PPSA, the Secured Party appoints the
Grantor as its nominee, and authorises the Grantor to act on its
behalf, in connection with a registration under the PPSA of any
security interest in favour of the Grantor which is:

 


(a) evidenced
or created by chattel paper;

 


(b) perfected
by registration under the PPSA; and

 


(c) transferred
to the Secured Party under this document.

 


This
authority ceases when the registration is transferred to the
Secured Party.

 



15.11 Other
rights

 


Where
the Secured Party has rights, powers, remedies and discretions in
addition to, or existing separately from, those in Chapter 4 of the
PPSA, those rights, powers, remedies and discretions will continue
to apply and are not limited or excluded (or otherwise adversely
affected) by the PPSA. This is despite clause 15.4 or any other provisions of a Finance
Document.

 



16. Anti-money laundering




 



16.1 Anti-money
laundering

 


(a) The
Grantor agrees that the Secured Party may delay, block or refuse to
process any Suspicious Transaction without incurring any liability
to any person.

 


(b) Notwithstanding
any other provision of any Finance Document to the contrary, the
Grantor must provide all information and documents to the Secured
Party which the Secured Party reasonably requires in order to
manage its money-laundering, terrorism-financing or economic and/or
trade sanctions risk or to comply with AML CTF Laws or any other
laws or regulations in Australia or any other country.

 


(c) The
Grantor agrees that the Secured Party may disclose any information
or documents concerning the Grantor to any law enforcement agency,
regulatory agency, court or other person where required by any law
or regulation in Australia or elsewhere and such disclosure will
not breach any duty (including any duty of confidentiality) owed by
the Secured Party to any other party to any Finance Document. The
Grantor releases the Secured Party in respect of any claim they
would otherwise have in respect of such disclosure.

 


(d) Unless the
Grantor has disclosed that it is acting in a trustee capacity or on
behalf of another party, the Grantor represents and warrants that
it is acting on its own behalf in entering into the Finance
Documents to which it is a party.

 


(e) The
Grantor declares and undertakes to the Secured Party that the
processing of any transaction by the Secured Party in accordance
with the Grantor's instructions will not breach any laws or
regulations in Australia or any other country.

 


(f) Notwithstanding
any other provision of any Finance Document to the contrary, the
Secured Party is not obliged to do or omit anything if it would, or
might in its reasonable opinion, constitute a breach of any AML CTF
Laws or economic and/or trade sanctions laws or regulations
applicable to the Secured Party, including, as applicable, the
Charter of the United Nations Act 1945 (Cth), the Charter of the
United Nations (Dealing with Assets) Regulations 2008 (Cth) and the
Autonomous Sanctions Regulations 2011 (Cth).

 



17. Amendment and assignment




 



17.1 Amendment

 


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

 



17.2 Assignment

 


(a) The
Grantor may not assign, novate, transfer, sub-participate,
encumber, declare a trust over or otherwise deal with all or any of
its rights and/or obligations under this document without the prior
written consent of the Secured Party.

 


(b) The
Secured Party may assign, novate, transfer, sub-participate,
encumber, declare a trust over or otherwise deal with all or any of
its rights and/or obligations under this document without being
required to obtain the consent of any of GFN, the Grantor, GFN
Holdings or GFN USA Holdings, or to provide any notice to any of
GFN, the Grantor, GFN Holdings or GFN USA Holdings. The Secured
Party may disclose to any potential holder of any right and/or
obligation any information relating to the Finance Documents or any
party to them.

 


(c) The
Grantor agrees to do or execute anything reasonably requested by
the Secured Party to effect an assignment, novation, transfer or
other dealing under this clause 17.2.

 



18. General




 



18.1 Governing
law

 


This
document is governed by New South Wales law.

 



18.2 Jurisdiction

 


(a) The courts
having jurisdiction in New South Wales have exclusive jurisdiction
to settle any dispute arising out of or in connection with this
document (including a dispute regarding the existence, validity or
termination of this document) (Dispute).

 


(b) The
parties agree that those courts are the most appropriate and
convenient courts to settle Disputes and accordingly no party will
argue to the contrary.

 


(c) Each party
irrevocably waives any objection it may now or in the future have
to the venue of any proceedings, and any claim it may now or in the
future have that any proceedings have been brought in an
inconvenient forum, where that venue falls within
paragraph 18.2(a)
above.

 


(d) This
clause 18.2 is for the benefit of
the Secured Party only. As a result, the Secured Party will not be
prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction. To the extent allowed by law, the
Secured Party may take concurrent proceedings in any number of
jurisdictions.

 



18.3 Liability for own
expenses

 


The
Grantor is liable for its own costs and expenses in complying with
this document, including where it does so at the Secured Party's
request or for the Secured Party's benefit.

 



18.4 Giving effect to
documents

 


(a) The
Grantor must do anything (including executing any transfer in blank
or any other transfer or other document), and must ensure that its
employees and agents do anything, that the Secured Party may
reasonably require to:

 


(i) give full
effect to each Finance Document;

 


(ii) better or
more fully secure the rights, remedies and powers of the Secured
Party under each Finance Document or to enable the Secured Party to
exercise those rights, remedies and/or powers;

 


(iii) better
or more fully secure the property the subject of any Security
Document to the Secured Party;

 


(iv) bind the
Grantor and any other person intended to be bound under any Finance
Document;

 


(v) enable the
Secured Party to register any power of attorney contained in any
Finance Document;

 


(vi) show
whether the Grantor and/or any of GFN, the Grantor, GFN Holdings or
GFN USA Holdings is complying with each or any Finance
Document;

 


(vii) continuously
perfect the Security created or intended to be created under or
evidenced by any Security Document or other Finance
Document;

 


(viii) facilitate
the exercise of any rights, powers and/or remedies of the Secured
Party provided by, under or pursuant to any Finance Documents or
law;

 


(ix) ensure
that each Security created under or evidenced by any Finance
Document is enforceable and effective;

 


(x) protect
the Secured Party's position under each Finance Document and/or in
relation to any property referred to in this clause 18.4 in the context of the PPSA;

 


(xi) enable
the Secured Party to apply for any registration, or give any
notification, or do any other thing in connection with any Security
so that the Security has the priority intended by the Secured
Party; and/or

 


(xii) enable
the Secured Party to exercise rights, powers and/or remedies in
connection with any Security.

 


(b) The
Grantor agrees that the Secured Party may complete and fill in any
blanks in any Finance Document or in any document connected with a
Finance Document (such as financing statements, financing change
statements, amendment demands or transfers for any part of the
Secured Property).

 



18.5 Right to make good a
default

 


(a) If the
Grantor breaches this document, the Secured Party may do everything
it considers to be necessary or desirable to attempt to remedy the
breach to the Secured Party's satisfaction. The Secured Party is
not obliged to do so. Any liabilities or expenses incurred by the
Secured Party in attempting to remedy any such breach must be
reimbursed by the Grantor on demand.

 


(b) Clause 18.5(a)
does not limit any other right the Secured Party has under this
document or at law.

 



18.6 Certificates and
disputes

 


(a) The
Secured Party may rely on a certificate issued by any person who
claims to be entitled to any amount received from the exercise of
any right in relation to the Secured Property which states that the
Grantor owes it a certain amount, without making any further
enquiry.

 


(b) If there
is any dispute between any persons (other than the Secured Party)
regarding an entitlement to receive any amount received from the
exercise of any right in relation to the Secured Property, the
Secured Party may pay that amount into court, and after doing so
does not have any further obligation in respect of that
amount.

 



18.7 Remedies and
waivers

 


No
failure to exercise, nor any delay in exercising, on the part of
the Secured Party, any Attorney or any Receiver, any right or
remedy under the Finance Documents will operate as a waiver, nor
will any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or
remedy. A waiver of a right on one or more occasions does not
operate as a waiver of that right or as an estoppel precluding
enforcement of that right if it arises again. The rights and
remedies provided in the Finance Documents are cumulative and not
exclusive of any rights or remedies provided by law.

 



18.8 Operation of this
document

 


(a) Any right
that the Secured Party, an Attorney or a Receiver may have under
the Finance Documents is in addition to, and does not replace or
limit, any other right that the Secured Party, an Attorney or the
Receiver may have.

 


(b) If, at any
time, any provision of this document is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way
be affected or impaired.

 



18.9 Operation of
indemnities

 


(a) Each
indemnity in this document survives the expiry or termination of
this document.

 


(b) The
Secured Party or any other person indemnified under this document
may recover a payment under an indemnity in this document before it
makes the payment in respect of which the indemnity is
given.

 


(c) If a
provision of this document is expressed to:

 


(i) indemnify;

 


(ii) exclude
or limit any liability of; or

 


(iii) otherwise
benefit,

 


a
person who is not a party to this document, the Grantor agrees that
the Secured Party holds the benefit of that indemnity, exclusion,
limitation or other benefit on trust for that person and may
enforce this document on their behalf and for their
benefit.

 


(d) Unless the
Secured Party directs or instructs to the contrary, a person who is
entitled to be indemnified under this document may recover the
amount to be indemnified direct from the Secured
Property.

 



18.10 Consents

 


Where a
Finance Document contemplates that the Secured Party, a Receiver or
an Attorney may agree or consent to something (however it is
described), the Secured Party, the Receiver or the Attorney, as the
case may be, may:

 


(a) agree or
consent, or not agree or consent, in its absolute discretion;
and

 


(b) agree or
consent subject to conditions,

 


unless
that document expressly contemplates otherwise.

 



18.11 Statements by the
Secured Party

 


A
statement by the Secured Party or by an authorised representative
or attorney of the Secured Party on any matter relating to this
document (including any amount owing by any of GFN, the Grantor,
GFN Holdings or GFN USA Holdings is conclusive unless clearly wrong
on its face.

 



18.12 Set–off and
Combination of Accounts

 


(a) If an
Event of Default or Review Event occurs the Secured Party may, but
need not, set off any obligation due from the Grantor under the
Finance Documents against any obligation owed by the Secured Party
to the Grantor (whether or not matured), regardless of the place of
payment, booking branch or currency of either obligation. If the
obligations are in different currencies, the Secured Party may
convert either obligation at a market rate of exchange in its usual
course of business for the purpose of the set-off.

 


(b) If an
Event of Default or Review Event occurs the Secured Party may, but
need not, combine any account that the Grantor holds with it at any
branch or office (in Australia or elsewhere) with any amount owing
by the Grantor to it under the Finance Documents. For this purpose
the Secured Party may change the terms (including the repayment
date) of any account or other payment obligation between the
parties and convert amounts into different currencies at a market
rate of exchange.

 



18.13 Reinstating avoided
transaction

 


(a) The
Grantor agrees that if a payment or other transaction relating to
the Secured Money or the Secured Obligations is void, voidable,
unenforceable or defective for any reason or a related claim is
upheld, conceded or settled (each an Avoidance), then even if the Secured
Party knew or should have known of the Avoidance:

 


(i) each
right, remedy, power or discretion of the Secured Party, any
Receiver or any Attorney under this document or any other Finance
Document will be what it would have been, and will continue, as if
the payment or transaction the subject of the Avoidance had not
occurred; and

 


(ii) the
Grantor must immediately execute and do anything required by the
Secured Party to restore to the Secured Party its position
immediately before the Avoidance (including reinstating any Finance
Document).

 


(b) This
clause 18.13survives any
termination or full or partial discharge or release of this
document or any other Finance Document.

 



18.14 No
merger

 


Nothing
in this document merges with any other Security, or any Guarantee,
judgment or other right or remedy, that the Secured Party, any
Receiver or an Attorney may hold at any time.

 



18.15 Exclusion of
contrary legislation

 


Any
legislation that affects an obligation of the Grantor in a manner
that is adverse to the interests of the Secured Party, any Receiver
or any Attorney, or adversely affects the exercise by the Secured
Party, any Receiver or any Attorney of a right or remedy, under or
relating to this document is excluded to the full extent permitted
by law.

 



18.16 Consideration

 


Each
party acknowledges receiving good and valuable consideration for
entering into this document and incurring obligations under this
document.

 



18.17 Counterparts

 


This
document may be executed in counterparts.

 



18.18 Execution by fewer
than all parties

 


This
document binds each of the persons executing it even
if:

 


(a) one or
more of the persons named in this document as the Grantor does not
execute this document or is not bound or ceases to be bound by this
document; or

 


(b) the
Secured Party does not execute or only subsequently executes this
document.

 



18.19 Execution
Declaration

 


Each
person who executes this document 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.

 



18.20 Tax
gross-up

 


(a) The
Grantor must make all payments to be made by it under this Deed
without any tax deduction unless such tax deduction is required by
law.

 


(b) The
Grantor must promptly upon becoming aware that it must make a tax
deduction (or that there is any change in the rate or the basis of
a tax deduction) notify the other Parties.

 


(c) If a tax
deduction is required by law to be made by the Grantor except in
relation to a tax described in Section 18.21(b)(i), the Grantor
must pay an additional amount together with the payment so that,
after making any tax deduction, the Secured Party receives an
amount equal to the payment which would have been due if no tax
deduction had been required.

 


(d) If the
Grantor is required to make a tax deduction, the Grantor must make
that tax deduction and any payment required in connection with that
tax deduction within the time allowed and in the minimum amount
required by law.

 


(e) Within 30
days of making either a tax deduction or any payment required in
connection with that tax deduction, the Grantor must deliver to the
Secured Party evidence satisfactory to the Secured Party, acting
reasonably, that the tax deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing
authority.

 



18.21 Tax
indemnity

 


(a) The
Grantor must (within three Business Days of demand by the Secured
Party) pay to the Secured Party, or procure that there is paid to
the Secured Party, an amount equal to the Loss which the Secured
Party determines will be or has been (directly or indirectly)
suffered or incurred for or on account of tax by the Secured Party
in respect of this Deed or a transaction or payment under
it.

 


(b) Paragraph 18.21(a)
above does not apply:

 


(i) with
respect to any tax assessed on the Secured Party under the law of
the jurisdiction in which the Secured Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which the Secured
Party is treated as resident for tax purposes if that tax is
imposed on or calculated by reference to the net income received or
receivable (but not any sum actually or deemed to be received or
receivable) by the Secured Party; or

 


(ii) to the
extent the relevant Loss is compensated for by an increased payment
under clause 18.20.

 


(c) If the
Secured Party makes or intends to make a claim under
paragraph 18.21(a) above, the
Secured Party must promptly notify the Grantor of the event which
will give, or has given, rise to the claim.

 



18.22 Stamp duties,
registration and similar Taxes

 


The
Grantor must:

 


(a) pay;
and

 


(b) within
three Business Days of demand, indemnify the Secured Party against
any Loss that the Secured Party suffers or incurs in relation
to,

 


all
stamp duty, registration and other similar taxes payable in respect
of this Deed.

 



19. Notices




 



19.1 Communications in
writing

 


Subject
to clause 19.6, any communication to
be made under or in connection with the this Deed must be made in
writing and, unless otherwise stated, may be made by fax or letter
or by electronic transmission.

 



19.2 Addresses

 


Subject
to clause 19.6, the address and fax
number and email address (and the department or officer, if any,
for whose attention the communication is to be made) of each Party
for any communication or document to be made or delivered under or
in connection with this Deed is that identified in the Details
section at the beginning of this document or in Schedule 2 or any
substitute address, fax number, email address, or department or
officer as the Party may notify to the other party by not less than
five Business Days’ notice.

 



19.3 Delivery

 


(a) Subject to
clause 19.6, any such communication or
document will only be effective:

 


(i) if by way
of fax, when received in legible form;

 


(ii) if by way
of letter, when it has been left at the relevant address or three
Business Days after being deposited in the post postage prepaid in
an envelope addressed to it at that address; or

 


(iii) if by
way of electronic transmission when received in legible form by the
recipient and, if a particular department or officer is specified
as part of its address details provided in the Details section at
the beginning of this document or in Schedule 2 of this
document or in any
substitute address, fax number, email address, or department or
officer as the Party may notify to the other party, if addressed to
that department or officer.

 


(b) Subject to
clause 19.6, any communication or
document to be made or delivered to the Secured Party will be
effective only when actually received by the Secured Party and then
only if it is expressly marked for the attention of the department
or officer specified as part of its address details provided in the
Details section at the beginning of this document or in Schedule 2 of this document
(or any substitute department or officer as the Secured Party
specifies for this purpose).

 


(c) If
delivery, receipt or transmission is not on a Business Day or is
after 5.00pm on a Business Day, the communication is taken to be
received at 9.00am on the next Business Day.

 


(d) All
notices must be signed by an Authorised Representative of the
sender.

 



19.4 Reliance

 


Any
communication sent under this clause 19 (Notices) can be relied on by the
recipient if the recipient reasonably believes the communication to
be genuine and if it bears what appears to be the signature
(original or facsimile) of an Authorised Representative of the
sender (without the need for further enquiry or confirmation). Each
Party must take reasonable care to ensure that no forged, false or
unauthorised communications are sent to another Party.

 



19.5 English
language

 


(a) Any notice
given under or in connection with any this Deed must be in
English.

 


(b) All other
documents provided under or in connection with this Deed must
be:

 


(i) in
English; or

 


(ii) if not in
English, and if so required by the Secured Party, accompanied by a
certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional,
statutory or other official document.

 



19.6 Electronic
Communications

 


(a) In this
clause 19.6:

 


Communication means any instruction,
notice, consent, request, approval, acceptance, confirmation,
information or document.

 


Electronic Communication means a
Communication transmitted by electronic means, including facsimile,
email or any other electronic way of sending, receiving and/or
retrieving data now or in the future.

 


(b) If the
Grantor sends Electronic Communications:

 


(i) the
Grantor acknowledges that there are risks in communicating in this
manner and agrees that it is responsible for those
risks;

 


(ii) the
Grantor must comply with any security measures agreed with the
Secured Party (security
procedures); and

 


(iii) if the
Secured Party receives an Electronic Communication it believes to
be genuine and which complies with the security procedures (if
any):

 


(A) the
Secured Party need not verify the authenticity or completeness of
the Communication, even if the Communication instructs the Secured
Party to make a payment; and

 


(B) any such
Communication will be treated as authorised by the Grantor and will
be binding on it.

 


(c) The
Secured Party may give the Grantor notice at any time that it will
no longer accept any, or specified, Electronic Communications. The
notice is effective from when it is received by the Grantor until
the Secured Party notifies the Grantor in writing that it will
again accept Electronic Communications, or Electronic
Communications of the specified type, as the case may
be.


 




	

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Schedule
1 – Serial numbered property

 




 


The
Secured Party has a Security in serial numbered goods which are
Secured Property irrespective of whether they are listed below.
This Schedule provides additional information about the Secured
Property to which it refers.

 



eg Motor Vehicles


	


Grantor

	


Name of Manufacturer

	


No of Manufacturer*

	


Model Name

	


Year Made

	


Registration No

	


Vehicle Identification or Chassis Number*

	


Engine No

	


Principal Location


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 






 


 


 




	

29149514.1
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Schedule
2 – Notice Details

 




 


Secured
Party:

 


Bison
Capital Partners V, L.P.

 


233
Wilshire Boulevard

 


Suite
425

 


Santa
Monica, CA 90401

 


Attention: Douglas
B. Trussler

 


Telephone: 310.260.6570

 


Facsimile: 310.260.6576

 


Email: dtrussler@bisoncapital.com

 



Grantor:

 


c/o
General Finance Corporation

 


39 East
Union Street

 


Pasadena,
California 91103

 


 

 


Attention: Christopher
A. Wilson

 


Telephone: 626.204.6308

 


Facsimile: 626.795.8090

 


Email:  notices@generalfinance.com


 




	

29149514.1
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Schedule
3 – Share Transfer Form

 





 




	

29149514.1
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Executed as a deed.

 



SECURED PARTY

 


BISON
CAPITAL PARTNERS V, L.P., a Delaware limited
partnership

 

 


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner

 

 


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner

 

 


 

 

 


By:      

 


Name: Douglas
B. Trussler

 


Title: Managing
Member


 

 


 

 



GRANTOR


 


	


EXECUTED by GFN ASIA PACIFIC
FINANCE PTY LTD. (ACN 620128001) in accordance with section 127 of
the Corporations Act 2001
(Cth) by authority of its directors in the presence
of:


 


 


 


Signature
of director


 


 


 


Name of
director (block letters)

	

)


)


)


)


)


)


)


)


)


)


)


)

	

 


 


 


 


 


 


 


 


Signature
of director / company secretary


 


 


 


Name of
director / company secretary (block letters)







 


 

 


 




	

29149514.1
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General
Security Deed




 


 

 


 

 


 


BISON
CAPITAL PARTNERS V, L.P. General Security Deed




 


 

 


 

 


 

 



BISON CAPITAL PARTNERS V, L.P.

 



GFN ASIA PACIFIC HOLDINGS PTY LTD.


 

 

 


 

 


 

 


 

 


 

 


 




 








 





 


Contents

 


1. Definitions and
interpretation 1

 


2. Security 13

 


3. Restrictions on dealing with Secured
Property 14

 


4. Representations and
warranties 16

 


5. Grantor's undertakings 17

 


6. Secured Party's powers 23

 


7. Power of Attorney 25

 


8. Enforcement 26

 


9. Appointment of Receiver 26

 


10. Protection of Secured Party and
Appointees 31

 


11. Protection of Third
Parties 32

 


12. Application of Money 33

 


13. Continuing Security and Third Party
Provisions 35

 


14. Release 40

 


15. Personal Property Securities
Act 40

 


16. Anti-money laundering 43

 


17. Amendment and assignment 44

 


18. General 45

 


19. Notices 50

 


Schedule 1 –
Serial numbered property 53

 


Schedule 2 –
Notice Details 54

 


Schedule 3 –
Share Transfer Form 56

 


 




 








 







General Security Deed

 


Date

 


Parties

 


1. Bison
Capital Partners V, L.P. of 233 Wilshire Boulevard, Suite 425,
Santa Monica, California 90401, U.S.A. (Secured Party)

 


2. GFN Asia
Pacific Holdings Pty Ltd. (ACN 620127791) of c/o General Finance
Corporation, 39 East Union Street, Pasadena, California 91103,
U.S.A. (Grantor)

 


Recitals

 




F.

On or about [ ]
July 2017, the Secured Party of the one part, and the Grantor, GFN,
GFN Finance and GFN USA Holdings, of the other part, entered into
the SPA.





 




G.

On or about the
date of this Deed, the transaction the subject of the SPA
completed, and the Secured Party was issued with the Convertible
Note and the Senior Note, in each case by the Grantor and GFN
Finance. GFN USA Holdings provided the Guaranty in favour of the
Secured Party in relation to the performance by each of the Grantor
and GFN Finance in relation to the Convertible Note and the Senior
Note.





 




H.

The Grantor, GFN,
GFN Finance and GFN USA Holdings are Related Bodies Corporate and
will each benefit, directly or indirectly, from the Secured Party
performing its obligations under the Convertible Note and the
Senior Note.





 




I.

As at the date of
this Deed, at least 90% of the issued share capital in Royal Wolf
Holdings is held by either the Grantor and/or GFN USA Holdings.
Royal Wolf Holdings and its subsidiaries, among others, have
entered into the DB Facility.





 




J.

As an issuer of the
Convertible Note and the Senior Note to the Secured Party, the
Grantor wishes to enter this Deed to better enable the Secured
Party to secure its rights under the Convertible Note and the
Senior Note.





 


Operative
provisions

 



1. Definitions and interpretation




 



1.1 Definitions

 


Administrator means an administrator as
defined under section 9 of the Corporations Act.

 


AML CTF Laws means any law or regulation
in any applicable jurisdiction which relates to the prevention of
money laundering, terrorism financing and/or the provision of
financial and/or other services to any persons which may be subject
to sanctions, including the Anti-Money Laundering and Counter-Terrorism
Financing Act 2006 (Cth).

 


Attorney means an attorney appointed
under this Deed and any attorney’s substitute or
delegate.

 


Authorised Representative
means:

 


(a) for the
Secured Party:

 


(i) a company
secretary or director or attorney of the Secured Party or an
employee of the Secured Party whose title includes the word
‘Manager’, ‘Director’,
‘Counsel’, ‘Chief’ or
‘Head’;

 


(ii) a person
who is acting temporarily in one of those positions;
or

 


(iii) a
person, or a person holding a position, nominated as an
‘Authorised Officer’ or ‘Authorised
Representative’ by the Secured Party to the Grantor;
and

 


(b) for the
Grantor, any person nominated as an ‘Authorised
Officer’ or ‘Authorised Representative’ by the
Grantor to the Secured Party in a notice or certificate
and:

 


(i) whose
identity has been verified to the satisfaction of the Secured Party
in order to comply with AML CTF Laws; and

 


(ii) in
respect of whom the Secured Party has not received notice of
revocation of the appointment.

 


Avoidance has the meaning given to that
term in clause 18.13(a).

 


Business Day means a day (other than a
Saturday or Sunday) on which banks are open for general business in
Sydney and Melbourne.

 


Control Event means:

 


(a) in respect
of any Secured Property that is, or would have been, a Revolving
Asset:

 


(i) the
Grantor breaches, or attempts to breach, clause 3.1(a)(i) in respect of the Secured Property
or takes any step which would result in it doing so;

 


(ii) a person
takes a step (including signing a notice or direction) which may
result in a Tax, or an amount owing to a Governmental Agency,
ranking ahead of the Security in the Secured Property under this
document;

 


(iii) distress
is levied or a judgment, order or Security is enforced or a
creditor takes any step to levy distress or enforce a judgment,
order or Security, over the Secured Property; or

 


(iv) the
Secured Party gives a notice to the Grantor that the Secured
Property is not a Revolving Asset if it reasonably considers that
it is necessary to do so to protect its rights under this document
or if an Event of Default is continuing; or

 


(b) in respect
of all Secured Property that is or would have been Revolving
Assets, an Insolvency Event occurs in respect of the
Grantor.

 


Controller means a controller as defined
in section 9 of the Corporations Act.

 


Convertible Note means the secured
senior convertible promissory note in the aggregate principal
amount of US$26,000,000 issued by Grantor and GFN Finance to the
Secured Party, and which is subject to the SPA and associated
convertible note deed, and any documents ancillary to
same.

 


Corporations Act means the Corporations Act 2001
(Cth).

 


DB Facility has the same meaning as
given to the expression "Deutsche Bank Credit Documents" in the
SPA.

 


Deed means the document and any
schedules, annexures or attachments to it.

 


Event of Default means any event or
circumstance occurring that would:

 


(a) constitute
an event of default or default (however described), a review event
(however described) or a termination event (however described) by
any party, other than the Secured Party (or any of its Related
Bodies Corporate, as the case may be), under any Finance Document;
or

 


(b) constitute
an event of default or default (however described), a review event
(however described) or a termination event (however described)
under any document forming part of the DB Facility;

 


(c) without
limitation, result in any person or persons who at the date of this
Deed hold the entirety of the issued capital of any of: Grantor,
GFN Finance, GFN USA Holdings or Royal Wolf Holdings, or a
Subsidiary of Royal Wolf Holdings, ceasing to own the entirety of
the issued capital of that entity (other than as may be anticipated
by the transaction the subject of the SPA); or

 


(d) without
limitation, constitute an Insolvency Event in respect of any of:
Grantor, GFN Finance, GFN USA Holdings, Royal Wolf Holdings, or a
Subsidiary of Royal Wolf Holdings,

 


or any
event or circumstance which would (with the expiry of a grace
period, the giving of notice, the making of any determination or
any combination of any of the foregoing) result in such an event or
circumstance.

 


Finance Documents means:

 


(c) this
Deed;

 


(d) the
SPA;

 


(e) the
Convertible Note;

 


(f) the Senior
Note;

 


(g) Guaranty;

 


(h) each
Security Document;

 


(i) each
priority and/or subordination and/or intercreditor document
(however named or described) that refers to any of the Secured
Money and that is entered into at any time between one or more of
GFN, Grantor, GFN Finance, GFN USA Holdings, the Secured Party and
one or more other persons;

 


(j) each other
document that includes or contains any obligation, undertaking,
indemnity, representation and/or warranty of or given by or made by
any of GFN, the Grantor, GFN Finance, or GFN USA Holdings with, to,
in favour of and/or for the benefit of the Secured
Party;

 


(k) each other
document designated or agreed in writing by the Secured Party and
the Grantor as being a ‘Finance Document’ for the
purposes of this definition and/or this document;

 


(l) each
document that is entered into under any document included as a
‘Finance Document’ in any of the above paragraphs;
and

 


(m) each
document that amends, supplements, replaces or novates any document
included as a ‘Finance Document’ in any of the above
paragraphs,

 


and
Finance Document means any
of them as the context may require or permit.

 


GFN means General Finance Corporation (a
Delaware corporation).

 


GFN Finance means GFN Asia Pacific
Finance Pty Ltd. (ACN 620128001).

 


GFN USA Holdings means GFN U.S.
Australasia Holdings, Inc. (a Delaware corporation).

 


Governmental Agency means:

 


(n) the Crown,
any government or any governmental, semi-governmental or judicial
authority, agency or entity;

 


(o) any
statutory corporation or any self-regulatory entity established
under statute;

 


(p) any stock
or securities exchange; or

 


(q) any other
person (whether autonomous or not) who is charged with the
administration of a law or regulation.

 


Guarantee means a guarantee, indemnity,
letter of credit, legally binding letter of comfort or other
undertaking or obligation of any kind:

 




(r)

to provide funds
(whether by the advance or payment of money, the purchase of or
subscription for shares or other securities, the purchase of assets
or services, or otherwise), or otherwise to make property
available, for the payment or discharge of;





 


(s) to
indemnify any person against the consequences of default in the
payment or performance of; or

 


(t) to be
responsible for,

 


any
obligation or liability of another person or the assumption of any
responsibility or obligation in respect of the solvency or
financial condition of another person.

 


Guaranty has the same meaning as given
to that expression in the SPA.

 


Insolvency Event means, in respect of a
person, any of the following:

 





(u)

(insolvency)





 

 


(i) it becomes
insolvent within the meaning of section 95A of the Corporations
Act, states or admits inability to pay its debts, or suspends
payment to all or a class of its creditors generally;
or

 


(ii) it is
taken to have failed to comply with a statutory demand under
section 459F(1) of the Corporations Act and has not otherwise
applied to a court pursuant to section 459G of the Corporations
Act; or

 


(iii) it is
presumed, deemed or taken to be insolvent under the Corporations
Act or otherwise at law or any circumstance specified in section
461 of the Corporations Act applies to it;

 


(v) (winding
up) any step is taken:

 


(i) to pass a
resolution or a resolution is passed;

 


(ii) to make
an application or an application is made; or

 


(iii) to make
an order or an order is made,

 


for the
winding up or liquidation of that person, or its winding up or
liquidation commences for any other reason;

 


(w) (administration)
any step is taken:

 


(i) to appoint
an Administrator to that person, or an Administrator is appointed
to that person; or

 


(ii) to pass a
resolution to appoint an Administrator to that person, or a
resolution to appoint an Administrator to that person is passed
;

 


(x) (Controller)
any step is taken:

 


(i) to pass a
resolution to appoint a Controller, or a resolution is passed to
appoint a Controller; or

 


(ii) to
appoint a Controller or a Controller is appointed,

 


to that
person or any asset of that person;

 


(y) (Security)
the holder of a Security or any agent on its behalf takes
possession of any of that person’s property;

 


(z) (restructuring) any
step is taken to convene a meeting or a meeting is convened to
consider the entry into by that person of, or any step is taken
toward that person entering into or that person enters into, any
arrangement, composition or compromise with, or assignment for the
benefit of, any of its members, beneficiaries or creditors, or any
scheme of arrangement in relation to that person or any of its
assets, or any voluntary administration or reorganisation of that
person;

 


(aa) (cessation
of business) any step is taken by that person to cease or it
threatens to cease or ceases to carry on all or a substantial part
of its business;

 


(bb) (deregistration)
that person is deregistered or any step is taken to deregister it
under the Corporations Act;

 


(cc) (insolvent
under administration) that person becomes, or takes any step
toward that person becoming, an insolvent under administration (as
defined in section 9 of the Corporations Act);

 


(dd) (natural
person) without limiting any other paragraph in this
definition, if that person is a natural person, that
person:

 


(i) dies or
becomes, or is declared to be, mentally or physically incapable of
managing his or her affairs or is imprisoned;

 


(ii) takes any
step to become or be declared bankrupt, is or is deemed or presumed
by law or a court to be insolvent or bankrupt; or

 


(iii) takes
any step to obtain protection or is granted protection from its
creditors under any applicable legislation, or an Administrator is
appointed to him or her or any of his or her assets;
or

 


(ee) (analogous
event) an analogous or equivalent event to any listed above
occurs in relation to that person in any jurisdiction,

 


unless
this takes place with the prior written consent or approval of the
Secured Party as part of a solvent reconstruction, amalgamation,
merger or consolidation.

 


Intermediate Shares means all of the
issued share capital from time to time in Royal Wolf
Holdings.

 


Loss means a loss, claim, action,
damage, liability, cost, charge, expense, penalty, compensation,
fine or outgoing paid, suffered or incurred and includes legal fees
and disbursements.

 


Marketable Security means:

 


(ff) a
marketable security as defined in section 9 of the Corporations
Act;

 


(gg) a
negotiable instrument;

 


(hh) a unit or
other interest in a trust or partnership;

 


(ii) any other
investment instrument;

 


(jj) any
intermediated security;

 


(kk) a right
or an option in respect of any of the above, whether issued or
unissued;

 


and,
without limitation, includes the Intermediate Shares.

 


Non-PPS Property means all Secured
Property that is not PPS Property.

 


Permitted Security means:

 


(ll) each
Security in favour of the Secured Party created by any Security
Document;

 


(mm) any lien
or charge arising by operation of law in the ordinary course of
ordinary business so long as the debt or amount it secures is paid
when due or is being diligently contested in good faith and by
appropriate proceedings and where the Grantor, GFN Finance or GFN
USA Holdings, as the case may be has set aside sufficient reserves
of liquid assets to pay such debt or other amount;

 


(nn) any
netting or set-off arrangement (excluding a deposit of money
constituting a Security) on normal commercial terms in the ordinary
course of the transactional banking business of the Grantor, GFN
Finance or GFN USA Holdings, as the case may be;

 


(oo) a
Security:

 


(i) existing
on the date of this document that has been approved by or consented
to by the Secured Party in writing; or

 


(ii) that
arises after the date of this document and that the Secured Party
approves or consents to in writing before it arises,

 


where:

 


(iii) the
amount secured does not increase, and the time for payment of that
amount is not extended, beyond the amount and time approved by or
consented to by the Secured Party in writing; and

 


(iv) if any
approval or consent given by the Secured Party corresponding to, or
to the giving, grant or entry into of, such Security is subject to
any conditions, all such conditions have been and are being
complied with.

 


Pledge Agreement has the same meaning as given
to that expression in the SPA.

 


PPSA means the Personal Property Securities Act 2009
(Cth).

 


PPS Property means all Secured Property
in relation to which the Grantor can be a grantor of a PPS Security
Interest, whether or not the Grantor has title to the property,
including all PPS Retention of Title Property.

 


PPS Register means the register created
and maintained in accordance with the PPSA.

 


PPS Retention of Title Property means
PPS retention of title property (as defined in section 51F of the
Corporations Act).

 


PPS Security Interest means a security
interest that is subject to the PPSA.

 


Receiver means a receiver or a receiver
and manager.

 


Related Bodies Corporate has the same
meaning as given to that expression in the Corporations
Act.

 


Review Event means:

 


(pp) an
investigation by a Governmental Agency or any other person or
organisation (including any industry body) into all or part of the
affairs of the Grantor, GFN Finance or GFN USA Holdings, as the
case may be commences (or a safety incident (including a fatality)
or other operational event occurs) which results, or may result, in
the suspension or termination of any authorisation of a
Governmental Agency held by the Grantor, GFN Finance or GFN USA
Holdings, as the case may be; or

 


(qq) any other
event or circumstance which the parties agree or designate in
writing is a ‘Review Event’ for the purposes of this
document.

 


Revolving Asset means any Secured
Property:

 


(rr) which
is:

 


(i) inventory
(excluding, for the avoidance of doubt, any real
property);

 


(ii) a
negotiable instrument;

 


(iii) machinery,
plant or equipment which is not inventory and has a value of less
than $1,000 (or its equivalent in any other currency or
currencies);

 


(iv) money
(including money withdrawn or transferred to a third party from an
account of the Grantor with a bank or other financial
institution).

 


(ss) in
relation to which no Control Event has occurred, subject to clause
3.1(c).

 


Royal Wolf Holdings means Royal Wolf
Holdings Limited ACN 121226793.

 


Secured Money means all amounts
(including damages) that are payable, owing but not payable, or
that otherwise remain unpaid by any of GFN, the Grantor, GFN
Finance or GFN USA Holdings to the Secured Party on any account at
any time including under or in connection with any Finance Document
or any transaction contemplated by, or breach of or default under,
any Finance Document:

 


(tt) whether
present or future, actual or contingent;

 


(uu) whether
incurred alone, jointly, severally or jointly and
severally;

 


(vv) whether
GFN, the Grantor, GFN Finance or GFN USA Holdings is liable on its
own account or for the account of, or as surety for, another person
and without regard to the capacity in which GFN, the Grantor, GFN
Finance or GFN USA Holdings (as the case may be) is
liable;

 


(ww) whether
due to the Secured Party alone or with another person;

 


(xx) whether
the Secured Party is entitled for its own account or the account of
another person;

 


(yy) whether
originally contemplated by GFN, the Grantor, GFN Finance or GFN USA
Holdings or the Secured Party or not;

 


(zz) whether
the Secured Party is the original person in whose favour any of the
above amounts were owing or an assignee or transferee and, if the
Secured Party is an assignee or transferee:

 


(i) whether or
not GFN, the Grantor, GFN Finance or GFN USA Holdings (as the case
may be) consented to or knew of the assignment or
transfer;

 


(ii) no matter
when the assignment or transfer occurred; and

 


(iii) whether
or not the entitlements of that original person were assigned or
transferred with any Security granted under any Security Document;
and

 


(aaa) if
determined pursuant to any award, order or judgment against GFN,
the Grantor, GFN Finance or GFN USA Holdings (as the case may be),
whether or not GFN, the Grantor, GFN Finance or GFN USA Holdings
(as the case may be) was a party to the court proceedings,
arbitration or other dispute resolution process in which that
award, order or judgment was made.

 


Secured Obligations means any obligation
or liability of any kind of either of GFN, the Grantor, GFN Finance
or GFN USA Holdings, as the case may be to the Secured Party
including under or in connection with the Finance Documents or any
transaction contemplated by them.

 


Secured Property means all present and
after-acquired property of the Grantor (including without
limitation the Intermediate Shares). It includes anything in
respect of which the Grantor has at any time a sufficient right,
interest or power to grant a Security.

 


Security means:

 


(bbb) a
security interest as defined in the PPS Law;

 


(ccc) any
other interest or arrangement of any kind that secures any
obligation including a mortgage, charge, pledge, lien, bill of
sale, trust, power or title retention arrangement, right of
set-off, assignment of income or monetary claim, right to withhold
payment of a deposit or other money and any right arising as a
consequence of enforcement of a judgment;

 


(ddd) a right
that a person (other than the owner) has to remove something from
land (known as a profit à prendre), a lease, a caveat or
similar restriction over property;

 


(eee) any
interest or arrangement which has the effect of giving a person a
preference, priority or advantage over any creditor;

 


(fff) any
other agreement, notice or arrangement having a similar effect to
any of the above; or

 


(ggg) any
agreement to create any of the above or allow any of them to
exist.

 


Security Documents means:

 


(hhh) this
Deed;

 


(iii) any
security document entered into in favour of the Secured Party,
including without limitation a general security deed entered into
by any of the Grantor, GFN Finance or GFN USA
Holdings;

 


(jjj) each
other document creating or evidencing or purporting to create or
evidence a Security in favour of the Secured Party for any Secured
Money or any Secured Obligations; and

 


(kkk) each
document designated or agreed in writing by the Secured Party and
the Grantor as being a ‘Security Document’ for the
purposes of this definition and/or this document,

 


(lll) each
Pledge Agreement;

 


and
Security Document means any
of them as the context may require or permit.

 


Senior Note means the secured senior
promissory note in the aggregate principal amount of US$54,000,000
issued by the Grantor and GFN Finance to the Secured Party, and
which is the subject of the SPA and associated senior note deed,
and any documents ancillary to same.

 


Serial Numbered Property means any Secured Property which
may or must be described by serial number in a registration (as
defined in the PPSA).

 


SPA means the Securities Purchase
Agreement entered into on or about [ ] July 2017 between the
Secured Party of the one part, and the Grantor, GFN, GFN Finance
and GFN USA Holdings of the other part.

 


Subsidiary means a subsidiary as defined
under section 9 of the Corporations Act.

 


Suspicious Transaction means a
transaction which the Secured Party suspects:

 


(mmm) may
breach any laws or regulations in Australia or any other country,
including any AML CTF Laws;

 


(nnn) involves
any person that is itself sanctioned or is connected, directly or
indirectly, to any person that is sanctioned under economic and/or
trade sanctions imposed by the United States of America, the
European Union or any other country; or

 


(ooo) may
directly or indirectly involve the proceeds of, or be applied for
the purposes of, conduct which is unlawful in Australia or any
other country.

 


Tax means any tax, levy, impost, duty or
other charge, deduction or withholding of a similar nature
(including any penalty, interest, fine or other charge payable in
connection with any failure to pay or any delay in paying any of
the same).

 



1.2 Interpretation

 


(a) Any
reference in this document to:

 


(i) the
Secured Party, the
Grantor or any other party
to an agreement or instrument includes its successors in title,
permitted assigns and permitted transferees;

 


(ii) a
Finance Document or any
other agreement or instrument is a reference to that Finance
Document or other agreement or instrument as amended, restated or
novated;

 


(iii) indebtedness
includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of any amount, whether present
or future, actual or contingent;

 


(iv) a
person includes any type of
person or entity or body of persons, whether or not it is
incorporated or has a separate legal identity, and includes any
person, firm, company, corporation, government, state or agency of
a state or any association, trust or partnership;

 


(v) a
regulation includes any
regulation, rule, official directive, request or guideline (whether
or not having the force of law) of any Governmental Agency, and if
not having the force of law, with which responsible entities in the
position of the relevant party would normally comply;

 


(vi) a
trustee includes a reference
to a responsible entity, where the context requires or
permits;

 


(vii) a
trust includes a reference
to a “managed investment scheme” (as defined in the
Corporations Act), where the context requires or
permits;

 


(viii) a
lease includes a reference
to a lease, a lease of lease, any further derivative lease, a
licence, any further derivative licence or a tenancy (however
defined or described);

 


(ix) the words
including, for example or such as when introducing an example do
not limit the meaning of the words to which the example relates to
that example or examples of a similar kind;

 


(x) the word
agreement includes an
agreement, undertaking or other binding arrangement or
understanding;

 


(xi) a
provision of law or a regulation is a reference to that provision
as amended, consolidated, replaced or re-enacted;

 


(xii) the
singular includes the plural and the plural includes the
singular;

 


(xiii) words
of any gender include all genders;

 


(xiv) anything
(including any right, obligation or concept) includes each and any
part of that thing but nothing in this paragraph 1.2(a)(xiv)implies or is to be interpreted as
meaning that performance of part of an obligation constitutes
performance of the obligation; and

 


(xv) unless a
contrary indication appears, a time of day is a reference to Sydney
time.

 


(b) Section,
clause and schedule headings are for ease of reference
only.

 


(c) If a word
or phrase is defined, any other grammatical form of that word or
phrase has a corresponding meaning.

 


(d) Unless a
contrary indication appears, a reference to a clause, schedule or
annexure is to a clause, schedule or annexure in or to this
document, and a reference to this document includes any schedule or
annexure in or to this document.

 


(e) Unless a
contrary indication appears, the following terms (whether
capitalised, italicised or not) that are defined in the PPSA and
not otherwise defined in this document have the meaning given to
them in the PPSA if and when used in this document:
‘amendment demand’, ‘attaches’,
‘chattel paper’, ‘circulating asset’,
‘financing change statement’, ‘financing
statement’, ‘intermediated security’,
‘investment instrument’, ‘personal
property’, ‘purchase money security interest’,
‘serial number’ and ‘verification
statement’.

 


(f) An Event
of Default or Review Event that occurs continues or subsists or is
continuing or subsisting until the Secured Party notifies the
Grantor in writing that it has been remedied to the satisfaction of
the Secured Party or waived by the Secured Party.

 


(g) A
reference to Australian
dollars, dollars,
$ or A$ is a reference to the lawful currency
of Australia.

 


(h) The words
related entity have the
meanings given to them in the Corporations Act.

 


(i) Unless the
context otherwise requires, the words property and asset are interchangeable when used in
this document and in either case include any real or personal,
present or future, tangible or intangible property or asset and any
right, interest, revenue or benefit in, to, under or derived from
the property or asset.

 


(j) No
provision of this document may be construed adversely to a party on
the ground that the party or its advisers was responsible for the
preparation of this document or that provision.

 



1.3 Non Business Days and
Time

 


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

 


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

 


(ii) in any
other case, the person must do it on or by the next Business Day in
the same calendar month (if there is one) or on or by the preceding
Business Day (if there is not).

 


(b) If a time
is not specified for the performance of an obligation under this
document, it must be performed promptly.

 



1.4 Multiple
parties

 


If a
party to this document (other than the Secured Party) is made up of
more than one person, or a term (other than Secured Party or party)
is used in this document to refer to more than one party, then
unless otherwise specified in this document:

 


(a) an
obligation of those persons is joint and several;

 


(b) a right of
those persons is held by each of them severally; and

 


(c) any other
reference to that party or that term is a reference to each of
those persons separately, so that (for example) a representation or
warranty relates to each of them separately.

 



1.5 Inconsistency with
existing security documents

 


In
respect of a Grantor, if a provision of this document is
inconsistent with any other provision of a general security
agreement or other security document granted by that Grantor in
favour of the Secured Party, this document prevails to the extent
of the inconsistency in respect of that Grantor.

 



2. Security




 



2.1 Security
interest

 


To
secure the punctual payment of the Secured Money and the punctual
performance of the Secured Obligations, the Grantor grants to the
Secured Party a security interest in and over all Secured Property.
The Grantor expressly acknowledges and agrees that the Secured
Money extends to any amounts (including damages) which may be
payable, owing but not payable, or that otherwise remain unpaid, to
the Secured Party by any of GFN, the Grantor, GFN Finance and GFN
USA Holdings, each being Related Bodies Corporate of the Grantor,
and the Grantor obtains a direct or indirect benefit as a result of
same.

 



2.2 Nature of security
interest

 


(a) The
security interest in clause 2.1
is:

 


(i) a transfer
by way of security of Secured Property consisting of accounts and
chattel paper (each as defined in the PPSA) which are not, or cease
to be, Revolving Assets; and

 


(ii) a charge
in and over all Secured Property to the extent the Secured Property
is not transferred.

 


(b) The charge
referred to in clause 2.2(a)(ii) is a
floating charge over Revolving Assets and a fixed charge over all
other Secured Property to the extent the Secured Property is not
transferred.

 



2.3 Scope of security
interest

 


For the
purposes of section 20(2)(b) of the PPSA (but without limiting the
meaning of “Secured Property” in this document), the
Security granted in clause  2.1
is in and over all the Grantor's present and after-acquired
property (as defined in the PPSA). This clause does not limit
clause 2.1.

 



2.4 Obligations not
transferred

 


The
Grantor will at all times be and remain liable to perform and
comply with all of its obligations in connection with any Secured
Property despite any grant of any security interest in
clause 2.1 being or operating as
a transfer by way of security. The Secured Party will not have any
liability or obligation to perform or comply with any of those
obligations.

 



2.5 Priority

 


(a) Each
Security granted in clause 2.1 is
intended to take effect as a first ranking security subject only to
any Security mandatorily preferred by law and any Permitted
Security which the Secured Party agrees in writing ranks in
priority to it.

 


(b) Nothing in
this document restricts the Secured Party from claiming that a
Security granted under this document is a purchase money security
interest in respect of all or part of the Secured
Property.

 



2.6 No postponement of
attachment

 


Nothing
in this document may be taken as an agreement that the PPS Security
Interest granted in clause 2.1
attaches later than the time contemplated by section 19(2) of the
PPSA.

 



2.7 Acknowledgment of no
subordination

 


The
Grantor acknowledges that the Secured Party does not agree and has
not agreed to subordinate its Security in the Secured Property to
any other interest in the Secured Property, except to the extent
(if any) expressly provided by a Finance Document.

 



2.8 Contemporaneous
Security

 


The
Grantor expressly acknowledges and agrees that the Secured Party
has the benefit of each of the Pledge Agreements and the Guarantee,
which documents may secure some or all of the same obligations
which are the subject of this Deed. No enforcement or attempted
enforcement in any jurisdiction of any or all of the Pledge
Agreements or the Guarantee at any time will in any way act as a
waiver of any of the Secured Party's rights pursuant to this Deed
and, to the extent permitted by law, the Secured Party may seek to
enforce its rights under this Deed, the Pledge Agreements and/or
the Guarantee contemporaneously.

 



3. Restrictions on dealing with Secured Property




 



3.1 Dealings with Secured
Property and Revolving Assets

 


(a) (restricted
dealings)

 


(i) The
Grantor must not do, or agree to do, any of the following unless it
is permitted to do so by another provision in a Finance
Document:

 


(A) create or
allow another interest (including any Security) in any Secured
Property other than a Permitted Security; or

 


(B) sell,
convey, transfer, lease, surrender or otherwise dispose, or part
with possession, of any Secured Property except with the prior
written approval of the Secured Party.

 


(ii) Where by
law the Secured Party may not restrict the creation of any Security
in relation to an asset ranking after the Security granted in
clause 2.1:

 


(A) Clause 3.1(a)(i)
will not restrict that creation; and

 


(B) the
Grantor must ensure that, before that Security is created, the
holder of that Security enters into a deed of priority with the
Secured Party in form and substance satisfactory to the Secured
Party. The Secured Party is not required to provide or make
available any advance or financial accommodation to the Grantor,
GFN Finance or GFN USA Holdings until, the deed of priority is
entered into on terms and in form and substance satisfactory to the
Secured Party.

 


(iii) The
Grantor acknowledges and agrees that if it creates or allows
another interest in any Secured Property, or disposes of or parts
with possession of any Secured Property, in any such case in breach
of this clause 3.1, then despite any
of the foregoing occurring:

 


(A) the
Secured Party has not authorised the creating or allowance of
another interest in the Secured Property, or the disposal of or
parting with possession of the Secured Property, or agreed that any
of the foregoing would extinguish any Security that the Secured
Party holds in the Secured Property; and

 


(B) the
Security granted in clause  2.1
continues in the Secured Property.

 


(iv) The
Grantor must give the Secured Party:

 


(A) prompt
notice of anything that occurs in breach of this clause 3.1; and

 


(B) any
information requested by the Secured Party in relation to any
person who obtains or may obtain an interest in any asset or
property the subject of this clause 3.1.

 


(v) The
Grantor acknowledges that any notification or information provided
under clause 3.1(a)(iv)does not cure
or remedy any breach of this clause 3.1.

 


(b) (DB
Facility)

 


The
Grantor must do all such things as are reasonably necessary to
ensure that there does not occur any event of default or default
(however described), any review event (however described) or any
termination event (however described) under any document forming
part of the DB Facility.

 


(c) 
(Control Event) If a Control
Event occurs in respect of any Secured Property then
automatically:

 


(i) that
Secured Property is not (and immediately ceases to be) a Revolving
Asset; and

 


(ii) any
floating charge over that Secured Property immediately operates as
a fixed charge.

 


(d) 
(conversion) Any Secured
Property, which:

 


(i) is not, or
ceases to be, a Revolving Asset; and

 


(ii) becomes
subject to a fixed charge under clause 3.1(c),

 


will
become a Revolving Asset, or be subject to a floating charge, if
the Secured Party gives the Grantor a notice to that
effect:

 


(iii) identifying
the Secured Property; and

 


(iv) specifying
the conversion date.

 


This
may occur any number of times.

 


(e) (inventory)
If any inventory is not, or ceases to be, a Revolving Asset, it is
specifically appropriated to a security interest under this
document and the Grantor must not remove it without the prior
written consent of the Secured Party. 

 



3.2 Attachment.
Accessions, Fixtures and Commingling

 


Nothing
in this document may be construed as an agreement or consent by the
Secured Party to:

 


(a) any
Security other than any Permitted Security attaching to, or being
created in, any Secured Property;

 


(b) defer or
postpone the date of attachment of a Security created under this
document in any Secured Property;

 


(c) any
personal property that is not Secured Property becoming an
accession to any Secured Property;

 


(d) any
Secured Property becoming a fixture or an accession to anything
that is not also Secured Property; or

 


(e) any
Secured Property being manufactured, processed, assembled or
commingled with anything that is not also Secured
Property.

 



4. Representations and warranties




 



4.1 Representations and
warranties

 


The
Grantor represents and warrants to the Secured Party
that:

 


(a) (No
consumer Secured Property) no Secured Property is consumer
property (as defined in the PPSA) or used predominantly for
personal, domestic or household purposes;

 


(b) (No
foreign property) all Secured Property is situated in
Australia, except to the extent as may be otherwise expressly
permitted by the Secured Party in writing;

 


(c) (Serial
Numbered Property):

 


(i) the
information in Schedule 1 is, as at the date of this document, true
and complete in all respects and includes the details of all its
material personal property (including each aircraft, coach or other
vehicle required to conduct its core business) which the
regulations under the PPSA require or permit to be described by
serial number in a registration (as defined in the PPSA);
and

 


(ii) it has
provided the Secured Party with the serial numbers that the Secured
Party would require to make an effective registration (as defined
in the PPSA) against all material Serial Numbered Property
(including each aircraft, coach or other vehicle required to
conduct its core business);

 


(d) (Secured
Property)

 


(i) in respect
of Secured Property that is not PPS Retention of Title Property, it
is the sole legal and sole beneficial owner of that
property;

 


(ii) in
respect of Secured Property that is PPS Retention of Title
Property, it has sufficient rights to grant a Security in that
property to the Secured Party; and

 


(iii) the
Security granted in clause 2.1 is
an effective security in the Secured Property.

 


(e) (no
Security) no Secured Property is subject to a Security other
than a Permitted Security; and

 


(f) (no
Controller) no Controller is currently appointed in relation
to it or any of its property.

 



4.2 Repetition of
representations and warranties

 


The
representations and warranties in this clause are taken to be
repeated on each date from the date of this document until all the
Secured Money is irrevocably paid, repaid and satisfied in full, on
the basis of the facts and circumstances existing as at each such
date respectively.

 



4.3 No representations by
the Secured Party

 


The
Grantor acknowledges that it has not relied and will not rely on
any financial or other advice, representation, statement or promise
provided or made by or on behalf of the Secured Party in deciding
to enter into any Finance Document or to exercise any right or
perform any obligation under any Finance Document.

 



5. Grantor's undertakings




 



5.1 General
undertakings

 


The
Grantor must:

 


(a) (Events
of Default) procure and ensure that no Event of Default or
Review Event occurs;

 


(b) (obligation
to pay) punctually pay, and procure the punctual payment of,
the Secured Money when it becomes payable in accordance with the
terms of any written agreement between GFN, the Grantor, GFN
Finance or GFN USA Holdings, as the case may be, and the Secured
Party or, in the absence of any agreement or after default under
any agreement, on demand by the Secured Party;

 


(c) (obligation
to perform) punctually perform each of its obligations, and
procure and ensure that GFN, the Grantor, GFN Finance or GFN USA
Holdings, as the case may be, punctually performs each of their
respective obligations, under each Finance Document to which it
and/or GFN, the Grantor, GFN Finance or GFN USA Holdings, as
applicable, is a party;

 


(d) (registration
and stamping) at its own cost:

 


(i) assist the
Secured Party to ensure that any security interest (as defined in
the PPSA) created by this document is immediately registered on the
PPS Register, and that this document is immediately registered with
any Governmental Agency and on any other register specified by the
Secured Party if the Secured Party determines that registration is
necessary to perfect the Security granted in clause 2.1 or to protect the rights or priority of
the Secured Party; and

 


(ii) ensure
that this document is stamped for the proper amount within the
period provided by law in each state and territory of Australia in
which this document is required to be stamped; and

 


(e) (registration
and stamping Taxes) pay or procure that there is paid, or
immediately on demand reimburse the Secured Party for or procure
that the Secured Party is reimbursed for, all stamp duty,
registration and other similar Taxes which are or may be payable or
determined to be payable by the Secured Party or GFN, the Grantor,
GFN Finance or GFN USA Holdings, as the case may be, in connection
with any Finance Document. The Grantor must pay or procure that
there is paid all interest, fines, penalties and charges for late
payment or non-payment of those Taxes.

 



5.2 Reports and
information

 


The
Grantor must give the Secured Party, or procure that the Secured
Party is given:

 


(a) (garnishee)
a copy of any garnishee notice, or any notice under section 120 of
the PPSA, that is given to any person in relation to any amount
that the person owes or may owe at any time to the Grantor, as soon
as the Grantor becomes aware of the notice;

 


(b) (general
information) notice:

 


(i) at least
30 days prior to any change in the name, ABN, ARBN or ARSN of or
allocated to it, together with details of the proposed new name,
ABN, ARBN or ARSN;

 


(ii) at least
30 days prior to anything happening in respect of it or any Secured
Property that would mean that any information in a registration (as
defined in the PPSA) in relation to the Security granted under this
document is or would become incorrect or misleading in any
respect;

 


(iii) promptly
if:

 


(A) it
acquires, or enters into an agreement to acquire:

 


(I) any
interest in real property;

 


(II) any
property in relation to which a Security may be perfected by
control (as defined in the PPSA); or

 


(III) any
property which the regulations under the PPSA provide must or may
be described by serial number in a registration (as defined in the
PPSA); or

 


(B) any
Secured Property with a value greater than A$10,000 is moved
outside Australia; and

 


(iv) promptly
on request by the Secured Party:

 


(A) of each
purchase money security interest over or in respect of any of its
property and each Security over or in respect of any of its
property that is perfected by control (as defined in the PPSA);
and

 


(B) of the
value, present location and serial number (if applicable) of its
Secured Property;

 


(c) (registration
details) all information that the Secured Party needs in
order to ensure that any registration of the Security granted in
clause 2.1 on the PPS Register or
any other register that the Secured Party chooses is, and remains,
fully effective or perfected (or both), and that the Security has
the priority contemplated by clause 2.5.

 



5.3 Other undertakings
regarding Secured Property

 


The
Grantor must:

 


(a) (carrying
on business)

 


(i) carry on
its business in a proper and efficient manner; and

 


(ii) not make
any change to the general nature or scope of its business from that
carried on at the date of this document (which the Grantor
acknowledges and agrees solely relates to the holding of the
Intermediate Shares) without the Secured Party's prior written
consent;

 


(b) (comply
with obligations) to the extent not prohibited or restricted
from doing so in accordance with the provisions of any Finance
Document, do everything the Grantor is required to do under or in
connection with Secured Property;

 


(c) (accessions,
commingling) not permit any Secured Property to be installed
on or become a fixture or accession to or commingled with anything
that is not also Secured Property;

 


(d) (possession)
if it receives any deed or document of title relating to any
Secured Property (including, without limitation, any share or other
security certificate in relation to the Intermediate Shares), or if
it receives any negotiable or other instrument or security,
immediately give it to the Secured Party;

 


(e) (Marketable
Securities):

 


(i) do
anything required by the Secured Party to ensure that the Secured
Party's Security in any Marketable Security, instrument or security
(negotiable or otherwise) is recorded by any relevant clearing
house or securities depository and, in the case of a Marketable
Security, on the records maintained by or on behalf of the relevant
issuer, or on the records of any sponsor, nominee or agent that
holds a Marketable Security for the Grantor, and the Grantor must
provide to the Secured Party on the date of this Deed (or at any
other time required by the Secured Party) a fully completed and
executed instrument of transfer of that Marketable Security
(including without limitation a transfer in the form set out in
Schedule 3), provided however that the details of the date of
transfer and the transferee shall be left blank and, in the case of
an uncertificated Marketable Security, a Holder Record (as that
term is defined by the ASX Settlement Rules) or other statement or
document that is analogous to or has a similar effect as a Holder
Record (as that term is defined in the ASX Settlement Rules) of
that Marketable Security; and

 


(ii) if
required by the Secured Party from time to time, cause to be issued
a document of title in relation to any Marketable Security in which
the Secured Party has Security (including without limitation the
Intermediate Shares) and immediately give same to the Secured
Party,

 


(f) (calls
on capital) not, without the Secured Party's
consent:

 


(i) call up or
receive in advance of calls any of the uncalled capital secured by
this document; or

 


(ii) apply the
uncalled capital to any purpose except towards payment of the
Secured Money;

 


(g) (perfection
by control) to the extent that any Secured Property is of a
type in which a security interest can be perfected by control (as
defined in the PPSA), do anything that the Secured Party may
require to enable it to perfect its Security by control (as defined
in the PPSA);

 


(h) (chattel
paper) if the Secured Party requests, give the Secured Party
possession of any Secured Property that is chattel
paper;

 


(i) (nameplates)
if the Secured Party requests:

 


(i) affix to
any Secured Property a readily visible fireproof plate or sign
that:

 


(A) brings the
existence of the Secured Party's interest in that property to the
attention of other persons; and

 


(B) states
that a disposal of that property or the granting of a Security in
that property which is not otherwise permitted under a Finance
Document will breach that Finance Document; and

 


(ii) not
remove or change, or allow any person to remove or change, that
plate or sign without the Secured Party's consent; and

 


(j) (Grantor
as a secured party) if the Grantor is or could be a secured
party in respect of any PPS Security Interest, implement, maintain
and comply with procedures (which the Secured Party requires or
which are prudent for a person conducting a similar business) to
identify and perfect the PPS Security Interest. These include
procedures to ensure that the PPS Security Interest is continuously
perfected, including all steps necessary:

 


(i) for the
Grantor to obtain the highest ranking priority possible in respect
of the PPS Security Interest (such as perfecting a purchase money
security interest or perfecting a PPS Security Interest by control
(as defined in the PPSA)); and

 


(ii) to
minimise the risk of a third party acquiring an interest free of
the PPS Security Interest (such as including serial numbers in a
financing statement). 

 



5.4 Undertakings relating
to Serial Numbered Property

 


If the
Grantor gives the Secured Party a PPS Security Interest in any
Serial Numbered Property, the Grantor must:

 


(a) (notify
details)

 


(i) provide
the Secured Party in writing with the serial numbers that the
Secured Party would require to make an effective registration (as
defined in the PPSA) against all Serial Numbered Property, either
on execution of this document in respect of material personal
property (including each aircraft, coach or other vehicle required
to conduct its core business) or (if later) when the Serial
Numbered Property becomes Secured Property; and

 


(ii) notify
the Secured Party immediately in writing of any serial number when
it is allocated to any Secured Property; and

 


(b) (serial
numbers) not change or remove the serial number of any
Serial Numbered Property after it has disclosed the number to the
Secured Party, except with the Secured Party's
consent.

 



5.5 Undertakings in
relation to Related Bodies Corporate

 


In the
event that at any time the Secured Party exercises its rights
pursuant to any Security Document, the Grantor must ensure as
follows:

 


(a) in the
event that the Secured Party has exercised any rights under any
Security Document which results in the transfer to the Secured
Party or its nominee of any Marketable Securities in the Grantor,
the Grantor must do all such things as are necessary to promptly
ensure that any transfer of such Marketable Securities is approved
and registered by the Grantor in favour of the Secured Party or its
nominee and to the extent that the Secured Party has a right to
appoint directors or other officers of the Grantor (whether
pursuant to statute, law, contract or otherwise), the Grantor must
do all such things as are necessary to ensure that those directors
or other officers nominated by the Secured Party are promptly
appointed; and

 


(b) in the
event that the Secured Party has exercised any rights under any
Security Document which results in the Secured Party becoming a
shareholder of a Related Bodies Corporate of the Grantor, or the
Secured Party being entitled to appoint a director or other officer
of a Related Bodies Corporate of the Grantor, the Grantor must not
do anything, or omit to do anything, which may inhibit the Secured
Party obtaining the full benefit of such rights.

 



5.6 General
Indemnity

 


The
Grantor must indemnify the Secured Party, each Authorised
Representative and agent of the Secured Party, each Receiver of the
Grantor or each Receiver appointed in relation to any property of
the Grantor, each Attorney, and any other person appointed under a
Finance Document or the Corporations Act by or on behalf of the
Secured Party (each an Indemnified
Person) against, and must pay each Indemnified Person within
three Business Days of demand the amount of, all Losses reasonably
paid, suffered or incurred by the Indemnified Person in connection
with:

 


(a) the
occurrence of any Event of Default or Review Event;

 


(b) investigating
any event which the Secured Party reasonably believes is an Event
of Default or Review Event;

 


(c) the
administration, and any actual or attempted preservation or
enforcement, of any rights, powers, discretions and/or remedies
under or properly corresponding to any Finance Document and/or any
transaction contemplated by any of them;

 


(d) any
information produced or approved by any of GFN, the Grantor, GFN
Finance or GFN USA Holdings under or in connection with the Finance
Documents or the transactions they contemplate being or being
alleged to be misleading or deceptive in any respect;

 


(e) acting or
relying on any notice, consent, request, instruction, demand,
approval or other communication or other document (including any of
the foregoing given by fax or electronic communication (such as by
email) or verbally (such as by telephone)) which it reasonably
believes to be genuine, correct and appropriately
authorised;

 


(f) any
enquiry, investigation, subpoena (or similar order) or litigation
with respect of any of GFN, the Grantor, GFN Finance or GFN USA
Holdings, or with respect to the transactions contemplated or
financed under any Finance Document;

 


(g) a failure
by any of GFN, the Grantor, GFN Finance or GFN USA Holdings to pay
any amount due under a Finance Document on its due date or any
financial accommodation provided to any of GFN, the Grantor, GFN
Finance or GFN USA Holdings under a Finance Document being repaid
or becoming due for repayment other than on its scheduled payment
date, including Losses an Indemnified Person pays, suffers or
incurs because of:

 


(i) the
cancellation, termination, unwinding or alteration of any swap or
other arrangement made by an Indemnified Person to fund the
financial accommodation or other payment; or

 


(ii) any
liquidation or re-employment of deposits or other funds acquired by
any Indemnified Person to fund the financial accommodation or other
payment;

 


(h) the
Secured Property or anything done or omitted to be done in
connection with the Secured Property;

 


(i) anything
any of GFN, the Grantor, GFN Finance or GFN USA Holdings is
required to do or an Indemnified Person is permitted to do under
any clause in any Finance Document relating or referring to any PPS
Law, or any action taken by an Indemnified Person under or in
relation to any PPS Law, including any registration, or any
response to an amendment demand or a request under section 275 of
the PPSA;

 


(j) an
Indemnified Person agreeing or providing an indemnity in favour of
or reimbursing or agreeing to reimburse any Receiver of any of the
Grantor, GFN Finance or GFN USA Holdings or any property of any of
the Grantor, GFN Finance or GFN USA Holdings, any Attorney, any
other person appointed under a Finance Document, and/or any other
person appointed under the Corporations Act by or on behalf of the
Secured Party in connection with any of the Grantor, GFN Finance or
GFN USA Holdings or any property of any of the Grantor, GFN Finance
or GFN USA Holdings;

 



6. Secured Party's powers




 



6.1 Secured Party may
exercise powers without notice

 


Subject
to clause 15.6, to the full
extent permitted by law, the Secured Party is not required to give
any notice or allow any time to elapse before:

 


(a) enforcing
a Finance Document;

 


(b) appointing
a Receiver; or

 


(c) exercising
any power, right, discretion or remedy given to the Secured Party
by any law or any Finance Document,

 


and the
Grantor waives any statutory requirements for notice or lapse of
time.

 



6.2 Secured Party's right
to make good a default

 


(a) If the
Grantor breaches this document, the Secured Party may do everything
it considers to be necessary or desirable to attempt to remedy the
breach to the Secured Party's satisfaction. The Secured Party is
not obliged to do so. Any liabilities or expenses incurred by the
Secured Party in attempting to remedy any such breach must be
reimbursed by the Grantor on demand and, pending reimbursement,
will be part of the Secured Money.

 


(b) Clause 6.2(a)does
not limit any other right the Secured Party has under this document
or at law.

 



6.3 Powers on
enforcement

 


If this
document has become enforceable, the Secured Party or any of its
Authorised Representatives, without notice to the Grantor, may do
any one or more of the following:

 


(a) do all
things, and exercise all rights, powers, remedies and discretions,
that a secured party with a Security in, or that a mortgagee or an
absolute owner of, the Secured Property can or could do or that the
Grantor can or could do;

 


(b) exercise
any of the rights, powers, remedies and discretions that might be
exercised by a Receiver at law, under this document or otherwise
even if a Receiver has not been appointed;

 


(c) seize any
Secured Property and/or dispose of any Secured Property in such
manner and generally on such terms and conditions as the Secured
Party thinks desirable; and

 


(d) complete
any transfer or instrument of any nature executed by or on behalf
of the Grantor in blank and deposited with the Secured Party, in
favour of, or take any other action required to transfer any
Secured Property to, the Secured Party or any appointee of the
Secured Party or any other person.

 



6.4 Calls

 


(a) If this
document has become enforceable, the Grantor authorises the Secured
Party, each of the Secured Party's Authorised Representatives and
any Receiver to:

 


(i) make calls
on the members of the Grantor in relation to the Grantor's uncalled
capital;

 


(ii) sue (in
the name of the Grantor or otherwise) to recover amounts due in
relation to calls; and

 


(iii) give
valid receipts for those amounts.

 


If this
document has become enforceable, the Grantor's directors may not do
so.

 


(b) This
authority is not terminated by any change in the Grantor's
directors and is assignable.

 



6.5 Discharge or acquire
prior Security

 


(a) If this
document has become enforceable, the Secured Party or any of its
Authorised Representatives, without notice to the Grantor, may do
any one or more of the following:

 


(i) purchase a
debt or liability secured by a prior Security (including a debt
secured by a Permitted Security);

 


(ii) pay the
amount required to discharge or satisfy that debt or liability;
and

 


(iii) take a
transfer or assignment of that Security and any Guarantee, document
or right ancillary or collateral to it.

 


(b) If the
Secured Party exercises any right under clause 6.5(a):

 


(i) the
Grantor is indebted to the Secured Party for the same amount paid
by the Secured Party or the amount of the debt or liability
acquired (whichever is higher) and that amount is immediately
payable to the Secured Party and forms part of the Secured
Money;

 


(ii) the
Secured Party may rely on a written notice from the holder of a
prior Security (Prior Secured
Party), or an ancillary or collateral document, as to the
amount and property secured by that prior Security;
and

 


(iii) the
Prior Secured Party need not enquire whether any amount is owing
under a Finance Document.

 



6.6 Co-operation in
exercise of power of sale

 


If this
document has become enforceable and the Secured Party or a Receiver
wishes to exercise a right to sell or otherwise dispose of any
Secured Property, the Grantor must do or cause to be done all
things required by the Secured Party or the Receiver to enable an
expeditious sale, transfer or other disposal of the Secured
Property to the purchaser, transferee or other person to or in
favour of whom the disposal is to be made.

 



7. Power of Attorney




 



7.1 Appointment of
Attorneys

 


The
Grantor irrevocably appoints the Secured Party and each Authorised
Representative of the Secured Party, and as an independent
appointment appoints any Receiver, severally its attorney, at the
Grantor's cost, to:

 


(a) (all
acts necessary) do anything necessary or desirable in the
opinion of the Secured Party or the Attorney to:

 


(i) complete
this document;

 


(ii) give full
effect to this document;

 


(iii) better
secure the Secured Property to the Secured Party in a manner
consistent with this document; or

 


(iv) assist in
the execution or exercise of any power under this
document,

 


including execute
any transfer (including any transfer in blank) or other document;
and

 


(b) if an
Event of Default occurs:

 


(i) (recover
Secured Property) demand, sue for, recover and give
discharge for the Secured Property;

 


(ii) (commence
actions) commence, carry on, enforce, settle, arrange and
compromise any proceedings to obtain or enforce the payment or
delivery of the Secured Property;

 


(iii) (bankruptcy
and winding up) take any necessary proceedings to procure
the bankruptcy or the winding up of any debtor of the Grantor in
connection with the Secured Property, and attend and vote at
meetings of creditors, receive dividends in any bankruptcy or
appoint a proxy for any of these things;

 


(iv) (compound
debts) compound, settle or compromise any debt of the
Grantor in connection with the Secured Property;

 


(v) (execute
deeds) execute any agreement including any deed of
assignment, composition or release in connection with the Secured
Property;

 


(vi) (exercise
rights) exercise all or any powers, rights, discretions and
remedies available to the Grantor in connection with the Secured
Property (including rights available under the Corporations Act or
any other statute);

 


(vii) (transfer
Marketable Securities) transfer to the Secured Party (or its
nominee) any Marketable Securities including, without limitation
the Intermediate Shares, by way of completion of any share transfer
the subject of clause 5.3;
and

 


(viii) (general)
do anything else that the Grantor must or may do, or that the
Secured Party may do, under this document or by law.

 



7.2 General

 


(a) Each
Attorney may appoint and remove substitutes, and may delegate its
powers (including this power of delegation) and revoke any
delegation.

 


(b) An
Attorney may do anything contemplated by this clause even if the
Attorney is affected by an actual or potential conflict of interest
or duty, or might benefit from doing it.

 


(c) An
Attorney may do anything contemplated by this clause in its name,
in the name of the Grantor or in the name of both of
them.

 


(d) The
Grantor must ratify anything done by an Attorney under this
clause.

 


(e) The
Grantor gives the power of attorney in this clause:

 


(i) to secure
performance by the Grantor of its obligations to the Secured Party
under this document and any property interest of the Secured Party
under this document; and

 


(ii) for
valuable consideration, receipt of which is acknowledged by the
Grantor.

 



8. Enforcement




 



8.1 Circumstances when
this document may be enforced

 


The
Secured Money will immediately become payable at the Secured
Party's option (despite any delay or previous waiver of the right
to exercise that option) without the need for any demand or notice
under this document or under another Finance Document, and this
document will immediately become enforceable (whether or not the
Secured Money has become payable in this manner), if any Event of
Default occurs.

 



8.2 Enforcement despite
earlier payment

 


This
document may be enforced:

 


(a) even if
the Secured Party accepts a payment of interest or other amount
after the occurrence of any Event of Default; and

 


(b) without
the need for any notice to, or of any consent or agreement of, the
Grantor or any other person.

 



9. Appointment of Receiver




 



9.1 Appointment

 


If this
document has become enforceable (whether or not the Secured Party
has entered into possession of all or any of the Secured Property)
the Secured Party or any Authorised Representative of the Secured
Party may at any time:

 


(a) appoint
any person or any two or more persons severally or jointly and
severally to be a receiver or receiver and manager (or an
additional receiver or receiver and manager) of Secured
Property;

 


(b) remove or
terminate the Receiver and in case of the removal, termination,
retirement or death of any Receiver appoint another as a
replacement; and

 


(c) fix and
vary the remuneration of the Receiver.

 


Subject
to clause 9.2, every Receiver
appointed under this subclause will be the Grantor's agent and the
Grantor alone will be responsible for the Receiver's acts,
omissions, defaults, remuneration, costs and expenses.

 



9.2 Receiver other than as
Grantor's agent

 


(a) The
Secured Party by notice to the Grantor and the Receiver may require
the Receiver to act as the Secured Party's agent.

 


(b) The power
to appoint a Receiver under this clause may be exercised even
though:

 


(i) at the
time when this document becomes enforceable or when an appointment
is made, an order may have been made or a resolution may have been
passed to wind up the Grantor or an Insolvency Event may have
occurred in respect of the Grantor; or

 


(ii) a
Receiver appointed in the circumstances specified in the preceding
paragraph may not, or may not in some respects, act as the
Grantor's agent.

 


(c) Each party
agrees that if a Receiver is appointed under this document on the
basis of an Event of Default which subsequently ceases to subsist,
the Event of Default is taken to continue to subsist for the
purposes of the Receiver’s appointment under this
document.

 



9.3 Powers of
Receiver

 


Unless
the terms of a Receiver’s appointment state otherwise, the
Receiver will have full power to do all or any of the
following:

 


(a) (Grantor
obligations under this
document) perform any obligation of the Grantor under this
document or any other Finance Document including making payments to
any person holding Security in the Secured Property;

 


(b) (Grantor
obligations general)
perform, observe, carry out or enforce any deeds, contracts,
obligations or rights of the Grantor in respect of the Secured
Property;

 


(c) (manage,
possession, control) manage, take possession of, or take
control of, collect and get in the Secured Property and for that
purpose to take proceedings (in the name of the Grantor or
otherwise);

 


(d) (give
up possession) give up possession of the Secured
Property;

 


(e) (dealings
without possession) deal with the Secured Property without
taking possession and without liability for any Loss resulting from
failing to take possession or the need to account as Secured Party
or mortgagee in possession;

 


(f) (exercise
Secured Party's rights)

 


(i) exercise
all or any of the Secured Party's powers, rights, discretions and
remedies under this document; and

 


(ii) comply
with the directions given by the Secured Party;

 


(g) (carry
on business)

 


(i) carry on
or agree to carry on the business of the Grantor in and with the
Secured Property and to stop doing so; and

 


(ii) effect
all repairs, purchases and insurances, and generally to do
everything that the Grantor might do in the ordinary conduct of its
business to:

 


(A) protect or
improve the Secured Property; or

 


(B) obtain
income or returns from the Secured Property and to conduct the
Grantor's business,

 


without
being responsible for any Loss;

 


(h) (borrow)

 


(i) borrow
from the Secured Party or (with the Secured Party's consent) any
other person any amount that may be required for any of the
purposes mentioned in clause 9.3(g); and

 


(ii) (in the
name of the Grantor or otherwise) secure any amount borrowed by
granting a Security in the Secured Property so that the Security
may rank in priority to, equally with or after the Security granted
in clause 2.1,

 


without
the Secured Party being bound to enquire whether the borrowing is
necessary or proper or responsible for the misapplication or
non–application of any amount borrowed;

 


(i) (hire
out, lease or license) hire out, lease or license the
Secured Property (including in the name of the Grantor) for any
term at the rent or licence fee and on terms that seem desirable to
the Receiver (with or without a purchase option and whether or not
the Receiver has taken possession);

 


(j) (exercise
rights) exercise all or any powers, rights, discretions and
remedies of the Grantor or in connection with the Secured Property
(including rights available under the Corporations Act or any other
statute);

 


(k) (registration)
do everything necessary to obtain registration of the Secured
Property in the Secured Party's name or in the name of the Secured
Party's nominee;

 


(l) (settle
disputes)

 


(i) settle,
arrange and compromise any accounts, claims, questions or disputes
that may arise in connection with the Grantor's business or the
Secured Property or in any way relating to this document;
and

 


(ii) execute
releases or other discharges in relation to the settlement,
arrangement, or compromise;

 


(m) (sell)
sell (whether or not the Receiver has taken possession), exchange
or otherwise dispose of (absolutely or conditionally) the Secured
Property (or agree to do so):

 


(i) whether or
not the Grantor has carried out any work on the Secured Property or
otherwise prepared the Secured Property for sale;

 


(ii) with or
without other property;

 


(iii) by
public auction, private sale or tender for cash or on
credit;

 


(iv) whether
or not the reserve price for a sale by auction or tender is
disclosed;

 


(v) in one lot
or in parcels;

 


(vi) with or
without special conditions, (such as conditions as to title or time
or method of payment of purchase money) including by allowing the
purchase money to remain:

 


(A) outstanding
on any security over the property sold or over any other property;
or

 


(B) owing
without any security; and

 


(vii) on other
terms the Receiver considers desirable,

 


without
being responsible for any loss;

 


(n) (transfer
on sale) execute transfers and assignments of the Secured
Property (including in the name of the Grantor), and do everything
to complete any sale under clause 9.3(m) that the Receiver thinks
necessary;

 


(o) (transfer
to Crown) surrender, dedicate or transfer any real property
constituting the Secured Property to the Crown or any Governmental
Agency or exchange lands with any person (with or without receiving
any money);

 


(p) (calls)
make calls on the members of the Grantor in relation to the
Grantor's uncalled capital, sue (in the name of the Grantor or
otherwise) to recover amounts due in relation to calls, give valid
receipts for those amounts and assign any power in relation to
calls on the members of the Grantor;

 


(q) (services
for use) provide services and equipment for use with the
Secured Property on any terms it thinks fit;

 


(r) (approvals)
prepare plans and specifications and obtain approvals from any
Governmental Agency in relation to the Secured
Property;

 


(s) (subdivision)
subdivide, convert to strata title, community or Torrens title or
consolidate the Secured Property and effect any necessary works on
the Secured Property for this purpose;

 


(t) (create
easements) create any easements or covenants affecting or in
favour of the Secured Property and effect any necessary works on
the Secured Property for this purpose;

 


(u) (property
acquisition) acquire any additional property to develop,
sell or lease with the Secured Property;

 


(v) (removal
of chattels or fixtures) remove any chattels or fixtures
from any real estate constituting the Secured Property and dispose
of, sell, or otherwise deal with them (with or without receiving
any money);

 


(w) (insure)
insure the Secured Property that is of an insurable nature against
risks of destruction, loss or damage for the amounts and on the
terms that the Receiver thinks appropriate;

 


(x) (sever
fixtures) sever fixtures belonging to the Grantor and sell
them apart from any other part of the Secured
Property;

 


(y) (employees
and agents) engage employees, agents, consultants, lawyers,
advisers and contractors for any of the purposes of this clause on
terms that the Receiver thinks appropriate;

 


(z) (give
receipts) give receipts for all money and other property
that may come into the hands of the Receiver in exercise of any
power given by this document;

 


(aa) (enforce
contracts) carry out and enforce or otherwise obtain the
benefit of all contracts:

 


(i) entered
into or held by the Grantor in connection with the Secured
Property; or

 


(ii) entered
into in exercise of the powers given by this document;

 


(bb) (make
debtors bankrupt) make debtors bankrupt and wind up
companies or other applicable entities and do everything in
connection with any bankruptcy or winding up that the Receiver
thinks desirable to recover or protect Secured
Property;

 


(cc) (execute
documents) enter
into and execute any document or agreement in the name of the
Receiver or the name or on behalf of the Grantor including bills of
exchange, cheques or promissory notes for any of the purposes of
this document;

 


(dd) (vote) exercise
any voting rights or powers in respect of any part of the Secured
Property;

 


(ee) (perform
undertakings) do everything necessary to perform any
undertaking of the Grantor in this document;

 


(ff) (receive
money) receive all money or other property payable or
deliverable to the Grantor from the Secured Property;

 


(gg) (bank
accounts) operate any bank account of the Grantor (including
making deposits and withdrawals in connection with any bank
account);

 


(hh) (file)
file all certificates, registrations and other documents and take
any and all action on behalf of any Grantor which the Receiver
believes is necessary to protect, preserve or improve any or all of
the Secured Property and/or the rights of any Grantor and/or the
Secured Party corresponding to any Secured Property;

 


(ii) (desirable
or incidental matters):

 


(i) do or
cause to be done everything that the Receiver thinks desirable in
the interests of the Secured Party; and

 


(ii) do
anything incidental to the exercise of any other
power;

 


(jj) (take
legal proceedings) take proceedings (including in the name
of the Grantor) in connection with any of the above;
and

 


(kk) (compromise)
make any settlement, arrangement or compromise regarding any
action, proceeding or dispute arising in connection with the
Secured Property, grant to any person involved time or other
indulgence and execute all related releases or discharges as the
Receiver thinks expedient in the interests of the Secured
Party;

 


(ll) (appeal)
appeal against or enforce any judgment or order in respect of the
Secured Property;

 


(mm) (delegate)
with the Secured Party's consent delegate any of the powers given
to the Receiver by this clause to any person;

 


(nn) (ability
of Grantor) do
anything the Grantor could do in relation to the Secured
Property;

 


(oo) (Do
all other things) do all things the law allows an owner of
any interest in the Secured Property, or any Controller of the
Secured Property, to do;

 


(pp) (General)
exercise all or any of the rights, powers, discretions or remedies
given by law to mortgagees in possession, receivers or receivers
and managers.

 



10. Protection of Secured Party and Appointees




 



10.1 Protection of Secured
Party and Receiver

 


(a) The
Secured Party is not obliged to, but may, do the
following:

 


(i) notify any
debtor or member of the Grantor or any other person of this
document; or

 


(ii) enforce
payment of any amount payable to the Grantor, or take any step or
proceeding for any similar purpose.

 


(b) None of
the Secured Party, any of its Authorised Representatives or agents,
any Attorney or any Receiver is liable for any omission or delay in
exercising any power, right, discretion or remedy under this
document or for any loss or irregularity that may occur in relation
to the exercise or non–exercise of any of them.

 



10.2 Conflict of
interests

 


The
Secured Party, an Authorised Representative or agent of the Secured
Party, an Attorney, Receiver or other person appointed by the
Secured Party under this document may exercise or agree to exercise
a power given by this document or by law even though that person
may have a conflict of interests in exercising the
power.

 



10.3 Liability for
Loss

 


(a) None of
the Secured Party, an Authorised Representative or agent of the
Secured Party, an Attorney, a Receiver or any other person
appointed by the Secured Party under this document is liable for
any Loss that the Grantor suffers as a direct or indirect result
of:

 


(i) the
exercise or attempted exercise of, or failure to exercise, or
non-exercise of, any of its rights, powers, remedies and/or
discretions contained in this document; or

 


(ii) any
release or dealing with any other Guarantee or Security (including
any prejudice to or loss of the Grantor's rights of
subrogation).

 


(b) If the
Secured Party, any Authorised Representative or agent of the
Secured Party, an Attorney or a Receiver enters into possession of
Secured Property, none of the Secured Party, any of its Authorised
Representatives or agents, any Attorney or any Receiver is
liable:

 


(i) to account
as a secured party or mortgagee in possession or for anything
except actual receipts; or

 


(ii) for any
Loss on realisation or for any default or omission for which a
secured party in possession might be liable.

 



11. Protection of Third Parties




 



11.1 Protection of persons
dealing with the Secured Party or Receiver

 


No
person acquiring any money or property from or paying or handing
over any money or property to or otherwise dealing with the Secured
Party, an Authorised Representative or agent of the Secured Party,
an Attorney, a Receiver or other person appointed by the Secured
Party under this document, or to whom is tendered for registration
an instrument executed by the Secured Party, an Authorised
Representative or agent of the Secured Party, an Attorney, a
Receiver or other person appointed by the Secured Party under this
document, will be:

 


(a) bound to
inquire:

 


(i) whether
the Secured Party or the relevant Authorised Representative or
agent of the Secured Party, Attorney, Receiver or other person
appointed by the Secured Party under this document has the right to
dispose of any money or property;

 


(ii) whether
any Event of Default has occurred or is subsisting;

 


(iii) whether
this document is, has become or remains enforceable;

 


(iv) whether
any of the Secured Money is owing or payable;

 


(v) whether
the relevant Authorised Representative or agent of the Secured
Party, Attorney, Receiver or other person appointed by the Secured
Party under this document has been properly appointed;

 


(vi) as to the
propriety or regularity of the exercise or purported exercise of
any right, remedy, power or discretion including any of the
foregoing in connection with any sale, disposal or dealing;
or

 


(vii) as to
any other matter or thing corresponding to any of the
foregoing;

 


(b) affected
by actual or constructive notice that any transaction, document,
sale, disposal or other dealing is unnecessary or improper;
or

 


(c) concerned
to see to the application of any money or property.

 


Despite
any irregularity or impropriety in a sale, disposal or dealing, it
is to be treated, for the protection of the purchaser, transferee
or other party to the disposal or dealing, as being authorised by
this document and valid.

 



11.2 Receipts

 


A
receipt that the Secured Party, one of its Authorised
Representatives or agents, an Attorney or a Receiver gives for any
amount payable to or receivable by the Secured Party or the
Receiver because of this document will:

 


(a) relieve
the person paying or handing over money or other property from all
liability:

 


(i) for the
application (or any loss or misapplication) of the money or other
property;

 


(ii) to
enquire about any of the matters referred to in
clause 11.1(a); and

 


(iii) (where
applicable) as to the propriety or regularity of the appointment of
the Receiver; and

 


(b) discharge
the person paying that amount from its liability to pay that
amount.

 



12. Application of Money




 



12.1 Order

 


(a) Money or
amounts that the Secured Party or a Receiver receives under or
because of this document is to be applied, after satisfaction of
any claims that the Secured Party or the Receiver is aware is a
claim that ranks in priority to the Security granted in
clause  2.1, in the
following order or in any other order that the Secured Party may
determine in its absolute discretion, subject to any applicable law
requiring application to the contrary (for example, section 140 of
the PPSA, if and to the extent applicable) to the extent that such
law cannot be contracted out of:

 


(i) (expenses)
first in payment of all expenses that the Secured Party or the
Receiver incurs in or incidental to the exercise or attempted
exercise of a power or otherwise in relation to any Finance
Document;

 


(ii) (outgoings)
then in payment of any other outgoings that the Receiver or the
Secured Party thinks it appropriate to pay;

 


(iii) (Receiver)
then in payment to the Receiver of any remuneration (whether by way
of commission or otherwise);

 


(iv) (indemnities)
then in payment to the Secured Party or the Receiver of any amount
necessary to give effect to any indemnity contained in or
incorporated by reference into this document; and

 


(v) (Secured
Money) then in payment to the Secured Party of the remainder
of the Secured Money.

 


(b) Any
surplus will belong to the Grantor or other persons entitled to it.
The Secured Party or the Receiver may pay the surplus to the credit
of a bank account in the name of the Grantor or other person
entitled to it or into court and will then be under no further
liability in relation to it. The surplus will not accrue interest.
No trust arises over the surplus.

 


(c) When the
Secured Party or a Receiver receives an amount under or because of
this document, and applies it in payment of the Secured Money, the
Secured Party or the Receiver (as the case may be) may apply
different parts of the amount received to different parts of the
Secured Money, regardless of any appropriation by the Grantor, as
the Secured Party or Receiver chooses.

 



12.2 Only actual receipts
credited

 


In
applying any amount towards the Secured Money, the Grantor will be
credited only with the amount that the Secured Party actually
receives for that purpose. The credit will date from the time of
receipt.

 



12.3 Compensation

 


If any
compensation becomes payable for the Secured Property, the Secured
Party may:

 


(a) apply the
sum received on account of any compensation, at the Secured Party's
option, in or towards repayment of the Secured Money;

 


(b) make,
enforce, settle or compromise any claims relating to compensation;
and

 


(c) execute
any necessary assurances and releases in the name of the Grantor
and the Secured Party.

 


If any
compensation comes into the hands of the Grantor before a final
irrevocable discharge of this document, the Grantor must
immediately pay it to the Secured Party.

 



12.4 Certificates and
disputes

 


(a) The
Secured Party may rely on a certificate issued by any person who
claims to be entitled to any amount received from the exercise of
any right in relation to the Secured Property which states that the
Grantor owes it a certain amount, without making any further
enquiry.

 


(b) If there
is any dispute between any persons (other than the Secured Party)
regarding an entitlement to receive any amount received from the
exercise of any right in relation to the Secured Property, the
Secured Party may pay that amount into court, and after doing so
does not have any further obligation in respect of that
amount.

 



12.5 No
interest

 


The
Secured Party is not obliged to pay interest to any person on any
amount received from the exercise of any right in relation to the
Secured Property.

 



12.6 Payment into bank
account

 


The
Secured Party or the Receiver may pay any amount to the credit of a
bank account in the name of a person to whom it is obliged to pay
any amount received from the exercise of any right in relation to
the Secured Property, and having done so is under no further
liability in respect of that amount.

 



12.7 Amounts contingently
due

 


(a) If any
part of the Secured Money is contingently owing to the Secured
Party when an amount is being applied under clause 12.1 the Secured Party or Receiver
may:

 


(i) retain an
amount equal to the amount contingently owing, or any part of it;
and

 


(ii) put that
amount in a suspense account.

 


(b) If the
amount which is contingently owing:

 


(i) becomes
payable; or

 


(ii) ceases to
be contingently owing,

 


the
Secured Party or Receiver must apply the amount retained (and any
interest earned on it) in accordance with clause 12.1.

 



13. Continuing Security and Third Party
Provisions




 



13.1 Nature of obligations
and enforcement

 


The
Grantor's obligations in this document:

 


(a) are
principal obligations, and not ancillary or collateral to any other
right or obligation; and

 


(b) may be
enforced against the Grantor without the Secured Party first being
required to:

 


(i) exhaust
any remedy it may have against any of GFN, the Grantor, GFN Finance
or GFN USA Holdings, or any other remedy it may have against the
Grantor; or

 


(ii) enforce
any other Security or Guarantee it may hold relating to the Secured
Money or the Secured Obligations.

 



13.2 Preservation of
Grantor's obligations

 


The
Grantor's obligations in this document are absolute, unconditional
and irrevocable. The liability of the Grantor under this document
extends to and is not affected by any circumstance, act or omission
which, but for this subclause, might otherwise affect it at law or
in equity including:

 


(a) the grant
of any time, waiver or other indulgence or concession;

 


(b) the
discharge or release of any of GFN, the Grantor, GFN Finance or GFN
USA Holdings, or any other person;

 


(c) any
transaction or arrangement that may take place between the Secured
Party and any of GFN, the Grantor, GFN Finance or GFN USA Holdings,
or any other person;

 


(d) the
occurrence of an Insolvency Event in relation to any of GFN, the
Grantor, GFN Finance or GFN USA Holdings, or any other
person;

 


(e) the
Secured Party or any other person dealing or not dealing in any way
with any other Guarantee, Security, document or
agreement;

 


(f) the
Secured Party or any other person:

 


(i) exercising
or not exercising any other Guarantee or Security or any right or
remedy conferred on it by law or in equity or by any document or
agreement; or

 


(ii) not
recovering any amount owing by any of GFN, the Grantor, GFN Finance
or GFN USA Holdings;

 


(g) any
variation (including a variation which increases, or extends the
duration of, the Secured Money or which increases or changes any
Secured Obligations), replacement, extinguishment,
unenforceability, failure, loss, abandonment or transfer of any
document or agreement relating to the Secured Money or the Secured
Obligations (including this document and any other Guarantee or
Security held by the Secured Party from any person at any
time);

 


(h) the
obligations of the Grantor or any other person under this document
or any other document or agreement relating to the Secured Money or
the Secured Obligations or this document (including any other
Guarantee or Security) being or becoming illegal, void, voidable,
unenforceable or disclaimed by a liquidator or trustee for
creditors or in bankruptcy;

 


(i) the
Secured Party not giving the Grantor notice of any default by any
of GFN, the Grantor, GFN Finance or GFN USA Holdings, or any other
person;

 


(j) the
Secured Party not disclosing any information to the
Grantor;

 


(k) any
representation made or information given by the Secured Party to
the Grantor;

 


(l) any change
in the legal capacity, rights or obligations of, or other
circumstance related to, any of GFN, the Grantor, GFN Finance or
GFN USA Holdings, or any other person;

 


(m) any legal
limitation, disability, incapacity or other circumstance related to
any of GFN, the Grantor, GFN Finance or GFN USA Holdings, or any
other person;

 


(n) any
invalidity or irregularity in the execution of any Finance Document
or any deficiency in the powers of any of GFN, the Grantor, GFN
Finance or GFN USA Holdings;

 


(o) any
assignment by the Secured Party, with or without the knowledge of
any of GFN, the Grantor, GFN Finance or GFN USA
Holdings;

 


(p) any
obligation of any of GFN, the Grantor, GFN Finance or GFN USA
Holdings being discharged by operation of law;

 


(q) any person
who was intended to be bound as a guarantor or surety in relation
to the Secured Money and/or the Secured Obligations not becoming
bound or ceasing to be bound;

 


(r) any
laches, acquiescence, delay, act, omission or mistake on the part
of, or suffered by, the Secured Party or any other person, in
relation to this document or any other Guarantee, Security,
document or agreement;

 


(s) the
receipt by the Secured Party or any other person of any dividend or
amount after an Insolvency Event in relation to any of GFN, the
Grantor, GFN Finance or GFN USA Holdings, or any other
person;

 


(t) any
judgment or right which the Secured Party may have or exercise
against any of GFN, the Grantor, GFN Finance or GFN USA Holdings,
or any other person;

 


(u) the
opening or operation of a new account by any of GFN, the Grantor,
GFN Finance or GFN USA Holdings with the Secured Party or any other
person;

 


(v) the
amendment of the constitution, trust deed or other constituent
document of any of GFN, the Grantor, GFN Finance or GFN USA
Holdings;

 


(w) if any of
GFN, the Grantor, GFN Finance or GFN USA Holdings is a member of a
partnership, firm, joint venture or association, any change in the
structure, membership, name or business of that partnership, firm,
joint venture or association;

 


(x) if any of
GFN, the Grantor, GFN Finance or GFN USA Holdings is a trustee of a
trust, any breach or variation of the terms of that trust;
or

 


(y) if any of
GFN, the Grantor, GFN Finance or GFN USA Holdings is a director or
shareholder of any of GFN, the Grantor, GFN Finance or GFN USA
Holdings, any change in that directorship or
shareholding.

 



13.3 Continuity

 


Each
Security granted in clause 2.1:

 


(a) is a
continuing security, and remains in full force until a final
irrevocable discharge of that Security is given to the Grantor
under clause 14 despite any
transaction or other thing (including a settlement of account or
intervening payment); and

 


(b) will apply
to the present and future balance of the Secured Money and to the
present and future Secured Obligations.

 



13.4 Limitations on
Grantor's rights

 


Until
the Secured Money has been irrevocably paid, repaid and satisfied
in full and the Secured Obligations have been irrevocably performed
and satisfied in full, the Grantor may not:

 


(a) share in
any Guarantee, Security or amount received or receivable by the
Secured Party in relation to the Secured Money or the Secured
Obligations or stand in the place of the Secured Party in relation
to any Guarantee, Security or right to receive any
amount;

 


(b) take any
steps to enforce a right or claim against any of GFN, the Grantor,
GFN Finance or GFN USA Holdings relating to any amount paid by the
Grantor to the Secured Party under this document or any other
Finance Document;

 


(c) have or
exercise any rights as surety in competition with the Secured
Party;

 


(d) receive,
claim or have the benefit of any payment (including a payment under
a Guarantee), distribution or Security from or on account of any of
GFN, the Grantor, GFN Finance or GFN USA Holdings or any other
person;

 


(e) in
reduction of its liability under this document, raise a defence,
set off or counterclaim available to itself, any of GFN, the
Grantor, GFN Finance or GFN USA Holdings, or a co-surety or
co-indemnifier against the Secured Party or claim a set off or make
a counterclaim against the Secured Party; or

 


(f) claim to
be entitled by way of contribution, indemnity, subrogation,
marshalling or otherwise to the benefit of any document or
agreement to which the Secured Party is a party.

 



13.5 No
marshalling

 


The
Secured Party is not under any obligation to marshal or appropriate
in favour of the Grantor or to exercise, apply, perfect or recover
any Security that the Secured Party holds at any time or any funds
or property that the Secured Party may be entitled to receive or
have a claim on.

 



13.6 Effect of Insolvency
Event

 


(a) If any of
the Grantor, GFN Finance or GFN USA Holdings is wound up or
bankrupted, the Grantor irrevocably authorises the Secured Party
to:

 


(i) prove for
all amounts that the Grantor has paid under this document;
and

 


(ii) retain
and carry into a suspense account and appropriate at the Secured
Party's discretion any dividends and other amounts received in
relation to the Secured Money,

 


until
the Secured Money has been irrevocably paid, repaid and satisfied
in full and the Secured Obligations have been irrevocably performed
and satisfied in full. The Secured Party is not obliged to do
this.

 


(b) If an
Insolvency Event has occurred in relation to any of the Grantor,
GFN Finance or GFN USA Holdings, any amount paid by GFN the
Grantor, GFN Finance or GFN USA Holdings (as the case may be)
(relevant payment) will only
be applied against any Secured Money if:

 


(i) the
Secured Party forms the opinion in good faith (which will be
conclusively binding on the Grantor) that it will not be required
to pay the relevant payment to any person under any law relating to
bankruptcy, winding up or the protection of creditors;
or

 


(ii) a final
judgment is given by a court of competent jurisdiction in favour of
the Secured Party that it is not required to pay the relevant
payment to any person under any law relating to bankruptcy, winding
up or the protection of creditors.

 


(c) If an
amount is applied against any Secured Money and the Secured Party
pays or determines that it is obliged to pay the relevant amount to
any person under any law relating to bankruptcy, winding up or the
protection of creditors:

 


(i) the
Secured Party's rights are to be reinstated and will be the same in
relation to that amount as if the application, or the payment or
transaction giving rise to it, had not been made; and

 


(ii) the
Grantor must immediately do anything (including the signing of
documents) required by the Secured Party to restore to the Secured
Party any Guarantee or Security to which it was entitled
immediately before that application or the payment or transaction
giving rise to it.

 


(d) Any
discharge or release between the Secured Party and the Grantor is
subject to reinstatement of the Secured Party's rights under this
subclause.

 



13.7 Notice of other
interests in Non-PPS Property

 


(a) If the
Secured Party receives notice of a subsequent interest in any
Non-PPS Property, it may open a new account in the Grantor's name
in the books of the Secured Party.

 


(b) If the
Secured Party does not open a new account under
clause 13.7(a), it is taken to
have done so at the time it received notice of the subsequent
interest.

 


(c) From the
time the new account is opened or taken to be opened, the following
amounts will be, or will be taken to be, debited or credited (as
applicable) to the new account:

 


(i) all
financial accommodation made by the Secured Party to the Grantor;
and

 


(ii) all
payments and repayments made by the Grantor to the Secured
Party.

 


(d) Payments,
repayments and other amounts from the new account will only be
applied in reduction of other Secured Money to the extent there is
no debit balance in that account.

 


(e) If
requested by the Secured Party, the Grantor must ensure that any
other holder of a Security in Non-PPS Property enters into an
agreement with the Secured Party:

 


(i) under
which the holder agrees that the Secured Party's Security ranks
ahead of that holder's Security, for all the amount owing that is
incurred after that holder's Security was granted; and

 


(ii) which is
otherwise satisfactory to the Secured Party in form and
substance.

 


(f) The
Secured Party may notify the Grantor that its obligation to provide
further financial accommodation under any Finance Document is
terminated, in which case its obligation to do so terminates
immediately, if:

 


(i) the
Secured Party receives notice of a subsequent Security (other than
a Permitted Security) which affects any Non-PPS Property;
and

 


(ii) it is of
the opinion that any financial accommodation provided to the
Grantor will not rank ahead of that subsequent
Security.

 


(g) If this
clause 13.7 is inconsistent with
any other Finance Document, this clause prevails to the extent of
the inconsistency.

 



14. Release




 


The
Secured Party must at the request and cost of the Grantor release
the Secured Property from the Security created by this document and
transfer back to the Grantor any remaining Secured Property
transferred by way of security to the Secured Party under this
document:

 


(a) when the
Secured Party is satisfied that:

 


(i) all the
Secured Money has been irrevocably paid, repaid and satisfied in
full or satisfied in accordance with this document and (without
limiting this) that clause 13.6
and clause 18.13 will not later
apply; and

 


(ii) all the
Secured Obligations have been irrevocably performed and satisfied
in full; and

 


(iii) no
amount remains contingently payable or may become payable on the
security of this document (including under an indemnity);
and

 


(iv) if a an
Event of Default has occurred, the Secured Party has not sold or
agreed to sell the Secured Property and is not deemed to have taken
any Secured Property in satisfaction of the Secured Money or the
Secured Obligations; and

 


(b) on payment
or retention of all costs and expenses incurred by or payable to
the Secured Party, its Authorised Representatives or any Receiver
or Attorney in connection with the foregoing.

 


Any
discharge is subject to clause 13.6 and clause 18.13.

 



15. Personal Property Securities Act




 



15.1 PPSA Further
steps

 


If the
Secured Party determines that a Finance Document (or a transaction
in connection with it) is or contains a security interest for the
purposes of the PPSA, the Grantor agrees to do anything (such as
obtaining consents, signing and producing documents, getting
documents completed and signed and supplying information) which the
Secured Party asks and considers necessary for the purposes
of:

 


(a) providing
more effective security over the property subject to the security
interest for payment of the Secured Money or performance of the
Secured Obligations; or

 


(b) ensuring
that the security interest is enforceable, perfected (including,
where possible, by control (as defined in the PPSA) in addition to
registration) and otherwise effective; or

 


(c) enabling
the Secured Party to apply for any registration, or give any
notification, in connection with the security interest so that the
security interest has the priority required by the Secured Party;
or

 


(d) enabling
the Secured Party to exercise rights in connection with the
security interest or the property subject to the security
interest.

 



15.2 PPSA
undertaking

 


If the
Grantor holds any security interests for the purposes of the PPSA,
the Grantor agrees to promptly take all reasonable steps which are
prudent for its business under or in relation to the PPSA,
including doing anything reasonably requested by the Secured Party
for that purpose, and to implement, maintain and comply in all
material respects with procedures for the perfection of those
security interests. These procedures must include procedures
designed to ensure that the Grantor takes all steps under the PPSA
to perfect continuously any such security interest including all
steps necessary:

 


(a) for the
Grantor to obtain the highest ranking priority possible in respect
of the security interest (such as perfecting a purchase money
security interest or perfecting a security interest by control (as
defined in the PPSA)); and

 


(b) to reduce
as far as possible the risk of a third party acquiring an interest
free of the security interest (such as including the serial number
in a financing statement for personal property that may or must be
described by a serial number).

 


If the
Secured Party asks, the Grantor agrees to arrange at the
Grantor’s expense an audit of the above PPSA procedures. The
Secured Party may ask the Grantor to do this if it reasonably
suspects that the Grantor is not complying with this
clause.

 



15.3 Costs of further
steps and undertaking

 


Everything the
Grantor is required to do under this clause 15 is at the Grantor’s expense. The
Grantor agrees to pay or reimburse the costs and expenses of the
Secured Party in connection with anything the Grantor is required
to do under this clause 15.

 



15.4 Exclusion of PPSA
provisions

 


To the
extent the law permits:

 


(a) for the
purposes of sections 115(1) and 115(7) of the PPSA:

 


(i) the
Secured Party need not comply with sections 95, 118, 121(4), 125,
130, 132(3)(d) or 132(4); and

 


(ii) sections
142 and 143 are excluded;

 


(b) for the
purposes of section 115(7) of the PPSA, the Secured Party need not
comply with sections 132 and 137(3); and

 


(c) if the
PPSA is amended after the date of this document to permit the
Grantor and the Secured Party to agree not to comply with or to
exclude other provisions of the PPSA, the Secured Party may notify
the Grantor that any of those provisions is excluded, or that the
Secured Party need not comply with any of those provisions, as
notified to the Grantor by the Secured Party.

 



15.5 Exercise of rights by
Secured Party

 


If the
Secured Party exercises a right, power or remedy in connection with
this document, that exercise is taken not to be an exercise of a
right, power or remedy under the PPSA unless the Secured Party
states otherwise at the time of exercise. However, this clause does
not apply to a right, power or remedy which can only be exercised
under the PPSA.

 



15.6 No notice required
unless mandatory

 


To the
extent the law permits, the Grantor waives:

 


(a) its rights
to receive any notice that is required by:

 


(i) any
provision of the PPSA (including a notice of a verification
statement); or

 


(ii) any other
law before the Secured Party or a Receiver exercises a right, power
or remedy; and

 


(b) any time
period that must otherwise lapse under any law before the Secured
Party or Receiver exercises a right, power or remedy.

 


If the
law which requires a period of notice or a lapse of time cannot be
excluded, but the law provides that the period of notice or lapse
of time may be agreed, that period or lapse is one day or the
minimum period the law allows to be agreed (whichever is the
longer).

 


However, nothing in
this clause prohibits the Secured Party or any Receiver from giving
a notice under the PPSA or any other law.

 



15.7 Confidentiality
Agreement

 


(a) In this
clause 15.7, all references to
sections are to sections in the PPSA.

 


(b) The
parties agree not to disclose information of the kind mentioned in
section 275(1), except in the circumstances required by sections
275(7)(b) to (e). The Grantor must obtain the Secured Party's
consent before authorising the disclosure of information under
section 275(7)(c) or requesting information under section
275(7)(d). Nothing in this paragraph prevents any disclosure by the
Secured Party that it believes is necessary to comply with its
other obligations under the PPSA.

 


(c) To the
extent that it is not inconsistent with clause 15.7(b) constituting a ‘confidentiality
agreement’ for the purposes of section 275(6)(a), the Grantor
agrees that the Secured Party may disclose information of the kind
mentioned in section 275(1) to the extent that the Secured Party is
not doing so in response to a request made by an ‘interested
person’ (as defined in section 275(9)) pursuant to section
275(1).

 


(d) Each party
consents to the disclosures made in accordance with this
clause.

 



15.8 PPS Security
Interests

 


(a) The
Grantor acknowledges that this document gives rise, or may give
rise, to one or more PPS Security Interests.

 


(b) To the
extent that any such PPS Security Interest can be perfected by
control (as defined in the PPSA), the Grantor must do anything
required by the Secured Party to enable it to perfect that PPS
Security Interest by control (as defined in the PPSA).

 


(c) To the
extent that any such PPS Security Interest is over personal
property of a type referred to in section 340(5) of the PPSA, the
Grantor must do anything required by the Secured Party to enable it
to control (as defined in the PPSA) that property for the purposes
of section 340(2)(b) of the PPSA.

 



15.9 Authority to register
and waiver of right to receive verification
statements

 


The
Grantor acknowledges that the Secured Party may, at the Grantor's
cost, register one or more financing statements, or give any
notification, in relation to any PPS Security Interest provided for
by this document.

 



15.10 Appointment of
Grantor as nominee

 


For the
purposes of section 153 of the PPSA, the Secured Party appoints the
Grantor as its nominee, and authorises the Grantor to act on its
behalf, in connection with a registration under the PPSA of any
security interest in favour of the Grantor which is:

 


(a) evidenced
or created by chattel paper;

 


(b) perfected
by registration under the PPSA; and

 


(c) transferred
to the Secured Party under this document.

 


This
authority ceases when the registration is transferred to the
Secured Party.

 



15.11 Other
rights

 


Where
the Secured Party has rights, powers, remedies and discretions in
addition to, or existing separately from, those in Chapter 4 of the
PPSA, those rights, powers, remedies and discretions will continue
to apply and are not limited or excluded (or otherwise adversely
affected) by the PPSA. This is despite clause 15.4 or any other provisions of a Finance
Document.

 



16. Anti-money laundering




 



16.1 Anti-money
laundering

 


(a) The
Grantor agrees that the Secured Party may delay, block or refuse to
process any Suspicious Transaction without incurring any liability
to any person.

 


(b) Notwithstanding
any other provision of any Finance Document to the contrary, the
Grantor must provide all information and documents to the Secured
Party which the Secured Party reasonably requires in order to
manage its money-laundering, terrorism-financing or economic and/or
trade sanctions risk or to comply with AML CTF Laws or any other
laws or regulations in Australia or any other country.

 


(c) The
Grantor agrees that the Secured Party may disclose any information
or documents concerning the Grantor to any law enforcement agency,
regulatory agency, court or other person where required by any law
or regulation in Australia or elsewhere and such disclosure will
not breach any duty (including any duty of confidentiality) owed by
the Secured Party to any other party to any Finance Document. The
Grantor releases the Secured Party in respect of any claim they
would otherwise have in respect of such disclosure.

 


(d) Unless the
Grantor has disclosed that it is acting in a trustee capacity or on
behalf of another party, the Grantor represents and warrants that
it is acting on its own behalf in entering into the Finance
Documents to which it is a party.

 


(e) The
Grantor declares and undertakes to the Secured Party that the
processing of any transaction by the Secured Party in accordance
with the Grantor's instructions will not breach any laws or
regulations in Australia or any other country.

 


(f) Notwithstanding
any other provision of any Finance Document to the contrary, the
Secured Party is not obliged to do or omit anything if it would, or
might in its reasonable opinion, constitute a breach of any AML CTF
Laws or economic and/or trade sanctions laws or regulations
applicable to the Secured Party, including, as applicable, the
Charter of the United Nations Act 1945 (Cth), the Charter of the
United Nations (Dealing with Assets) Regulations 2008 (Cth) and the
Autonomous Sanctions Regulations 2011 (Cth).

 



17. Amendment and assignment




 



17.1 Amendment

 


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

 



17.2 Assignment

 


(a) The
Grantor may not assign, novate, transfer, sub-participate,
encumber, declare a trust over or otherwise deal with all or any of
its rights and/or obligations under this document without the prior
written consent of the Secured Party.

 


(b) The
Secured Party may assign, novate, transfer, sub-participate,
encumber, declare a trust over or otherwise deal with all or any of
its rights and/or obligations under this document without being
required to obtain the consent of any of GFN, the Grantor, GFN
Finance or GFN USA Holdings, or to provide any notice to any of
GFN, the Grantor, GFN Finance or GFN USA Holdings. The Secured
Party may disclose to any potential holder of any right and/or
obligation any information relating to the Finance Documents or any
party to them.

 


(c) The
Grantor agrees to do or execute anything reasonably requested by
the Secured Party to effect an assignment, novation, transfer or
other dealing under this clause 17.2.

 



18. General




 



18.1 Governing
law

 


This
document is governed by New South Wales law.

 



18.2 Jurisdiction

 


(a) The courts
having jurisdiction in New South Wales have exclusive jurisdiction
to settle any dispute arising out of or in connection with this
document (including a dispute regarding the existence, validity or
termination of this document) (Dispute).

 


(b) The
parties agree that those courts are the most appropriate and
convenient courts to settle Disputes and accordingly no party will
argue to the contrary.

 


(c) Each party
irrevocably waives any objection it may now or in the future have
to the venue of any proceedings, and any claim it may now or in the
future have that any proceedings have been brought in an
inconvenient forum, where that venue falls within
paragraph 18.2(a)
above.

 


(d) This
clause 18.2 is for the benefit of
the Secured Party only. As a result, the Secured Party will not be
prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction. To the extent allowed by law, the
Secured Party may take concurrent proceedings in any number of
jurisdictions.

 



18.3 Liability for own
expenses

 


The
Grantor is liable for its own costs and expenses in complying with
this document, including where it does so at the Secured Party's
request or for the Secured Party's benefit.

 



18.4 Giving effect to
documents

 


(a) The
Grantor must do anything (including executing any transfer in blank
or any other transfer or other document), and must ensure that its
employees and agents do anything, that the Secured Party may
reasonably require to:

 


(i) give full
effect to each Finance Document;

 


(ii) better or
more fully secure the rights, remedies and powers of the Secured
Party under each Finance Document or to enable the Secured Party to
exercise those rights, remedies and/or powers;

 


(iii) better
or more fully secure the property the subject of any Security
Document to the Secured Party;

 


(iv) bind the
Grantor and any other person intended to be bound under any Finance
Document;

 


(v) enable the
Secured Party to register any power of attorney contained in any
Finance Document;

 


(vi) show
whether the Grantor and/or any of GFN, the Grantor, GFN Finance or
GFN USA Holdings is complying with each or any Finance
Document;

 


(vii) continuously
perfect the Security created or intended to be created under or
evidenced by any Security Document or other Finance
Document;

 


(viii) facilitate
the exercise of any rights, powers and/or remedies of the Secured
Party provided by, under or pursuant to any Finance Documents or
law;

 


(ix) ensure
that each Security created under or evidenced by any Finance
Document is enforceable and effective;

 


(x) protect
the Secured Party's position under each Finance Document and/or in
relation to any property referred to in this clause 18.4 in the context of the PPSA;

 


(xi) enable
the Secured Party to apply for any registration, or give any
notification, or do any other thing in connection with any Security
so that the Security has the priority intended by the Secured
Party; and/or

 


(xii) enable
the Secured Party to exercise rights, powers and/or remedies in
connection with any Security.

 


(b) The
Grantor agrees that the Secured Party may complete and fill in any
blanks in any Finance Document or in any document connected with a
Finance Document (such as financing statements, financing change
statements, amendment demands or transfers for any part of the
Secured Property).

 



18.5 Right to make good a
default

 


(a) If the
Grantor breaches this document, the Secured Party may do everything
it considers to be necessary or desirable to attempt to remedy the
breach to the Secured Party's satisfaction. The Secured Party is
not obliged to do so. Any liabilities or expenses incurred by the
Secured Party in attempting to remedy any such breach must be
reimbursed by the Grantor on demand.

 


(b) Clause 18.5(a)
does not limit any other right the Secured Party has under this
document or at law.

 



18.6 Certificates and
disputes

 


(a) The
Secured Party may rely on a certificate issued by any person who
claims to be entitled to any amount received from the exercise of
any right in relation to the Secured Property which states that the
Grantor owes it a certain amount, without making any further
enquiry.

 


(b) If there
is any dispute between any persons (other than the Secured Party)
regarding an entitlement to receive any amount received from the
exercise of any right in relation to the Secured Property, the
Secured Party may pay that amount into court, and after doing so
does not have any further obligation in respect of that
amount.

 



18.7 Remedies and
waivers

 


No
failure to exercise, nor any delay in exercising, on the part of
the Secured Party, any Attorney or any Receiver, any right or
remedy under the Finance Documents will operate as a waiver, nor
will any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or
remedy. A waiver of a right on one or more occasions does not
operate as a waiver of that right or as an estoppel precluding
enforcement of that right if it arises again. The rights and
remedies provided in the Finance Documents are cumulative and not
exclusive of any rights or remedies provided by law.

 



18.8 Operation of this
document

 


(a) Any right
that the Secured Party, an Attorney or a Receiver may have under
the Finance Documents is in addition to, and does not replace or
limit, any other right that the Secured Party, an Attorney or the
Receiver may have.

 


(b) If, at any
time, any provision of this document is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way
be affected or impaired.

 



18.9 Operation of
indemnities

 


(a) Each
indemnity in this document survives the expiry or termination of
this document.

 


(b) The
Secured Party or any other person indemnified under this document
may recover a payment under an indemnity in this document before it
makes the payment in respect of which the indemnity is
given.

 


(c) If a
provision of this document is expressed to:

 


(i) indemnify;

 


(ii) exclude
or limit any liability of; or

 


(iii) otherwise
benefit,

 


a
person who is not a party to this document, the Grantor agrees that
the Secured Party holds the benefit of that indemnity, exclusion,
limitation or other benefit on trust for that person and may
enforce this document on their behalf and for their
benefit.

 


(d) Unless the
Secured Party directs or instructs to the contrary, a person who is
entitled to be indemnified under this document may recover the
amount to be indemnified direct from the Secured
Property.

 



18.10 Consents

 


Where a
Finance Document contemplates that the Secured Party, a Receiver or
an Attorney may agree or consent to something (however it is
described), the Secured Party, the Receiver or the Attorney, as the
case may be, may:

 


(a) agree or
consent, or not agree or consent, in its absolute discretion;
and

 


(b) agree or
consent subject to conditions,

 


unless
that document expressly contemplates otherwise.

 



18.11 Statements by the
Secured Party

 


A
statement by the Secured Party or by an authorised representative
or attorney of the Secured Party on any matter relating to this
document (including any amount owing by any of GFN, the Grantor,
GFN Finance or GFN USA Holdings is conclusive unless clearly wrong
on its face.

 



18.12 Set–off and
Combination of Accounts

 


(a) If an
Event of Default or Review Event occurs the Secured Party may, but
need not, set off any obligation due from the Grantor under the
Finance Documents against any obligation owed by the Secured Party
to the Grantor (whether or not matured), regardless of the place of
payment, booking branch or currency of either obligation. If the
obligations are in different currencies, the Secured Party may
convert either obligation at a market rate of exchange in its usual
course of business for the purpose of the set-off.

 


(b) If an
Event of Default or Review Event occurs the Secured Party may, but
need not, combine any account that the Grantor holds with it at any
branch or office (in Australia or elsewhere) with any amount owing
by the Grantor to it under the Finance Documents. For this purpose
the Secured Party may change the terms (including the repayment
date) of any account or other payment obligation between the
parties and convert amounts into different currencies at a market
rate of exchange.

 



18.13 Reinstating avoided
transaction

 


(a) The
Grantor agrees that if a payment or other transaction relating to
the Secured Money or the Secured Obligations is void, voidable,
unenforceable or defective for any reason or a related claim is
upheld, conceded or settled (each an Avoidance), then even if the Secured
Party knew or should have known of the Avoidance:

 


(i) each
right, remedy, power or discretion of the Secured Party, any
Receiver or any Attorney under this document or any other Finance
Document will be what it would have been, and will continue, as if
the payment or transaction the subject of the Avoidance had not
occurred; and

 


(ii) the
Grantor must immediately execute and do anything required by the
Secured Party to restore to the Secured Party its position
immediately before the Avoidance (including reinstating any Finance
Document).

 


(b) This
clause 18.13survives any
termination or full or partial discharge or release of this
document or any other Finance Document.

 



18.14 No
merger

 


Nothing
in this document merges with any other Security, or any Guarantee,
judgment or other right or remedy, that the Secured Party, any
Receiver or an Attorney may hold at any time.

 



18.15 Exclusion of
contrary legislation

 


Any
legislation that affects an obligation of the Grantor in a manner
that is adverse to the interests of the Secured Party, any Receiver
or any Attorney, or adversely affects the exercise by the Secured
Party, any Receiver or any Attorney of a right or remedy, under or
relating to this document is excluded to the full extent permitted
by law.

 



18.16 Consideration

 


Each
party acknowledges receiving good and valuable consideration for
entering into this document and incurring obligations under this
document.

 



18.17 Counterparts

 


This
document may be executed in counterparts.

 



18.18 Execution by fewer
than all parties

 


This
document binds each of the persons executing it even
if:

 


(a) one or
more of the persons named in this document as the Grantor does not
execute this document or is not bound or ceases to be bound by this
document; or

 


(b) the
Secured Party does not execute or only subsequently executes this
document.

 



18.19 Execution
Declaration

 


Each
person who executes this document 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.

 



18.20 Tax
gross-up

 


(a) The
Grantor must make all payments to be made by it under this Deed
without any tax deduction unless such tax deduction is required by
law.

 


(b) The
Grantor must promptly upon becoming aware that it must make a tax
deduction (or that there is any change in the rate or the basis of
a tax deduction) notify the other Parties.

 


(c) If a tax
deduction is required by law to be made by the Grantor except in
relation to a tax described in Section 18.21(b)(i), the Grantor
must pay an additional amount together with the payment so that,
after making any tax deduction, the Secured Party receives an
amount equal to the payment which would have been due if no tax
deduction had been required.

 


(d) If the
Grantor is required to make a tax deduction, the Grantor must make
that tax deduction and any payment required in connection with that
tax deduction within the time allowed and in the minimum amount
required by law.

 


(e) Within 30
days of making either a tax deduction or any payment required in
connection with that tax deduction, the Grantor must deliver to the
Secured Party evidence satisfactory to the Secured Party, acting
reasonably, that the tax deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing
authority.

 



18.21 Tax
indemnity

 


(a) The
Grantor must (within three Business Days of demand by the Secured
Party) pay to the Secured Party, or procure that there is paid to
the Secured Party, an amount equal to the Loss which the Secured
Party determines will be or has been (directly or indirectly)
suffered or incurred for or on account of tax by the Secured Party
in respect of this Deed or a transaction or payment under
it.

 


(b) Paragraph 18.21(a)
above does not apply:

 


(i) with
respect to any tax assessed on the Secured Party under the law of
the jurisdiction in which the Secured Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which the Secured
Party is treated as resident for tax purposes if that tax is
imposed on or calculated by reference to the net income received or
receivable (but not any sum actually or deemed to be received or
receivable) by the Secured Party; or

 


(ii) to the
extent the relevant Loss is compensated for by an increased payment
under clause 18.20.

 


(c) If the
Secured Party makes or intends to make a claim under
paragraph 18.21(a) above, the
Secured Party must promptly notify the Grantor of the event which
will give, or has given, rise to the claim.

 



18.22 Stamp duties,
registration and similar Taxes

 


The
Grantor must:

 


(a) pay;
and

 


(b) within
three Business Days of demand, indemnify the Secured Party against
any Loss that the Secured Party suffers or incurs in relation
to,

 


all
stamp duty, registration and other similar taxes payable in respect
of this Deed.

 



19. Notices




 



19.1 Communications in
writing

 


Subject
to clause 19.6, any communication to
be made under or in connection with the this Deed must be made in
writing and, unless otherwise stated, may be made by fax or letter
or by electronic transmission.

 



19.2 Addresses

 


Subject
to clause 19.6, the address and fax
number and email address (and the department or officer, if any,
for whose attention the communication is to be made) of each Party
for any communication or document to be made or delivered under or
in connection with this Deed is that identified in the Details
section at the beginning of this document or in Schedule 2 or any
substitute address, fax number, email address, or department or
officer as the Party may notify to the other party by not less than
five Business Days’ notice.

 



19.3 Delivery

 


(a) Subject to
clause 19.6, any such communication or
document will only be effective:

 


(i) if by way
of fax, when received in legible form;

 


(ii) if by way
of letter, when it has been left at the relevant address or three
Business Days after being deposited in the post postage prepaid in
an envelope addressed to it at that address; or

 


(iii) if by
way of electronic transmission when received in legible form by the
recipient and, if a particular department or officer is specified
as part of its address details provided in the Details section at
the beginning of this document or in Schedule 2 of this
document or in any
substitute address, fax number, email address, or department or
officer as the Party may notify to the other party, if addressed to
that department or officer.

 


(b) Subject to
clause 19.6, any communication or
document to be made or delivered to the Secured Party will be
effective only when actually received by the Secured Party and then
only if it is expressly marked for the attention of the department
or officer specified as part of its address details provided in the
Details section at the beginning of this document or in Schedule 2 of this document
(or any substitute department or officer as the Secured Party
specifies for this purpose).

 


(c) If
delivery, receipt or transmission is not on a Business Day or is
after 5.00pm on a Business Day, the communication is taken to be
received at 9.00am on the next Business Day.

 


(d) All
notices must be signed by an Authorised Representative of the
sender.

 



19.4 Reliance

 


Any
communication sent under this clause 19 (Notices) can be relied on by the
recipient if the recipient reasonably believes the communication to
be genuine and if it bears what appears to be the signature
(original or facsimile) of an Authorised Representative of the
sender (without the need for further enquiry or confirmation). Each
Party must take reasonable care to ensure that no forged, false or
unauthorised communications are sent to another Party.

 



19.5 English
language

 


(a) Any notice
given under or in connection with any this Deed must be in
English.

 


(b) All other
documents provided under or in connection with this Deed must
be:

 


(i) in
English; or

 


(ii) if not in
English, and if so required by the Secured Party, accompanied by a
certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional,
statutory or other official document.

 



19.6 Electronic
Communications

 


(a) In this
clause 19.6:

 


Communication means any instruction,
notice, consent, request, approval, acceptance, confirmation,
information or document.

 


Electronic Communication means a
Communication transmitted by electronic means, including facsimile,
email or any other electronic way of sending, receiving and/or
retrieving data now or in the future.

 


(b) If the
Grantor sends Electronic Communications:

 


(i) the
Grantor acknowledges that there are risks in communicating in this
manner and agrees that it is responsible for those
risks;

 


(ii) the
Grantor must comply with any security measures agreed with the
Secured Party (security
procedures); and

 


(iii) if the
Secured Party receives an Electronic Communication it believes to
be genuine and which complies with the security procedures (if
any):

 


(A) the
Secured Party need not verify the authenticity or completeness of
the Communication, even if the Communication instructs the Secured
Party to make a payment; and

 


(B) any such
Communication will be treated as authorised by the Grantor and will
be binding on it.

 


(c) The
Secured Party may give the Grantor notice at any time that it will
no longer accept any, or specified, Electronic Communications. The
notice is effective from when it is received by the Grantor until
the Secured Party notifies the Grantor in writing that it will
again accept Electronic Communications, or Electronic
Communications of the specified type, as the case may
be.


 




 








 





 


 


Schedule
1 – Serial numbered property

 




 


The
Secured Party has a Security in serial numbered goods which are
Secured Property irrespective of whether they are listed below.
This Schedule provides additional information about the Secured
Property to which it refers.

 



eg Motor Vehicles


	


Grantor

	


Name of Manufacturer

	


No of Manufacturer*

	


Model Name

	


Year Made

	


Registration No

	


Vehicle Identification or Chassis Number*

	


Engine No

	


Principal Location


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 






 


 


 




 








 






Schedule
2 – Notice Details

 




 


Secured
Party:

 


Bison
Capital Partners V, L.P.

 


233
Wilshire Boulevard

 


Suite
425

 


Santa
Monica, CA 90401

 


Attention: Douglas
B. Trussler

 


Telephone: 310.260.6570

 


Facsimile: 310.260.6576

 


Email: dtrussler@bisoncapital.com

 



Grantor:

 


c/o
General Finance Corporation

 


39 East
Union Street

 


Pasadena,
California 91103

 


 

 


Attention: Christopher
A. Wilson

 


Telephone: 626.204.6308

 


Facsimile: 626.795.8090

 


Email:  notices@generalfinance.com


 




 








 






 


Schedule
3 – Share Transfer Form

 





 




 








 






 

 



Executed as a deed.

 



SECURED PARTY

 


BISON
CAPITAL PARTNERS V, L.P., a Delaware limited
partnership

 

 


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner

 

 


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner

 

 


 

 

 


By:      

 


Name: Douglas
B. Trussler

 


Title: Managing
Member


 

 


 

 



GRANTOR


 


	


EXECUTED by GFN ASIA PACIFIC
HOLDINGS PTY LTD. (ACN 620127991) in accordance with section 127 of
the Corporations Act 2001
(Cth) by authority of its directors in the presence
of:


 


 


 


Signature
of director


 


 


 


Name of
director (block letters)

	

)


)


)


)


)


)


)


)


)


)


)


)

	

 


 


 


 


 


 


 


 


Signature
of director / company secretary


 


 


 


Name of
director / company secretary (block letters)







 


 


 

 




 








 







Exhibit E

 


 

 




 








 







BOARD OBSERVER AGREEMENT

 


This BOARD OBSERVER AGREEMENT (the
“Agreement”)
is made effective as of [________, 2017], by General Finance
Corporation, a Delaware corporation (“Company”),
and Bison Capital Partners V, L.P., a Delaware limited partnership
(“Investor”).

 


WHEREAS, pursuant to that certain Securities
Purchase Agreement between the Company and the Investor dated the
date hereof (as amended, modified or supplemented, the
“Purchase
Agreement”), the Company
has agreed to issue and sell to the Investor, and the Investor has
agreed to purchase from the Company, that certain Senior Secured
Convertible Promissory Note in the original principal amount of USD
$26,000,000 (the “Convertible
Note”) and a Senior
Secured Promissory Note in the original principal amount of USD
$54,000,000 (the “Senior
Note” and collectively
with the Convertible Note, the “Notes”);
and

 


WHEREAS, as an inducement to the Investor to enter
into the Purchase Agreement and purchase the Notes, the Company
desires to provide the Investor with certain observation rights
regarding the Company's board of directors (the
“Board”)
and committees thereof (“Committees”),
as further described, and subject to the terms and conditions set
forth, herein.

 


NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:

 


1. Observer
Rights.

 


1.1 One
representative of Investor (the “Observer”)
shall have the right to attend all meetings (including telephonic
or videoconference meetings) of the Board and all Committees in a
non-voting, observer capacity; provided however, that (i) the Observer shall not be
present for or participate in any meetings of the Board held in
executive session of independent directors other than Investor or
as provided in Section 1.4 hereof and (ii) that Observer shall have
executed and delivered to the Company a copy of the Acknowledgement
and Agreement to be Bound in the form attached hereto as
Exhibit
A (the
“Acknowledgement”).
The Observer may participate fully in discussions of all matters
brought to the Board or Committee, as the case may be, for
consideration, but in no event shall the Observer (i) be deemed to
be a member of the Board or any Committee; (ii) without limitation
of the obligations expressly set forth in this Agreement or the
Acknowledgement, have or be deemed to have, or otherwise be subject
to, any duties (fiduciary or otherwise) to the Company or its
stockholders; or (iii) have the right to propose or offer any
motions or resolutions to the Board or Committees. Upon request,
the Company shall allow the Observer to attend Board or Committee
meetings by telephone or electronic communication. The presence of
the Observer shall not be required for purposes of establishing a
quorum.

 


1.2 In
addition to the foregoing, two representatives
(“Representatives”)
designated by Investor and approved by the Company in its sole
discretion, shall have the right to participate in all meetings of
the Board by telephone in a non-voting, observer capacity;
provided
however, that (i) the Representatives
shall not be present for or participate in any meetings of the
Board held in executive session of independent directors or as
provided in Section 1.4 hereof and (ii) each Representative shall
have executed and delivered to the Company the
Acknowledgement.

 


1.3 The
Company shall provide to the Observer (who may share with the
Representatives) copies of all notices, minutes, consents and other
materials that it provides to Board members except materials that
relate to executive sessions of the Board (collectively,
“Board
Materials”), including
any draft versions, proposed written consents, and exhibits and
annexes to any such materials, at the same time and in the same
manner as such information is delivered to the Board
members.

 


1.4 Notwithstanding anything herein to the contrary,
the Company may exclude the Observer and the Representatives from
access to any Board Materials, meeting or portion thereof if the
Board concludes, acting in good faith, that (i) such exclusion is
reasonably necessary to preserve the attorney-client or work
product privilege between the Company or its affiliate and its
counsel (provided,
however, that any such
exclusion shall only apply to such portion of such material or
meeting which would be required to preserve such privilege); (ii)
such Board Materials or discussion relates to the Company's or its
affiliates' relationship, contractual or otherwise, with the
Investor or its affiliates or any actual or potential transactions
between or involving the Company or its affiliates and the Investor
or its affiliates; or (iii) such exclusion is necessary to avoid a
conflict of interest or disclosure that is restricted by any
agreement to which the Company or any of its affiliates is a party
or otherwise bound.

 


2. Confidential
Information.

 


2.1 To
the extent that any information obtained by the Observer and the
Representatives from the Company (or any director, officer,
employee or agent thereof) is Confidential Information (as defined
below), the Investor and the Representatives shall, and shall cause
the Observer and the Representatives to, treat any such
Confidential Information as confidential in accordance with the
terms and conditions set out in this Section 2.

 


2.2 As
used in this Agreement, “Confidential
Information” means any
and all information or data concerning the Company or its
affiliates, whether in verbal, visual, written, electronic or other
form, which is disclosed to the Observer and/or the Representatives
by the Company or any director, officer, employee or agent of the
Company (including all Board Material that is non-public
information), together with all information discerned from, based
on or relating to any of the foregoing which may be prepared or
created by the Observer, either Representative or any of their
respective affiliates, or any of their respective directors,
officers, employees, agents or advisors (each, a
“Representative
Party”);
provided, however, that “Confidential Information” shall
not include information that:

 


(a) is or
becomes generally available to the public other than as a result of
disclosure of such information by the Investor, any of its
affiliates, any of the Representative Parties, or the
Observer;

 


(b) is
independently developed by the Investor, any of its affiliates, any
of the Representative Parties, or the Observer without use of
Confidential Information provided by the Company or by any
director, officer, employee or agent thereof;

 


(c) becomes available to the recipient of such
information at any time on a non-confidential basis from a third
party that is not, to the recipient's knowledge, prohibited from
disclosing such information to the Investor or any of its
affiliates, any of the respective Representative Parties, or the
Observer by any contractual, legal or fiduciary obligation to the
Company; or

 


(d) was
known by the Investor, any of its affiliates, or the Observer prior
to receipt from the Company or from any director, officer, employee
or agent thereof.

 


2.3 The
Investor shall, and shall cause the Observer and the
Representatives to (a) retain all Confidential Information in
strict confidence; (b) not release or disclose Confidential
Information in any manner to any other person (other than
disclosures to the Investor, its affiliates or to any of its or
their Representative Parties who (i) have a need to know such
information; and (ii) are informed of its confidential nature); and
(c) use the Confidential Information solely in connection with (i)
the Investor's, Observer's and the Representatives’ rights
hereunder; or (ii) monitoring, reviewing and analyzing the
Investor's investment in the Notes and not for any other
purpose; provided,
however, that the foregoing
shall not apply to the extent the Investor, the Observer, the
Representatives, their respective affiliates or any of their
respective Representative Parties is compelled to disclose
Confidential Information by judicial or administrative process,
pursuant to the advice of its counsel, pursuant to the exercise of
rights under the Purchase Agreement or the Related Agreements (as
defined in the Purchase Agreement), or by requirements of
law; provided, further,
however, that, if legally
permissible, prior written notice of such disclosure shall be given
to the Company so that the Company may take action, at its expense,
to prevent such disclosure and any such disclosure is limited only
to that portion of the Confidential Information which such person
is compelled to disclose.

 


2.4 The
Investor, on behalf of itself and the Observer and the
Representatives, acknowledges that the Confidential Information is
proprietary to the Company and may include trade secrets or other
business information the disclosure of which could harm the
Company. None of the Investor, the Observer, the Representative,
any of their respective affiliates or their Representative Parties
shall, by virtue of the Company's disclosure of, or such person's
use of any Confidential Information, acquire any rights with
respect thereto, all of which rights (including intellectual
property rights) shall remain exclusively with the Company. The
Investor shall be responsible for any breach of this Section
2
by the Observer, the Representatives,
any of their affiliates or the Representative
Parties.

 


2.5 The
Investor agrees that, upon the request of the Company following a
Termination (as defined below)], it will (and will cause the
Observer, the Representatives, their affiliates and their
Representative Parties to) promptly (a) return or destroy, at the
Company's option, all physical materials containing or consisting
of Confidential Information and all hard copies thereof in their
possession or control; and (b) destroy all electronically stored
Confidential Information in its possession or control;
provided,
however, that each of the
Investor, the Representatives, their affiliates and the
Representative Parties may retain any electronic or written copies
of Confidential Information as may be (i) stored on its electronic
records or storage system resulting from automated back-up systems;
(ii) required by law, other regulatory requirements, or internal
document retention policies; or (iii) contained in board
presentations or minutes of board meetings of the Investor, each of
the Representatives or their respective affiliates;
provided, further,
however, that any such retained
Confidential Information shall remain subject to this
Section 2.

 


3. Expenses.
The Company agrees to reimburse the Investor promptly for
reasonable out-of-pocket expenses incurred in connection with the
Observer's attendance at Board and Committee meetings; provided
that (i) all reimbursements payable by the Company pursuant to this
Section 3 shall be
payable in accordance with and subject to the Company's policies
and practices with respect to director expense reimbursement then
in effect; and (ii) in no event will the Company's expense
reimbursement obligations pursuant to this Section 3 exceed an amount equal to $2,500 in any 12-month
period. Observer shall not be paid any Company directors
fees.

 


4. Indemnification;
Advancement of Expenses. The
Observer and the Representatives shall be entitled to advancement
of expenses and rights to indemnification from the Company to the
same extent provided by the Company to its directors under the
Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Company as in effect on the date hereof. The
Company acknowledges and agrees that the foregoing rights to
indemnification and advancement of expenses constitute third-party
rights extended to the Observer and the Representatives by the
Company and do not constitute rights to indemnification or
advancement of expenses as a result of the Observer or the
Representatives serving as a director, officer, employee or agent
of the Company.

 


5. Notices.
Notices are to be delivered in writing, in the case of the Company,
to 39 East Union Street, Pasadena, California 91103, Facsimile
(626) 795-8090, Electronic mail: notices@generalfinance.com,
Attention: General Counsel, in the case of the Investor, to 233
Wilshire Boulevard, Suite 425, Santa Monica, California 90411,
Facsimile (310) 260-6576, Electronic mail:
dtrussler@bisoncapital.com, Attention: Douglas Trussler, or to such
other address as may be given by each party from time to time under
this Section. Notices shall be deemed properly given upon personal
delivery, the day following deposit by overnight carrier, three (3)
days after deposit in the U.S. mail, upon delivery by facsimile
with proof of receipt or by electronic mail with proof of
receipt.

 


6. Miscellaneous
Provisions. This Agreement
constitutes the entire agreement and understanding of the parties,
and supersedes any and all previous agreements and understandings,
whether oral or written, between the parties regarding the matters
set out in this Agreement. No provision of this Agreement may be
amended, modified or waived, except in a writing signed by the
parties hereto. This Agreement may not be assigned by the Investor.
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision, and if any restriction in this Agreement is found
by a court to be unreasonable or unenforceable, then such court may
amend or modify the restriction so it can be enforced to the
fullest extent permitted by law. The section headings in this
Agreement have been inserted as a matter of convenience of
reference and are not a part of this Agreement. This Agreement may
be executed by electronic signature in any number of counterparts,
each of which together shall constitute one and the same
instrument. Any waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed to be
a waiver of any other breach of such provision or of any breach of
any other provision of this Agreement. The failure of a party to
insist on strict adherence to any term of this Agreement on one or
more occasions shall not be construed as a waiver or deprive such
party of the right to thereafter insist on strict adherence to that
term or any other term of this Agreement.

 


7. Remedies.
The Company, on the one hand, and the Investor, on the other hand,
each acknowledge and agree that monetary damages would not be a
sufficient remedy for any breach (or threatened breach) of this
Agreement by it and that, in the event of any breach or threatened
breach hereof, (a) the non-breaching party shall have the right to
immediate injunctive and other equitable relief, without proof of
actual damages; (b) the breaching party will not plead in defense
thereto that there would be an adequate remedy at law; and (c) the
breaching party agrees to waive any applicable right or requirement
that a bond be posted by the non-breaching party. Such remedies
will not be the exclusive remedies for a breach of this Agreement,
but will be in addition to all other remedies that may be available
to the non-breaching party at law or in equity.

 


8. Applicable Law;
Venue. This Agreement, and any
and all claims, controversies and causes of action arising out of
or relating to this Agreement, whether sounding in contract, tort
or statute, shall be governed by the laws of Delaware, including
its statutes of limitations, without giving effect to any
conflict-of-laws rule that would result in the application of the
laws of a different jurisdiction. Each party (a) irrevocably
and unconditionally consents to the personal jurisdiction and venue
of the courts located in New Castle County, Delaware;
(b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any
such court; and (c) agrees that it shall not bring any action
relating to this Agreement or otherwise in any court other than the
courts located in New Castle County, Delaware or in the United
States District Court for the District of
Delaware.

 


9. Termination.
This Agreement shall terminate and be of no further force and
effect (a “Termination”)
upon the date that all amounts due under the Notes are paid in
full; provided, that Sections 2, 3 (to the extent the Investor is entitled to
reimbursement for costs incured prior to Termination),
4,
6, 7,
8, this
Section 9, and Section 10 shall survive any such termination or
expiration.

 


10. Effect of Purchase
Agreement and Related Agreements on this
Agreement. The Company hereby
acknowledges and agrees that, notwithstanding any terms or
conditions in this Agreement, nothing in this Agreement shall limit
or be deemed to limit in any way any of the rights of the Investor,
its affiliates, or the Representative Parties under the Purchase
Agreement or any Related Agreement (excluding this Agreement),
including, but not limited to, any such actions or rights that any
of them may be entitled to take with respect to any Confidential
Information. In the event that anything in this Agreement would be
deemed to limit in any way any rights of the Investor, its
affiliates, or the Representative Parties under the Purchase
Agreement or any Related Agreement (excluding this Agreement), then
the Purchase Agreement and/or such Related Agreements, as
applicable, shall govern such rights and such rights shall not be
deemed to be limited by this Agreement in any
way.

 



[SIGNATURE PAGE FOLLOWS]

 


 




 








 






 

 

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

 


	

GENERAL
FINANCE CORPORATION

 


 

 


 


By:    


Name: Christopher A. Wilson


Title: Vice President, General Counsel &
Secretary

 


 

 


 

	

BISON
CAPITAL PARTNERS V, L.P.,a Delaware limited
partnership


By: BISON
CAPITAL PARTNERS V GP, L.P.,    a Delaware limited
partnership,  its general partner


By: BISON
CAPITAL PARTNERS GP, LLC,  a Delaware limited liability
company,  its general
partner

 


 

 


 


By:     


Name: Douglas B. Trussler


Title: Managing Member

 


 

 


 







 




 








 







EXHIBIT
A

 



ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND

 



[DATE]

 

 


This Acknowledgement and Agreement to be Bound
(“Acknowledgement”)
is given by the undersigned as a representative designated by BISON
CAPITAL PARTNERS V, L.P., a Delaware limited partnership (the
“Investor”),
to act as the Observer pursuant to that certain Board Observer
Agreement by and between GENERAL FINANCE CORPORATION, a Delaware
corporation (the “Company”),
and the Investor dated as of the date hereof (the
“Agreement”).
Capitalized terms used, but not defined, herein have the meanings
ascribed thereto in the Agreement.

 

1. By
his execution of this Acknowledgement, the undersigned acknowledges
and agrees:

 

(a) That
he has received and reviewed a copy of the Agreement and that his
execution of this Acknowledgement is a condition precedent to his
appointment as the Observer under the Agreement.

 


(b) To
treat any Confidential Information obtained by him from the Company
(or any director, officer, employee or agent thereof) in accordance
with Section 2 of the Agreement.

 


(c) That
either the Investor or the undersigned may terminate the
undersigned's service as the Observer at any time, with or without
cause. If the undersigned ceases to serve as the Observer, he shall
(a) no longer be entitled to exercise any rights afforded to the
Observer under Section 1 of the Agreement and (b) as promptly as
practicable (but in any event not later than three business days
thereafter) deliver all physical materials containing or consisting
of Confidential Information in his possession or control to the
Investor.

 


(d) That
he has received, agrees to be bound by and, prior to participating
in any Company meeting, to execute and deliver to the Company the
Company’s Insider Trading and Disclosure
Policy

 


2. Upon
the written request of the Company or the Investor, the undersigned
will promptly execute and deliver any and all further instruments
and documents and take such further action as such party deems
necessary to effect the purposes of this
Acknowledgement.

 


3. No
provision of this Acknowledgement may be amended, modified or
waived, except in a writing signed by the Company and the Investor.
The invalidity or unenforceability of any provision of this
Acknowledgement shall not affect the validity or enforceability of
any other provision, and if any restriction in this Acknowledgement
is found by a court to be unreasonable or unenforceable, then such
court may amend or modify the restriction so it can be enforced to
the fullest extent permitted by law. This Acknowledgement may be
executed by electronic signature in any number of counterparts,
each of which together shall constitute one and the same
instrument.

 


4. The
undersigned acknowledges and agrees that monetary damages would not
be a sufficient remedy for any breach (or threatened breach) of
this Agreement by him and that, in the event of any breach or
threatened breach hereof, (a) the Company or the Investor shall
have the right to immediate injunctive and other equitable relief,
without proof of actual damages; (b) he will not plead in defense
thereto that there would be an adequate remedy at law, and (c) he
agrees to waive any applicable right or requirement that a bond be
posted by the Company or the Investor. Such remedies will not be
the exclusive remedies for a breach of this Agreement, but will be
in addition to all other remedies that may be available to the
Company or the Investor at law or in equity.

 


5. Section 8 (Applicable Law; Venue) of the Agreement
shall be applicable to this Acknowledgement, and the undersigned
hereby agrees to be bound thereby, as if set forth herein. If any
notice, request, demand or other communication is given to the
undersigned under this Acknowledgement, it shall be given to him at
his address set forth on the signature page hereto or such other
address as the undersigned shall have provided in writing to the
Company and the Investor in accordance with Section 5 of the
Agreement.

 



[SIGNATURE PAGE FOLLOWS]

 


 




 








 






 

 

 



IN WITNESS WHEREOF, the undersigned has executed this
Acknowledgement as of the date first above written.

 


	
 

	


_____________________________________[OBSERVER NAME]



[ADDRESS OF OBSERVER]

 


 

 


 






 



ACKNOWLEDGED AND ACCEPTED as of this __ day of _______________,
20__:

 


	
 


 

 



GENERAL FINANCE CORPORATION


 


	
 


 

 


By:     


Name: Christopher A. Wilson



Title: Vice President,
General Counsel & Secretary


 


	

BISON
CAPITAL PARTNERS V, L.P.,a Delaware limited
partnership


By: BISON
CAPITAL PARTNERS V GP, L.P.,    a Delaware limited
partnership,  its general partner


By: BISON
CAPITAL PARTNERS GP,
LLC,    a
Delaware limited liability company,  its general partner

 


 

 


 


	

By:     


Name: Douglas B. Trussler


Title: Managing Member







 




 








 







Exhibit F

 


 

 




 








 







GUARANTY

 


THIS
GUARANTY (with all of its modifications, supplements, restatements,
extensions, and renewals in effect from time to time, this
“Guaranty”),
dated as of _________, 2017, is made by (a) GFN U.S. AUSTRALASIA
HOLDINGS, INC., a Delaware corporation (“GFN (US)”),
and (b) each other Person that becomes a party hereto pursuant to
Section 40 of this
Guaranty (each an “Additional
Guarantor” and collectively, “Additional
Guarantors”, and together with GFN (US) each a
“Guarantor” and
collectively, “Guarantors”),
in favor of Beneficiary (as defined below).

 



RECITALS

 


GFN
ASIA PACIFIC HOLDINGS PTY LTD., an Australian corporation
(“Holdings”),
GFN ASIA PACIFIC FINANCE PTY LTD., an Australian corporation
(“Finance”),
GENERAL FINANCE CORPORATION, a Delaware corporation
(“GFN” and
together with Holdings and Finance, each a “Company” and
collectively, “Companies”)
and GFN(US) intend to enter into a Securities Purchase Agreement
dated as of even date herewith (with all of its modifications,
supplements, restatements, extensions, and renewals in effect from
time to time, the “Purchase
Agreement”) with BISON CAPITAL PARTNERS V, L.P., a
Delaware limited partnership (the “Purchaser”).
The Purchase Agreement, among other things, sets forth the terms
and conditions pursuant to which Companies have agreed to sell to
Purchaser, and Purchaser has agreed to purchase, the Notes. The
execution, delivery and performance of this Guaranty by GFN(US) are
conditions to Purchaser’s obligation to consummate the
transactions contemplated by the Purchase Agreement.

 



AGREEMENT

 


NOW,
THEREFORE, to induce Purchaser to enter into the Purchase Agreement
and to consummate the transactions contemplated thereby, and in
consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt
and adequacy of which is acknowledged, Guarantors covenant and
agree as follows:

 


1. All
capitalized terms used in this Guaranty without separate definition
shall have the meanings given to them in the Purchase Agreement. As
used herein, “Beneficiary”
means Purchaser.

 


2. Guarantors
jointly and severally, unconditionally and absolutely guarantee to
Beneficiary, and to Beneficiary’s successors and assigns,
payment when due, whether by stated maturity, demand, acceleration
or otherwise, of all existing and future indebtedness and other
obligations to Beneficiary of the Companies or any successors in
interest, including, without limitation, any debtors-in-possession
or trustees in bankruptcy which succeeds to the interest of either
Company or any of their respective successors in interest (each an
“Obligor” and
collectively “Obligors”),
however this indebtedness and obligations has been or may be
incurred or evidenced, whether absolute or contingent, direct or
indirect, voluntary or involuntary, liquidated or unliquidated,
joint or several, and whether or not known to any Guarantor at the
time of this Guaranty or at the time any future indebtedness or
obligations are incurred (collectively, the “Indebtedness”).
The Indebtedness guaranteed includes, without limitation: (a) any
and all direct indebtedness and obligations of Obligors to
Beneficiary, whether arising under the Purchase Agreement, any of
the Related Agreements or otherwise, including indebtedness
evidenced by the Notes and any and all other promissory notes; (b)
any and all obligations or liabilities of any Obligor to
Beneficiary arising under any guaranty where such Obligor has
guaranteed the payment of indebtedness owing to Beneficiary from a
third party; (c) any and all obligations or liabilities of any
Obligor to Beneficiary arising out of any other agreement by such
Obligor including, without limitation, any agreement to indemnify
Beneficiary for environmental liability or to clean up hazardous
waste; (d) any and all indebtedness, obligations or liabilities for
which any Obligor would otherwise be liable to Beneficiary were it
not for the invalidity, irregularity or unenforceability of them by
reason of any bankruptcy, insolvency or other law or order of any
kind, or for any other reason (such indebtedness, obligations or
liabilities including, without limitation, (i) liability for
interest and attorneys’ fees on, or in connection with, any
part of the Indebtedness from and after the filing by or against
any Obligor of a bankruptcy petition, whether an involuntary or
voluntary bankruptcy case, whether in connection with probate
proceedings, on appeal or otherwise, and (ii) without limiting the
generality of the foregoing, all reasonable attorneys’ fees
and costs incurred in connection with motions for relief from stay,
cash collateral motions, nondischargeability motions, preference
liability motions, fraudulent conveyance liability motions,
fraudulent transfer liability motions and all other motions brought
by any Obligor, any Guarantor, Beneficiary or any third party in
any way (A) relating to Beneficiary’s rights with respect to
any Obligor, any Guarantor, or any third party and/or (B) affecting
any collateral securing any obligation owed to Beneficiary by any
Obligor, any Guarantor, or any third party); (e) any and all
amendments, modifications, renewals and/or extensions of any of the
above, including, without limitation, amendments, modifications,
renewals and/or extensions which are evidenced by new or additional
instruments, documents or agreements; and (f) all costs of
collecting the Indebtedness, including, without limitation,
reasonable attorneys’ fees and costs. This Guaranty is a
guaranty of prompt and punctual payment and performance and is not
merely a guaranty of collection.

 


3. Guarantors
waive notice of acceptance of this Guaranty and presentment,
demand, protest, notice of protest, dishonor, notice of dishonor,
notice of default, notice of intent to accelerate or demand payment
of any Indebtedness, and diligence in collecting any Indebtedness,
and agree that Beneficiary may modify the terms of any
Indebtedness, compromise, extend, increase, accelerate, renew or
forbear to enforce payment on any or all Indebtedness, or permit
any Obligor to incur additional Indebtedness, all without notice to
any Guarantor and without affecting in any manner the unconditional
obligations of any Guarantor under this Guaranty. Guarantors
further waive any and all other notices to which any Guarantor
might otherwise be entitled. Guarantors acknowledge and agree that
the liabilities created by this Guaranty are direct and are not
conditioned upon pursuit by Beneficiary of any remedy Beneficiary
may have against any Obligor or any other Person or any security.
No invalidity, irregularity or unenforceability of any part or all
of the Indebtedness or any documents evidencing the same, by reason
of any bankruptcy, insolvency or other law or order of any kind or
for any other reason, and no defense or setoff available at any
time to any Obligor, shall impair, affect or be a defense or setoff
to the obligations of any Guarantor under this
Guaranty.

 


4. Guarantors
deliver this Guaranty based solely on their independent
investigation of the financial condition of Obligors and no
Guarantor is relying on any information furnished by Beneficiary.
Guarantors assume full responsibility for obtaining any further
information concerning each Obligor’s financial condition,
the status of the Indebtedness or any other matter which any
Guarantor may deem necessary or appropriate from time to time.
Guarantors waive any duty on the part of Beneficiary, and agree
that no Guarantor is relying upon, or expecting Beneficiary to
disclose to any Guarantor, any fact now or later known by
Beneficiary, whether relating to the operations or condition of any
Obligor, the existence, liabilities or financial condition of any
other guarantor of any Indebtedness, the occurrence of any default
with respect to the Indebtedness, or otherwise, notwithstanding any
effect these facts may have upon any Guarantor’s risk under
this Guaranty or any Guarantor’s rights against any Obligor.
Guarantors knowingly accept the full range of risk encompassed in
this Guaranty, which risk includes, without limitation, the
possibility that any Obligor may incur Indebtedness after the
financial condition of such Obligor, or its ability to pay its
debts as they mature, has deteriorated.

 


5. Guarantors
represent and warrant that: (a) Beneficiary has made no
representation to Guarantors as to the creditworthiness of any
Obligor; and (b) Guarantors have established adequate means of
obtaining from each Obligor on a continuing basis financial and
other information pertaining to such Obligor’s financial
condition. Guarantors agree to keep adequately informed of any
facts, events or circumstances which might in any way affect the
risks of Guarantors under this Guaranty.

 


6. Each
Guarantor grants to Beneficiary a security interest in, and the
right of setoff as to, any and all property of such Guarantor now
or later in the possession of Beneficiary. Each Guarantor
subordinates any claim of any nature that such Guarantor now or
later has against any Obligor to and in favor of all Indebtedness
and agrees not to accept payment or satisfaction of any claim that
such Guarantor now or later may have against any Obligor without
the prior written consent of Beneficiary. Should any payment,
distribution, security, or proceeds, be received by any Guarantor
upon or with respect to any claim that such Guarantor now or may
later have against any Obligor, such Guarantor shall immediately
deliver the same to Beneficiary in the form received (except for
endorsement or assignment by such Guarantor, where required by
Beneficiary) for application on the Indebtedness, whether matured
or unmatured, and until delivered the same shall be held in trust
by such Guarantor as the property of Beneficiary. Each Guarantor
further assigns to Beneficiary as collateral for the obligations of
Guarantors under this Guaranty all claims of any nature that such
Guarantor now or later has against any Obligor (other than any
claim under a deed of trust or mortgage covering real property)
with full right on the part of Beneficiary, in its own name or in
the name of such Guarantor, to collect and enforce these claims,
until the Indebtedness is irrevocably paid in full.

 


7. Guarantors
agree that no security now or later held by Beneficiary for the
payment of any Indebtedness, whether from any Obligor, any other
guarantor of any Indebtedness, or otherwise, and whether in the
nature of a security interest, pledge, lien, assignment, setoff,
suretyship, guaranty, indemnity, insurance or otherwise, shall
affect in any manner the unconditional obligations of Guarantors
under this Guaranty, and Beneficiary, in its sole discretion,
without notice to any Guarantor, may release, exchange, enforce and
otherwise deal with any such security without affecting in any
manner the unconditional obligations of Guarantors under this
Guaranty. Guarantors acknowledge and agree that Beneficiary has no
obligation to acquire or perfect any lien on or security interest
in any asset(s), whether realty or personalty, to secure payment of
the Indebtedness, and Guarantors are not relying upon any asset(s)
in which Beneficiary has or may have a lien or security interest
for payment of the Indebtedness.

 


8. Guarantors
acknowledge that the effectiveness of this Guaranty is not
conditioned on all or any part of the Indebtedness being guaranteed
by anyone else.

 


9. Until the
Indebtedness is irrevocably paid in full, Guarantors waive any and
all rights to be subrogated to the position of Beneficiary or to
have the benefit of any lien, security interest or other guaranty
now or later held by Beneficiary for the Indebtedness or to enforce
any remedy which Beneficiary now or later has against any Obligor
or any other Person. Until the Indebtedness is irrevocably paid in
full, Guarantors shall have no right of reimbursement, indemnity,
contribution or other right of recourse to or with respect to any
Obligor, each other Guarantor or any other Person. Guarantors agree
to indemnify and hold harmless Beneficiary from and against any and
all claims, actions, damages, costs and expenses, including,
without limitation, reasonable attorneys’ fees, incurred by
Beneficiary in connection with any Guarantor’s exercise of
any right of subrogation, contribution, indemnification or recourse
with respect to this Guaranty. Beneficiary has no duty to enforce
or protect any rights which any Guarantor may have against any
Obligor or any other Person and each Guarantor assumes full
responsibility for enforcing and protecting these
rights.

 


10. Notwithstanding
any provision of the preceding paragraph or anything else in this
Guaranty to the contrary, if any Guarantor is or becomes an
“insider” or “affiliate” (as defined in
Section 101 of the Bankruptcy Code, as it may be amended) of any
Obligor, then such Guarantor irrevocably and absolutely waives any
and all rights of subrogation, contribution, indemnification,
recourse, reimbursement and any similar rights against such Obligor
(or any other guarantor of any Indebtedness) with respect to this
Guaranty, whether such rights arise under an express or implied
contract or by operation of law, unless and until the Indebtedness
is irrevocably paid in full. It is the intention of the parties
that such Guarantor shall not be (or be deemed to be) a
“creditor” (as defined in Section 101 of the Bankruptcy
Code, as it may be amended) of such Obligor (or any other guarantor
of any Indebtedness) by reason of the existence of this Guaranty in
the event that such Obligor becomes a debtor in any proceeding
under the Bankruptcy Code. This waiver is given to induce
Beneficiary to enter into certain written contracts with Obligors
with respect to the Indebtedness. Guarantors warrant and agree that
none of Beneficiary’s rights, remedies or interests shall be
directly or indirectly impaired because of any Guarantor’s
status as an “insider” or “affiliate” of
any Obligor, and each Guarantor shall take any action, and shall
execute any document, which Beneficiary may request in order to
effectuate this warranty to Beneficiary.

 


11. If any
Indebtedness is guaranteed by two or more Guarantors, the
obligation of each Guarantor shall be several and also joint, each
with all and also each with any one or more of the others, and may
be enforced at the option of Beneficiary against each severally,
any two or more jointly, or some severally and some jointly.
Beneficiary, in its sole discretion, may release any one or more of
Guarantors for any consideration which it deems adequate, and may
fail or elect not to prove a claim against the estate of any
bankrupt, insolvent, incompetent or deceased Guarantor; and after
that, without notice to any other Guarantor, Beneficiary may extend
or renew any or all Indebtedness and may permit Obligors to incur
additional Indebtedness, without affecting in any manner the
unconditional obligations of the remaining Guarantors. This action
by Beneficiary shall not, however, be deemed to affect any right to
contribution which may exist among Guarantors.

 


12. In the
event that, notwithstanding the waivers given herein, any Guarantor
may lawfully terminate its obligation under this Guaranty as to
future Indebtedness (except as provided below), such Guarantor may
do so by (and only by) delivering written notice of such
termination to an officer of Beneficiary and receiving from an
officer of Beneficiary written acknowledgement of such delivery;
provided that such
termination shall not be effective until the opening of business on
the fifth (5th) day following written acknowledgement of such
delivery. Any such termination shall not affect in any way the
unconditional obligations of any other Guarantor, whether or not
such termination is known to such Guarantor. Likewise, any such
termination shall not affect in any way the unconditional
obligations of the terminating Guarantor as to any Indebtedness
existing at the effective date of such termination or any
Indebtedness created thereafter pursuant to any commitment or
agreement of Beneficiary, or any loan by Beneficiary to any
Obligor, existing at the effective date of such termination
(whether advances or readvances by Beneficiary are optional or
obligatory), or any modifications, extensions or renewals of any of
such Indebtedness, whether in whole or in part, and as to all of
such Indebtedness and modifications, extensions or renewals
thereof, this Guaranty shall continue effective until the same
shall have been fully paid. Beneficiary has no duty to give notice
of termination by any Guarantor to any remaining Guarantor.
Guarantors shall indemnify Beneficiary against all claims, damages,
costs and expenses, including, without limitation, reasonable
attorneys’ fees and costs, incurred by Beneficiary in
connection with any suit, claim or action against Beneficiary
arising out of any modification or termination of any loan by
Beneficiary to any Obligor or any refusal by Beneficiary to extend
additional credit in connection with the termination of any
obligations under this Guaranty.

 


13. Guarantors’
obligations under this Guaranty shall continue in full force and
effect until the Indebtedness is fully paid, performed and
discharged and Beneficiary gives Guarantors written notice of that
fact. Notwithstanding any prior revocation, termination, surrender
or discharge of this Guaranty (or of any lien, pledge or security
interest securing this Guaranty) in whole or in part, the
effectiveness of this Guaranty, and of all liens, pledges and
security interests securing this Guaranty, shall automatically
continue or be reinstated, as the case may be, in the event that
(a) any payment received or credit given by Beneficiary in respect
of the Indebtedness is returned, disgorged or rescinded as a
preference, impermissible setoff, fraudulent conveyance, diversion
of trust funds, or otherwise under any applicable state or federal
law, including, without limitation, laws pertaining to bankruptcy
or insolvency, in which case this Guaranty, and all liens, pledges
and security interests securing this Guaranty, shall be enforceable
against Guarantors as if the returned, disgorged or rescinded
payment or credit had not been received or given by Beneficiary,
whether or not Beneficiary relied upon this payment or credit or
changed its position as a consequence of it; or (b) any liability
is imposed, or sought to be imposed, against Beneficiary relating
to the environmental condition of, or the presence of hazardous or
toxic substances on, in or about, any property given as collateral
to Beneficiary by any Obligor, whether this condition is known or
unknown, now exists or subsequently arises (excluding only
conditions which arise after any acquisition by Beneficiary of any
such property by foreclosure, in lieu of foreclosure or otherwise,
to the extent due to the wrongful act or omission of Beneficiary),
in which case this Guaranty, and all liens, pledges and security
interests securing this Guaranty, shall be enforceable against
Guarantors to the extent of all liability, costs and expenses
(including, without limitation, reasonable attorneys’ fees
and costs) incurred by Beneficiary as the direct or indirect result
of any such environmental condition or hazardous or toxic
substances. In the event of any continuation or reinstatement of
this Guaranty and the liens, pledges and security interests
securing it, Guarantors agree upon demand by Beneficiary to execute
and deliver to Beneficiary those documents which Beneficiary
reasonably determines are appropriate to further evidence (in the
public records or otherwise) this continuation or reinstatement,
although the failure of Guarantors to do so shall not affect in any
way such reinstatement or continuation. If any Guarantor does not
execute and deliver to Beneficiary upon demand such documents,
Beneficiary and each officer of Beneficiary is irrevocably
appointed (which appointment is coupled with an interest) the true
and lawful attorney-in-fact of such Guarantor (with full power of
substitution) to execute and deliver such documents in the name and
on behalf of such Guarantor. For purposes of this Guaranty,
“environmental condition” includes, without limitation,
conditions existing with respect to the surface or ground water,
drinking water supply, land surface or subsurface and the air; and
“hazardous or toxic substances” shall include any and
all substances now or subsequently determined by any federal, state
or local authority to be hazardous or toxic, or otherwise regulated
by any of these authorities.

 


14. Guarantors
waive any right to require Beneficiary to: (a) proceed against any
Person, including, without limitation, any Obligor; (b) proceed
against or exhaust any security held from any Obligor or any other
Person; (c) pursue any other remedy in Beneficiary’s power;
or (d) make any presentments or demands for performance, or give
any notices of nonperformance, protests, notices of protest, or
notices of dishonor in connection with (i) any obligations or
evidences of Indebtedness held by Beneficiary as security, (ii) any
other obligations or evidences of indebtedness which constitute in
whole or in part the Indebtedness, or (iii) the creation of new or
additional Indebtedness.

 


15. Guarantors
authorize Beneficiary, either before or after any termination of
obligations under this Guaranty as contemplated by Section 12, without notice
to or demand on any Guarantor and without affecting any
Guarantor’s liability under this Guaranty, from time to time
to: (a) apply any security and direct the order or manner of
sale thereof, including, without limitation, a nonjudicial sale
permitted by or, if applicable, pursuant to the terms of the
controlling security agreement, mortgage or deed of trust, as
Beneficiary in its sole discretion may determine; (b) release or
substitute any one or more of the endorsers or any other guarantors
of any Indebtedness; and (c) apply payments received by Beneficiary
from any Obligor to any indebtedness of such Obligor to
Beneficiary, in such order as Beneficiary shall determine in its
sole discretion, whether or not such indebtedness is covered by
this Guaranty, and Guarantors waive any provision of law regarding
application of payments which specifies otherwise. Beneficiary may
without notice assign this Guaranty in whole or in part. Upon
Beneficiary’s request, each Guarantor agrees to provide to
Beneficiary copies of each Guarantor’s financial statements
as and when any Obligor is required to provide copies of its
financial statements under the terms of the Purchase
Agreement.

 


16. Guarantors
waive any defense based upon or arising by reason of: (a) any
disability or other defense of any Obligor or any other Person; (b)
the cessation or limitation from any cause whatsoever, other than
final and irrevocable payment in full of the Indebtedness; (c) any
lack of authority of any officer, director, partner, agent or any
other Person acting or purporting to act on behalf of any Obligor
which is a corporation, partnership or other type of entity, or any
defect in the formation of any Obligor; (d) the application by any
Obligor of the proceeds of any Indebtedness for purposes other than
the purposes represented by such Obligor to Beneficiary or intended
or understood by Beneficiary or any Guarantor; (e) any act or
omission by Beneficiary which directly or indirectly results in or
aids the discharge of any Obligor or any Indebtedness by operation
of law or otherwise; or (f) any modification of the Indebtedness,
in any form whatsoever, including, without limitation, (i) any
renewal, extension, acceleration, forbearance or other change in
time for payment of any Indebtedness, and (ii) any other change in
the terms of the Indebtedness, including, without limitation,
increase or decrease of the interest rate or the amount of the
Indebtedness.

 


17. Guarantors
waive any and all rights and defenses based upon California Code of
Civil Procedure Sections 580a, 580b, 580d or 726, and any successor
sections thereto, including but not limited to any provision
thereof that: (i) may limit the time period for Beneficiary to
commence a lawsuit against Obligor or Guarantors to collect any
Indebtedness owing by Obligor or Guarantors to Beneficiary; (ii)
may entitle Obligor or Guarantors to a judicial or nonjudicial
determination of any deficiency owed by such Obligor or Guarantors
to Beneficiary, or to otherwise limit Beneficiary’s right to
collect a deficiency based on the fair market value of any real
property securing the Indebtedness; (iii) may limit
Beneficiary’s right to collect a deficiency judgment after a
sale of any real property securing the Indebtedness; (iv) may
require Beneficiary to take only one action to collect the
Indebtedness or that may otherwise limit the remedies available to
Beneficiary to collect the Indebtedness. Without limiting the
generality of any other waiver or other provision set forth in this
Guaranty, each Guarantor waives all rights and defenses that such
Guarantor may have because the Indebtedness is at any time secured
by real property. This means, among other things: (i) Beneficiary
may collect from Guarantors without first foreclosing on any real
or personal property collateral pledged by Obligor; and (ii) if
Beneficiary forecloses on any real property collateral pledged by
Obligor: (A) the amount of the Indebtedness may be reduced only by
the price for which that collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price, and
(B) Beneficiary may collect from Guarantors even if Beneficiary, by
foreclosing on the real property collateral, has destroyed any
right Guarantors may have to collect from Obligor. This is an
unconditional and irrevocable waiver of any rights and defenses
Guarantors may have because any of the Indebtedness is at any time
secured by real property. These rights and defenses include, but
are not limited to, any rights or defenses based upon Section 580a,
580b, 580d, or 726 of the California Code of Civil
Procedure.

 


 

 


Each
Guarantor understands that, absent this waiver, Beneficiary’s
election of remedies, including but not limited to its decision to
proceed to nonjudicial foreclosure on any real property securing
the Indebtedness, could preclude Beneficiary from obtaining a
deficiency judgment against Obligor and such Guarantor pursuant to
California Code of Civil Procedure Sections 580a, 580b, 580d or 726
and could also destroy any subrogation rights which such Guarantor
has against Obligor. Each Guarantor further understands that,
absent this waiver, California law, including, without limitation,
California Code of Civil Procedure Sections 580a, 580b, 580d and
726, could afford Guarantors one or more affirmative defenses to
any action maintained by Beneficiary against Guarantors on this
Guaranty.

 


18. Guarantors
waive all rights and defenses arising out of an election of
remedies by Beneficiary even though that election of remedies, such
as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, may destroy Guarantors’ rights of
subrogation and reimbursement against Obligor by the operation of
Section 580d of the Code of Civil Procedure or
otherwise.

 


19. WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET
FORTH IN THIS GUARANTY, EACH GUARANTOR HEREBY WAIVES, TO THE
MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL RIGHTS,
BENEFITS, DEFENSES TO PAYMENT OR PERFORMANCE, OR ANY RIGHT TO
PARTIAL OR COMPLETE EXONERATION ARISING DIRECTLY OR INDIRECTLY
UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO
2855, INCLUSIVE, 2899 AND 3433, AND ALL SUCCESSOR
SECTIONS.

 


20. Guarantors
acknowledge and agree that Guarantors’ waivers herein are
knowing and informed waivers of Guarantors’ rights as
discussed above, and that Beneficiary is relying on such waivers in
extending credit to Obligors.

 


21. Guarantors
acknowledge that Beneficiary has the right to sell, assign,
transfer, negotiate, or grant participations in all or any part of
the Indebtedness and any related obligations, including, without
limitation, this Guaranty. In connection with that right,
Beneficiary may disclose any documents and information which
Beneficiary now or later acquires relating to any Guarantor and
this Guaranty, whether furnished by any Obligor, any Guarantor or
otherwise. Guarantors further agree that Beneficiary may disclose
these documents and information to any Obligor. Guarantors agree
that Beneficiary may provide information relating to this Guaranty
or to such Guarantors to Beneficiary’s parent, affiliates,
subsidiaries and service providers. All disclosures permitted under
this Section shall be made subject to arrangements or agreements to
hold such documents and information in confidence except for any
disclosure required by law or regulation.

 


22. The total
obligation under this Guaranty shall be unlimited, and this
obligation shall include any and all costs and expenses of any
kind, including, without limitation, reasonable attorneys’
fees and costs, incurred by Beneficiary at any time for any reason
in enforcing any of the duties and obligations of any Guarantor
under this Guaranty or otherwise incurred by Beneficiary in any way
connected with this Guaranty, the Indebtedness or any other
guaranty of the Indebtedness (including, without limitation,
reasonable attorneys’ fees and other expenses incurred in any
suit involving the conduct of Beneficiary, any Obligor or any
Guarantor). All of these costs and expenses shall be payable
immediately by Guarantors when incurred by Beneficiary, without
demand, and until paid shall bear interest at the highest per annum
rate applicable to any of the Indebtedness, but not in excess of
the maximum rate permitted by law. Any reference in this Guaranty
to attorneys’ fees shall be deemed a reference to fees,
charges, costs and expenses of both in-house and outside counsel
and paralegals, whether or not a suit or action is instituted, and
to court costs if a suit or action is instituted, and whether
attorneys’ fees or court costs are incurred at the trial
court level, on appeal, in a bankruptcy, administrative or probate
proceeding or otherwise. Any reference (a) to this Guaranty being
secured by certain collateral shall NOT be deemed to limit the
total obligation of any Guarantor under this Guaranty or (b) to
this Guaranty being limited in any respect shall NOT be deemed to
limit the total obligation of any Guarantor under any prior or
subsequent guaranty given by any Guarantor to
Beneficiary.

 


23. Guarantors
unconditionally and irrevocably waive each and every defense and
setoff of any nature which, under principles of guaranty or
otherwise, would operate to impair or diminish in any way the
obligation of any Guarantor under this Guaranty, and acknowledge
that each such waiver is by this reference incorporated into each
security agreement, collateral assignment, pledge and/or other
document entered into by any Guarantor now or later securing this
Guaranty and/or the Indebtedness, and acknowledge that as of the
date of this Guaranty no such defense or setoff exists. Guarantors
acknowledge that the effectiveness of this Guaranty is subject to
no conditions of any kind.

 


24. This
Guaranty shall remain effective with respect to successive
transactions which shall either continue the Indebtedness, increase
or decrease it, or from time to time create new Indebtedness after
all or any prior Indebtedness has been satisfied, until this
Guaranty is terminated in the manner and to the extent provided
above.

 


25. Guarantors
warrant and agree that each of the waivers set forth above are made
with each Guarantor’s full knowledge of their significance
and consequences, and that under the circumstances, the waivers are
reasonable and not contrary to public policy or law. If any of
these waivers are determined to be contrary to any applicable law
or public policy by a court of competent jurisdiction by final and
nonappealable judgment, these waivers shall be effective only to
the extent permitted by law.

 


26. Agency
of Companies for each Guarantor. Each Guarantor appoints each
Company as its agent for all purposes relevant to this Guaranty,
including (without limitation) the giving and receipt of notices
and the execution and delivery of all documents, instruments and
certificates contemplated herein and all modifications hereto. Any
acknowledgment, consent, direction, certification or other action
which might otherwise be valid or effective only if given or taken
by all of the Guarantors acting singly or jointly, or both, shall
be valid and effective if given or taken only by either Company,
whether or not any of the other Guarantors joins
therein.

 


27. Notices.
All notices, demands and other communications to be given hereunder
shall be made pursuant to Section 15.6 of the Purchase
Agreement.

 


28. Acknowledgement.
Guarantors have been advised by counsel in the negotiation,
execution and delivery of this Guaranty and have knowingly and
voluntarily entered into this Guaranty in good faith for the
purpose of inducing Beneficiary to extend credit or make other
financial accommodations to Obligors, and Guarantors acknowledge
that the terms of this Guaranty are reasonable. Beneficiary has no
fiduciary relationship with or duty to any Guarantor arising out of
or in connection with this Guaranty, and the relationship between
Beneficiary and Guarantors in connection herewith is solely that of
creditor and debtor. No joint venture is created hereby or
otherwise exists by virtue of the matters contemplated
hereby.

 


29. Entire
Agreement. This Guaranty constitutes the entire agreement of
Guarantors and Beneficiary with respect to the subject matter
hereof, and supersedes all prior negotiations, discussions,
commitments and understandings between Guarantors and Beneficiary
with respect to such subject matter.

 


30. Amendment
and Waiver. No failure or delay on the part of Beneficiary
in exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The
remedies provided for in this Guaranty are cumulative and are not
exclusive of any remedies that may be available to Beneficiary at
law, in equity or otherwise. Any amendment, supplement or
modification of or to any provision of this Guaranty, any waiver of
any provision of this Guaranty, and any consent to any departure by
any party from the terms of any provision of this Guaranty, shall
be effective (i) only if it is made or given in writing and signed
by Guarantors and consented to in writing by Beneficiary, and (ii)
only in the specific instance and for the specific purpose for
which it is made or given. No amendment, supplement or modification
of or to any provision of this Guaranty or any waiver of any such
provision or consent to any departure by any party from the terms
of any such provision may be made orally. Except where notice is
specifically required by this Guaranty, no notice to or demand on
any Guarantor in any case shall entitle any Guarantor to any other
or further notice or demand in similar or other
circumstances.

 


31. Benefits
of this Guaranty. This Guaranty shall be for the sole
exclusive benefit of Beneficiary and its permitted successors and
assigns (each of which is an intended third party beneficiary of
this Guaranty).

 


32. Severability. If
any one or more of the provisions contained in this Guaranty, or
the application thereof in any circumstance, is held invalid,
illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall
not be in any way impaired, unless the provisions held invalid,
illegal or unenforceable shall substantially impair the benefits of
the remaining provisions of this Guaranty. The parties hereto
further agree to replace such invalid, illegal or unenforceable
provision of this Guaranty with a valid, legal and enforceable
provision that will achieve, to the extent possible, the economic,
business and other purposes of such invalid, illegal or
unenforceable provision.

 


33. Governing
Law. In all respects, including matters of construction,
validity and performance, this Guaranty shall be governed by, and
construed and enforced in accordance with, the internal laws of the
State of California applicable to Contracts made and performed in
that state (without regard to the choice of law or conflicts of law
provisions thereof that would require the application of the law of
any other jurisdiction).

 


34. Consent
to Jurisdiction and Venue.

 


(a) Each
Guarantor hereby consents and agrees that all actions, suits or
other proceedings arising under or in connection with this Guaranty
or any other Related Agreement shall be tried and litigated in
state or federal courts located in the County of Los Angeles, State
of California, which courts shall have exclusive jurisdiction to
hear and determine any and all claims, controversies and disputes
arising out of or related to this Guaranty or any other Related
Agreement. Notwithstanding the foregoing, nothing contained in this
Section 34
shall preclude Beneficiary from bringing any action, suit or other
proceeding in the courts of any other location where the assets of
any member of the Company Group or the Collateral may be found or
located or to enforce any judgment or other court order in favor of
Beneficiary.

 


(b) Each
Guarantor hereby (i) irrevocably submits to the jurisdiction of any
such court and consents in advance to such jurisdiction in any
action, suit or other proceeding commenced in any such court, (ii)
waives any right it may have to assert the doctrine of forum non conveniens or any objection
that such Person may have based upon lack of personal jurisdiction
or improper venue and (iii) consents to the granting of such legal
or equitable relief as is deemed appropriate by such court. Each
Guarantor hereby waives personal service of the summons, complaint
or other process issued in any such action, suit or other
proceeding and agrees that service of such summons, complaint and
other process may be made by registered or certified mail addressed
to such party at the address set forth in Section 15.6 of the
Purchase Agreement and that service so made shall be deemed
completed upon the earlier of such Person's actual receipt thereof
or 5 days after deposit in the United States mail, proper
postage prepaid.

 


(c) To the
extent permitted under Applicable Laws of any such jurisdiction,
each member of the Company Group hereby waives, in respect of any
such action, suit or other proceeding, the jurisdiction of any
other court or courts that now or hereafter, by reason of such
Person's present or future domicile, or otherwise, may be available
to it.

 


(d) EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS GUARANTY OR ANY RELATED DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).

 


35. Arbitration;
Incorporation by Reference. Section 15.13 of the Purchase
Agreement is incorporated into this Guaranty by this reference as
if such Section was fully set forth herein, and shall apply to this
Guaranty and the transactions contemplated hereby.

 


36. No
Strict Construction. No party, nor its counsel, shall
be deemed the drafter of this Guaranty for purposes of construing
the provisions of this Guaranty, and all provisions of this
Guaranty shall be construed in accordance with their fair meaning,
and not strictly for or against any party.

 


37. Headings.
The title of and the section and paragraph headings in this
Guaranty are for convenience of reference only and shall not govern
or affect the interpretation of any of the terms or provisions of
this Guaranty.

 


38. Counterparts. This
Guaranty may be executed in any number of counterparts (including
by facsimile or email scan with attachment) and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the
same instrument.

 


39. Related
Agreement. This Guaranty is one of the Related Agreements
referred to in the Purchase Agreement and all provisions in the
Purchase Agreement or any other Related Agreement that apply to
Related Agreements generally are fully applicable to this Guaranty
and are incorporated herein by this reference.

 


40. Joinder.
Any Person may become a Guarantor under and become bound by the
terms and conditions of this Guaranty by executing and delivering
to the Beneficiary an Instrument of Joinder substantially in the
form attached hereto as Exhibit A accompanied by such
documentation as the Beneficiary may reasonably require to
establish the due organization, valid existence and good standing
of such Person, its qualification to engage in business in each
material jurisdiction in which it is required to be so qualified,
its authority to execute, deliver and perform this Guaranty, and
the identity, authority and capacity of each director or officer
thereof authorized to act on its behalf. Upon delivery of such
Instrument of Joinder to and acceptance thereof by the Beneficiary,
notice of which acceptance is hereby waived by each Additional
Guarantor, each such Additional Guarantor shall be as fully a party
hereto as if such Additional Guarantor were an original signatory
hereof.

 



[Signature Page Follows]

 


 

 




	

SMRH:483100555.4

	
 

	
 


	
 

	
 

	
 







 








 






IN
WITNESS WHEREOF, Guarantors have executed and delivered this
Guaranty as of the day and year first written above.

 

 


 


	
 

	

GFN
U.S. AUSTRALASIA HOLDINGS, INC.


By:
     


Name:


            Title:


 









	

SMRH:483100555.4

	


[Signature Page to Guaranty]

	
 


	
 

	
 

	
 







 








 






EXHIBIT
A


TO


GUARANTY


 



INSTRUMENT OF JOINDER

 


THIS
INSTRUMENT OF JOINDER ("Joinder") is executed as of ____________,
20__, by _______________________, a ________________________
("Joining
Party"), and delivered to /////BISON CAPITAL PARTNERS V, L.P., a Delaware
limited partnership///// (the Purchaser”)
pursuant to the Guaranty dated as of _________, 2017 made by GFN
U.S. AUSTRALASIA HOLDINGS, INC., a Delaware corporation
(“GFN (US)”)
and the other Additional Guarantors party thereto (as amended,
restated, extended, renewed, supplemented or otherwise modified
from time to time, the "Guaranty"), in
connection with the Purchase Agreement. Terms used but not defined
in this Joinder shall have the meanings defined for those terms in
the Guaranty.

 



RECITALS

 


A. The
Guaranty was made by GFN (US) and the Additional Guarantors party
thereto in favor of the Beneficiary in connection with the Purchase
Agreement.

 


B. Joining
Party expects to realize direct and indirect benefits as a result
of the availability to the Companies of the credit facilities under
the Purchase Agreement.

 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements
set forth in the Purchase Agreement and for other good and valuable
consideration, the receipt and adequacy of which is acknowledged,
Joining Party covenants and agrees as follows:


 



AGREEMENT

 


1. By this
Joinder, Joining Party becomes a "Guarantor" under, and pursuant to
Section 40 of,
the Guaranty. Joining Party agrees that, upon its execution hereof,
it will become a Guarantor under the Guaranty with respect to all
Indebtedness as further set forth therein, and Joining Party will
be bound by all terms, conditions, and duties applicable to a
Guarantor under the Guaranty.

 


2. The
effective date of this Joinder is _________, ____.


 


"Joining
Party"


_________________________________,


a
________________________________


 

 


By: ______________________________

 


Name: ______________________________

 


Title: ______________________________

 


 




	

SMRH:483100555.4

	
 

	
 


	
 

	
 

	
 







 








 






ACKNOWLEDGED:


 


BISON
CAPITAL PARTNERS V, L.P.,

 


a
Delaware limited partnership

 


By:
BISON CAPITAL PARTNERS V GP, L.P.,

 


a
Delaware limited partnership,

 


its
general partner

 


By:
BISON CAPITAL PARTNERS GP, LLC,

 


a
Delaware limited liability company,

 


its
general partner

 


By:      


Name: Douglas
B. Trussler


Title:
Managing Member

 


 




	

SMRH:483100555.4

	
 

	
 


	
 

	
 

	
 







 








 







Exhibit G

 


 

 




 








 







PLEDGE AND SECURITY AGREEMENT

 



(GFN Asia Pacific Holdings Pty Ltd. as Pledgor

 



Royal Wolf Holdings Limited as Issuer)

 


THIS
PLEDGE AND SECURITY
AGREEMENT, dated as of ___________, 2017, is made by
GFN ASIA PACIFIC HOLDINGS PTY
LTD. (ACN 620127791), an Australian
corporation (“Pledgor”), in
favor of BISON CAPITAL PARTNERS V,
L.P., a Delaware limited partnership (“Secured
Party”).

 



STATEMENT OF PURPOSE

 


Pursuant to the
Purchase Agreement, the Secured Party agreed to make certain
financial accommodations as set forth therein.

 


As
required under Section 7.7(f) of the Purchase Agreement, Pledgor is
executing and delivering this Pledge Agreement, pursuant to which
Pledgor will pledge the Issuer Interests (defined below)
to the Secured
Party.

 


NOW,
THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Pledgor hereby agrees with the
Secured Party as follows:

 


1. Defined
Terms. Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so
defined, and the following terms shall have the following
meanings:

 


“Collateral”
means all of Pledgor’s right, title and interest in
and to the following, whether now owned or existing or hereafter
arising or acquired, regardless of where any such assets and
property are located: (a) all of the Capital Stock (whether now
owned or existing or hereafter arising or acquired, whether the
same constitutes “general intangibles”,
“investment property”, a “security” or
other personal property under the UCC, and whether such interest is
certificated or uncertificated) in the Issuer, and all securities
(as that term is defined in the UCC), if any, issued by the Issuer
to Pledgor (the foregoing described property being, the
“Issuer
Interests”); (b)
the certificate(s) or instrument(s) representing the Issuer
Interests; (c) all (i)
dividends and distributions (in cash, instruments, Capital Stock or
otherwise) on all of the Issuer Interests, including
Pledgor’s share of the profits and losses of the Issuer,
(ii) rights to subscribe for, purchase or sell any or all of
the Issuer Interests and (iii) other rights and property from time
to time received, receivable or otherwise distributed or
distributable, in each case in respect of or in exchange for any or
all of the Issuer Interests; (d) all right, title and interest of
Pledgor under each Governing Document of the Issuer (to the extent
such right, title and interest arises as a result of Pledgor's
ownership of the Issuer Interests (excluding, for the avoidance of
doubt, any rights, title or interest Pledgor may have as an
officer, director, manager or employee of the Issuer)), as such
Governing Document may hereafter be amended, renewed, consolidated,
restated, replaced or otherwise modified from time to time;
(e) all replacements of,
additions to and substitutions for any of the foregoing, including
all claims against third parties; (f) all cash and non-cash proceeds,
interest, profits and other income of or on any of the foregoing
described property; (g) all
supporting obligations relating to any and all of the foregoing;
(h) all books and records
relating to any of the foregoing described property; (i) all
accounts, as defined in the UCC, including any rights to payment
for the sale or lease of goods or rendition of services, whether or
not they have been earned by performance; (j) all inventory (as
defined in the UCC), goods (as defined in the UCC) and merchandise,
wherever located, to be furnished under any contract of service or
held for sale or lease; (k) all returned goods; (l) all raw
materials; (d) all work-in-process; (e) all finished goods
(including embedded software); (m) all other materials and supplies
of any kind, nature or description which are used or consumed in
Pledgor’s business or used in connection with the packing,
shipping, advertising, selling or finishing of such inventory,
goods and merchandise; (n) all documents of title or other
documents (as defined in the UCC, and including without limitation
bills of lading, warehouse receipts) representing such inventory,
goods and merchandise; (o) all contract rights; (p) all chattel
paper, as defined in the UCC, including without limitation,
electronic chattel paper, (q) all documents (as defined in the UCC,
and including without limitation bills of lading, warehouse
receipts); (r) all instruments, as defined in the UCC; (s)
supporting obligations, as defined in the UCC; (t) all general
intangibles (as defined in the UCC), choses in action and causes of
action and all other intangible personal property of every kind and
nature (other than accounts), including, without limitation, all
contract rights, payment intangibles, licenses, franchises,
permits, patents, patent rights, copyrights, works which are the
subject matter of copyrights, trademarks, service marks, trade
names, trade styles, patent, trademark and service mark
applications, and all licenses and rights related to any of the
foregoing, corporate or other business records, inventions,
designs, blueprints, plans, specifications, patents, patent
applications, trademarks, service marks, trade names, trade
secrets, goodwill, copyrights, computer software, customer lists,
registrations, licenses, franchises, tax refund claims, any funds
which may become due in connection with the termination of any
employee benefit plan or any rights thereto and any other amounts
payable from any employee benefit plan, rights and claims against
carriers and shippers, rights to indemnification, business
interruption insurance and proceeds thereof, property, casualty or
any similar type of insurance and any proceeds thereof, proceeds of
insurance covering the lives of key employees on which Pledgor is
beneficiary, rights to receive dividends, distributions, cash,
instruments (as defined in the UCC) and other property in respect
of or in exchange for pledged equity interests or Issued Interests,
and any letter of credit, guarantee, claim, security interest or
other security held by or granted to Pledgor; (u) machinery,
equipment, furniture, furnishings, fixtures, and other tangible
personal property (except inventory), including embedded software,
office equipment, as well as all of such types of property leased
by Pledgor and all of Pledgor’s rights and interests with
respect thereto under such leases (including, without limitation,
options to purchase); together with all present and future
additions and accessions thereto, replacements therefor, component
and auxiliary parts and supplies used or to be used in connection
therewith, and all substitutes for any of the foregoing, and all
manuals, drawings, instructions, warranties and rights with respect
thereto (wherever any of the foregoing is located); (v) all
letter-of-credit rights, as defined in the UCC; (w) all money,
cash, cash equivalents, securities and other property of any kind
of Pledgor held directly or indirectly by Pledgor; (x) all of
Pledgor’s deposit accounts, credits, and balances with any
financial institution with which Pledgor maintains deposits; (y)
all claims in tort (“Tort Claims”), including without
limitation, any commercial tort claim (as defined in the UCC); (z)
all investment property, as defined in the UCC, including, without
limitation, Issuer Interests constituting investment property; (aa)
all books, records and other property related to or referring to
any of the foregoing, including books, records, account ledgers,
data processing records, computer software and other property and
general intangibles at any time evidencing or relating to any of
the foregoing; and (bb) all accessions to, substitutions for and
replacements, products and proceeds of any of the foregoing,
including, but not limited to, proceeds of any insurance policies,
claims against third parties, rents and profits, and condemnation
or requisition payments with respect to all or any of the
foregoing.

 


“Governing
Documents” means the
organizational documents of the Issuer, including, without
limitation, the constitution of the Issuer.

 


“Issuer” means Royal Wolf
Holdings Limited (ACN 121226793), an Australian
corporation.

 


“Obligations”
means all of Pledgor’s obligations under each of the Purchase
Agreement and each Related Agreement to which Pledgor is a
party.

 


“Pledge
Agreement” means this
Pledge and Security Agreement, as amended, restated, supplemented
or otherwise modified from time to time.

 


“Proceeds”
means all “Proceeds” as such term is defined in Section
9102 of the UCC on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the
Issuer Interests, collections thereon, proceeds of sale thereof or
distributions with respect thereto.

 


“Purchase Agreement” means
that certain Securities Purchase Agreement dated as of ___________,
2017 by and among Secured Party, GFN U.S. Australasia Holdings,
Inc., a Delaware corporation , GFN Asia Pacific Holdings Pty Ltd.,
an Australian corporation, GFN Asia Pacific Finance Pty Ltd., an
Australian corporation, and Royal Wolf Holdings Limited, an
Australian corporation, as the same may be as amended, modified,
extended, renewed or replaced from time to time.

 


“UCC” means the Uniform Commercial Code
as in effect in the State of California; provided, however, that if by reason of
mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests in any
Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of California,
“UCC”
means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

 


2. Pledge
and Grant of Security Interest. Pledgor hereby grants and
pledges to the Secured Party a first priority security interest in
the Collateral, as collateral security for the prompt and complete
payment and performance when due of the Obligations.

 


3. Control
of Collateral.

 


(a) Pledgor
agrees that although Pledgor shall remain listed as the registered
owner of the Collateral on the books of the Issuer, upon the
occurrence and continuation of an Event of Default under the
Purchase Agreement, then the Secured Party shall have the right to
direct and instruct the Issuer to transfer or dispose of the
Collateral without further action by Pledgor, and Pledgor hereby
authorizes and directs the Issuer to comply with any instructions
or directions with respect to the Collateral received by the Issuer
from the Secured Party upon the occurrence and continuation of an
Event of Default under the Purchase Agreement. Upon the occurrence
and continuation of an Event of Default, all distributions or
proceeds payable to Pledgor in respect of the Issuer Interests or
the Collateral, including, and without any reduction for, tax
distributions, shall be paid directly to the Secured Party, and
credited against the Obligations upon receipt thereof by the
Secured Party until the Obligations are satisfied in
full.

 


(b) Contemporaneously
herewith, Pledgor has delivered to the Secured Party, to be held
and disposed of hereunder, the certificate(s) issued for all of
Pledgor’s Issuer Interests constituting part of the
Collateral on the date hereof, and will deliver to the Secured
Party any and all additional certificates that may in the future
represent any of the Collateral immediately upon the issuance
thereof, in each case accompanied by an appropriate stock power or
assignment separate from certificate, duly endorsed in blank by
Pledgor, sufficient to enable the Secured Party to have such
certificate transferred and registered in its or another’s
name in accordance with the terms of this Pledge
Agreement.

 


4. Pledgor
Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable to perform all of
their duties and obligations as a shareholder of the Issuer to the
same extent as if this Pledge Agreement had not been executed, (b)
the exercise by the Secured Party of any of its rights hereunder
shall not release Pledgor from any of their duties or obligations
as a shareholder of the Issuer (unless and until Pledgor is no
longer a shareholder of the Issuer), and (c) the Secured Party
shall have no obligation or liability as a shareholder of the
Issuer by reason of this Pledge Agreement.

 


5. Representations
and Warranties. Pledgor hereby represents and warrants
that:

 


(a) except
with respect to Section
25(d) of this Agreement, Pledgor has the corporate or other
organizational power, authority and legal right to execute and
deliver, to perform its obligations under, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement and has taken all
necessary corporate or other organizational action to authorize its
execution, delivery and performance of, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement;

 


(b) except
with respect to Section
25(d) of this Agreement, this Pledge Agreement constitutes a
legal, valid and binding obligation of Pledgor enforceable against
Pledgor in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights
generally and by the availability of equitable
remedies;

 


(c) except
with respect to Section
25(d) of this Agreement, the execution, delivery and
performance of this Pledge Agreement will not violate any provision
of any Applicable Laws or contractual obligation of Pledgor and
will not result in the creation or imposition of any Lien on any of
the properties or the revenues of Pledgor pursuant to any
Applicable Laws or contractual obligation, except as contemplated
hereby and by the Purchase Agreement;

 


(d) no consent
or authorization of, filing with, or other act by or in respect of,
any arbitrator or Governmental Authority and no consent of any
other Person (including, without limitation, any equity owner or
creditor of Pledgor or the Issuer or any shareholder of the
Issuer), is required in connection with the execution, delivery,
performance, validity or enforceability of this Pledge Agreement,
except (i) those that have been delivered to the Secured Party,
(ii) as may be required in connection with the disposition of the
Issuer Interests by laws affecting the offering and sale of
securities generally, and (iii) filings under the UCC;

 


(e) no
litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of
Pledgor, threatened by or against Pledgor or against any of its
properties or revenues with respect to this Pledge Agreement or any
of the transactions contemplated hereby;

 


(f) the Issuer
Interests listed on Schedule I (as such schedule
may be amended, restated, supplemented or modified from time to
time) constitute all of the issued and outstanding equity interests
of the Issuer owned by Pledgor;

 


(g) all of the
Issuer Interests owned by Pledgor have been duly and validly
issued;

 


(h) Pledgor is
the record and beneficial owner of, and has good and marketable
title to, the Issuer Interests indicated as owned by Pledgor on
Schedule I (as such
schedule may be amended, restated, supplemented or modified from
time to time) free of any and all Liens or options in favor of, or
claims of, any other Person, except the Lien created by this Pledge
Agreement and the restrictions set forth in the Governing
Documents;

 


(i) the
jurisdiction in which Pledgor is located for purposes of Section
9307 of the UCC is listed on the signature page
hereto;

 


(j) upon
delivery to the Secured Party of the certificates evidencing the
Issuer Interests, the Lien granted pursuant to this Pledge
Agreement will constitute a valid, perfected first priority Lien on
the Issuer Interests, enforceable as such against all creditors of
Pledgor and any Persons purporting to purchase any of the Issuer
Interests from Pledgor;

 


(k) none of
the Issuer Interests are traded on a securities exchange or in
securities markets; and

 


(l) true and
complete copies of the Governing Documents have been delivered to
the Secured Party, which Governing Documents are currently in full
force and effect and have not been amended or modified except as
disclosed to the Secured Party in writing.

 


6. Certain
Covenants. Pledgor covenants and agrees with the Secured
Party, that, from and after the date of this Pledge Agreement until
the Obligations are paid in full:

 


(a) If Pledgor
shall, as a result of its ownership of the Collateral, become
entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a
distribution of any capitalized interest or distribution in
connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any
reorganization), option or rights, whether in addition to, in
substitution of, as a conversion of, or in exchange for any of the
Collateral, or otherwise in respect thereof, Pledgor shall accept
the same as the agent of the Secured Party, hold the same in trust
for the Secured Party and deliver the same forthwith to the Secured
Party in the exact form received, duly indorsed by Pledgor to the
Secured Party, if required, together with an undated stock power
covering such certificate duly executed in blank by Pledgor to be
held by the Secured Party, subject to the terms hereof, as
additional collateral security for the Obligations. In addition,
any sums paid upon or in respect of the Collateral upon the
liquidation or dissolution of the Issuer shall be held by the
Secured Party as additional collateral security for the
Obligations.

 


(b) Without
the prior written consent of the Secured Party, Pledgor will not
(i) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Issuer Interests, except for
any sale, assignment, transfer or exchange pursuant to which the
Issuer Interests remain subject to the Liens in favor of the
Secured Party, (ii) create, incur or permit to exist any Lien or
option in favor of, or any claim of any Person with respect to, any
of the Collateral, or any interest therein, except for the Lien
provided for by this Pledge Agreement or (iii) enter into any
agreement or undertaking restricting the right or ability of
Pledgor or the Secured Party to sell, assign or transfer any
Collateral. Pledgor will defend the right, title and interest of
the Secured Party in and to the Collateral against the claims and
demands of all Persons whomsoever.

 


(c) At any
time and from time to time, upon the written request of the Secured
Party, and at the sole expense of Pledgor, Pledgor will promptly
and duly execute and deliver such further instruments and documents
and take such further actions as the Secured Party may reasonably
request for the purposes of obtaining or preserving the full
benefits of this Pledge Agreement and of the rights and powers
herein granted. If any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note,
instrument or chattel paper shall be promptly delivered to the
Secured Party, duly endorsed in a manner satisfactory to the
Secured Party, to be held as Collateral pursuant to this Pledge
Agreement.

 


(d) Pledgor
shall deliver all certificates or other documents evidencing or
representing the Issuer Interests to the Secured Party, accompanied
by undated stock powers covering such certificates duly executed in
blank by Pledgor, all in form and substance reasonably satisfactory
to the Secured Party and not later than 2 Business Days after the
date of issuance thereof.

 


7. Cash
Distributions; Voting Rights. Unless an Event of Default
shall have occurred and be continuing and the Secured Party shall
have given notice to Pledgor of the Secured Party’s intent to
exercise its rights pursuant to Section 8 below, Pledgor shall
be permitted to receive all cash distributions paid in accordance
with the terms of the Purchase Agreement and the Governing
Documents in respect of the Collateral and to exercise all voting
and other shareholder rights, with respect to the Collateral;
provided,
however, that no
vote shall be cast or shareholder right exercised or other action
taken which, in the Secured Party’s reasonable judgment,
would impair the security interest granted hereby or which would
result in any violation of any provision of the Purchase Agreement,
any Governing Document, any other Related Agreement or this Pledge
Agreement.

 


8. Rights
of the Secured Party.

 


(a) Pledgor hereby grants the Secured Party an
irrevocable proxy (which irrevocable proxy is coupled with an
interest and, to the extent permitted by law, shall continue in
full force and effect until the Obligations are paid in full), such
that if an Event of Default shall
occur and be continuing and the Secured Party shall give notice of
its intent to exercise such rights to Pledgor, the Secured Party
shall be entitled to exercise all voting powers pertaining
to the Collateral at all times during the existence of an Event of
Default, including the power to call and attend all meetings of the
shareholders of the Issuer to be held from time to time with full
power to act and vote in the name, place and stead of Pledgor
(whether or not the Collateral shall have been transferred into its
name or the name of its nominee or nominees), give all consents,
waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the owner
thereof, all without liability except
to account for property actually received by it, but the Secured
Party shall have no duty to Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to
do so or delay in so doing.

 


(b) The rights
of the Secured Party hereunder shall not be conditioned or
contingent upon the pursuit by the Secured Party of any right or
remedy against Pledgor or against any other Person which may be or
become liable in respect of all or any part of the Obligations or
against any collateral security therefor, guarantee thereof or
right of offset with respect thereto. The Secured Party shall not
be liable for any failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so, nor shall
the Secured Party be under any obligation to sell or otherwise
dispose of any Collateral upon the request of Pledgor or any other
Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.

 


9. Remedies.
If an Event of Default shall occur and be continuing, the Secured
Party may exercise all rights and remedies granted in this Pledge
Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, and in addition thereto,
all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing with regard to the scope
of the Secured Party’s remedies, the Secured Party, without
demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by
Applicable Laws referred to below) to or upon Pledgor, the Issuer
or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith
sell, assign, give option or options to purchase or otherwise
dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at
any exchange, broker’s board or office of the Secured Party
or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit
risk. The Secured Party shall have the right upon any such public
sale or sales, and, to the extent permitted by Applicable Laws,
upon any such private sale or sales, to purchase the whole or any
part of the Collateral so sold, free of any right or equity of
redemption in Pledgor, which right or equity is hereby waived or
released. The Secured Party shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred
in respect thereof or incidental to the care or safekeeping of any
of the Collateral or in any way relating to the Collateral or the
rights of the Secured Party hereunder, including, without
limitation, reasonable attorneys’ fees and disbursements of
counsel thereto, to the payment in whole or in part of the
Obligations, and only after such application and after the payment
by the Secured Party of any other amount required by any provision
of Applicable Laws, including, without limitation, Section 9615 of
the UCC, need the Secured Party account for the surplus, if any, to
Pledgor. To the extent permitted by Applicable Laws, Pledgor waive
all claims, damages and demands they may acquire against the
Secured Party arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by Applicable Laws, such notice shall
be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.

 


10. Private
Sales.

 


(a) Pledgor
recognizes that the Secured Party may be unable to effect a public
sale of any or all the Issuer Interests, by reason of certain
prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view
to the distribution or resale thereof. Pledgor acknowledges and
agrees that any such private sale may result in prices and other
terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agree that any such private
sale shall be deemed to have been made in a commercially reasonable
manner. The Secured Party shall be under no obligation to delay a
sale of any of the Issuer Interests for the period of time
necessary to permit the Issuer to reorganize and/or register such
securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuer would agree to
do so.

 


(b) Pledgor
further agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales
of all or any portion of the Collateral pursuant to this
Section 10 valid
and binding and in compliance with any and all other Applicable
Laws. Pledgor further agrees that a breach of any of the covenants
contained in this Section
10 will cause irreparable injury to the Secured Party not
compensable in damages, that the Secured Party has no adequate
remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 10 shall be
specifically enforceable against Pledgor, and Pledgor hereby waives
and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no
Event of Default has occurred under the Purchase Agreement or that
the Obligations have been paid in full.

 


11. Amendments,
etc. With Respect to the Obligations. Pledgor shall remain
obligated hereunder, and the Collateral shall remain subject to the
Lien granted hereby, notwithstanding that, without any reservation
of rights against Pledgor, and without notice to or further assent
by Pledgor, any demand for payment of any of the Obligations made
by the Secured Party may be rescinded by the Secured Party, and any
of the Obligations continued, and the Obligations, or the liability
of Pledgor or any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered, or released by the Secured Party, and the
Purchase Agreement, any other Related Agreements and any other
documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or part, as
the Secured Party may deem advisable from time to time, and any
guarantee, right of offset or other collateral security at any time
held by the Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. The Secured Party
shall have no obligation to protect, secure, perfect or insure any
other Lien at any time held by it as security for the Obligations
or any property subject thereto. Pledgor waives any and all notice
of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Secured Party
upon this Pledge Agreement; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred
in reliance upon this Pledge Agreement; and all dealings between
Pledgor, on the one hand, and the Secured Party, on the other,
shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Pledge Agreement. Pledgor waives
diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon Pledgor with respect to the
Obligations.

 


12. No
Subrogation. Notwithstanding any receipt of any amounts by
the Secured Party with respect to any of the Collateral, Pledgor
shall not be entitled to be subrogated to any of the rights of the
Secured Party against the Issuer or any guarantor or against any
other collateral security held by the Secured Party for the payment
of the Obligations, nor shall Pledgor seek any reimbursement from
the Issuer or any guarantor in respect of amounts realized by the
Secured Party in connection with the Collateral, until all amounts
owing to the Secured Party on account of the Obligations are paid
in full. If any amount shall be paid to Pledgor on account of such
subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by Pledgor in
trust for the Secured Party, segregated from other funds of
Pledgor, and shall, forthwith upon receipt by Pledgor, be turned
over to the Secured Party in the exact form received by Pledgor
(duly indorsed by the Secured Party, if required) to be held as
additional collateral security for the Obligations.

 


13. Limitation
on Duties Regarding Collateral. The Secured Party’s
sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section
9207 of the UCC or otherwise, shall be to deal with it in the same
manner as the Secured Party deals with similar securities and
property for its own account. Neither the Secured Party nor any of
its partners, directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the
request of Pledgor or otherwise.

 


14. Application
of Proceeds. Upon the occurrence and during the continuance
of an Event of Default, the proceeds of any sale of, or other
realization upon, all or any part of the Collateral shall be
applied by the Secured Party to the Obligations, and then to
payment to Pledgor or its successors or assigns, or as a court of
competent jurisdiction may direct, of any surplus then remaining
from such proceeds. The Secured Party may make distribution
hereunder in cash or in kind or, on a ratable basis, in any
combination thereof.

 


15. Powers
Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral constitute
irrevocable powers coupled with an interest.

 


16. Severability.
If any provision of this Pledge Agreement is invalid and
unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (a) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be construed
to carry out the intentions of the parties hereto as nearly as may
be possible and (b) the invalidity or unenforceability of any
provisions hereof in any jurisdiction shall not affect the validity
or enforceability of such provision in any other
jurisdiction.

 


17. Headings.
The various headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the
interpretation hereof.

 


18. Rights and Remedies
Cumulative; Non-Waiver, etc. The enumeration of the rights and
remedies of the Secured Party set forth in this Pledge Agreement is
not intended to be exhaustive and the exercise by the Secured Party
of any right or remedy shall not preclude the exercise of any other
rights or remedies, all of which shall be cumulative, and shall be
in addition to any other right or remedy given hereunder or under
the Related Agreements or that may now or hereafter exist in law or
in equity or by suit or otherwise. No delay or failure to take
action on the part of the Secured Party in exercising any right,
power or privilege under this Pledge Agreement or any other Related
Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or privilege preclude
other or further exercise thereof or the exercise of any other
right, power or privilege or shall be construed to be a waiver of
any Event of Default. No course of dealing between the Issuer, the
Secured Party or their respective agents or employees shall be
effective to change, modify or discharge any provision of this
Pledge Agreement or any of the other Related Agreements or to
constitute a waiver of any Event of Default. This Pledge Agreement
is a Related Agreement executed pursuant to the Purchase
Agreement.

 


19. Amendments,
Waivers and Consents. No term, covenant, agreement or
condition of this Pledge Agreement may be amended or waived, nor
may any consent be given, except in the manner set forth in the
Purchase Agreement.

 


20. Successor
and Assigns. This Pledge Agreement is for the benefit of the
Secured Party and its successors and assigns (as permitted by the
Purchase Agreement), and in the event of an assignment of all or
any of the Obligations permitted by the Purchase Agreement, the
rights hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness. This Pledge
Agreement shall be binding on Pledgor and its successors and
assigns; provided,
however, that
Pledgor may not assign any of its rights or obligations hereunder
without the prior written notice to the Secured Party and
compliance with this Pledge Agreement.

 


21. Governing
Law. In all respects, including matters of construction,
validity and performance, this Pledge Agreement shall be governed
by, and construed and enforced in accordance with, the internal
laws of the State of California applicable to contracts made and
performed in that state (without regard to the choice of law or
conflicts of law provisions thereof).

 


22. Notices.
All notices and communications hereunder shall be given to the
addresses listed on the signature pages hereto and otherwise in
accordance with Section
15.6 of the Purchase Agreement.

 


23. Control
Agreement.

 


(a) Pledgor
hereby authorizes and instructs the Issuer to comply, and shall
cause the Issuer to comply, with any instruction received thereby
from the Secured Party to the extent made in accordance with the
terms of this Pledge Agreement with respect to the Collateral,
without any consent or further instructions from Pledgor (or other
registered owner), and Pledgor agrees that the Issuer shall be
fully protected in so complying. The Issuer agrees that its
agreement set forth in the preceding sentence shall be sufficient
to create in favor of the Secured Party, “control” of
the Issuer Interests within the meaning of such term under Sections
8-106(c) and 9106 of the UCC to the extent the Issuer Interests
constitute “securities” within the meaning of such term
under Section 8102(a)(15) of the UCC.

 


(b) Pledgor
represents and warrants that it has delivered a copy of this Pledge
Agreement to Issuer. Pledgor shall notify the Secured Party
promptly in writing of the occurrence of any of the events
described in Section
6(c) of this Pledge Agreement.

 


24. [Intentionally
Omitted].

 


25. Consent
to Jurisdiction and Venue; Waiver of Jury
Trial.

 


(a) Pledgor
consents and agrees that all actions, suits or other proceedings
arising under or in connection with this Pledge Agreement, the
Collateral or any other Related Agreement shall be tried and
litigated in state or federal courts located in the County of
Los Angeles, State of California, which courts shall have
exclusive jurisdiction to hear and determine any and all claims,
controversies and disputes arising out of or related to this
Agreement, the Collateral or any other Related Agreement.
Notwithstanding the foregoing, nothing contained in this
Section 25
shall preclude the Secured Party from bringing any action, suit or
other proceeding in the courts of any other location where the
assets of any member of the Company Group or the Collateral may be
found or located or to enforce any judgment or other court order in
favor of the Secured Party.

 


(b) Pledgor
hereby (i) irrevocably submits to the jurisdiction of any such
court and consents in advance to such jurisdiction in any action,
suit or other proceeding commenced in any such court, (ii) waives
any right it may have to assert the doctrine of forum non conveniens or any objection
that such party may have based upon lack of personal jurisdiction
or improper venue and (iii) consents to the granting of such legal
or equitable relief as is deemed appropriate by such court. Pledgor
hereby waives personal service of the summons, complaint or other
process issued in any such action, suit or other proceeding and
agrees that service of such summons, complaint and other process
may be made by registered or certified mail addressed to such party
at the address set forth in Section 15.6 of the
Purchase Agreement and that service so made shall be deemed
completed upon the earlier of such party’s actual receipt
thereof or 5 days after deposit in the United States mail,
proper postage prepaid.

 


(c) To the
extent permitted under Applicable Laws of any such jurisdiction,
Pledgor hereby waives, in respect of any such action, suit or other
proceeding, the jurisdiction of any other court or courts that now
or hereafter, by reason of such party’s present or future
domicile, or otherwise, may be available to it.

 


(d) PLEDGOR
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS PLEDGE AGREEMENT, THE COLLATERAL OR ANY RELATED DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).

 


26. Arbitration;
Incorporation by Reference. Section 15.13 of the Purchase
Agreement is incorporated into this Pledge Agreement by this
reference as if such Section was fully set forth herein, and shall
apply to this Pledge Agreement, the Collateral and the transactions
contemplated hereby.

 


27. Counterparts.
This Pledge Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the
same agreement. Any signature delivered by facsimile or electronic
mail shall be deemed to be an original signature
hereto

 


28. Perfection
and Protection of Security Interest.

 


(a) Pledgor
shall, at its expense, perform all steps requested by Secured Party
at any time to perfect, maintain, protect, and enforce Secured
Party's Liens granted hereunder, including: (i) filing financing or
continuation statements, and amendments thereof, in form and
substance reasonably satisfactory to Secured Party; (ii) delivering
to Secured Party for the benefit of Secured Party the originals of
all Collateral which Secured Party reasonably determines it should
have physical possession in order to perfect and protect Secured
Party's security interest therein, duly pledged, endorsed or
assigned to Secured Party without restriction; (iii) placing
notations on Pledgor's books of account to disclose Secured Party's
security interest granted hereunder; (iv) obtaining control
agreements from securities intermediaries with respect to financial
assets in the possession of such securities intermediaries; and (v)
taking such other steps as are reasonably deemed necessary or
desirable by Secured Party to maintain and protect Secured Party's
Liens granted hereunder.

 


(b) Pledgor
hereby represents and warrants to Secured Party that, as of the
date hereof, Pledgor has no Tort Claims, except as set forth on
Schedule II. Grantor shall notify Pledgor on no less than a
quarterly basis of any Tort Claims known to such Grantor and which
arise following the date hereof and such Tort Claims shall be added
to Schedule II.

 


29. Entire
Agreement; Term of Agreement. This Pledge Agreement,
together with the Purchase Agreement and the Related Agreements,
constitutes the entire agreement with respect to the subject matter
hereof and supersedes all prior agreements with respect to the
subject matter hereof. This Pledge Agreement shall remain in effect
through and including the date upon which all Obligations shall
have been indefeasibly and irrevocably paid and satisfied in
full.

 


 


 


[signature
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IN
WITNESS WHEREOF, the undersigned have caused this Pledge Agreement
to be duly executed and delivered as of the date first above
written.

 


	
 

	


Pledgor:GFN ASIA PACIFIC HOLDINGS
PTY LTD.



By: Name:
Title:



Address:________________________________________________________FAX:
___.___.____


 







 


 


 


 


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Accepted:BISON CAPITAL PARTNERS
V, L.P., as Secured Party


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner, as
Secured Party


 

 



By: Name: Douglas B.
Trussler Title: Managing Member


 







 


 


 


 


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Schedule I

 



Issuer Interests

 


	


Pledgor


 

	


Issuer Interests


 


	

GFN
Asia Pacific Holdings Pty Ltd.


 

	
 







 




	

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Schedule II

 



Tort Claims

 


None.

 


 

 




	

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PLEDGE AND SECURITY AGREEMENT

 



(GFN U.S. Australasia Holdings, Inc. as Pledgor

 



GFN Asia Pacific Finance Pty Ltd. as Issuer)

 


THIS
PLEDGE AND SECURITY
AGREEMENT, dated as of ____________, 2017, is made by
GFN ASIA PACIFIC FINANCE PTY
LTD. (ACN 620128001), an Australian
corporation (the “Issuer”), and
GFN U.S. AUSTRALASIA HOLDINGS,
INC., a Delaware corporation (“Pledgor”), in
favor of BISON CAPITAL PARTNERS V,
L.P., a Delaware limited partnership (“Secured
Party”).

 



STATEMENT OF PURPOSE

 


Pursuant to the
Purchase Agreement, the Secured Party agreed to make certain
financial accommodations as set forth therein.

 


As
required under Section 7.7(f) of the Purchase Agreement, Pledgor is
executing and delivering this Pledge Agreement, pursuant to which
Pledgor will pledge the Issuer Interests (defined below)
to the Secured
Party.

 


NOW,
THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Issuer and Pledgor hereby agree
with the Secured Party as follows:

 


1. Defined
Terms. Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so
defined, and the following terms shall have the following
meanings:

 


“Collateral”
means all of Pledgor’s right, title and interest in
and to the following, whether now owned or existing or hereafter
arising or acquired, regardless of where any such assets and
property are located: (a) all of the Capital Stock (whether now
owned or existing or hereafter arising or acquired, whether the
same constitutes “general intangibles”,
“investment property”, a “security” or
other personal property under the UCC, and whether such interest is
certificated or uncertificated) in the Issuer, and all securities
(as that term is defined in the UCC), if any, issued by the Issuer
to Pledgor (the foregoing described property being, the
“Issuer
Interests”); (b)
the certificate(s) or instrument(s) representing the Issuer
Interests; (c) all (i)
dividends and distributions (in cash, instruments, Capital Stock or
otherwise) on all of the Issuer Interests, including
Pledgor’s share of the profits and losses of the Issuer,
(ii) rights to subscribe for, purchase or sell any or all of
the Issuer Interests and (iii) other rights and property from time
to time received, receivable or otherwise distributed or
distributable, in each case in respect of or in exchange for any or
all of the Issuer Interests; (d) all right, title and interest of
Pledgor under each Governing Document of the Issuer (to the extent
such right, title and interest arises as a result of Pledgor's
ownership of the Issuer Interests (excluding, for the avoidance of
doubt, any rights, title or interest Pledgor may have as an
officer, director, manager or employee of the Issuer)), as such
Governing Document may hereafter be amended, renewed, consolidated,
restated, replaced or otherwise modified from time to time;
(e) all replacements of,
additions to and substitutions for any of the foregoing, including
all claims against third parties; (f) all cash and non-cash proceeds,
interest, profits and other income of or on any of the foregoing
described property; (g) all
supporting obligations relating to any and all of the foregoing;
(h) all books and records
relating to any of the foregoing described property; (i) all
accounts, as defined in the UCC, including any rights to payment
for the sale or lease of goods or rendition of services, whether or
not they have been earned by performance; (j) all inventory (as
defined in the UCC), goods (as defined in the UCC) and merchandise,
wherever located, to be furnished under any contract of service or
held for sale or lease; (k) all returned goods; (l) all raw
materials; (d) all work-in-process; (e) all finished goods
(including embedded software); (m) all other materials and supplies
of any kind, nature or description which are used or consumed in
Pledgor’s business or used in connection with the packing,
shipping, advertising, selling or finishing of such inventory,
goods and merchandise; (n) all documents of title or other
documents (as defined in the UCC, and including without limitation
bills of lading, warehouse receipts) representing such inventory,
goods and merchandise; (o) all contract rights; (p) all chattel
paper, as defined in the UCC, including without limitation,
electronic chattel paper, (q) all documents (as defined in the UCC,
and including without limitation bills of lading, warehouse
receipts); (r) all instruments, as defined in the UCC; (s)
supporting obligations, as defined in the UCC; (t) all general
intangibles (as defined in the UCC), choses in action and causes of
action and all other intangible personal property of every kind and
nature (other than accounts), including, without limitation, all
contract rights, payment intangibles, licenses, franchises,
permits, patents, patent rights, copyrights, works which are the
subject matter of copyrights, trademarks, service marks, trade
names, trade styles, patent, trademark and service mark
applications, and all licenses and rights related to any of the
foregoing, corporate or other business records, inventions,
designs, blueprints, plans, specifications, patents, patent
applications, trademarks, service marks, trade names, trade
secrets, goodwill, copyrights, computer software, customer lists,
registrations, licenses, franchises, tax refund claims, any funds
which may become due in connection with the termination of any
employee benefit plan or any rights thereto and any other amounts
payable from any employee benefit plan, rights and claims against
carriers and shippers, rights to indemnification, business
interruption insurance and proceeds thereof, property, casualty or
any similar type of insurance and any proceeds thereof, proceeds of
insurance covering the lives of key employees on which Pledgor is
beneficiary, rights to receive dividends, distributions, cash,
instruments (as defined in the UCC) and other property in respect
of or in exchange for pledged equity interests or Issued Interests,
and any letter of credit, guarantee, claim, security interest or
other security held by or granted to Pledgor; (u) machinery,
equipment, furniture, furnishings, fixtures, and other tangible
personal property (except inventory), including embedded software,
office equipment, as well as all of such types of property leased
by Pledgor and all of Pledgor’s rights and interests with
respect thereto under such leases (including, without limitation,
options to purchase); together with all present and future
additions and accessions thereto, replacements therefor, component
and auxiliary parts and supplies used or to be used in connection
therewith, and all substitutes for any of the foregoing, and all
manuals, drawings, instructions, warranties and rights with respect
thereto (wherever any of the foregoing is located); (v) all
letter-of-credit rights, as defined in the UCC; (w) all money,
cash, cash equivalents, securities and other property of any kind
of Pledgor held directly or indirectly by Pledgor; (x) all of
Pledgor’s deposit accounts, credits, and balances with any
financial institution with which Pledgor maintains deposits; (y)
all claims in tort (“Tort Claims”), including
without limitation, any commercial tort claim (as defined in the
UCC); (z) all investment property, as defined in the UCC,
including, without limitation, Issuer Interests constituting
investment property; (aa) all books, records and other property
related to or referring to any of the foregoing, including books,
records, account ledgers, data processing records, computer
software and other property and general intangibles at any time
evidencing or relating to any of the foregoing; and (bb) all
accessions to, substitutions for and replacements, products and
proceeds of any of the foregoing, including, but not limited to,
proceeds of any insurance policies, claims against third parties,
rents and profits, and condemnation or requisition payments with
respect to all or any of the foregoing.

 


“Governing
Documents” means the
organizational documents of the Issuer, including, without
limitation, the constitution of the Issuer.

 


“Guaranty”
means the Guaranty dated as of ___________, 2017
by Pledgor in favor of Secured Party,
as amended, restated, supplemented or otherwise modified from time
to time.

 


“Obligations”
means all of Pledgor’s obligations under each of the Purchase
Agreement, the Guaranty and each Related Agreement to which Pledgor
is a party.

 


“Pledge
Agreement” means this
Pledge and Security Agreement, as amended, restated, supplemented
or otherwise modified from time to time.

 


“Proceeds”
means all “Proceeds” as such term is defined in Section
9102 of the UCC on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the
Issuer Interests, collections thereon, proceeds of sale thereof or
distributions with respect thereto.

 


“Purchase Agreement” means
that certain Securities Purchase Agreement dated as of ___________,
2017 by and among Secured Party, GFN U.S. Australasia Holdings,
Inc., a Delaware corporation , GFN Asia Pacific Holdings Pty Ltd.,
an Australian corporation, GFN Asia Pacific Finance Pty Ltd., an
Australian corporation, and Royal Wolf Holdings Limited, an
Australian corporation, as the same may be as amended, modified,
extended, renewed or replaced from time to time.

 


“UCC” means the Uniform Commercial Code
as in effect in the State of California; provided, however, that if by reason of
mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests in any
Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of California,
“UCC”
means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

 


2. Pledge
and Grant of Security Interest. Pledgor hereby grants and
pledges to the Secured Party a first priority security interest in
the Collateral, as collateral security for the prompt and complete
payment and performance when due of the Obligations.

 


3. Control
of Collateral.

 


(a) Pledgor
agrees that although Pledgor shall remain listed as the registered
owner of the Collateral on the books of the Issuer, upon the
occurrence and continuation of an Event of Default under the
Purchase Agreement, then the Secured Party shall have the right to
direct and instruct the Issuer to transfer or dispose of the
Collateral without further action by Pledgor, and Pledgor hereby
authorizes and directs the Issuer to comply (and the Issuer agrees
to comply) with any instructions or directions with respect to the
Collateral received by the Issuer from the Secured Party upon the
occurrence and continuation of an Event of Default under the
Purchase Agreement. Upon the occurrence and continuation of an
Event of Default, all distributions or proceeds payable to Pledgor
in respect of the Issuer Interests or the Collateral, including,
and without any reduction for, tax distributions, shall be paid
directly to the Secured Party, and credited against the Obligations
upon receipt thereof by the Secured Party until the Obligations are
satisfied in full.

 


(b) Contemporaneously
herewith, Pledgor has delivered to the Secured Party, to be held
and disposed of hereunder, the certificate(s) issued for all of
Pledgor’s Issuer Interests constituting part of the
Collateral on the date hereof, and will deliver to the Secured
Party any and all additional certificates that may in the future
represent any of the Collateral immediately upon the issuance
thereof, in each case accompanied by an appropriate stock power or
assignment separate from certificate, duly endorsed in blank by
Pledgor, sufficient to enable the Secured Party to have such
certificate transferred and registered in its or another’s
name in accordance with the terms of this Pledge
Agreement.

 


4. Pledgor
Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable to perform all of
their duties and obligations as a shareholder of the Issuer to the
same extent as if this Pledge Agreement had not been executed, (b)
the exercise by the Secured Party of any of its rights hereunder
shall not release Pledgor from any of their duties or obligations
as a shareholder of the Issuer (unless and until Pledgor is no
longer a shareholder of the Issuer), and (c) the Secured Party
shall have no obligation or liability as a shareholder of the
Issuer by reason of this Pledge Agreement.

 


5. Representations
and Warranties. Pledgor hereby represents and warrants
that:

 


(a) except
with respect to Section
25(d) of this Agreement, Pledgor has the corporate or other
organizational power, authority and legal right to execute and
deliver, to perform its obligations under, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement and has taken all
necessary corporate or other organizational action to authorize its
execution, delivery and performance of, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement;

 


(b) except
with respect to Section
25(d) of this Agreement, this Pledge Agreement constitutes a
legal, valid and binding obligation of Pledgor enforceable against
Pledgor in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights
generally and by the availability of equitable
remedies;

 


(c) except
with respect to Section
25(d) of this Agreement, the execution, delivery and
performance of this Pledge Agreement will not violate any provision
of any Applicable Laws or contractual obligation of Pledgor and
will not result in the creation or imposition of any Lien on any of
the properties or the revenues of Pledgor pursuant to any
Applicable Laws or contractual obligation, except as contemplated
hereby and by the Purchase Agreement;

 


(d) no consent
or authorization of, filing with, or other act by or in respect of,
any arbitrator or Governmental Authority and no consent of any
other Person (including, without limitation, any equity owner or
creditor of Pledgor or the Issuer or any shareholder of the
Issuer), is required in connection with the execution, delivery,
performance, validity or enforceability of this Pledge Agreement,
except (i) those that have been delivered to the Secured Party,
(ii) as may be required in connection with the disposition of the
Issuer Interests by laws affecting the offering and sale of
securities generally, and (iii) filings under the UCC;

 


(e) no
litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of
Pledgor, threatened by or against Pledgor or against any of its
properties or revenues with respect to this Pledge Agreement or any
of the transactions contemplated hereby;

 


(f) the Issuer
Interests listed on Schedule I (as such schedule
may be amended, restated, supplemented or modified from time to
time) constitute all of the issued and outstanding equity interests
of the Issuer owned by Pledgor;

 


(g) all of the
Issuer Interests owned by Pledgor have been duly and validly
issued;

 


(h) Pledgor is
the record and beneficial owner of, and has good and marketable
title to, the Issuer Interests indicated as owned by Pledgor on
Schedule I (as such
schedule may be amended, restated, supplemented or modified from
time to time) free of any and all Liens or options in favor of, or
claims of, any other Person, except the Lien created by this Pledge
Agreement and the restrictions set forth in the Governing
Documents;

 


(i) the
jurisdiction in which Pledgor is located for purposes of Section
9307 of the UCC is listed on the signature page
hereto;

 


(j) upon
delivery to the Secured Party of the certificates evidencing the
Issuer Interests, the Lien granted pursuant to this Pledge
Agreement will constitute a valid, perfected first priority Lien on
the Issuer Interests, enforceable as such against all creditors of
Pledgor and any Persons purporting to purchase any of the Issuer
Interests from Pledgor;

 


(k) none of
the Issuer Interests are traded on a securities exchange or in
securities markets; and

 


(l) true and
complete copies of the Governing Documents have been delivered to
the Secured Party, which Governing Documents are currently in full
force and effect and have not been amended or modified except as
disclosed to the Secured Party in writing.

 


6. Certain
Covenants. Pledgor covenants and agrees with the Secured
Party, that, from and after the date of this Pledge Agreement until
the Obligations are paid in full:

 


(a) If Pledgor
shall, as a result of its ownership of the Collateral, become
entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a
distribution of any capitalized interest or distribution in
connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any
reorganization), option or rights, whether in addition to, in
substitution of, as a conversion of, or in exchange for any of the
Collateral, or otherwise in respect thereof, Pledgor shall accept
the same as the agent of the Secured Party, hold the same in trust
for the Secured Party and deliver the same forthwith to the Secured
Party in the exact form received, duly indorsed by Pledgor to the
Secured Party, if required, together with an undated stock power
covering such certificate duly executed in blank by Pledgor to be
held by the Secured Party, subject to the terms hereof, as
additional collateral security for the Obligations. In addition,
any sums paid upon or in respect of the Collateral upon the
liquidation or dissolution of the Issuer shall be held by the
Secured Party as additional collateral security for the
Obligations.

 


(b) Without
the prior written consent of the Secured Party, Pledgor will not
(i) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Issuer Interests, except for
any sale, assignment, transfer or exchange pursuant to which the
Issuer Interests remain subject to the Liens in favor of the
Secured Party, (ii) create, incur or permit to exist any Lien or
option in favor of, or any claim of any Person with respect to, any
of the Collateral, or any interest therein, except for the Lien
provided for by this Pledge Agreement or (iii) enter into any
agreement or undertaking restricting the right or ability of
Pledgor or the Secured Party to sell, assign or transfer any
Collateral. Pledgor will defend the right, title and interest of
the Secured Party in and to the Collateral against the claims and
demands of all Persons whomsoever.

 


(c) At any
time and from time to time, upon the written request of the Secured
Party, and at the sole expense of Pledgor, Pledgor will promptly
and duly execute and deliver such further instruments and documents
and take such further actions as the Secured Party may reasonably
request for the purposes of obtaining or preserving the full
benefits of this Pledge Agreement and of the rights and powers
herein granted. If any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note,
instrument or chattel paper shall be promptly delivered to the
Secured Party, duly endorsed in a manner satisfactory to the
Secured Party, to be held as Collateral pursuant to this Pledge
Agreement.

 


(d) Pledgor
shall deliver all certificates or other documents evidencing or
representing the Issuer Interests to the Secured Party, accompanied
by undated stock powers covering such certificates duly executed in
blank by Pledgor, all in form and substance reasonably satisfactory
to the Secured Party and not later than 2 Business Days after the
date of issuance thereof.

 


7. Cash
Distributions; Voting Rights. Unless an Event of Default
shall have occurred and be continuing and the Secured Party shall
have given notice to Pledgor of the Secured Party’s intent to
exercise its rights pursuant to Section 8 below, Pledgor shall
be permitted to receive all cash distributions paid in accordance
with the terms of the Purchase Agreement and the Governing
Documents in respect of the Collateral and to exercise all voting
and other shareholder rights, with respect to the Collateral;
provided,
however, that no
vote shall be cast or shareholder right exercised or other action
taken which, in the Secured Party’s reasonable judgment,
would impair the security interest granted hereby or which would
result in any violation of any provision of the Purchase Agreement,
any Governing Document, any other Related Agreement or this Pledge
Agreement.

 


8. Rights
of the Secured Party.

 


(a) Pledgor hereby grants the Secured Party an
irrevocable proxy (which irrevocable proxy is coupled with an
interest and, to the extent permitted by law, shall continue in
full force and effect until the Obligations are paid in full), such
that if an Event of Default shall
occur and be continuing and the Secured Party shall give notice of
its intent to exercise such rights to Pledgor, the Secured Party
shall be entitled to exercise all voting powers pertaining
to the Collateral at all times during the existence of an Event of
Default, including the power to call and attend all meetings of the
shareholders of the Issuer to be held from time to time with full
power to act and vote in the name, place and stead of Pledgor
(whether or not the Collateral shall have been transferred into its
name or the name of its nominee or nominees), give all consents,
waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the owner
thereof, all without liability except
to account for property actually received by it, but the Secured
Party shall have no duty to Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to
do so or delay in so doing.

 


(b) The rights
of the Secured Party hereunder shall not be conditioned or
contingent upon the pursuit by the Secured Party of any right or
remedy against Pledgor or against any other Person which may be or
become liable in respect of all or any part of the Obligations or
against any collateral security therefor, guarantee thereof or
right of offset with respect thereto. The Secured Party shall not
be liable for any failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so, nor shall
the Secured Party be under any obligation to sell or otherwise
dispose of any Collateral upon the request of Pledgor or any other
Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.

 


9. Remedies.
If an Event of Default shall occur and be continuing, the Secured
Party may exercise all rights and remedies granted in this Pledge
Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, and in addition thereto,
all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing with regard to the scope
of the Secured Party’s remedies, the Secured Party, without
demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by
Applicable Laws referred to below) to or upon Pledgor, the Issuer
or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith
sell, assign, give option or options to purchase or otherwise
dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at
any exchange, broker’s board or office of the Secured Party
or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit
risk. The Secured Party shall have the right upon any such public
sale or sales, and, to the extent permitted by Applicable Laws,
upon any such private sale or sales, to purchase the whole or any
part of the Collateral so sold, free of any right or equity of
redemption in Pledgor, which right or equity is hereby waived or
released. The Secured Party shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred
in respect thereof or incidental to the care or safekeeping of any
of the Collateral or in any way relating to the Collateral or the
rights of the Secured Party hereunder, including, without
limitation, reasonable attorneys’ fees and disbursements of
counsel thereto, to the payment in whole or in part of the
Obligations, and only after such application and after the payment
by the Secured Party of any other amount required by any provision
of Applicable Laws, including, without limitation, Section 9615 of
the UCC, need the Secured Party account for the surplus, if any, to
Pledgor. To the extent permitted by Applicable Laws, Pledgor waive
all claims, damages and demands they may acquire against the
Secured Party arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by Applicable Laws, such notice shall
be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.

 


10. Private
Sales.

 


(a) Pledgor
recognizes that the Secured Party may be unable to effect a public
sale of any or all the Issuer Interests, by reason of certain
prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view
to the distribution or resale thereof. Pledgor acknowledges and
agrees that any such private sale may result in prices and other
terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agree that any such private
sale shall be deemed to have been made in a commercially reasonable
manner. The Secured Party shall be under no obligation to delay a
sale of any of the Issuer Interests for the period of time
necessary to permit the Issuer to reorganize and/or register such
securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuer would agree to
do so.

 


(b) Pledgor
further agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales
of all or any portion of the Collateral pursuant to this
Section 10 valid
and binding and in compliance with any and all other Applicable
Laws. Pledgor further agrees that a breach of any of the covenants
contained in this Section
10 will cause irreparable injury to the Secured Party not
compensable in damages, that the Secured Party has no adequate
remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 10 shall be
specifically enforceable against Pledgor, and Pledgor hereby waives
and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no
Event of Default has occurred under the Purchase Agreement or that
the Obligations have been paid in full.

 


11. Amendments,
etc. With Respect to the Obligations. Pledgor shall remain
obligated hereunder, and the Collateral shall remain subject to the
Lien granted hereby, notwithstanding that, without any reservation
of rights against Pledgor, and without notice to or further assent
by Pledgor, any demand for payment of any of the Obligations made
by the Secured Party may be rescinded by the Secured Party, and any
of the Obligations continued, and the Obligations, or the liability
of Pledgor or any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered, or released by the Secured Party, and the
Purchase Agreement, any other Related Agreements and any other
documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or part, as
the Secured Party may deem advisable from time to time, and any
guarantee, right of offset or other collateral security at any time
held by the Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. The Secured Party
shall have no obligation to protect, secure, perfect or insure any
other Lien at any time held by it as security for the Obligations
or any property subject thereto. Pledgor waives any and all notice
of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Secured Party
upon this Pledge Agreement; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred
in reliance upon this Pledge Agreement; and all dealings between
Pledgor, on the one hand, and the Secured Party, on the other,
shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Pledge Agreement. Pledgor waives
diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon Pledgor with respect to the
Obligations.

 


12. No
Subrogation. Notwithstanding any receipt of any amounts by
the Secured Party with respect to any of the Collateral, Pledgor
shall not be entitled to be subrogated to any of the rights of the
Secured Party against the Issuer or any guarantor or against any
other collateral security held by the Secured Party for the payment
of the Obligations, nor shall Pledgor seek any reimbursement from
the Issuer or any guarantor in respect of amounts realized by the
Secured Party in connection with the Collateral, until all amounts
owing to the Secured Party on account of the Obligations are paid
in full. If any amount shall be paid to Pledgor on account of such
subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by Pledgor in
trust for the Secured Party, segregated from other funds of
Pledgor, and shall, forthwith upon receipt by Pledgor, be turned
over to the Secured Party in the exact form received by Pledgor
(duly indorsed by the Secured Party, if required) to be held as
additional collateral security for the Obligations.

 


13. Limitation
on Duties Regarding Collateral. The Secured Party’s
sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section
9207 of the UCC or otherwise, shall be to deal with it in the same
manner as the Secured Party deals with similar securities and
property for its own account. Neither the Secured Party nor any of
its partners, directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the
request of Pledgor or otherwise.

 


14. Application
of Proceeds. Upon the occurrence and during the continuance
of an Event of Default, the proceeds of any sale of, or other
realization upon, all or any part of the Collateral shall be
applied by the Secured Party to the Obligations, and then to
payment to Pledgor or its successors or assigns, or as a court of
competent jurisdiction may direct, of any surplus then remaining
from such proceeds. The Secured Party may make distribution
hereunder in cash or in kind or, on a ratable basis, in any
combination thereof.

 


15. Powers
Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral constitute
irrevocable powers coupled with an interest.

 


16. Severability.
If any provision of this Pledge Agreement is invalid and
unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (a) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be construed
to carry out the intentions of the parties hereto as nearly as may
be possible and (b) the invalidity or unenforceability of any
provisions hereof in any jurisdiction shall not affect the validity
or enforceability of such provision in any other
jurisdiction.

 


17. Headings.
The various headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the
interpretation hereof.

 


18. Rights and Remedies
Cumulative; Non-Waiver, etc. The enumeration of the rights and
remedies of the Secured Party set forth in this Pledge Agreement is
not intended to be exhaustive and the exercise by the Secured Party
of any right or remedy shall not preclude the exercise of any other
rights or remedies, all of which shall be cumulative, and shall be
in addition to any other right or remedy given hereunder or under
the Related Agreements or that may now or hereafter exist in law or
in equity or by suit or otherwise. No delay or failure to take
action on the part of the Secured Party in exercising any right,
power or privilege under this Pledge Agreement or any other Related
Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or privilege preclude
other or further exercise thereof or the exercise of any other
right, power or privilege or shall be construed to be a waiver of
any Event of Default. No course of dealing between the Issuer, the
Secured Party or their respective agents or employees shall be
effective to change, modify or discharge any provision of this
Pledge Agreement or any of the other Related Agreements or to
constitute a waiver of any Event of Default. This Pledge Agreement
is a Related Agreement executed pursuant to the Purchase
Agreement.

 


19. Amendments,
Waivers and Consents. No term, covenant, agreement or
condition of this Pledge Agreement may be amended or waived, nor
may any consent be given, except in the manner set forth in the
Purchase Agreement.

 


20. Successor
and Assigns. This Pledge Agreement is for the benefit of the
Secured Party and its successors and assigns (as permitted by the
Purchase Agreement), and in the event of an assignment of all or
any of the Obligations permitted by the Purchase Agreement, the
rights hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness. This Pledge
Agreement shall be binding on Pledgor and its successors and
assigns; provided,
however, that
Pledgor may not assign any of its rights or obligations hereunder
without the prior written notice to the Secured Party and
compliance with this Pledge Agreement.

 


21. Governing
Law. In all respects, including matters of construction,
validity and performance, this Pledge Agreement shall be governed
by, and construed and enforced in accordance with, the internal
laws of the State of California applicable to contracts made and
performed in that state (without regard to the choice of law or
conflicts of law provisions thereof).

 


22. Notices.
All notices and communications hereunder shall be given to the
addresses listed on the signature pages hereto and otherwise in
accordance with Section
15.6 of the Purchase Agreement.

 


23. Control
Agreement; Acknowledgement by Issuer.

 


(a) Pledgor
hereby authorizes and instructs the Issuer to comply, and the
Issuer hereby agrees to so comply, with any instruction received
thereby from the Secured Party to the extent made in accordance
with the terms of this Pledge Agreement with respect to the
Collateral, without any consent or further instructions from
Pledgor (or other registered owner), and Pledgor agrees that the
Issuer shall be fully protected in so complying. The Issuer agrees
that its agreement set forth in the preceding sentence shall be
sufficient to create in favor of the Secured Party,
“control” of the Issuer Interests within the meaning of
such term under Sections 8-106(c) and 9106 of the UCC to the extent
the Issuer Interests constitute “securities” within the
meaning of such term under Section 8102(a)(15) of the
UCC.

 


(b) The Issuer
acknowledges receipt of a copy of this Pledge Agreement and agrees
to be bound thereby and to comply with the terms thereof insofar as
such terms are applicable to it. The Issuer shall notify the
Secured Party promptly in writing of the occurrence of any of the
events described in Section 6(c) of this Pledge
Agreement. The Issuer further agrees that the terms of Section 10 of this Pledge
Agreement shall apply to it with respect to all actions that may be
required of it under or pursuant to or arising out of Section 10 of this Pledge
Agreement.

 


24. [Intentionally
Omitted].

 


25. Consent
to Jurisdiction and Venue; Waiver of Jury
Trial.

 


(a) The Issuer
and the Pledgor each consents and agrees that all actions, suits or
other proceedings arising under or in connection with this Pledge
Agreement, the Collateral or any other Related Agreement shall be
tried and litigated in state or federal courts located in the
County of Los Angeles, State of California, which courts shall
have exclusive jurisdiction to hear and determine any and all
claims, controversies and disputes arising out of or related to
this Agreement, the Collateral or any other Related Agreement.
Notwithstanding the foregoing, nothing contained in this
Section 25
shall preclude the Secured Party from bringing any action, suit or
other proceeding in the courts of any other location where the
assets of any member of the Company Group or the Collateral may be
found or located or to enforce any judgment or other court order in
favor of the Secured Party.

 


(b) The Issuer
and the Pledgor each hereby (i) irrevocably submits to the
jurisdiction of any such court and consents in advance to such
jurisdiction in any action, suit or other proceeding commenced in
any such court, (ii) waives any right it may have to assert the
doctrine of forum non
conveniens or any objection that such party may have based
upon lack of personal jurisdiction or improper venue and (iii)
consents to the granting of such legal or equitable relief as is
deemed appropriate by such court. The Issuer and the Pledgor each
hereby waives personal service of the summons, complaint or other
process issued in any such action, suit or other proceeding and
agrees that service of such summons, complaint and other process
may be made by registered or certified mail addressed to such party
at the address set forth in Section 15.6 of the
Purchase Agreement and that service so made shall be deemed
completed upon the earlier of such party’s actual receipt
thereof or 5 days after deposit in the United States mail,
proper postage prepaid.

 


(c) To the
extent permitted under Applicable Laws of any such jurisdiction,
Issuer and Pledgor each hereby waives, in respect of any such
action, suit or other proceeding, the jurisdiction of any other
court or courts that now or hereafter, by reason of such
party’s present or future domicile, or otherwise, may be
available to it.

 


(d) ISSUER AND
PLEDGOR EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS PLEDGE AGREEMENT, THE COLLATERAL OR ANY RELATED
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

 


26. Arbitration;
Incorporation by Reference. Section 15.13 of the Purchase
Agreement is incorporated into this Pledge Agreement by this
reference as if such Section was fully set forth herein, and shall
apply to this Pledge Agreement, the Collateral and the transactions
contemplated hereby.

 


27. Counterparts.
This Pledge Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the
same agreement. Any signature delivered by facsimile or electronic
mail shall be deemed to be an original signature
hereto.

 


28. Perfection
and Protection of Security Interest.

 


(a) Pledgor
shall, at its expense, perform all steps requested by Secured Party
at any time to perfect, maintain, protect, and enforce Secured
Party’s Liens granted hereunder, including: (i) filing
financing or continuation statements, and amendments thereof, in
form and substance reasonably satisfactory to Secured Party;
(ii) delivering to Secured Party for the benefit of Secured
Party the originals of all Collateral which Secured Party
reasonably determines it should have physical possession in order
to perfect and protect Secured Party’s security interest
therein, duly pledged, endorsed or assigned to Secured Party
without restriction; (iii) placing notations on
Pledgor’s books of account to disclose Secured Party’s
security interest granted hereunder; (iv) obtaining control
agreements from securities intermediaries with respect to financial
assets in the possession of such securities intermediaries; and
(v) taking such other steps as are reasonably deemed necessary
or desirable by Secured Party to maintain and protect Secured
Party’s Liens granted hereunder.

 


(b) Pledgor
hereby represents and warrants to Secured Party that, as of the
date hereof, Pledgor has no Tort Claims, except as set forth on
Schedule II.
Grantor shall notify Pledgor on no less than a quarterly basis of
any Tort Claims known to such Grantor and which arise following the
date hereof and such Tort Claims shall be added to Schedule II.

 


 




	

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29. Entire
Agreement; Term of Agreement. This Pledge Agreement,
together with the Purchase Agreement and the Related Agreements,
constitutes the entire agreement with respect to the subject matter
hereof and supersedes all prior agreements with respect to the
subject matter hereof. This Pledge Agreement shall remain in effect
through and including the date upon which all Obligations shall
have been indefeasibly and irrevocably paid and satisfied in
full.

 


 


 


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IN
WITNESS WHEREOF, the undersigned have caused this Pledge Agreement
to be duly executed and delivered as of the date first above
written.

 


	
 

	


Issuer:GFN ASIA PACIFIC FINANCE
PTY LTD.


By: Name:
Title:


Address:


________________________________________________________FAX:
___.___.____


 







 


 


 


 


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[Pledge
Agreement – Signature Page]







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Pledgor:GFN U.S. AUSTRALASIA
HOLDINGS, INC.



By: Name:
Title:



Address:________________________________________________________FAX:
___.___.____


 







 


 


 


 


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Agreement – Signature Page]







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Accepted:BISON CAPITAL PARTNERS
V, L.P., as Secured Party


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner, as
Secured Party


 

 


By: Name: Douglas B. Trussler Title: Managing
Member


 







 


 




	

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Agreement – Signature Page]







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Schedule I

 



Issuer Interests

 


	


Pledgor


 

	


Issuer Interests


 


	

GFN
U.S. Australasia Holdings, Inc.


 

	
 







 




	

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Schedule II

 


Tort
Claims


 


None.


 

 




	

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PLEDGE AND SECURITY AGREEMENT

 



(GFN U.S. Australasia Holdings, Inc. as Pledgor

 



GFN Asia Pacific Holdings Pty Ltd. as Issuer)

 


THIS
PLEDGE AND SECURITY
AGREEMENT, dated as of ___________, 2017, is made by
GFN ASIA PACIFIC HOLDINGS PTY
LTD. (ACN 620127791), an Australian
corporation (the “Issuer”), and
GFN U.S. AUSTRALASIA HOLDINGS,
INC., a Delaware corporation (“Pledgor”), in
favor of BISON CAPITAL PARTNERS V,
L.P., a Delaware limited partnership (“Secured
Party”).

 



STATEMENT OF PURPOSE

 


Pursuant to the
Purchase Agreement, the Secured Party agreed to make certain
financial accommodations as set forth therein.

 


As
required under Section 7.7(f) of the Purchase Agreement, Pledgor is
executing and delivering this Pledge Agreement, pursuant to which
Pledgor will pledge the Issuer Interests (defined below)
to the Secured
Party.

 


NOW,
THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Issuer and Pledgor hereby agree
with the Secured Party as follows:

 


1. Defined
Terms. Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so
defined, and the following terms shall have the following
meanings:

 


“Collateral”
means all of Pledgor’s right, title and interest in
and to the following, whether now owned or existing or hereafter
arising or acquired, regardless of where any such assets and
property are located: (a) all of the Capital Stock (whether now
owned or existing or hereafter arising or acquired, whether the
same constitutes “general intangibles”,
“investment property”, a “security” or
other personal property under the UCC, and whether such interest is
certificated or uncertificated) in the Issuer, and all securities
(as that term is defined in the UCC), if any, issued by the Issuer
to Pledgor (the foregoing described property being, the
“Issuer
Interests”); (b)
the certificate(s) or instrument(s) representing the Issuer
Interests; (c) all (i)
dividends and distributions (in cash, instruments, Capital Stock or
otherwise) on all of the Issuer Interests, including
Pledgor’s share of the profits and losses of the Issuer,
(ii) rights to subscribe for, purchase or sell any or all of
the Issuer Interests and (iii) other rights and property from time
to time received, receivable or otherwise distributed or
distributable, in each case in respect of or in exchange for any or
all of the Issuer Interests; (d) all right, title and interest of
Pledgor under each Governing Document of the Issuer (to the extent
such right, title and interest arises as a result of Pledgor's
ownership of the Issuer Interests (excluding, for the avoidance of
doubt, any rights, title or interest Pledgor may have as an
officer, director, manager or employee of the Issuer)), as such
Governing Document may hereafter be amended, renewed, consolidated,
restated, replaced or otherwise modified from time to time;
(e) all replacements of,
additions to and substitutions for any of the foregoing, including
all claims against third parties; (f) all cash and non-cash proceeds,
interest, profits and other income of or on any of the foregoing
described property; (g) all
supporting obligations relating to any and all of the foregoing;
(h) all books and records
relating to any of the foregoing described property; (i) all
accounts, as defined in the UCC, including any rights to payment
for the sale or lease of goods or rendition of services, whether or
not they have been earned by performance; (j) all inventory (as
defined in the UCC), goods (as defined in the UCC) and merchandise,
wherever located, to be furnished under any contract of service or
held for sale or lease; (k) all returned goods; (l) all raw
materials; (d) all work-in-process; (e) all finished goods
(including embedded software); (m) all other materials and supplies
of any kind, nature or description which are used or consumed in
Pledgor’s business or used in connection with the packing,
shipping, advertising, selling or finishing of such inventory,
goods and merchandise; (n) all documents of title or other
documents (as defined in the UCC, and including without limitation
bills of lading, warehouse receipts) representing such inventory,
goods and merchandise; (o) all contract rights; (p) all chattel
paper, as defined in the UCC, including without limitation,
electronic chattel paper, (q) all documents (as defined in the UCC,
and including without limitation bills of lading, warehouse
receipts); (r) all instruments, as defined in the UCC; (s)
supporting obligations, as defined in the UCC; (t) all general
intangibles (as defined in the UCC), choses in action and causes of
action and all other intangible personal property of every kind and
nature (other than accounts), including, without limitation, all
contract rights, payment intangibles, licenses, franchises,
permits, patents, patent rights, copyrights, works which are the
subject matter of copyrights, trademarks, service marks, trade
names, trade styles, patent, trademark and service mark
applications, and all licenses and rights related to any of the
foregoing, corporate or other business records, inventions,
designs, blueprints, plans, specifications, patents, patent
applications, trademarks, service marks, trade names, trade
secrets, goodwill, copyrights, computer software, customer lists,
registrations, licenses, franchises, tax refund claims, any funds
which may become due in connection with the termination of any
employee benefit plan or any rights thereto and any other amounts
payable from any employee benefit plan, rights and claims against
carriers and shippers, rights to indemnification, business
interruption insurance and proceeds thereof, property, casualty or
any similar type of insurance and any proceeds thereof, proceeds of
insurance covering the lives of key employees on which Pledgor is
beneficiary, rights to receive dividends, distributions, cash,
instruments (as defined in the UCC) and other property in respect
of or in exchange for pledged equity interests or Issued Interests,
and any letter of credit, guarantee, claim, security interest or
other security held by or granted to Pledgor; (u) machinery,
equipment, furniture, furnishings, fixtures, and other tangible
personal property (except inventory), including embedded software,
office equipment, as well as all of such types of property leased
by Pledgor and all of Pledgor’s rights and interests with
respect thereto under such leases (including, without limitation,
options to purchase); together with all present and future
additions and accessions thereto, replacements therefor, component
and auxiliary parts and supplies used or to be used in connection
therewith, and all substitutes for any of the foregoing, and all
manuals, drawings, instructions, warranties and rights with respect
thereto (wherever any of the foregoing is located); (v) all
letter-of-credit rights, as defined in the UCC; (w) all money,
cash, cash equivalents, securities and other property of any kind
of Pledgor held directly or indirectly by Pledgor; (x) all of
Pledgor’s deposit accounts, credits, and balances with any
financial institution with which Pledgor maintains deposits; (y)
all claims in tort (“Tort Claims”), including without
limitation, any commercial tort claim (as defined in the UCC); (z)
all investment property, as defined in the UCC, including, without
limitation, Issuer Interests constituting investment property; (aa)
all books, records and other property related to or referring to
any of the foregoing, including books, records, account ledgers,
data processing records, computer software and other property and
general intangibles at any time evidencing or relating to any of
the foregoing; and (bb) all accessions to, substitutions for and
replacements, products and proceeds of any of the foregoing,
including, but not limited to, proceeds of any insurance policies,
claims against third parties, rents and profits, and condemnation
or requisition payments with respect to all or any of the
foregoing.

 


“Governing
Documents” means the
organizational documents of the Issuer, including, without
limitation, the constitution of the Issuer.

 


“Guaranty”
means the Guaranty dated as of ___________, 2017
by Pledgor in favor of Secured Party,
as amended, restated, supplemented or otherwise modified from time
to time.

 


“Obligations”
means all of Pledgor’s obligations under each of the Purchase
Agreement, the Guaranty and each Related Agreement to which Pledgor
is a party.

 


“Pledge
Agreement” means this
Pledge and Security Agreement, as amended, restated, supplemented
or otherwise modified from time to time.

 


“Proceeds”
means all “Proceeds” as such term is defined in Section
9102 of the UCC on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the
Issuer Interests, collections thereon, proceeds of sale thereof or
distributions with respect thereto.

 


“Purchase Agreement” means
that certain Securities Purchase Agreement dated as of ___________,
2017 by and among Secured Party, GFN U.S. Australasia Holdings,
Inc., a Delaware corporation , GFN Asia Pacific Holdings Pty Ltd.,
an Australian corporation, GFN Asia Pacific Finance Pty Ltd., an
Australian corporation, and Royal Wolf Holdings Limited, an
Australian corporation, as the same may be as amended, modified,
extended, renewed or replaced from time to time.

 


“UCC” means the Uniform Commercial Code
as in effect in the State of California; provided, however, that if by reason of
mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests in any
Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of California,
“UCC”
means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

 


2. Pledge
and Grant of Security Interest. Pledgor hereby grants and
pledges to the Secured Party a first priority security interest in
the Collateral, as collateral security for the prompt and complete
payment and performance when due of the Obligations.

 


3. Control
of Collateral.

 


(a) Pledgor
agrees that although Pledgor shall remain listed as the registered
owner of the Collateral on the books of the Issuer, upon the
occurrence and continuation of an Event of Default under the
Purchase Agreement, then the Secured Party shall have the right to
direct and instruct the Issuer to transfer or dispose of the
Collateral without further action by Pledgor, and Pledgor hereby
authorizes and directs the Issuer to comply (and the Issuer agrees
to comply) with any instructions or directions with respect to the
Collateral received by the Issuer from the Secured Party upon the
occurrence and continuation of an Event of Default under the
Purchase Agreement. Upon the occurrence and continuation of an
Event of Default, all distributions or proceeds payable to Pledgor
in respect of the Issuer Interests or the Collateral, including,
and without any reduction for, tax distributions, shall be paid
directly to the Secured Party, and credited against the Obligations
upon receipt thereof by the Secured Party until the Obligations are
satisfied in full.

 


(b) Contemporaneously
herewith, Pledgor has delivered to the Secured Party, to be held
and disposed of hereunder, the certificate(s) issued for all of
Pledgor’s Issuer Interests constituting part of the
Collateral on the date hereof, and will deliver to the Secured
Party any and all additional certificates that may in the future
represent any of the Collateral immediately upon the issuance
thereof, in each case accompanied by an appropriate stock power or
assignment separate from certificate, duly endorsed in blank by
Pledgor, sufficient to enable the Secured Party to have such
certificate transferred and registered in its or another’s
name in accordance with the terms of this Pledge
Agreement.

 


4. Pledgor
Remains Liable. Anything herein to the contrary
notwithstanding, (a) Pledgor shall remain liable to perform all of
their duties and obligations as a shareholder of the Issuer to the
same extent as if this Pledge Agreement had not been executed, (b)
the exercise by the Secured Party of any of its rights hereunder
shall not release Pledgor from any of their duties or obligations
as a shareholder of the Issuer (unless and until Pledgor is no
longer a shareholder of the Issuer), and (c) the Secured Party
shall have no obligation or liability as a shareholder of the
Issuer by reason of this Pledge Agreement.

 


5. Representations
and Warranties. Pledgor hereby represents and warrants
that:

 


(a) except
with respect to Section
25(d) of this Agreement, Pledgor has the corporate or other
organizational power, authority and legal right to execute and
deliver, to perform its obligations under, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement and has taken all
necessary corporate or other organizational action to authorize its
execution, delivery and performance of, and to grant the Lien on
the Collateral pursuant to, this Pledge Agreement;

 


(b) except
with respect to Section
25(d) of this Agreement, this Pledge Agreement constitutes a
legal, valid and binding obligation of Pledgor enforceable against
Pledgor in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights
generally and by the availability of equitable
remedies;

 


(c) except
with respect to Section
25(d) of this Agreement, the execution, delivery and
performance of this Pledge Agreement will not violate any provision
of any Applicable Laws or contractual obligation of Pledgor and
will not result in the creation or imposition of any Lien on any of
the properties or the revenues of Pledgor pursuant to any
Applicable Laws or contractual obligation, except as contemplated
hereby and by the Purchase Agreement;

 


(d) no consent
or authorization of, filing with, or other act by or in respect of,
any arbitrator or Governmental Authority and no consent of any
other Person (including, without limitation, any equity owner or
creditor of Pledgor or the Issuer or any shareholder of the
Issuer), is required in connection with the execution, delivery,
performance, validity or enforceability of this Pledge Agreement,
except (i) those that have been delivered to the Secured Party,
(ii) as may be required in connection with the disposition of the
Issuer Interests by laws affecting the offering and sale of
securities generally, and (iii) filings under the UCC;

 


(e) no
litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of
Pledgor, threatened by or against Pledgor or against any of its
properties or revenues with respect to this Pledge Agreement or any
of the transactions contemplated hereby;

 


(f) the Issuer
Interests listed on Schedule I (as such schedule
may be amended, restated, supplemented or modified from time to
time) constitute all of the issued and outstanding equity interests
of the Issuer owned by Pledgor;

 


(g) all of the
Issuer Interests owned by Pledgor have been duly and validly
issued;

 


(h) Pledgor is
the record and beneficial owner of, and has good and marketable
title to, the Issuer Interests indicated as owned by Pledgor on
Schedule I (as such
schedule may be amended, restated, supplemented or modified from
time to time) free of any and all Liens or options in favor of, or
claims of, any other Person, except the Lien created by this Pledge
Agreement and the restrictions set forth in the Governing
Documents;

 


(i) the
jurisdiction in which Pledgor is located for purposes of Section
9307 of the UCC is listed on the signature page
hereto;

 


(j) upon
delivery to the Secured Party of the certificates evidencing the
Issuer Interests, the Lien granted pursuant to this Pledge
Agreement will constitute a valid, perfected first priority Lien on
the Issuer Interests, enforceable as such against all creditors of
Pledgor and any Persons purporting to purchase any of the Issuer
Interests from Pledgor;

 


(k) none of
the Issuer Interests are traded on a securities exchange or in
securities markets; and

 


(l) true and
complete copies of the Governing Documents have been delivered to
the Secured Party, which Governing Documents are currently in full
force and effect and have not been amended or modified except as
disclosed to the Secured Party in writing.

 


6. Certain
Covenants. Pledgor covenants and agrees with the Secured
Party, that, from and after the date of this Pledge Agreement until
the Obligations are paid in full:

 


(a) If Pledgor
shall, as a result of its ownership of the Collateral, become
entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a
distribution of any capitalized interest or distribution in
connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any
reorganization), option or rights, whether in addition to, in
substitution of, as a conversion of, or in exchange for any of the
Collateral, or otherwise in respect thereof, Pledgor shall accept
the same as the agent of the Secured Party, hold the same in trust
for the Secured Party and deliver the same forthwith to the Secured
Party in the exact form received, duly indorsed by Pledgor to the
Secured Party, if required, together with an undated stock power
covering such certificate duly executed in blank by Pledgor to be
held by the Secured Party, subject to the terms hereof, as
additional collateral security for the Obligations. In addition,
any sums paid upon or in respect of the Collateral upon the
liquidation or dissolution of the Issuer shall be held by the
Secured Party as additional collateral security for the
Obligations.

 


(b) Without
the prior written consent of the Secured Party, Pledgor will not
(i) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Issuer Interests, except for
any sale, assignment, transfer or exchange pursuant to which the
Issuer Interests remain subject to the Liens in favor of the
Secured Party, (ii) create, incur or permit to exist any Lien or
option in favor of, or any claim of any Person with respect to, any
of the Collateral, or any interest therein, except for the Lien
provided for by this Pledge Agreement or (iii) enter into any
agreement or undertaking restricting the right or ability of
Pledgor or the Secured Party to sell, assign or transfer any
Collateral. Pledgor will defend the right, title and interest of
the Secured Party in and to the Collateral against the claims and
demands of all Persons whomsoever.

 


(c) At any
time and from time to time, upon the written request of the Secured
Party, and at the sole expense of Pledgor, Pledgor will promptly
and duly execute and deliver such further instruments and documents
and take such further actions as the Secured Party may reasonably
request for the purposes of obtaining or preserving the full
benefits of this Pledge Agreement and of the rights and powers
herein granted. If any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note,
instrument or chattel paper shall be promptly delivered to the
Secured Party, duly endorsed in a manner satisfactory to the
Secured Party, to be held as Collateral pursuant to this Pledge
Agreement.

 


(d) Pledgor
shall deliver all certificates or other documents evidencing or
representing the Issuer Interests to the Secured Party, accompanied
by undated stock powers covering such certificates duly executed in
blank by Pledgor, all in form and substance reasonably satisfactory
to the Secured Party and not later than 2 Business Days after the
date of issuance thereof.

 


7. Cash
Distributions; Voting Rights. Unless an Event of Default
shall have occurred and be continuing and the Secured Party shall
have given notice to Pledgor of the Secured Party’s intent to
exercise its rights pursuant to Section 8 below, Pledgor shall
be permitted to receive all cash distributions paid in accordance
with the terms of the Purchase Agreement and the Governing
Documents in respect of the Collateral and to exercise all voting
and other shareholder rights, with respect to the Collateral;
provided,
however, that no
vote shall be cast or shareholder right exercised or other action
taken which, in the Secured Party’s reasonable judgment,
would impair the security interest granted hereby or which would
result in any violation of any provision of the Purchase Agreement,
any Governing Document, any other Related Agreement or this Pledge
Agreement.

 


8. Rights
of the Secured Party.

 


(a) Pledgor hereby grants the Secured Party an
irrevocable proxy (which irrevocable proxy is coupled with an
interest and, to the extent permitted by law, shall continue in
full force and effect until the Obligations are paid in full), such
that if an Event of Default shall
occur and be continuing and the Secured Party shall give notice of
its intent to exercise such rights to Pledgor, the Secured Party
shall be entitled to exercise all voting powers pertaining
to the Collateral at all times during the existence of an Event of
Default, including the power to call and attend all meetings of the
shareholders of the Issuer to be held from time to time with full
power to act and vote in the name, place and stead of Pledgor
(whether or not the Collateral shall have been transferred into its
name or the name of its nominee or nominees), give all consents,
waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the owner
thereof, all without liability except
to account for property actually received by it, but the Secured
Party shall have no duty to Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to
do so or delay in so doing.

 


(b) The rights
of the Secured Party hereunder shall not be conditioned or
contingent upon the pursuit by the Secured Party of any right or
remedy against Pledgor or against any other Person which may be or
become liable in respect of all or any part of the Obligations or
against any collateral security therefor, guarantee thereof or
right of offset with respect thereto. The Secured Party shall not
be liable for any failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so, nor shall
the Secured Party be under any obligation to sell or otherwise
dispose of any Collateral upon the request of Pledgor or any other
Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.

 


9. Remedies.
If an Event of Default shall occur and be continuing, the Secured
Party may exercise all rights and remedies granted in this Pledge
Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, and in addition thereto,
all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing with regard to the scope
of the Secured Party’s remedies, the Secured Party, without
demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by
Applicable Laws referred to below) to or upon Pledgor, the Issuer
or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith
sell, assign, give option or options to purchase or otherwise
dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at
any exchange, broker’s board or office of the Secured Party
or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit
risk. The Secured Party shall have the right upon any such public
sale or sales, and, to the extent permitted by Applicable Laws,
upon any such private sale or sales, to purchase the whole or any
part of the Collateral so sold, free of any right or equity of
redemption in Pledgor, which right or equity is hereby waived or
released. The Secured Party shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred
in respect thereof or incidental to the care or safekeeping of any
of the Collateral or in any way relating to the Collateral or the
rights of the Secured Party hereunder, including, without
limitation, reasonable attorneys’ fees and disbursements of
counsel thereto, to the payment in whole or in part of the
Obligations, and only after such application and after the payment
by the Secured Party of any other amount required by any provision
of Applicable Laws, including, without limitation, Section 9615 of
the UCC, need the Secured Party account for the surplus, if any, to
Pledgor. To the extent permitted by Applicable Laws, Pledgor waive
all claims, damages and demands they may acquire against the
Secured Party arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by Applicable Laws, such notice shall
be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.

 


10. Private
Sales.

 


(a) Pledgor
recognizes that the Secured Party may be unable to effect a public
sale of any or all the Issuer Interests, by reason of certain
prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view
to the distribution or resale thereof. Pledgor acknowledges and
agrees that any such private sale may result in prices and other
terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agree that any such private
sale shall be deemed to have been made in a commercially reasonable
manner. The Secured Party shall be under no obligation to delay a
sale of any of the Issuer Interests for the period of time
necessary to permit the Issuer to reorganize and/or register such
securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuer would agree to
do so.

 


(b) Pledgor
further agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales
of all or any portion of the Collateral pursuant to this
Section 10 valid
and binding and in compliance with any and all other Applicable
Laws. Pledgor further agrees that a breach of any of the covenants
contained in this Section
10 will cause irreparable injury to the Secured Party not
compensable in damages, that the Secured Party has no adequate
remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 10 shall be
specifically enforceable against Pledgor, and Pledgor hereby waives
and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no
Event of Default has occurred under the Purchase Agreement or that
the Obligations have been paid in full.

 


11. Amendments,
etc. With Respect to the Obligations. Pledgor shall remain
obligated hereunder, and the Collateral shall remain subject to the
Lien granted hereby, notwithstanding that, without any reservation
of rights against Pledgor, and without notice to or further assent
by Pledgor, any demand for payment of any of the Obligations made
by the Secured Party may be rescinded by the Secured Party, and any
of the Obligations continued, and the Obligations, or the liability
of Pledgor or any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered, or released by the Secured Party, and the
Purchase Agreement, any other Related Agreements and any other
documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or part, as
the Secured Party may deem advisable from time to time, and any
guarantee, right of offset or other collateral security at any time
held by the Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. The Secured Party
shall have no obligation to protect, secure, perfect or insure any
other Lien at any time held by it as security for the Obligations
or any property subject thereto. Pledgor waives any and all notice
of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Secured Party
upon this Pledge Agreement; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred
in reliance upon this Pledge Agreement; and all dealings between
Pledgor, on the one hand, and the Secured Party, on the other,
shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Pledge Agreement. Pledgor waives
diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon Pledgor with respect to the
Obligations.

 


12. No
Subrogation. Notwithstanding any receipt of any amounts by
the Secured Party with respect to any of the Collateral, Pledgor
shall not be entitled to be subrogated to any of the rights of the
Secured Party against the Issuer or any guarantor or against any
other collateral security held by the Secured Party for the payment
of the Obligations, nor shall Pledgor seek any reimbursement from
the Issuer or any guarantor in respect of amounts realized by the
Secured Party in connection with the Collateral, until all amounts
owing to the Secured Party on account of the Obligations are paid
in full. If any amount shall be paid to Pledgor on account of such
subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by Pledgor in
trust for the Secured Party, segregated from other funds of
Pledgor, and shall, forthwith upon receipt by Pledgor, be turned
over to the Secured Party in the exact form received by Pledgor
(duly indorsed by the Secured Party, if required) to be held as
additional collateral security for the Obligations.

 


13. Limitation
on Duties Regarding Collateral. The Secured Party’s
sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section
9207 of the UCC or otherwise, shall be to deal with it in the same
manner as the Secured Party deals with similar securities and
property for its own account. Neither the Secured Party nor any of
its partners, directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the
request of Pledgor or otherwise.

 


14. Application
of Proceeds. Upon the occurrence and during the continuance
of an Event of Default, the proceeds of any sale of, or other
realization upon, all or any part of the Collateral shall be
applied by the Secured Party to the Obligations, and then to
payment to Pledgor or its successors or assigns, or as a court of
competent jurisdiction may direct, of any surplus then remaining
from such proceeds. The Secured Party may make distribution
hereunder in cash or in kind or, on a ratable basis, in any
combination thereof.

 


15. Powers
Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral constitute
irrevocable powers coupled with an interest.

 


16. Severability.
If any provision of this Pledge Agreement is invalid and
unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (a) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be construed
to carry out the intentions of the parties hereto as nearly as may
be possible and (b) the invalidity or unenforceability of any
provisions hereof in any jurisdiction shall not affect the validity
or enforceability of such provision in any other
jurisdiction.

 


17. Headings.
The various headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the
interpretation hereof.

 


18. Rights and Remedies
Cumulative; Non-Waiver, etc. The enumeration of the rights and
remedies of the Secured Party set forth in this Pledge Agreement is
not intended to be exhaustive and the exercise by the Secured Party
of any right or remedy shall not preclude the exercise of any other
rights or remedies, all of which shall be cumulative, and shall be
in addition to any other right or remedy given hereunder or under
the Related Agreements or that may now or hereafter exist in law or
in equity or by suit or otherwise. No delay or failure to take
action on the part of the Secured Party in exercising any right,
power or privilege under this Pledge Agreement or any other Related
Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or privilege preclude
other or further exercise thereof or the exercise of any other
right, power or privilege or shall be construed to be a waiver of
any Event of Default. No course of dealing between the Issuer, the
Secured Party or their respective agents or employees shall be
effective to change, modify or discharge any provision of this
Pledge Agreement or any of the other Related Agreements or to
constitute a waiver of any Event of Default. This Pledge Agreement
is a Related Agreement executed pursuant to the Purchase
Agreement.

 


19. Amendments,
Waivers and Consents. No term, covenant, agreement or
condition of this Pledge Agreement may be amended or waived, nor
may any consent be given, except in the manner set forth in the
Purchase Agreement.

 


20. Successor
and Assigns. This Pledge Agreement is for the benefit of the
Secured Party and its successors and assigns (as permitted by the
Purchase Agreement), and in the event of an assignment of all or
any of the Obligations permitted by the Purchase Agreement, the
rights hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness. This Pledge
Agreement shall be binding on Pledgor and its successors and
assigns; provided,
however, that
Pledgor may not assign any of its rights or obligations hereunder
without the prior written notice to the Secured Party and
compliance with this Pledge Agreement.

 


21. Governing
Law. In all respects, including matters of construction,
validity and performance, this Pledge Agreement shall be governed
by, and construed and enforced in accordance with, the internal
laws of the State of California applicable to contracts made and
performed in that state (without regard to the choice of law or
conflicts of law provisions thereof).

 


22. Notices.
All notices and communications hereunder shall be given to the
addresses listed on the signature pages hereto and otherwise in
accordance with Section
15.6 of the Purchase Agreement.

 


23. Control
Agreement; Acknowledgement by Issuer.

 


(a) Pledgor
hereby authorizes and instructs the Issuer to comply, and the
Issuer hereby agrees to so comply, with any instruction received
thereby from the Secured Party to the extent made in accordance
with the terms of this Pledge Agreement with respect to the
Collateral, without any consent or further instructions from
Pledgor (or other registered owner), and Pledgor agrees that the
Issuer shall be fully protected in so complying. The Issuer agrees
that its agreement set forth in the preceding sentence shall be
sufficient to create in favor of the Secured Party,
“control” of the Issuer Interests within the meaning of
such term under Sections 8-106(c) and 9106 of the UCC to the extent
the Issuer Interests constitute “securities” within the
meaning of such term under Section 8102(a)(15) of the
UCC.

 


(b) The Issuer
acknowledges receipt of a copy of this Pledge Agreement and agrees
to be bound thereby and to comply with the terms thereof insofar as
such terms are applicable to it. The Issuer shall notify the
Secured Party promptly in writing of the occurrence of any of the
events described in Section 6(c) of this Pledge
Agreement. The Issuer further agrees that the terms of Section 10 of this Pledge
Agreement shall apply to it with respect to all actions that may be
required of it under or pursuant to or arising out of Section 10 of this Pledge
Agreement.

 


24. [Intentionally
Omitted].

 


25. Consent
to Jurisdiction and Venue; Waiver of Jury
Trial.

 


(a) The Issuer
and the Pledgor each consents and agrees that all actions, suits or
other proceedings arising under or in connection with this Pledge
Agreement, the Collateral or any other Related Agreement shall be
tried and litigated in state or federal courts located in the
County of Los Angeles, State of California, which courts shall
have exclusive jurisdiction to hear and determine any and all
claims, controversies and disputes arising out of or related to
this Agreement, the Collateral or any other Related Agreement.
Notwithstanding the foregoing, nothing contained in this
Section 25
shall preclude the Secured Party from bringing any action, suit or
other proceeding in the courts of any other location where the
assets of any member of the Company Group or the Collateral may be
found or located or to enforce any judgment or other court order in
favor of the Secured Party.

 


(b) The Issuer
and the Pledgor each hereby (i) irrevocably submits to the
jurisdiction of any such court and consents in advance to such
jurisdiction in any action, suit or other proceeding commenced in
any such court, (ii) waives any right it may have to assert the
doctrine of forum non
conveniens or any objection that such party may have based
upon lack of personal jurisdiction or improper venue and (iii)
consents to the granting of such legal or equitable relief as is
deemed appropriate by such court. The Issuer and the Pledgor each
hereby waives personal service of the summons, complaint or other
process issued in any such action, suit or other proceeding and
agrees that service of such summons, complaint and other process
may be made by registered or certified mail addressed to such party
at the address set forth in Section 15.6 of the
Purchase Agreement and that service so made shall be deemed
completed upon the earlier of such party’s actual receipt
thereof or 5 days after deposit in the United States mail,
proper postage prepaid.

 


(c) To the
extent permitted under Applicable Laws of any such jurisdiction,
Issuer and Pledgor each hereby waives, in respect of any such
action, suit or other proceeding, the jurisdiction of any other
court or courts that now or hereafter, by reason of such
party’s present or future domicile, or otherwise, may be
available to it.

 


(d) ISSUER AND
PLEDGOR EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS PLEDGE AGREEMENT, THE COLLATERAL OR ANY RELATED
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

 


26. Arbitration;
Incorporation by Reference. Section 15.13 of the Purchase
Agreement is incorporated into this Pledge Agreement by this
reference as if such Section was fully set forth herein, and shall
apply to this Pledge Agreement, the Collateral and the transactions
contemplated hereby.

 


27. Counterparts.
This Pledge Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the
same agreement. Any signature delivered by facsimile or electronic
mail shall be deemed to be an original signature
hereto

 


28. Perfection
and Protection of Security Interest.

 


(a) Pledgor
shall, at its expense, perform all steps requested by Secured Party
at any time to perfect, maintain, protect, and enforce Secured
Party’s Liens granted hereunder, including: (i) filing
financing or continuation statements, and amendments thereof, in
form and substance reasonably satisfactory to Secured Party; (ii)
delivering to Secured Party for the benefit of Secured Party the
originals of all Collateral which Secured Party reasonably
determines it should have physical possession in order to perfect
and protect Secured Party’s security interest therein, duly
pledged, endorsed or assigned to Secured Party without restriction;
(iii) placing notations on Pledgor’s books of account to
disclose Secured Party’s security interest granted hereunder;
(iv) obtaining control agreements from securities intermediaries
with respect to financial assets in the possession of such
securities intermediaries; and (v) taking such other steps as are
reasonably deemed necessary or desirable by Secured Party to
maintain and protect Secured Party’s Liens granted
hereunder.

 


(b) Pledgor
hereby represents and warrants to Secured Party that, as of the
date hereof, Pledgor has no Tort Claims, except as set forth on
Schedule II. Grantor shall notify Pledgor on no less than a
quarterly basis of any Tort Claims known to such Grantor and which
arise following the date hereof and such Tort Claims shall be added
to Schedule II.

 


29. Entire
Agreement; Term of Agreement. This Pledge Agreement,
together with the Purchase Agreement and the Related Agreements,
constitutes the entire agreement with respect to the subject matter
hereof and supersedes all prior agreements with respect to the
subject matter hereof. This Pledge Agreement shall remain in effect
through and including the date upon which all Obligations shall
have been indefeasibly and irrevocably paid and satisfied in
full.

 


 


 


[signature
pages follow]


 




	


SMRH:483108281.9

	
 

	
 


	
 

	
 

	
 







 








 






IN
WITNESS WHEREOF, the undersigned have caused this Pledge Agreement
to be duly executed and delivered as of the date first above
written.

 


	
 

	


Issuer:GFN ASIA PACIFIC HOLDINGS
PTY LTD.


By: Name:
Title:


Address:


________________________________________________________FAX:
___.___.____


 







 


 


 


 


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pages continue]


 




	

SMRH:483108281.9

	
 

	
 


	
 

	
 

	

[Pledge
Agreement – Signature Page]







Pl








 






	
 

	


Pledgor:GFN U.S. AUSTRALASIA
HOLDINGS, INC.



By: Name:
Title:



Address:________________________________________________________FAX:
___.___.____


 







 


 


 


 


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pages continue]


 




	

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[Pledge
Agreement – Signature Page]







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Accepted:BISON CAPITAL PARTNERS
V, L.P., as Secured Party


By:
BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership,
its general partner


By:
BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability
company, its general partner, as
Secured Party


 

 


By: Name: Douglas B. Trussler Title: Managing
Member


 







 


 




	

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[Pledge
Agreement – Signature Page]







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Schedule I

 



Issuer Interests

 


	


Pledgor


 

	


Issuer Interests


 


	

GFN
U.S. Australasia Holdings, Inc.


 

	
 







 


 




	

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Schedule II

 



Tort Claims

 


None.

 


 

 


 

 




	

SMRH:483108281.9

	
 

	
 


	
 

	
 

	
 







 








 







Exhibit H

 


 

 




 








 





 



REGISTRATION RIGHTS AGREEMENT

 


This REGISTRATION RIGHTS AGREEMENT (this
“Agreement”)
is made and entered into as of [____________, 2017] (the
“Effective
Date”) between General
Finance Corporation, a Delaware corporation (the
“Company”),
and Bison Capital Partners V, L.P., a Delaware limited partnership
(“Investor”).

 


WHEREAS, the Company, Investor and certain other
parties are parties to that certain Securities Purchase Agreement
dated as of the Effective Date between the Company and Investor
(the “Purchase
Agreement”), pursuant to
which Investor is purchasing the Convertible Note dated as of the
Effective Date which may be converted into shares of Common Stock
of the Company; and

 


WHEREAS,
in connection with the consummation of the transactions
contemplated by the Purchase Agreement, and pursuant to the terms
of the Purchase Agreement, the parties hereto desire to enter into
this Agreement in order to grant certain registration rights to
Investor as set forth below.

 


NOW,
THEREFORE, in consideration of the foregoing and the mutual and
dependent covenants hereinafter set forth, the parties hereto agree
as follows:


 



1.  Defined
Terms. As used in this
Agreement, the following terms shall have the following
meanings:



 


    “Affiliate”
shall mean, when used with reference to any specified Person, any
other Person that, directly or indirectly controls is controlled by
or under common control with such Person. For the purposes of this
definition, "control", when used with respect to any specified
Person, shall mean the power to direct or cause the direction of
management or policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative of the foregoing.


 


    “Agreement”
has the meaning set forth in the preamble.


 


    “Board”
means the board of directors (or any successor governing body) of
the Company.


 


    “Commission”
means the Securities and Exchange Commission or any other federal
agency administering the Securities Act and the Exchange Act at the
time.


 


    “Common
Stock” means the common
stock, par value $0.0001 per share, of the
Company.


 


    “Company”
has the meaning set forth in the preamble and includes the
Company’s successors by merger, acquisition, reorganization
or otherwise.


 


    “Convertible
Note” means that certain
Secured Senior Convertible Promissory Note in the original
principal amount of $26,000.000.


 


    “Demand
Registration” has the
meaning set forth in 
Section 2(b).


 


    “DTCDRS”
has the meaning set forth in 
Section 5(q).


 


    “Exchange
Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


    “Governmental
Authority” means any
federal, state, local or foreign government or political
subdivision thereof, or any agency or instrumentality of such
government or political subdivision, or any self-regulated
organization or other non-governmental regulatory authority or
quasi-governmental authority (to the extent that the rules,
regulations or orders of such organization or authority have the
force of law), or any arbitrator, court or tribunal of competent
jurisdiction.


 


    “Inspectors”
has the meaning set forth in 
Section 5(h).


 


    “Investor”
has the meaning set forth in the preamble.


 


    “Long-Form
Registration” has the
meaning set forth in 
Section 2(a).


 


    “Person”
means an individual, corporation, partnership, joint venture,
limited liability company, Governmental Authority, unincorporated
organization, trust, association or other
entity.


 


    “Piggyback
Registration” has the
meaning set forth in 
Section 3(a).


 


    “Piggyback Registration
Statement” has the
meaning set forth in 
Section 3(a).


 


    “Piggyback Shelf
Registration Statement”
has the meaning set forth in 
Section 3(a).


 


    “Piggyback Shelf
Takedown” has the meaning
set forth in 
Section 3(a).


 


    “Prospectus”
means the prospectus or prospectuses included in any Registration
Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed
as part of an effective Registration Statement in reliance on Rule
430A under the Securities Act or any successor rule thereto), as
amended or supplemented by any prospectus supplement, including any
Shelf Supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus or
prospectuses.


 


    “Purchase
Agreement” has the
meaning set forth in the recitals.


 


    “Records”
has the meaning set forth in 
Section 5(h).


 


    “Registrable
Securities” means (a) the
Shares issuable upon conversion of the Convertible Note, and (b)
any shares of Common Stock issued or issuable with respect to any
shares described in subsection (a) above by way of a stock dividend
or stock split or in exchange for or upon conversion of such shares
or otherwise in connection with a combination of shares,
distribution, recapitalization, merger, consolidation, other
reorganization or other similar event with respect to the Common
Stock (it being understood that, for purposes of this Agreement, a
Person shall be deemed to be a holder of Registrable Securities
whenever such Person has the right to then acquire or obtain from
the Company any Registrable Securities, whether or not such
acquisition has actually been effected). As to any particular
Registrable Securities, such securities shall cease to be
Registrable Securities when (i) the Commission has declared a
Registration Statement covering such securities effective and such
securities have been disposed of pursuant to such effective
Registration Statement, (ii) such securities are sold under
circumstances in which all of the applicable conditions of Rule 144
under the Securities Act are met, (iii) such securities become
eligible for sale pursuant to Rule 144 without volume or
manner-of-sale restrictions and without the requirement for the
Company to be in compliance with the current public information
requirement under Rule 144(c)(1), (iv) such securities are
otherwise transferred, or (v) such securities have ceased to be
outstanding.


 


    “Registration
Statement” means any
registration statement of the Company, including the Prospectus,
amendments and supplements (including Shelf Supplements) to such
registration statement, including post-effective amendments, all
exhibits and all material incorporated by reference in such
registration statement.


 


    “Rule
144” means Rule 144 under
the Securities Act or any successor rule
thereto.


 


    “Securities
Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


    “Selling
Expenses” means all
underwriting discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities and the fees
and disbursements of counsel for any holder of Registrable
Securities which shall not exceed $25,000, except for the
reasonable fees and disbursements of counsel for the holders of
Registrable Securities required to be paid by the Company pursuant
to 
Section 6.


 


    “Shares”
means the shares of Common Stock issued or issuable to the Investor
upon the conversion of the amount owed pursuant to the Convertible
Note to the Shares.


 


    “Shelf
Registration” has the
meaning set forth in 
Section 2(c).


 


    “Shelf Registration
Notice” has the meaning
set forth in 
Section 2(c).


 


    “Shelf Registration
Statement” has the
meaning set forth in 
Section 2(c).


 


    “Shelf
Supplement” has the
meaning set forth in 
Section 2(d).


 


    “Shelf
Takedown” has the meaning
set forth in 
Section 2(d).


 


    “Short-Form
Registration” has the
meaning set forth in 
Section 2(b).


 


2.  Demand
Registration.



 



    (a)  At any time
after the date of this Agreement, Investor may request registration
under the Securities Act of all or any portion of its Registrable
Securities pursuant to a Registration Statement on Form S-1 or any
successor form thereto (each, a “Long-Form
Registration”). Each
request for a Long-Form Registration shall specify the number of
Registrable Securities requested to be included in the Long-Form
Registration. The Company shall prepare and file with (or
confidentially submit to, as applicable) the Commission a
Registration Statement on Form S-1 or any successor form thereto
covering all of the Registrable Securities that Investor has
requested to be included in such Long-Form Registration as
expeditiously as possible (and not later than 30 days after the
date on which the initial request is given) and shall use its
reasonable efforts to cause such Registration Statement to be
declared effective by the Commission as soon as practicable
thereafter. The Company shall not be required to effect a Long-Form
Registration more than four times for Investor; provided,
that a Registration Statement shall not count as a Long-Form
Registration requested under this 
Section 2(a) unless and
until it has become effective and Investor is able to register and
sell at least 50% of the Registrable Securities requested to be
included in such registration.


 


    (b)  After the
Effective Date, the Company shall use its reasonable best efforts
to qualify and remain qualified to register the offer and sale of
securities under the Securities Act pursuant to a Registration
Statement on Form S-3 or any successor form thereto. At such time
as the Company shall have qualified for the use of a Registration
Statement on Form S-3 or any successor form thereto, Investor shall
have the right to request an unlimited number of registrations
under the Securities Act of all or any portion of its Registrable
Securities pursuant to a Registration Statement on Form S-3 or any
similar short-form Registration Statement (each, a
“Short-Form
Registration” and,
collectively with each Long-Form Registration and Shelf
Registration (as defined below), a “Demand
Registration”). Each
request for a Short-Form Registration shall specify the number of
Registrable Securities requested to be included in the Short-Form
Registration. The Company shall prepare and file with (or
confidentially submit to, as applicable) the Commission a
Registration Statement on Form S-3 or any successor form thereto
covering all of the Registrable Securities that the holders thereof
have requested to be included in such Short-Form Registration as
expeditiously as possible (and not later than 15 days after the
date on which the initial request is given) and shall use its
reasonable efforts to cause such Registration Statement to be
declared effective by the Commission as soon as practicable
thereafter.


 


    (c)  At such
time as the Company shall have qualified for the use of a
Registration Statement on Form S-3 or the then appropriate form for
an offering to be made on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act or any successor rule thereto (a
“Shelf Registration
Statement”), Investor
shall have the right to request pursuant to a written notice
delivered to the Company (a “Shelf Registration
Notice”) registration
under the Securities Act of all or any portion of its Registrable
Securities for an offering on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act or any successor rule
thereto (a “Shelf
Registration”). Each
request for a Shelf Registration shall specify the number of
Registrable Securities requested to be included in the Shelf
Registration. The Company shall prepare and file with (or
confidentially submit to, as applicable) the Commission a Shelf
Registration Statement covering all of the Registrable Securities
that the holders thereof have requested to be included in such
Shelf Registration as expeditiously as possible (and not later than
15 days after the date on which the initial request is given) and
shall use its reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission as soon as
practicable thereafter.


 


    (d)  The Company
shall not be obligated to effect any Long-Form Registration within
90 days after the effective date of a previous Long-Form
Registration, or Shelf Takedown or a previous Piggyback
Registration in which Investor was permitted to register the offer
and sale under the Securities Act, and actually sold, at least 50%
of the shares of Registrable Securities requested to be included
therein. The Company may postpone for up to 90 days the filing or
effectiveness of a Registration Statement for a Demand Registration
or the filing of a prospectus supplement (a
“Shelf
Supplement”) for a Shelf
Takedown/a supplement for the purpose of effecting an offering
pursuant to Rule 415 under the Securities Act or any successor rule
thereto (a “Shelf
Takedown”) if the Board
determines in its reasonable good faith judgment that effecting
such Demand Registration or Shelf Takedown at such time would (i)
materially interfere with a significant acquisition, corporate
reorganization, financing, securities offering or other similar
extraordinary transaction involving the Company; or (ii) require
disclosure of material information which would be materially
adverse to the Company and would not otherwise be required by
law; provided,
that in such event Investor shall be entitled to withdraw such
request and, if such request for a Demand Registration is
withdrawn, such Demand Registration shall not count as one of the
permitted Demand Registrations hereunder and the Company shall pay
all registration expenses in connection with such registration. The
Company may delay a Demand Registration or Shelf Takedown hereunder
only once in any period of 12 consecutive
months.


 


    (e)  If Investor
elects to distribute the Registrable Securities covered by its
request in an underwritten offering, they shall so advise the
Company as a part of their request made pursuant to 
Section 2(a),

Section 2(b), 
Section 2(c) or

Section 2(d). Investor
shall select the investment banking firm or firms to act as the
managing underwriter or underwriters in connection with such
offering, which selection shall be subject to the prior written
approval of the Company, not to be unreasonably withheld,
conditioned or delayed.


 


    (f)  The Company
shall not include in any Demand Registration or Shelf Takedown any
securities which are not Registrable Securities without the prior
written consent of Investor. If
a Demand Registration or Shelf Takedown involves an underwritten
offering and the managing underwriter of the requested Demand
Registration or Shelf Takedown advises the Company and Investor in
writing (a copy of which shall be provided to Investor) that in its
reasonable and good faith opinion the number of shares of Common
Stock proposed to be included in the Demand Registration or Shelf
Takedown, including all Registrable Securities and all other shares
of Common Stock proposed to be included in such underwritten
offering, exceeds the number of shares of Common Stock which can be
sold in such underwritten offering and/or the number of shares of
Common Stock proposed to be included in such Demand Registration or
Shelf Takedown would adversely affect the price per share of the
Common Stock proposed to be sold in such underwritten offering, the
Company shall include in such Demand Registration or Shelf Takedown
(i) first, the shares of Common Stock that the holders of
Registrable Securities propose to sell, and (ii) second, the shares
of Common Stock proposed to be included therein by any other
Persons (including shares of Common Stock to be sold for the
account of the Company and/or other holders of Common Stock)
allocated among such Persons in such manner as they may agree. If
the managing underwriter determines that less than all of the
Registrable Securities proposed to be sold can be included in such
offering, then the Registrable Securities that are included in such
offering shall be allocated pro rata among the respective holders
thereof on the basis of the number of Registrable Securities owned
by each such holder.


 



3.  Piggyback
Registration.


 


    (a)  Whenever
the Company proposes to register the offer and sale of any shares
of its Common Stock under the Securities Act (other than a
registration (i) pursuant to a Registration Statement on Form S-8
(or other registration solely relating to an offering or sale to
employees or directors of the Company pursuant to any employee
stock plan or other employee benefit arrangement), (ii) pursuant to
a Registration Statement on Form S-4 (or similar form that relates
to a transaction subject to Rule 145 under the Securities Act or
any successor rule thereto), or (iii) in connection with any
dividend or distribution reinvestment or similar plan), whether for
its own account or for the account of one or more stockholders of
the Company and the form of Registration Statement (a
“Piggyback Registration
Statement”) to be used
may be used for any registration of Registrable Securities (a
“Piggyback
Registration”), the
Company shall give prompt written notice (in any event no later
than 30 days prior to the filing of such Registration Statement) to
Investor of its intention to effect such a registration and,
subject to 
Section 3(b) and

Section 3(c), shall include in
such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion from
Investor within 15 days after the Company’s notice has been
given to Investor. The Company may postpone or withdraw the filing
or the effectiveness of a Piggyback Registration at any time in its
sole discretion. A Piggyback Registration shall not be considered a
Demand Registration for purposes of 
Section 2. If any Piggyback
Registration Statement pursuant to which holders of Registrable
Securities have registered the offer and sale of Registrable
Securities is a Registration Statement on Form S-3 or the then
appropriate form for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act or
any successor rule thereto (a “Piggyback Shelf
Registration Statement”),
Investor shall have the right, but not the obligation, to be
notified of and to participate in any offering under such Piggyback
Shelf Registration Statement (a “Piggyback Shelf
Takedown”).


 



    (b)  If a
Piggyback Registration or Piggyback Shelf Takedown is initiated as
a primary underwritten offering on behalf of the Company and the
managing underwriter advises the Company and Investor (if Investor
has elected to include Registrable Securities in such Piggyback
Registration or Piggyback Shelf Takedown) in writing (a copy of
which shall be provided to Investor) that in its reasonable and
good faith opinion the number of shares of Common Stock proposed to
be included in such registration or takedown, including all
Registrable Securities and all other shares of Common Stock
proposed to be included in such underwritten offering, exceeds the
number of shares of Common Stock which can be sold in such offering
and/or that the number of shares of Common Stock proposed to be
included in any such registration or takedown would adversely
affect the price per share of the Common Stock to be sold in such
offering, the Company shall include in such registration or
takedown (i) first, the shares of Common Stock that the Company
proposes to sell; (ii) second, the shares of Common Stock requested
to be included therein by Investor; and (iii) third, the shares of
Common Stock requested to be included therein by holders of Common
Stock other than holders of Registrable Securities, allocated among
such holders in such manner as they may agree.


 


    (c)  If
a Piggyback Registration or Piggyback Shelf Takedown is initiated
as an underwritten offering on behalf of a holder of Common Stock
other than Investor, and the managing underwriter advises the
Company in writing (a copy of which shall be provided to Investor)
that in its reasonable and good faith opinion the number of shares
of Common Stock proposed to be included in such registration or
takedown, including all Registrable Securities and all other shares
of Common Stock proposed to be included in such underwritten
offering, exceeds the number of shares of Common Stock which can be
sold in such offering and/or that the number of shares of Common
Stock proposed to be included in any such registration or takedown
would adversely affect the price per share of the Common Stock to
be sold in such offering, the Company shall include in such
registration or takedown (i) first, the shares of Common Stock
requested to be included therein by the holder(s) requesting such
registration or takedown and Investor, allocated pro rata among all
such holders on the basis of the number of shares of Common Stock
other than the Registrable Securities (on a fully diluted, as
converted basis) and the number of Registrable Securities, as
applicable, owned by Investor or in such manner as they may
otherwise agree; and (ii) second, the shares of Common Stock
requested to be included therein by other holders of Common Stock,
allocated among such holders in such manner as they may
agree.


 


    (d)  If
any Piggyback Registration or Piggyback Shelf Takedown is initiated
as a primary underwritten offering on behalf of the Company, the
Company shall select the investment banking firm or firms to act as
the managing underwriter or underwriters in connection with such
offering. 


 



4.   Lock-up
Agreement. Investor agrees that
in connection with any registered offering of the Common Stock or
other equity securities of the Company in a primary offering of
securities by the Company, and upon the request of the managing
underwriter in such offering, such holder shall not, without the
prior written consent of such managing underwriter, during the
period commencing 90 days prior to the effective date of such
registration and ending on the date specified by such managing
underwriter (such period not to exceed 15 days), (a) offer,
pledge, sell, contract to sell, grant any option or contract to
purchase, purchase any option or contract to sell, hedge the
beneficial ownership of or otherwise dispose of, directly or
indirectly, any shares of Common Stock or any securities
convertible into, exercisable for or exchangeable for shares of
Common Stock held immediately before the effectiveness of the
Registration Statement for such offering/(whether such shares or
any such securities are then owned by the holder or are thereafter
acquired), or (b) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of such securities, whether any such
transaction described in clause (a) or (b) above is to be settled
by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing provisions of this 
Section 4 shall not apply to
sales of Registrable Securities to be included in such offering
pursuant to 
Section 2(a),

Section 2(b), 
Section 2(c),

Section 2(d) or

Section 3(a), and shall be
applicable to Investor only if all officers and directors of the
Company are subject to the same restrictions. Investor agrees to
execute and deliver such other agreements as may be reasonably
requested by the Company or the managing underwriter which are
necessary to give effect to the foregoing and provided that
agreements in substantially the form thereof are also executed by
all officers and directors of the Company. Notwithstanding anything
to the contrary contained in this 
Section 4, Investor shall be
released from any lock-up agreement entered into pursuant to
this 
Section 4 in the event and to
the extent that the managing underwriter or the Company permit any
discretionary waiver or termination of the restrictions of any
lock-up agreement pertaining to any officer or director. The
foregoing restrictions on Investor in this Section 4 shall not
apply to the Investor in the event that the offering contemplated
under this Section 4 is pursuant to a “demand” or other
registration similar to a Demand Registration at the request of any
other equity holder of the Company.


 



5.  Registration
Procedures. If and whenever
Investor requests that the offer and sale of any Registrable
Securities be registered under the Securities Act or any
Registrable Securities be distributed in a Shelf Takedown pursuant
to the provisions of this Agreement, the Company shall use its
reasonable efforts to effect the registration of the offer and sale
of such Registrable Securities under the Securities Act in
accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as soon as reasonably
practicable and as applicable:



 


    (a)  prepare
and file with the Commission a Registration Statement covering such
Registrable Securities, which Registration Statement shall comply
as to form in all material respects with the requirements of the
applicable form and include all financial statements required by
the Commission to be filed therewith, and use its reasonable
efforts to cause such Registration Statement to be declared
effective;


 


    (b)  prepare and
file with the Commission such amendments, post-effective amendments
and supplements to such Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such
Registration Statement effective for a period not to exceed two (2)
years (which period shall, for avoidance of doubt, not be
applicable in the case of a Shelf Registration effected pursuant to
a request under Section
2(c))), or if earlier, until
all of such Registrable Securities have been disposed of, and to
comply with the provisions of the Securities Act with respect to
the disposition of such Registrable Securities in accordance with
the intended methods of disposition set forth in such Registration
Statement;


 


    (c)  at
least 15 business days before filing such Registration Statement,
Prospectus or amendments or supplements thereto with the
Commission, furnish to one counsel selected by Investor copies of
such documents proposed to be filed, which documents shall be
subject to the review, comment and approval of such
counsel;


 


    (d)  notify
Investor, promptly after the Company receives notice thereof, of
the time when such Registration Statement has been declared
effective or a supplement, including a Shelf Supplement, to any
Prospectus forming a part of such Registration Statement has been
filed with the Commission;


 


    (e)  furnish
to each selling holder of Registrable Securities such number of
copies of the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and any supplement thereto,
including a Shelf Supplement (in each case including all exhibits
and documents incorporated by reference therein), and such other
documents as Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such
seller;


 


    (f)  use its
reasonable best efforts to register or qualify such Registrable
Securities under such other securities or “blue sky”
laws of such jurisdictions as Investor reasonably requests and do
any and all other acts and things which may be reasonably necessary
or advisable to enable such holders to consummate the disposition
in such jurisdictions of the Registrable Securities owned by such
holders; provided,
that the Company shall not be required to qualify generally to do
business, subject itself to general taxation or consent to general
service of process in any jurisdiction where it would not otherwise
be required to do so but for this 
Section 5(f);


 


    (g)  notify
each selling holder of such Registrable Securities, at any time
when a Prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event that would
cause the Prospectus included in such Registration Statement to
contain an untrue statement of a material fact or omit any fact
necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading, and,
at the request of any such holder, the Company shall prepare a
supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
Prospectus shall not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading;


 


    (h)  make
available for inspection by any selling holder of Registrable
Securities, any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney,
accountant or other agent retained by Investor or underwriter
(collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and
properties of the Company (collectively, the
“Records”),
and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any such Inspector
in connection with such Registration Statement;


 


    (i)  provide
a transfer agent and registrar (which may be the same entity) for
all such Registrable Securities not later than the effective date
of such registration;


 


    (j)  use
its reasonable efforts to cause such Registrable Securities to be
listed on each securities exchange on which the Common Stock is
then listed;


 


    (k)  in
connection with an underwritten offering, enter into such customary
agreements (including underwriting and lock-up agreements in
customary form) and take all such other customary actions as the
holders of such Registrable Securities or the managing underwriter
of such offering reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities
(including, without limitation, making appropriate officers of the
Company available to participate in “road show” and
other customary marketing activities (including one-on-one meetings
with prospective purchasers of the Registrable
Securities));


 


    (l)  otherwise
use its reasonable efforts to comply with all applicable rules and
regulations of the Commission and make available to its
stockholders an earnings statement (in a form that satisfies the
provisions of Section 11(a) of the Securities Act and Rule 158
under the Securities Act or any successor rule thereto) no later
than thirty (30) days after the end of the 12-month period
beginning with the first day of the Company’s first full
fiscal quarter after the effective date of such Registration
Statement, which earnings statement shall cover said 12-month
period, and which requirement will be deemed to be satisfied if the
Company timely files complete and accurate information on Forms
10-K and 10-Q under the Exchange Act and otherwise complies with
Rule 158 under the Securities Act or any successor rule thereto;
and


 


    (m)  furnish
to Investor and each underwriter, if any, with (i) a written legal
opinion of the Company’s outside counsel, dated the closing
date of the offering, in form and substance as shall be reasonably
satisfactory to the sole or lead managing underwriter and Investor;
and (ii) on the date of the applicable Prospectus, on the effective
date of any post-effective amendment to the applicable Registration
Statement and at the closing of the offering, dated the respective
dates of delivery thereof, a “comfort” letter signed by
the Company’s independent certified public accountants in
form and substance as shall be reasonably satisfactory to the sole
or lead managing underwriter and Investor;


 


    (n)  without
limiting 
Section 5(f), use its
reasonable efforts to cause such Registrable Securities to be
registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and
operations of the Company to enable the holders of such Registrable
Securities to consummate the disposition of such Registrable
Securities in accordance with their intended method of distribution
thereof;


 


    (o)  notify
Investor promptly of any request by the Commission for the amending
or supplementing of such Registration Statement or Prospectus or
for additional information;


 


    (p)  advise
the holders of Registrable Securities, promptly after it shall
receive notice or obtain knowledge thereof, of the receipt of any
comments from the Commission with respect to any Registration
Statement, any request of the Commission to amend the Registration
Statement or amend or supplement the Prospectus or for additional
information, the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the
initiation or threatening of any proceeding for such purpose and
promptly use its reasonable efforts to prevent the issuance of any
stop order or to obtain its withdrawal at the earliest possible
moment if such stop order should be issued;


 


    (q)  cooperate
with Investor to facilitate the timely preparation and delivery of
certificates representing the Registrable Securities to be sold
pursuant to such Registration Statement free of any restrictive
legends and representing such number of shares of Common Stock as
Investor may reasonably request a reasonable period of time prior
to sales of Registrable Securities pursuant to such Registration
Statement; provided,
that the Company may satisfy its obligations hereunder without
issuing physical stock certificates through the use of The
Depository Trust Company’s Direct Registration System (the
“DTCDRS”);


 


    (r)  not later
than the effective date of such Registration Statement, provide a
CUSIP number for all Registrable Securities and provide the
applicable transfer agent with printed certificates for the
Registrable Securities which are in a form eligible for deposit
with The Depository Trust Company; provided,
that the Company may satisfy its obligations hereunder without
issuing physical stock certificates through the use of the
DTCDRS;


 


    (s)  take no
direct or indirect action prohibited by Regulation M under the
Exchange Act; provided,
that, to the extent that any prohibition is applicable to the
Company, the Company will take all reasonable action to make any
such prohibition inapplicable;


 


    (t)  enter
into and perform customary agreements (including, if applicable, an
underwriting agreement in customary form) and provide
officers’ certificates and other customary closing
documents; 


 


(u)
cooperate with Investor and each underwriter participating in the
disposition of such Registrable Securities and their respective
counsel in connection with any filings required to be made with
FINRA and make reasonably available its employees and personnel and
otherwise provide reasonable assistance to the underwriter (taking
into account the needs of the Company’s businesses and the
requirements of the marketing process) in the marketing of
Registrable Securities in any Demand Registration or Shelf
Takedown;


 


    (v)
use its reasonable efforts to make available the executive officers
of the Company to participate with the holders of Registrable
Securities and any underwriters in any “road shows”
that may be reasonably requested in connection with distribution of
Registrable Securities; and


 


  (w)  otherwise
use its reasonable efforts to take all other steps necessary to
effect the registration of such Registrable Securities contemplated
hereby. 


 



6.  Expenses.
All expenses (other than Selling Expenses) incurred by the Company
in complying with its obligations pursuant to this Agreement and in
connection with the registration and disposition of Registrable
Securities shall be paid by the Company, including, without
limitation, all: (a) registration, listing and filing fees
(including, without limitation, any fees relating to filings
required to be made with, or the listing of any Registrable
Securities on, any securities exchange or over-the-counter trading
market on which the Registrable Securities are listed or quoted);
(b) underwriting expenses (other than commissions or discounts);
(c) expenses of any audits incident to or required by any such
registration; (d) fees and expenses of complying with securities
and “blue sky” laws (including, without limitation,
fees and disbursements of counsel for the Company in connection
with “blue sky” qualifications or exemptions of the
Registrable Securities); (e) word processing and printing expenses;
(f) distribution, messenger, telephone and delivery expenses; (g)
fees and expenses of the Company’s counsel and accountants,
including the expenses of any “cold comfort” letters
required by or incident to such performance and compliance; (h)
Financial Industry Regulatory Authority, Inc.
(“FINRA”)
filing fees (if any); (i) reasonable fees and expenses of one
counsel for the holders of Registrable Securities in connection
with any Demand Registration or Shelf Registration under
Section
2; and (j) the costs and
expenses of the Company relating to analyst and investor
presentations or any “road show” undertaken in
connection with the registration and/or marketing of the
Registrable Securities (including the reasonable out-of-pocket
expenses of Investor). In addition, the Company shall be
responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting
duties) and the expense of any annual audits. All Selling Expenses
relating to the offer and sale of Registrable Securities registered
under the Securities Act pursuant to this Agreement shall be borne
and paid by Investor.  


 



7.  Indemnification.



 


    (a)  The
Company shall indemnify and hold harmless, to the fullest extent
permitted by law, Investor, Investor’s officers, directors,
managers, members, partners, stockholders and Affiliates, each
underwriter, broker or any other Person acting on behalf of
Investor and each Person who controls any of the foregoing Persons
against all losses, claims, actions, damages, liabilities and
expenses, joint or several, to which any of the foregoing Persons
may become subject under the Securities Act or otherwise, insofar
as such losses, claims, actions, damages, liabilities or expenses
arise out of or are based upon any untrue or alleged untrue
statement of a material fact contained in any Registration
Statement, Prospectus, preliminary Prospectus, free writing
prospectus (as defined in Rule 405 under the Securities Act or any
successor rule thereto) or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements
therein (in the case of a Prospectus, preliminary Prospectus or
free writing prospectus, in light of the circumstances under which
they were made) not misleading; and shall reimburse such Persons
for any legal or other expenses reasonably incurred by any of them
in connection with investigating or defending any such loss, claim,
action, damage or liability, except insofar as the same are caused
by or contained in any information furnished in writing to the
Company by such holder expressly for use therein or by such
holder’s failure to deliver a copy of the Registration
Statement, Prospectus, preliminary Prospectus, free writing
prospectus (as defined in Rule 405 under the Securities Act or any
successor rule thereto) or any amendments or supplements thereto
(if the same was required by applicable law to be so delivered)
after the Company has furnished such holder with a sufficient
number of copies of the same prior to any written confirmation of
the sale of Registrable Securities. This indemnity shall be in
addition to any liability the Company may otherwise
have.


 


    (b)  In
connection with any registration in which Investor is
participating, Investor shall furnish to the Company in writing
such information regarding Investor, Investor’s Registrable
Securities and Investor’s intended method of disposition as
the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted
by law, shall indemnify and hold harmless, the Company, each
director of the Company, each officer of the Company who shall sign
such Registration Statement, each underwriter, broker or other
Person acting on behalf of the holders of Registrable Securities
and each Person who controls any of the foregoing Persons against
any losses, claims, actions, damages, liabilities or expenses
resulting from any untrue or alleged untrue statement of material
fact contained in the Registration Statement, Prospectus,
preliminary Prospectus, free writing prospectus (as defined in Rule
405 under the Securities Act or any successor rule thereto) or any
amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of a
Prospectus, preliminary Prospectus or free writing prospectus, in
light of the circumstances under which they were made) not
misleading, but only to the extent that such untrue statement or
omission is contained in any information so furnished in writing by
Investor; provided,
that the obligation to indemnify shall be several and shall not
exceed an amount equal to the net proceeds (after underwriting
commissions or discounts) actually received by Investor from the
sale of Registrable Securities pursuant to such Registration
Statement. This indemnity shall be in addition to any liability
that Investor may otherwise have.


 


    (c)  Promptly
after receipt by an indemnified party of notice of the commencement
of any action involving a claim referred to in this

Section 7, such indemnified
party shall, if a claim in respect thereof is made against an
indemnifying party, give written notice to the latter of the
commencement of such action. The failure of any indemnified party
to notify an indemnifying party of any such action shall not
(unless such failure shall have a material adverse effect on the
indemnifying party) relieve the indemnifying party from any
liability in respect of such action that it may have to such
indemnified party hereunder. In case any such action is brought
against an indemnified party, the indemnifying party shall be
entitled to participate in and to assume the defense of the claims
in any such action that are subject or potentially subject to
indemnification hereunder, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and
after written notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be responsible for any legal or
other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, that, if (i) any
indemnified party shall have reasonably concluded that there may be
one or more legal or equitable defenses available to such
indemnified party which are additional to or conflict with those
available to the indemnifying party, or that such claim or
litigation involves or could have an effect upon matters beyond the
scope of the indemnity provided hereunder, or (ii) such action
seeks an injunction or equitable relief against any indemnified
party or involves actual or alleged criminal activity, the
indemnifying party shall not have the right to assume the defense
of such action on behalf of such indemnified party without such
indemnified party’s prior written consent (but, without such
consent, shall have the right to participate therein with counsel
of its choice) and such indemnifying party shall reimburse such
indemnified party and any Person controlling such indemnified
Person for that portion of the fees and expenses of any counsel
retained by the indemnified party which is reasonably related to
the matters covered by the indemnity provided hereunder. If the
indemnifying party is not entitled to, or elects not to, assume the
defense of a claim, it shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim (and not more
than one separate firm of local counsel at any time for all such
indemnified parties), unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with
respect to such claim. In such instance, Investor shall have a
right to retain one separate counsel at its expense of the
indemnifying party.


 


    (d)  If the
indemnification provided for hereunder is held by a court of
competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action
referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to
the amounts paid or payable by such indemnified party as a result
of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in such
loss, claim, damage, liability or action as well as any other
relevant equitable considerations; provided,
that the maximum amount of liability in respect of such
contribution shall be limited, in the case of Investor, to an
amount equal to the net proceeds (after underwriting commissions or
discounts) actually received by Investor from the sale of
Registrable Securities effected pursuant to such registration. The
relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties agree that it would
not be just and equitable if contribution pursuant hereto were
determined by pro rata allocation or by any other method or
allocation which does not take account of the equitable
considerations referred to herein. The amount paid or payable by a
party under this Section 7(d) as a result of the losses,
claims, damages, liabilities and actions referred to above shall be
deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding. No Person guilty or liable of fraudulent
misrepresentation within the meaning of Section 11(f) of the
Securities Act shall be entitled to contribution from any Person
who was not guilty of such fraudulent
misrepresentation. 


 



8.  Participation in
Underwritten Registrations. No
Person may participate in any registration hereunder which is
underwritten unless such Person (a) agrees to sell such
Person’s securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such
underwriting arrangements. 


 



9.  Rule 144
Compliance. With a view to
making available to Investor the benefits of Rule 144 and any other
rule or regulation of the Commission that may at any time permit a
holder to sell securities of the Company to the public without
registration, the Company shall:


 


    (a)  make
and keep public information available, as those terms are
understood and defined in Rule 144 at all times;


 


    (b)  use
reasonable best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act at all times;
and


 


    (c)  furnish
to Investor, promptly upon request, a written statement by the
Company as to its compliance with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act, a copy of
the most recent annual or quarterly report of the Company, and such
other reports and documents so filed or furnished by the Company as
such holder may reasonably request in connection with the sale of
Registrable Securities without registration. 


 



10.  Termination.
This Agreement shall terminate and be of no further force or effect
when there shall no longer be any Registrable Securities
outstanding; provided,
that the provisions of 
Section 6 and

Section 7 shall survive any
such termination. 


 



11.  Notices.
All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to
have been given (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile or e-mail of a PDF
document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next Business Day if
sent after normal business hours of the recipient; or (d) on the
third day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must
be sent to the respective parties at the addresses indicated below
(or at such other address for a party as shall be specified in a
notice given in accordance with this 
Section 13). 


	

If
to the Company:

 


 

 


 

	

39
East Union Street


Pasadena,
California 91103


Facsimile:
(626) 795-8090


E-mail:
notices@generalfinance.com


Attention:
General Counsel


	

If
to Investor:


 

	

 


Bison
Capital Partners V, L.P.


233
Wilshire Boulevard, Suite 425


Santa
Monica, CA 90401


Attention:
Douglas B. Trussler


Telephone:
(310) 260-6570


Facsimile:
(310) 260-6576


Email:
dtrussler@bisoncapital.com







 



12.  Entire
Agreement. This Agreement,
together with the Purchase Agreement and any related exhibits and
schedules thereto, constitute the sole and entire agreement of the
parties to this Agreement with respect to the subject matter
contained herein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect
to such subject matter. Notwithstanding the foregoing, in the event
of any conflict between the terms and provisions of this Agreement
and those of the Purchase Agreement, the terms and conditions of
this Agreement shall control.



 



13.  Successor and
Assigns. This Agreement shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. The
Company may assign this Agreement at any time in connection with a
sale or acquisition of the Company, whether by merger,
consolidation, sale of all or substantially all of the
Company’s assets, or similar transaction, without the consent
of the Investor; provided,
that the successor or acquiring Person agrees in writing to assume
all of the Company’s rights and obligations under this
Agreement. Investor may assign its rights hereunder to any
purchaser or transferee of Registrable Securities;
provided,
that such purchaser or transferee shall, as a condition to the
effectiveness of such assignment, be required to execute a
counterpart to this Agreement agreeing to be treated as Investor
whereupon such purchaser or transferee shall have the benefits of,
and shall be subject to the restrictions contained in, this
Agreement as if such purchaser or transferee was originally
included in the definition of an Investor herein and had originally
been a party hereto.



 



14.  No Third-Party
Beneficiaries. This Agreement
is for the sole benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any
legal or equitable right, benefit or remedy of any nature
whatsoever, under or by reason of this Agreement;
provided,
however, the parties hereto hereby acknowledge that the Persons set
forth in 
Section 7 are express
third-party beneficiaries of the obligations of the parties hereto
set forth in 
Section 7.



 



15.  Headings.
The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.



 



16.  Amendment,
Modification and Waiver. The
provisions of this Agreement may only be amended, modified,
supplemented or waived with the prior written consent of the
Company and Investor. No waiver by any party or parties shall
operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring
before or after that waiver. Except as otherwise set forth in this
Agreement, no failure to exercise, or delay in exercising, any
right, remedy, power or privilege arising from this Agreement shall
operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or
privilege.



 



17.  Severability.
If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that
any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that
the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.



 



18.  Remedies.
Investor, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, shall be entitled to
specific performance of its rights under this Agreement. The
Company acknowledges that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of
the provisions of this Agreement and the Company hereby agrees to
waive the defense in any action for specific performance that a
remedy at law would be adequate.



 



19.  Governing Law;
Submission to Jurisdiction.
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction). Any legal
suit, action or proceeding arising out of or based upon this
Agreement or the transactions contemplated hereby may be instituted
in the federal courts of the United States or the courts of the
State of Delaware in each case located in New Castle County,
Delaware and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding.
Service of process, summons, notice or other document by mail to
such party’s address set forth herein shall be effective
service of process for any suit, action or other proceeding brought
in any such court. The parties irrevocably and unconditionally
waive any objection to the laying of venue of any suit, action or
any proceeding in such courts and irrevocably waive and agree not
to plead or claim in any such court that any such suit, action or
proceeding brought in any such court has been brought in an
inconvenient forum.



 



21.  Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall be
deemed to be one and the same agreement. A signed copy of this
Agreement delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal
effect as delivery of an original signed copy of this
Agreement.



 



22.  Further
Assurances. Each of the parties
to this Agreement shall execute and deliver such additional
documents, instruments, conveyances and assurances and take such
further actions as may be reasonably required to carry out the
provisions hereof and to give effect to the transactions
contemplated hereby.



 




	

SMRH:483315922.3

	
 

	
 


	
 

	
 

	
 







 


	
 

	
 

	
 







 


 








 






 


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.



 


	
 

	

GENERAL
FINANCE CORPORATION

 


 

 


 


	
 

	

By:    


Name:


Title:

 


 

 


 







 


	
 

	

BISON
CAPITAL PARTNERS V, L.P.,a Delaware limited
partnership


By: BISON
CAPITAL PARTNERS V GP, L.P.,    a Delaware limited
partnership,  its general partner


By: BISON
CAPITAL PARTNERS GP, LLC,  a Delaware limited liability
company,  its general partner

 


 

 


 


	
 

	

By:    


Name:


Title:

 


 

 


 







 


 




	

SMRH:483108281.9

	
 

	
 


	
 

	
 

	
 







 








 







Exhibit I

 


 

 




 








 







THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE
ATTENTION.

 



If you are in any doubt about how to deal with this document, you
should contact your broker, financial, legal, tax or other
professional adviser immediately.

 


 

 



Bidder’s Statement

 



containing an Offer by

 



GFN ASIA PACIFIC HOLDINGS PTY LTD

 



ACN 620 127 791

 



(a wholly-owned subsidiary of General Finance Corporation (NASDAQ:
GFN))

 



to purchase all of your ordinary shares in

 



Royal Wolf Holdings Limited ACN 121 226 793

 


 

 



ACCEPT

 



For each Royal Wolf Share you will receive $1.83 cash*

 


The
Independent Directors of Royal Wolf unanimously recommend that you
accept the Offer in the absence of a Superior Proposal and subject
to the Independent Expert continuing to conclude that the Offer is
fair and reasonable.

 





*
Subject to satisfaction of the conditions to the Offer and less the
cash amount of any Special Dividend

 


This
Offer is dated 19 July 2017 and will close at 7:00 pm (Sydney time)
on 25 August 2017 unless extended.


 


 




 








 






 


 


	


Key dates


 


	

Announcement
Date


 

	

12 July
2017


 


	

Date of
this Bidder’s Statement


 

	

19 July
2017


 


	

Date of
Offer and date Offer opens


 

	

24 July
2017


 


	

Date
Offer closes (unless extended or withdrawn)


 

	

7:00 pm
(Sydney time) on 25 August 2017


 


	


Key Contacts


 


	


Share registrar for the Offer


 

 


 

	

Link
Market Services Limited


Locked
Bag A14


Sydney
South NSW 1235







 

 

 



Important information

 


This
document is a Bidder’s Statement and is issued by GFN Asia
Pacific Holdings Pty Ltd ACN 620 127 791 (GFN) under Part 6.5 of the Corporations
Act. This Bidder’s Statement is dated 19 July 2017. You
should read this Bidder’s Statement in its
entirety.

 


A copy
of this Bidder’s Statement was lodged with ASIC on 19 July
2017. Neither ASIC, nor any of its officers, take any
responsibility for the content of this Bidder’s
Statement.

 


A copy
of this Bidder’s Statement was also provided to ASX on 19
July 2017. Neither ASX, nor any of its officers, take any
responsibility for the content of this Bidder’s
Statement.

 



Investment advice

 


This
Bidder’s Statement constitutes only general advice and does
not take into account your individual investment objectives,
financial situation or particular needs. It does not contain
personal advice. GFN encourages you to seek independent financial
and taxation advice before making a decision whether to accept the
Offer.

 



Disclaimer as to Royal Wolf information

 


Information
in this Bidder’s Statement concerning Royal Wolf’s
business, assets and liabilities, financial position and
performance, profits and losses, and prospects, has not been
independently verified by Royal Wolf. Accordingly, GFN does not,
subject to the Corporations Act, make any representation or
warranty, express or implied, as to the accuracy or completeness of
such information.

 


Further
information relating to Royal Wolf’s business may be included
in Royal Wolf’s Target Statement which Royal Wolf must
provide to Royal Wolf Shareholders in response to this
Bidder’s Statement.

 



Notice to foreign shareholders

 


This
Bidder’s Statement and the Offer are subject to Australian
disclosure requirements which may be different from those
applicable in other jurisdictions. This Bidder’s Statement
and the Offer do not constitute an offer in any place which, or to
any person to whom, it would not be lawful to make such an
offer.

 


The
distribution of this Bidder’s Statement may, in some
countries, be restricted by law or regulation. Accordingly, persons
who come into possession of this Bidder’s Statement should
inform themselves of, and observe, those restrictions.

 


 




 








 






 



Privacy

 


GFN has
collected your information from the Royal Wolf register of
shareholders for the purposes of making this Offer and, if
accepted, administering Your Royal Wolf Shares. The Corporations
Act requires the name and address of shareholders to be held in a
public register. Your information may be disclosed on a
confidential basis to GFN’s related bodies corporate and
external service providers, and may be required to be disclosed to
regulators such as ASIC. The registered office of GFN is Level 35,
Tower Two, International Towers Sydney, 200 Barangaroo Avenue,
Barangaroo NSW 2000.

 



Disclaimer as to forward-looking statements

 


Some of
the statements appearing in this Bidder’s Statement may be in
the nature of forward-looking statements. You should be aware that
such statements are only predictions and are subject to inherent
risks and uncertainties. Those risks and uncertainties include
factors and risks specific to the industry in which Royal Wolf and
the members of the Royal Wolf Group operate, as well as general
economic conditions, prevailing exchange rates and interest rates,
conditions in the financial markets and geopolitical events. Actual
events or results may differ materially from the events or results
expressed or implied in any forward-looking statement. GFN, the
officers of GFN and the persons named in this Bidder’s
Statement with their consent or any person involved in the
preparation of this Bidder’s Statement make no representation
or warranty (express or implied) as to the accuracy or likelihood
of fulfilment of any forward-looking statement, or any events or
results expressed or implied in any forward-looking statement,
except to the extent required by law. GFN cautions you not to place
undue reliance on any forward-looking statement. The
forward-looking statements in this Bidder’s Statement reflect
views held only as at the date of this Bidder’s
Statement.

 



Defined terms

 


A
number of defined terms are used in this Bidder’s Statement.
Unless the contrary intention appears, the context requires
otherwise or words are defined in section 10 of this Bidder’s Statement, words and
phrases in this Bidder’s Statement have the same meaning and
interpretations as in the Corporations Act.

 


 




 








 







GFN Asia Pacific Holdings Pty Ltd

 


 

 


19 July
2017

 


Dear
Royal Wolf Shareholder,

 


 



Recommended Takeover Bid for Royal Wolf


 


I am
pleased to enclose an offer by GFN Asia Pacific Holdings Pty Ltd
(GFN) to acquire all of Your
Royal Wolf Shares (Offer).

 


GFN is
ultimately owned by General Finance Corporation (NASDAQ: GFN)
(General Finance). General
Finance has a relevant interest in approximately 51.0% of Royal
Wolf Shares as at the date of this Bidder’s
Statement.

 


The
consideration for the Offer is $1.83 cash, less the amount of the
Special Dividend described in the following sentence (Offer Price) for each of Your Royal Wolf
Shares. Royal Wolf is proposing to pay a Special Dividend of up to
$0.0265 per Royal Wolf Share, which will be fully franked. Royal
Wolf has announced that it expects that the record date for the
Special Dividend will be 18 July 2017, with payment to be made on 2
August 2017, and accordingly it is expected that the Special
Dividend will become payable prior to the Offer becoming
unconditional.

 


To the
extent that a Special Dividend is paid, the Offer Price will be
reduced by the cash amount of the Special Dividend.

 


The
Independent Directors of Royal Wolf unanimously recommend that
Royal Wolf Shareholders ACCEPT the Offer in the absence of a
Superior Proposal and subject to the Independent Expert continuing
to conclude that the Offer is fair and reasonable, and intend to
accept the Offer for Royal Wolf Shares they own or control, subject
to the same qualification.

 


GFN
believes that its Offer is compelling and represents the best
opportunity for Royal Wolf Shareholders to receive a certain,
attractive cash return for an investment that carries certain risks
moving forward which are described in this Bidder’s
Statement.

 


The
Offer Price of $1.83 per share represents:

 




●

a [____]% premium to the closing
share price of Royal Wolf of [$___] on 11 July 2017 (the
trading day prior to 12 July 2017 (Announcement Date));





 




●

a [insert]% premium to the volume
weighted average price per share of Royal Wolf for the 1 month
prior to the Announcement Date; and





 




●

a [insert]% premium to the volume
weighted average price per share of Royal Wolf for the 3 months
prior to the Announcement Date.





 


In
addition, Royal Wolf Shareholders should consider the following
factors when evaluating whether to accept the Offer:

 




●

The Offer provides
you with an immediate opportunity to realise certain cash value for
your investment in Royal Wolf





 




●

Accepting the Offer
removes risks that could affect the value of your Royal Wolf shares
over time





 

● Royal Wolf has not
received any alternative proposal which is higher than the Offer as
at the date of this Bidder’s Statement; and

 




●

There is no
certainty that Royal Wolf’s trading price would trade at or
above the Offer Price of $1.83 per share, less the amount of the
Special Dividend of $0.0265 per share, if the Offer lapses, and
there is a risk that if the Offer lapses, the price of Royal Wolf
Shares may fall significantly.





 


On
behalf of GFN, I strongly encourage you to accept this Offer, which
is scheduled to close at 7:00pm (Sydney time) on 25 August 2017,
unless extended or withdrawn.

 


Details
of our Offer, including its terms and conditions are set out in
this Bidder’s Statement. I encourage you to read this
Bidder’s Statement carefully and in full, together with the
Target’s Statement, and to accept the Offer as soon as
possible. In order to be valid,
your Acceptance Form must be received before 7.00pm (Sydney time)
on 25 August 2017 which, unless extended, will be the closing date
of the Offer.

 


To
accept the Offer, you should follow the instructions in this
Bidder’s Statement and on the accompanying Acceptance
Form.

 



Yours sincerely,

 


 

 


Ronald
Valenta

 



Director of GFN Asia Pacific Holdings Pty Ltd.

 


 




 








 






Why
you should ACCEPT GFN’s Offer

 


 

 


 

 


 

 


	

The
Independent Directors of Royal Wolf Unanimously Recommend that you
ACCEPT GFN’s Offer, in the absence of a Superior Proposal and
subject to the Independent Expert continuing to conclude that the
Offer is fair and reasonable


 


	

The
Offer represents a highly attractive premium to historical trading
levels


 


	

GFN’s all
cash Offer of $1.83 per Royal Wolf Share, less the amount of the
Special Dividend of $0.0265 per Royal Wolf Share, presents certain
and immediate value and removes risks that could affect the value
of Your Royal Wolf Shares over time


 


	

Royal
Wolf’s total shareholder return is negative 40% for the
period from 1 July 2013 to 31 March 2017, significantly
underperforming the All Ordinaries index over the same
period


 


	

Royal
Wolf’s net debt and leverage have increased over the last
three years


 


	

Relatively Low
Trading Liquidity for Royal Wolf Shareholders


 


	

The
price of Royal Wolf Shares may fall if this Offer is not successful
and there is no competing proposal


 


	

You
will not incur brokerage charges in accepting the
Offer


 


	

Royal
Wolf Shareholders may receive a Special Dividend of $0.0265 per
Royal Wolf Share, which will be fully franked. This gives an
additional benefit to certain Royal Wolf Shareholders who are
Australian tax residents.


 







 

 


 

 


 




 








 






 


 

 


Why
you should accept GFN’s all cash Offer

 




☑

The
Independent Directors of Royal Wolf Unanimously Recommend that you
ACCEPT GFN’s Offer





 


 


The
Independent Directors of Royal Wolf unanimously recommend that you
accept the Offer, in the absence of a Superior Proposal and subject
to the Independent Expert continuing to conclude that the Offer is
fair and reasonable. The Independent Directors of Royal Wolf intend
to accept the Offer for Royal Wolf Shares they own or control,
subject to the same qualification.

 




☑

The
Offer represents a highly attractive premium to historical trading
levels





 


 


The
Offer provides substantial value to Royal Wolf Shareholders as it
represents a highly attractive premium over the historical market
price of Royal Wolf Shares. At $1.83 per Royal Wolf Share, the
Offer represents a premium of approximately:

 




●

a [   ]% premium to
the closing share price of Royal Wolf of [$___] on 11 July 2017 (the
trading day prior to 12 July 2017 (Announcement Date));





 




●

a [insert]% premium to the volume
weighted average price per share of Royal Wolf for the 1 month
prior to the Announcement Date; and





 




●

a [insert]% premium to the volume
weighted average price per share of Royal Wolf for the
3 months prior to the Announcement Date.1 2





 


 


The
following chart illustrates the highly attractive premium being
offered.


 


1 Source: Underlying
trading data sourced from Bloomberg. Bloomberg has not consented to
the use of this information in this Bidder’s
Statement.

 


2 Source:
IRESS.

 




 








 






 


 



 




☑

GFN’s
all-cash Offer presents certain and immediate value and removes
risks that could affect the value of Your Royal Wolf Shares over
time





 


 

 


Royal
Wolf is subject to a number of risks. If you accept the Offer, and
the conditions of the Offer are satisfied, you will be paid cash
for Your Royal Wolf Shares (inclusive of a Special Dividend of
$0.0265 per share) and will no longer be exposed to the risks that
could affect the trading price of Royal Wolf Shares.

 


Some of
these risks include but are not limited to:

 


business risks,
including the risk of a reduction in customer demand for portable container solutions,
any adverse change to the reputation of Royal Wolf or
failure to meet short and long term strategic objectives or
expansion plans or heightened competition in the markets in which
Royal Wolf operates;

 


foreign
exchange risk; and

 


equity
market risk, including uncertainty as to the price at which Royal
Wolf Shares would trade if the Offer lapses, and there is no
alternative offer or proposal for control of Royal
Wolf.

 




☑

Royal
Wolf’s total shareholder return is negative 40% for the
period from 1 July 2013 to 31 March 2017, significantly
underperforming the All Ordinaries index over the same
period





 


 




 








 






 



 




☑

Royal
Wolf’s net debt and leverage have increased over the last
three years





 


 

 


Royal
Wolf’s leverage has increased from 2.4x net debt / EBITDA (30
June 2013) to 2.8x as at 31 March 2017. Over this same time period,
Royal Wolf’s net debt balance has increased from $99m to over
$108m. Should Royal Wolf shareholders choose not to accept
GFN’s offer, they will retain exposure to Royal Wolf’s
increasingly leveraged position.

 


 




 








 






 



 




☑

Relatively
Low Trading Liquidity for Royal Wolf Shareholders





 


 


The
average daily turnover of Royal Wolf Shares on ASX during the
previous 12 months has been relatively low.

 


GFN’s Offer
will allow Royal Wolf’s Shareholders to dispose of all of
their Royal Wolf Shares.

 


Such
opportunities have been limited to date with historical turnover of
Royal W

 


olf
Shares equal to:

 




●

average daily
volume of approximately [        ]
Royal Wolf Shares (or approximately [     ]%
of Royal Wolf Shares on issue) for the 1 month prior to the
Announcement Date; and





 


 




●

average daily
volume of approximately [       ]
Royal Wolf Shares (or approximately [     ]%
of Royal Wolf Shares) for the 12 months prior to the Announcement
Date.3





 


 


3 Underlying share
price information sourced from IRESS.

 




 








 






 


 

 


In the
absence of the Offer, there is no guarantee that Royal Wolf
Shareholders would be able to liquidate part or all of their
shareholding in Royal Wolf on-market in a single transaction. The
Offer provides you with an opportunity to dispose of all of Your
Royal Wolf Shares in a single transaction for a certain value at a
highly attractive premium to recent trading.

 




☑

The
price of Royal Wolf Shares is likely to fall if this Offer is not
successful and there is no competing proposal





 


 


Since
the announcement on 12 July 2017 and up to the date of this
Bidder’s Statement, no other party has announced an offer to
acquire all of Your Royal Wolf Shares or any alternative control
transaction.

 


If the
Offer does not proceed and no alternative transaction is announced,
Royal Wolf’s share price may fall significantly.

 




☑

You
will not incur brokerage charges in accepting the
Offer





 


 


By
accepting the Offer, you will be able to realise a certain and
compelling cash value for all of Your Royal Wolf Shares. In
addition, you will not incur any brokerage charges by accepting the
Offer, whereas such charges may be incurred if you choose to sell
Your Royal Wolf Shares on the ASX.

 


If you
accept the Offer and the Offer becomes unconditional, you will be
paid $1.83 for each of Your Royal Wolf Shares, less the amount of
the Special Dividend of $0.0265 per Royal Wolf Share paid to Royal
Wolf Shareholders, as described below.

 




☑

Royal
Wolf Shareholders will receive a Special Dividend of $0.0265 per
Royal Wolf Share, which will be fully franked. This gives an
additional benefit to certain Royal Wolf Shareholders who are
Australian tax residents.





 


 


Royal
Wolf is proposing to pay a Special Dividend of up to $0.0265 per
Royal Wolf Share, which will be fully franked. Royal Wolf has
announced that it expects that the record date for the Special
Dividend will be 18 July 2017, with payment to be made on 2 August
2017, and accordingly it is expected that the Special Dividend will
become payable prior to the Offer becoming
unconditional.

 


 

 


Conclusion

 


 




 








 






 


The GFN
Offer represents an attractive opportunity for Royal Wolf
Shareholders, enabling them to achieve an immediate and attractive
cash return for all of their Royal Wolf Shares, and without any
brokerage fees.

 


 




 








 






 

 

 




1 Summary of the Offer and How to
Accept

 


	


Who is GFN?


 

	

GFN is
ultimately owned by General Finance Corporation (NASDAQ:
GFN).


For
information on GFN, please see section 2.


 


	


What GFN is offering to buy?


 

	

GFN is
offering to buy all Royal Wolf Shares, on the terms set out in this
Bidder’s Statement. You may only accept this Offer in respect
of all of Your Royal Wolf
Shares.


For
full terms of the Offer, please see section 9.


 


	


Can I accept the Offer in respect of some, but not all, of my Royal
Wolf shares?


 

	

No, you
cannot accept the Offer for part of Your Royal Wolf Shares. You may
only accept the Offer in respect of all of Your Royal Wolf
Shares.


 


	


What is the Special Dividend


 

	

Royal
Wolf has announced that it is proposing to pay a special dividend
of $0.0265 per Royal Wolf Share (Special Dividend), which will be fully
franked. The Offer Price will be reduced by the cash amount of the
Special Dividend upon its payment.


 


	


Why you should accept the Offer?


 

	

There
are a number of reasons why you should accept the
offer:

● the Independent
Directors of Royal Wolf unanimously recommend that you ACCEPT the Offer in the absence of a
Superior Proposal and subject to the Independent Expert continuing
to conclude that the Offer is fair and reasonable;

 

● the Offer
represents an attractive premium to recent trading
levels;

 

● the Offer allows
you to sell your entire holding in a stock which has very low
trading liquidity;

 

● you will not incur
brokerage charges in accepting the Offer; and

 

● Royal Wolf’s
share price is likely to fall if this Offer is not successful and
there is no competing proposal.

 


For
more information, please see pages [7-12]. 


 


	


What is the Independent Expert’s role?


 

	

Royal
Wolf has engaged the Independent Expert to prepare a report on
whether, in the expert’s opinion, the Offer is fair and
reasonable to Royal Wolf Shareholders other than GFN. Details of
the Independent Expert’s report and conclusions are contained
in Royal Wolf’s Target’s Statement.


 


	


When you will be paid?


 

	

If you
accept the Offer and the Offer is, or becomes, unconditional, you
will be paid on the earlier of:

● one month after you
accept the Offer, or one month after the conditions have been
satisfied or waived (whichever is the later); and

 

● 21 days
after the end of the Offer Period.

 


Full
details of when payments will be made are set out in section
9.7 of this Bidder’s
Statement.


 


	


No brokerage on acceptances


 

	

You
will not pay brokerage if you accept the Offer. Any such costs will
be borne by GFN.


 


	


What is the Bidder’s Statement?


 

	

The
Bidder’s Statement describes the terms of the Offer for Your
Royal Wolf Shares and information relevant to your decision whether
or not to accept the Offer.


This
Bidder’s Statement is an important document. Should you have
any doubt as to how to deal with this document, you should consult
your broker, financial, legal, tax or other professional advisor
immediately.


 


	


Close of the Offer


 

	

The
Offer closes at 7:00pm (Sydney time) on 25 August 2017, unless it
is extended in accordance with the Corporations Act.4


 


	


Conditions to the Offer


 

	

The
Offer is subject to the following conditions:

● at the end of the
Offer Period, GFN has:

 

● received valid
acceptances in respect of at least 75.0% (by number) of the
Non-Associated Shares; and

 

● a Relevant Interest
in at least 90.0% (by number) of all Royal Wolf
Shares;

 

● no issue of
securities;

 

● no prescribed
occurrences;

 

● no regulatory
action;

 

● no acquisitions,
disposals or use of capital expenditure over certain
thresholds;

 

● no material adverse
change in the Royal Wolf Group;

 

● no dividends or
distributions (other than the Special Dividend);

 

● no fall in the ASX
All Ordinaries Index below 4,000 on 5 consecutive Business
Days;

 

● no material adverse
change in the financial or capital markets generally, or the
markets for subordinate debt or warrants or other equity
securities; and

 

● no Bidder Material
Adverse Change.

 


The
Offer is not subject to FIRB approval because GFN received a letter
dated 30 June 2017 from FIRB stating that FIRB had no objection to
the Bid.


Full
details of the conditions to the Offer are set out in section
9.8 of this Bidder’s
Statement.


 


	


What happens if the conditions to the Offer are not
satisfied?


 

	

If the
conditions of the Offer as set out above are not satisfied by the
closing date, the Offer will lapse, any acceptances will be
cancelled and you will retain Your Royal Wolf Shares even if you
have accepted the Offer.5


 


	


How is GFN funding the Offer


 

	

GFN has
arranged for funding from the sale of senior and convertible notes
(Notes) to Bison Capital
Equity Partners V, LP (Bison) and affiliates for the purpose of
funding the acquisition of Royal Wolf Shares pursuant to the Offer.
GFN and Bison have entered into the Debt Financing Documentation
with respect to the Notes. The Debt Financing Documentation is
subject to customary conditions, . Full details of how GFN will
fund the Offer are set out in section 5.2 of this Bidder’s
Statement.


 


	


How do you accept the Offer


 

	

You may
only accept the Offer for all Your Royal Wolf Shares.


Depending
on the nature of your holding, you may accept the Offer in the
following ways:



Issuer sponsored shareholders



If Your Royal Wolf Shares are held on Royal Wolf’s issuer
sponsored sub register (such holdings will be evidenced by an
“I” appearing next to your holder number on the
enclosed Acceptance Form), to accept this Offer, you must
complete and sign the Acceptance Form enclosed with this
Bidder’s Statement and return it to the address indicated on
the form before the Offer closes.



CHESS sponsored shareholders



If Your Royal Wolf Shares are in a CHESS Holding (such holdings
will be evidenced by an “X” appearing next to your
holder number on the enclosed Acceptance Form), you may
accept the Offer by either:

● completing and
signing the Acceptance Form enclosed with this Bidder’s
Statement and returning it to the address indicated on the form, so
that it is received in sufficient time for your Controlling
Participant to effect acceptance before the Offer closes;
or

 

● contacting your
Controlling Participant (normally your broker) and instructing them
to accept the Offer on your behalf,

 


before
the Offer closes.



Participants


If you
are a Participant, acceptance of this Offer must be initiated in
accordance with rule 14.14 of the ASX Settlement Operating
Rules before the Offer closes.


Full
details on how to accept the Offer are set out in section 9.3 of this Bidder’s
Statement.


 


	


Can I withdraw my acceptance?


 

	

Your
acceptance of the Offer can only be withdrawn in certain
circumstances described in the Corporations Act as set out in
section 9.6 of this Bidder’s
Statement.


 


	


Can the Offer Period be extended?


 

	

Yes,
the Offer Period may be extended at the election of GFN and as
required under the Corporations Act. GFN has also agreed in the
Takeover Bid Implementation Agreement to keep the Offer open until
25 August 2017.


GFN
will give written notice of any extension of the Offer Period in
accordance with the Corporations Act. Any extension will be
announced to the ASX.


 


	


What happens if you do not accept the Offer?


 

	

If you
do not accept the Offer, you will remain a Royal Wolf Shareholder
and will not be paid the cash consideration under the
Offer.


If GFN
becomes entitled to compulsorily acquire Your Royal Wolf Shares, it
intends to proceed with the compulsory acquisition. If Your Royal
Wolf Shares are compulsorily acquired by GFN following the Offer,
it will be on the same terms (including the same consideration for
each Royal Wolf Share acquired) as the Offer.


 


	


What are the tax implications of accepting the Offer?


 

	

Please
refer to section 7 of this
Bidder’s Statement for an overview of the Australian taxation
treatment for certain Royal Wolf Shareholders accepting the
Offer.


Royal
Wolf Shareholders should not rely on that description as advice for
their own affairs and GFN recommends you should consult your
taxation advisor for detailed taxation advice before making a
decision as to whether or not to accept the Offer.


 


	


What if you are a foreign shareholder?


 

 


 

	

Foreign
shareholders will receive the same cash consideration as stipulated
under the Offer, which will be paid in Australian dollars. However,
the tax implications under the Offer for those foreign shareholders
may be different to those relating to Australian resident
shareholders.


 


	


Where to go for further information on how to accept the
Offer?


 

	

For
information on how to accept the Offer, please see the enclosed
Acceptance Form. If you have any questions or queries in respect of
the Offer, or you require assistance in filling out the Acceptance
Form, please call the Takeover Offer Information Line on 1300 730
659, or, if calling from outside of Australia, please call +61 1300
730 659.


 


	


Important notice


 

	

The
information in this section 1 is a
summary only of GFN’s
Offer and is qualified by the detailed information set out
elsewhere in this Bidder’s Statement.


You
should read the entire Bidder’s Statement and the
Target’s Statement before deciding whether to accept the
Offer.


 







 



4



5




 








 





 





2 Information regarding GFN

 

 


2.1 Overview
of GFN and its principal activities

 


GFN is
ultimately owned by General Finance Corporation, a public company
listed on NASDAQ (General
Finance). A corporate structure diagram is shown
below.

 


General
Finance is the parent company of businesses in the mobile storage,
liquid containment and modular space (portable services) industries.
Management’s expertise in these sectors drives disciplined
growth strategies, operational guidance, effective capital
allocation and capital markets support for General Finance’s
subsidiaries.

 


General
Finance’s principal leasing operations are in the
Asia-Pacific regions of Australia and New Zealand, consisting of
majority-owned Royal Wolf, the leading provider of portable storage
solutions in those regions, and in North America, consisting of
wholly-owned Pac-Van, Inc. (www.pacvan.com)
and Lone Star Tank Rental Inc. (www.lonestartank.com),
prominent regional providers of portable storage, office and liquid
storage tank containers, mobile offices and modular buildings.
General Finance also owns Southern Frac, LLC (www.southernfrac.com),
a manufacturer of portable liquid storage tank containers and other
steel-related products in North America.

 


As at
the date of this Bidder’s Statement, GFN had a relevant
interest in 51,198,526 Royal Wolf Shares, representing voting power
in Royal Wolf of approximately 51.0%.

 


GFN’s funding
arrangements in relation to the Offer are set out in section
5.2.

 


Figure
1 – Corporate Structure Diagram

 



 

 


2.2 Directors
of GFN

 


The
directors of GFN as at the date of this Bidders Statement
are:

 


Ronald
Valenta

 


Charles
Barrantes

 


Christopher
Wilson

 


Melissa
Jones

 

 


2.3 Publicly
available information

 


As a
public company listed on the NASDAQ, General Finance is subject to
disclosure obligations under the listing rules of the NASDAQ and
under applicable laws. These include, but are not limited to,
obligations to disclose material information which may affect
shareholders’ rights, share price, or investors’
decisions on whether to invest in General Finance. Royal Wolf
Shareholders can view publicly available information about General
Finance on the Investor Relations section of its website
www.generalfinance.com.

 


 

 


GFN is
also required to lodge various documents with ASIC. Copies of
documents lodged with ASIC may be obtained from, or inspected at,
an ASIC office.

 


 

 



3 Information regarding Royal Wolf

 

 




3.6

Overview
of Royal Wolf and its principal activities





 


Royal
Wolf is a leading provider of portable container solutions to the
resources, construction, logistics, retail and manufacturing
industries in Australia and New Zealand with a lease fleet of
42,842 containers at 31 March 2017. For the 9 months ended 31 March
2017, Royal Wolf reported revenue of approximately $107 million and
for the year ended 30 June 2016, Royal Wolf reported revenue of
approximately $ 164 million.

 


Royal
Wolf leases and sells container products through its 33 customer
service centres located in every state in Australia and in the
North Island and South Island of New Zealand, as well as through a
National Accounts Management Team that is focused on large
customers and contracts. Royal Wolf is the only provider of
portable container solutions with customer service centres
servicing all major business centres in Australia and New Zealand
and, as such, is the only portable container solutions company with
a national infrastructure and workforce.

 


Royal
Wolf’s portable container products are used by a broad range
of industries with approximately 22,000 customers across industries
that include resources, construction, logistics, retail and
manufacturing. Customers use Royal Wolf’s products for a wide
variety of applications, including storage of inventory, materials
and equipment, transportation of goods, and as portable buildings
and accommodation. This diversity of clients, markets and products
provides Royal Wolf a degree of protection against changes in
demand in an individual segment.

 


Royal
Wolf was listed on the ASX in 2011.

 

 




3.7

Directors
of Royal Wolf





 


As at
the date of this Bidder’s Statement, there are seven
directors of Royal Wolf:

 




●

Mr. Peter Housden
(Chairman, Independent Non-Executive Director);





 




●

Mr. Daryl William
Corsie (Independent Non-Executive Director);





 




●

Mr. Peter Dexter AM
(Independent Non-Executive Director);





 




●

Mr. Neil Littlewood
(CEO, Director);





 




●

Mr. Manuel Marrero
(Non-Executive Director);





 




●

Mr. Jody Miller
(Non-Executive Director); and





 




●

Mr. Ronald Valenta
(Non-Executive Director).





 


Mr.
Ronald Valenta has served as the Chief Executive Officer of General
Finance since 2005, Mr. Manuel Marrero has served as a
Non-Executive Director of General Finance since 2005 and Mr. Miller
has been the President of General Finance since January 2017.
Neither Mr. Valenta, Mr. Marrero nor Mr. Miller have had any
participation in the decisions or meetings of Royal Wolf with
respect to the Offer.

 


Profiles of Royal
Wolf’s directors are available on Royal Wolf’s website
at http://investors.royalwolf.com.au/Investors/?page=Board-Profiles.

 

 




3.8

Substantial
shareholders





 


[HSF
Note: To be updated prior to finalisation.] Based on
information disclosed by Royal Wolf, each of the following persons
was a substantial shareholder in Royal Wolf Shares as at the date
of this Bidder’s Statement.

 


	


Royal Wolf Shareholder


 

	


Royal Wolf Shares


 

	


%


 


	

General
Finance6


 

	

51,198,526


 

	

51.00


 


	

BT
Investment Management Limited


 

	

5,971,507


 

	

5.95


 


	

Celeste
Funds Management


 

	

5,660,232


 

	

5.64


 


	

Colonial
First State – Growth Australian Equities


 

	

5,226,083


 

	

5.21


 






 




3.9

Financial
results





 


On 7
February 2017, Royal Wolf issued its half year results for the half
year ended 31 December 2016.

 


The
financial results announcements are available via the ASX
announcements website.

 

 




3.10

Disclaimer
as to information about Royal Wolf





 


Information in this
Bidder’s Statement concerning Royal Wolf’s business has
not been independently verified by GFN. Accordingly, GFN does not
make any representation or warranty, express or implied, as to the
accuracy or completeness of such information.

 


Further
information relating to Royal Wolf’s business is in Royal
Wolf’s Target Statement.

 

 




3.11

Publicly
available information on Royal Wolf





 


Royal
Wolf is required to lodge various documents with ASIC and with the
ASX. Copies of documents lodged with ASIC by Royal Wolf may be
obtained from, or inspected at, an ASIC office. ASX maintains files
containing publicly available information about all listed
entities. Royal Wolf’s file is available for inspection at
ASX during normal business hours or online at www.asx.com.au.

 


Further
information about Royal Wolf is available at www.royalwolf.com.au.

 


 

 


 


6 A wholly owned
subsidiary of General Finance, GFN (US), holds 50,198,526 Royal
Wolf Shares directly, and General Finance owns an additional
1,000,000 Royal Wolf Shares [through a nominee].




 








 





 




4 Information regarding Royal Wolf
securities

 

 


4.1 Royal
Wolf’s issued securities

 


According to
information provided by Royal Wolf to ASX, as at the date of this
Bidder’s Statement, Royal Wolf’s issued securities
consisted of 100,387,052 Royal Wolf Shares.

 

 


4.2 Royal Wolf
Options

 


According to
information provided by Royal Wolf to the ASX and information
provided by Royal Wolf to GFN, Royal Wolf currently has no Royal
Wolf Options on issue as at the date of this Bidder’s
Statement. As at the date of this Bidder’s Statement, Royal
Wolf had a long-term incentive plan with 1,904,770 rights
outstanding (Performance
Rights). Each outstanding Performance Right provides the
holder the right to one share in Royal Wolf subject to certain
vesting conditions. At the completion of the Offer, all rights
outstanding under the long-term incentive plan of Royal Wolf will
be terminated. [Note:
Disclosure re arrangements with Bob Allan to be included once
finalised.]

 

 


4.3 Interests
in Royal Wolf securities

 


As at
the date of this Bidder’s Statement, GFN had a relevant
interest in 51,198,526 Royal Wolf Shares, representing voting power
in Royal Wolf of approximately 51.0%.

 

 


4.4 Recent
share price performance of Royal Wolf

 


The
latest recorded share price of Royal Wolf Shares on ASX
on:

 




(z)

11 July 2017, being
the last trading day prior to the Announcement Date, was
$[insert] per Royal
Wolf Share; and





 




(aa)

The latest recorded
share price of Royal Wolf Shares on ASX on 11 July 2017, being the
last trading day prior to the date on which this Bidder’s
Statement was lodged with ASIC, was $[insert] per Royal Wolf
Share.7





 

 


4.5 No
pre-Offer benefits

 


Other
than as disclosed above in this section 4, during the period of 4 months before the
date of this Bidder’s Statement, and the period from the date
of this Bidder’s Statement to the date before the date of the
Offer, neither GFN nor any of its associates gave, or offered to
give, or agreed to give a benefit to another person which was
likely to induce the other person, or an associate of the other
person, to:

 




●

accept the Offer;
or





 




●

dispose of Royal
Wolf Shares,





 


and
which is not offered to all holders of Royal Wolf Shares under the
Offer.

 

 


4.6 No
escalation agreements

 


Neither
GFN nor any of its associates has entered into any escalation
agreement that is prohibited by section 622 of the
Corporations Act.

 


 


7 Source:
Bloomberg.

 




 








 





 


5 Sources of cash for Your
Royal Wolf Shares

 

 


5.1 Total cash
consideration

 


The
total consideration for the acquisition of Royal Wolf Shares to
which the Offer relates will be satisfied wholly in
cash.

 


As at
the date of this Bidder’s Statement, Royal Wolf has
100,387,052 Royal Wolf Shares on issue.

 


If
acceptances are received in respect of the Royal Wolf Shares on
issue as at the date of this Bidder’s Statement (other than
those Royal Wolf Shares in which GFN currently has a relevant
interest) or if GFN becomes entitled to and exercises the right of
compulsory acquisition under the Corporations Act, the amount of
cash that GFN would be required to pay under the Offer would be
approximately $90 million (Total
Consideration), reduced by the cash amount of any Special
Dividend that is paid.

 

 


5.2 Sources of cash
consideration

 


The
cash consideration of $1.83 per Royal Wolf Share payable under the
Offer, less the Special Dividend of $0.0265 per share, will be paid
by GFN.

 


$88.7
million, being the maximum amount of cash that GFN will be required
to pay under the Offer, will be obtained from the sale by
GFN’s affiliates to Bison of the Notes for the purpose of
funding the acquisition of Royal Wolf Shares.

 


GFN and
Bison have entered into a securities purchase agreement and related
documentation (the Debt Financing
Documentation). The Debt Financing Documentation contains
all of the conditions to the sale of the Notes to Bison and the
material terms of the Notes. The Debt Financing Documentation is
subject to customary conditions, in addition to the conditions in
section 9.8 of this Bidder’s
Statement. In addition, as a condition to the purchase of the Notes
by Bison as contemplated in the Debt Financing Documentation, GFN
must not amend or vary, waive any condition of, or allow any
amendment or variation to, the Offer as set out in this
Bidder’s Statement without Bison’s prior written
consent (such consent may be withheld at Bison’s sole
discretion) or issue any supplementary bidder’s statement to
this Bidder’s Statement without Bison’s consent
(subject only to compliance with applicable law).

 


As at
the date of this Bidder’s Statement, GFN is not aware of any
event or circumstance which would give rise to a right to Bison not
to purchase the Notes.

 


GFN has
a reasonable basis to expect that the conditions precedent to the
Debt Financing Documentation will be satisfied (or otherwise
waived) if the Offer becomes unconditional. For further information
about GFN and its business interests and background, please refer
to section 2. Having regard to the
matters set out in this section 5, GFN
is of the opinion that it has a reasonable basis for forming the
view, and it holds the view, that it will be able to satisfy its
payment obligations under the Offer, as well as its costs
associated with the Offer.

 

 


5.3 No
hedging

 


There
are no hedging arrangements in place for movements in exchange
rates in respect of the arrangements described in this section
5. However, GFN expects that the funds
available under those arrangements will be more than sufficient to
pay the Total Consideration, even in the event of a material
adverse movement in exchange rates.

 


 

 


 




 








 





 


6 GFN’s intentions
regarding Royal Wolf

 

 



6.1 Introduction

 


GFN has
been established by General Finance for the purpose of making the
Offers. Accordingly, the intentions of GFN are the same as the
intentions of its ultimate parent, General Finance.

 


This
section sets out GFN’s intentions in relation to the
following:

 




●

the continuation of
the business of Royal Wolf;





 




●

any major changes
to the business of Royal Wolf; and





 




●

the future
employment of the present employees of Royal Wolf.





 


These
intentions are based on the basis of facts and information
concerning Royal Wolf, its business and the general business
environment which is known to GFN at the time of preparing this
Bidder’s Statement. Final decisions will only be reached by
GFN in light of material information and circumstances at the
relevant time. Accordingly, the statements in this section are
statements of current intention only and accordingly may vary as
new information becomes available or circumstances
change.

 

 


6.2 Intentions for Royal
Wolf as a wholly-owned controlled entity

 


Without
limiting the comments in section 6.1,
this section 6.2 describes GFN’s
specific intentions if GFN and its associates acquire a relevant
interest in 90% or more (by number) of Royal Wolf Shares, and so
becomes entitled to proceed to compulsory acquisition of the
outstanding Royal Wolf Shares in accordance with Part 6A.1 of
the Corporations Act.

 

 




(a)

Corporate
matters





 


GFN
intends to:

 




●

proceed with
compulsory acquisition of the outstanding Royal Wolf Shares in
accordance with the provisions of Part 6A.1 of the
Corporations Act;





 




●

arrange for Royal
Wolf to be removed from the official list of ASX;





 




●

replace Royal
Wolf’s existing debt facilities with a facility to be
provided by Deutsche Bank; and





 




●

review and replace
some of the existing members of the board of Royal Wolf with its
own nominees with appropriate expertise and
experience.





 




(b)

General
strategic review





 


After
the end of the Offer Period, GFN intends to conduct a broad based
review of Royal Wolf’s operations at a strategic, financial
and operational level.

 


Once
this review has been completed, GFN will determine the level of
financial and other resources necessary to optimise Royal
Wolf’s operations.

 


In
particular, GFN will determine the optimal strategy in terms of
realising maximum value for its investment in Royal Wolf, and in
doing so, will keep all options for value maximisation
open.

 




(c)

Impact
on Employees





 


Subject
to the statements made about existing members of the board of Royal
Wolf and the review described above, GFN intends to maintain the
current employment arrangements (to the extent practicable) of all
Royal Wolf employees. Following completion of the Offer, and as
part of the strategic review described above, GFN will consider
whether, in order to further develop Royal Wolf’s operations,
additional management and technical resources from external sources
will be required.

 


As a
result of the implementation of GFN’s intentions in regards
to corporate matters (discussed above), it is likely that certain
operational and administrative functions, for example, those
relating to the maintenance of Royal Wolf’s listing on ASX,
and those relating to the performance of certain of Royal
Wolf’s administrative functions will become redundant. If
redundancies occur, the relevant employees will receive benefits in
accordance with their contractual and other legal
entitlements.

 

 



[Note: Removed as
GFN is not in a position to waive the minimum acceptance condition
given that the minimum acceptance condition is a condition
to Bison’s
bid funding.]


 

 

 


6.3 Other
intentions

 


Subject
to the matters described above in this section 6 and elsewhere in this Bidder’s
Statement, and, in particular, the completion of the strategic
review of Royal Wolf’s operations, it is the intention of
GFN, on the basis of the facts and information concerning Royal
Wolf that are known to it and the existing circumstances affecting
the assets and operations of Royal Wolf as at the date of this
Bidder’s Statement, that the business of Royal Wolf will be
conducted in materially the same manner as at the date of this
Bidder’s Statement, there will be no redeployment of the
fixed assets of Royal Wolf and the present employees of Royal Wolf
will continue to be employed by Royal Wolf.

 


 




 








 





 


7 Tax
considerations

 

 


7.1 Introduction

 


Sections 7.2 and 7.3 below
contain a general description of the Australian income tax and
goods and services tax (GST)
consequences to certain Royal Wolf Shareholders of the acceptance
of the Offer. The comments set out below are relevant only to those
Royal Wolf Shareholders who:

 




1.

hold their Royal
Wolf Shares as capital assets for investment purposes and not for
the purposes of speculation or a business of dealing in securities
(e.g. as trading stock);








2.

are not subject to
the Taxation of Financial Arrangements rules in Division 230 of the
Income Tax Assessment Act
1997 (Cth);





 




3.

did not acquire
their Royal Wolf Shares in return for services or as the result of
an employee share plan or employee share option plan;





 




4.

are not a bank,
insurance company, tax exempt organisation or superannuation fund;
or





 




5.

are not
non-residents who currently hold, or have held, at any time Royal
Wolf Shares through a permanent establishment in
Australia.





 


Royal
Wolf Shareholders who are not resident in Australia for tax
purposes should take into account the tax consequences under the
laws of their country of residence, as well as under Australian
law, of acceptance of the Offer.

 


The
following description of the Australian income tax and GST
implications of acceptance of the Offer is based upon the
Australian law and administrative practices of the ATO in effect at
the date of this Bidder’s Statement, but it is not tax
advice, it is general in nature and it is not intended to be an
authoritative or complete statement of the laws applicable to the
particular circumstances of every Royal Wolf Shareholder. Royal
Wolf Shareholders should seek independent professional advice in
relation to their own particular circumstances.

 

 


7.2 Australian resident
shareholders

 



Royal Wolf Shareholders who accept the Offer

 


Acceptance of the
Offer will involve the disposal of Royal Wolf Shares by a Royal
Wolf Shareholder by way of transfer to GFN. This change in the
ownership of the Royal Wolf Shares will constitute a capital gains
tax (CGT) event for
Australian CGT purposes.

 


The
date of disposal for CGT purposes will be the date the contract to
dispose of the Royal Wolf Shares is formed.

 



Compulsory Acquisition

 


If a
Royal Wolf Shareholder does not dispose of their Royal Wolf Shares
under the Offer and their Royal Wolf Shares are compulsorily
acquired in accordance with Part 6A.1 of the Corporations Act,
those Royal Wolf Shareholders will also be treated as having
disposed of their Royal Wolf Shares for CGT purposes.

 


The
date of disposal for CGT purposes will be the date when the Royal
Wolf Shareholder ceases to be the owner of the Royal Wolf
Shares.

 



Calculation of the capital gain or capital loss

 


A Royal
Wolf Shareholder who is an Australian resident may make a capital
gain or capital loss on the transfer of Royal Wolf Shares. A Royal
Wolf Shareholder will make a capital gain if the capital proceeds
from the disposal of the Royal Wolf Shares are more than the cost
base of those Royal Wolf Shares. A Royal Wolf Shareholder will make
a capital loss if the capital proceeds are less than the reduced
cost base of those Royal Wolf Shares.

 


The
capital proceeds of the CGT event should be the consideration price
of $1.83 per Share (less the cash amount of the Special Dividend)
received by the Royal Wolf Shareholder in respect of the disposal
of the Royal Wolf Shares. The amount of the Special Dividend should
not be considered part of the capital proceeds as GFN is not
funding some or all of the Special Dividend and the payment of the
Special Dividend is not conditional on the Offer becoming
unconditional.

 


However, if the ATO
was to include the amount of any Special Dividend in the capital
proceeds in respect of the disposal of the Royal Wolf
Shares:

 




●

Royal Wolf
Shareholders who would otherwise make a capital gain on the
disposal of their Royal Wolf Shares would be expected to have their
capital gain reduced by the amount of the Special Dividend they
receive (on the basis that the Special Dividend they receive would
otherwise be included in their assessable income However, the
reduction will not give rise to a capital loss); or





 




●

Royal Wolf
Shareholders who would otherwise make a capital loss on the
disposal of their Royal Wolf Shares will have their capital loss
reduced by the amount of the Special Dividend they
receive.





 


The
cost base of the Royal Wolf Shares generally includes their cost of
acquisition and certain incidental costs of acquisition and
disposal that are not deductible to the Royal Wolf
Shareholder.

 


An
individual, complying superannuation entity or trustee that has
held the Royal Wolf Shares for at least 12 months (excluding
the date of acquisition and disposal) should generally be entitled
to discount the amount of the capital gain (after application of
capital losses) from the disposal of the Royal Wolf Shares by 50%
in the case of an individual or trust or by 331⁄3% for a
complying superannuation entity. For trusts, the ultimate
availability of the discount for beneficiaries of the trust will
depend on the particular circumstances of the
beneficiaries.

 


The CGT
discount is not available to companies.

 


Capital
gains and capital losses of a taxpayer in a year of income are
aggregated to determine whether there is a net capital gain. Any
net capital gain is included in assessable income and is subject to
income tax. Excess capital losses may not be deducted against other
income for income tax purposes, but may be carried forward to
offset against future capital gains (subject to satisfying certain
integrity rules relating to the recoupment of carried forward
losses).

 

 


7.3 Non-resident
shareholders

 


A Royal
Wolf Shareholder who is not a resident of Australia for income tax
purposes is subject to Australian tax on capital gains arising from
the disposal of Royal Wolf Shares if:

 




●

both:





 




●

the shareholder and
its associates hold 10% or more of the issued Royal Wolf Shares at
the time of disposal of the Royal Wolf Shares or have held such
interest for any continuous 12 month period within the 2 years
preceding the disposal; and





 




●

more than 50% of
the value of Royal Wolf’s assets is attributable to direct or
indirect interests in Australian real property (as defined in the
income tax law) (TARP);
or





 




●

the shareholder has
used the Royal Wolf Shares at any time in carrying on a business
through an Australian permanent establishment.





 


Royal
Wolf Shareholders who are not a resident of Australia should seek
independent professional advice in relation to their own particular
circumstances.

 


GFN is
entitled to withhold part of the consideration payable to Royal
Wolf Shareholders if several conditions are satisfied, including
the TARP test. GFN is currently of the view that the TARP test
should not be satisfied and does not expect to withhold any tax
from the consideration.

 

 


7.4 GST

 


Holders
of Royal Wolf Shares should not be liable to GST in respect of a
disposal of those Royal Wolf Shares.

 


 




 








 





 


8 Other material
information

 

 


8.1 Takeover
Bid Implementation Agreement

 


On 12
July 2017, GFN and Royal Wolf entered into the Takeover Bid
Implementation Agreement in relation to the Offer. A copy of the
agreement was released to ASX on that day.

 


Under
the terms of the agreement, Royal Wolf agreed that it will, amongst
other things:

 

 




(a)

conduct its affairs
in the ordinary course and consistent with past
practice;





 




(b)

ensure that no
prescribed occurrence (as broadly referred to in section 652C of
the Corporations Act, together with other matters set out in the
agreement) occurs in relation to Royal Wolf;





 




(c)

use reasonable
endeavours to preserve the value of all its assets and businesses,
to preserve its relationships with suppliers, licensors and others
with whom it has business dealings with before the date of the
agreement and to retain all key employees and contractors;
and





 




(d)

to the extent
practicable, not incur additional capital or exploration
expenditure above and beyond that which is currently
budgeted.





 


In
addition, Royal Wolf has agreed to exclusivity obligations until
the earlier of termination of the Takeover Bid Implementation
Agreement and the closing date of the Offer (Exclusivity Period). The Takeover Bid
Implementation Agreement contains no shop, no talk and no due
diligence restrictions on Royal Wolf. During the Exclusivity
Period, Royal Wolf must not, amongst other things:

 




(a)

directly or
indirectly solicit, invite, encourage or initiate any enquiries,
negotiations or discussions in relation to a Competing
Transaction;





 




(e)

directly or
indirectly enter into, continue or participate in negotiations or
discussions with any other person regarding, or that could
reasonably be expected to lead to, a Competing Transaction being
made, enquired about, negotiated or discussed; or





 




(b)

make available
non-public information relating to Royal Wolf or any of its
businesses, assets or operations, in connection with such person
formulating, developing or finalising, or assisting in the
formulation, development or finalisation of, a Competing
Transaction, except in limited circumstances,





 


except
that the obligations in paragraphs (b) and (c) above are subject to
a ‘fiduciary limitation’, under which they do not apply
to the extent that they restrict Royal Wolf or an Independent
Director from taking or refusing to take any action with respect to
a bona fide Competing Transaction (which was not encouraged,
solicited, invited or initiated in contravention of relevant
provisions of the Takeover Bid Implementation Agreement) provided
that in the opinion of each Independent Director, formed in good
faith:

 




●

the Competing
Transaction is made in writing by or on behalf of a person that the
Independent Directors consider is of reputable commercial
standing;








●

the Competing
Transaction would be, or could reasonably be expected to lead to a
transaction which is, more favourable to Target Shareholders than
the Bid, after taking into account all aspects of the Competing
Transaction; and








●

taking or failing
to take the action with respect to the Competing Transaction would,
or would be likely to, involve a breach of the fiduciary or
statutory obligations of each Director.






There
are also requirements for the Independent Directors to obtain
supporting written legal advice before relying on the
‘fiduciary limitation’.

 


The
Takeover Bid Implementation Agreement also contains notification
and matching right provisions in relation to Competing
Transactions.

 


The
Takeover Bid Implementation Agreement can be terminated in the
following circumstances:

 


By GFN
if:

 




(a)

Royal Wolf is in
breach of any provision of the agreement (including a Royal Wolf
warranty), which breach is material in the context of the Offer, or
if a Prescribed Occurrence occurs, GFN gives notice to Royal Wolf
setting out the relevant circumstances of the breach and stating an
intention to terminate the agreement and the relevant circumstances
of the breach have not been rectified (if capable of being
rectified) and/or the activity that caused the breach has not
ceased to the reasonable satisfaction of GFN, within one Business
Day from the notice being given, and, in any other case, five
Business Days from the time such notice is given; or





 




(b)

a Competing
Transaction is publicly proposed by a person other than GFN (or one
of its Related Bodies Corporate) and is recommended by any
Independent Director;





 




(c)

a person other than
GFN or one of its Related Bodies Corporate that does not hold 10%
or more Voting Power in Royal Wolf at the date of the agreement
obtains Voting Power in Royal Wolf of 10% or more;





 




(d)

if any Independent
Director fails to make or withdraws, changes, revises, revokes or
qualifies, or makes a public statement inconsistent with, the
recommendation to accept the Offer in the absence of a Superior
Proposal and in circumstances where the Independent Expert
concludes the Offer is fair and reasonable, or makes a public
statement indicating that they no longer recommend or intend to
accept the Offer; or





 




(e)

if any Independent
Director recommends, endorses or otherwise supports a Competing
Transaction.





 


By
Royal Wolf if:

 




(a)

GFN is in breach of
any clause of the agreement (including a GFN warranty) which breach
is material in the context of the Offer, Royal Wolf gives notice to
GFN setting out the material breach and stating an intention to
terminate the agreement and the material breach has not been
rectified (if capable of being rectified) and/or the activity that
caused the material breach has not ceased to the reasonable
satisfaction of Royal Wolf, within five Business Days from the time
such notice is given; or





 




(b)

each Independent
Director withdraws his or her recommendation of the Offer where
there is a Superior Proposal and certain obligations have been
complied with or where the Independent Expert ceases to consider
that the Offer is fair and reasonable (unless such cessation is due
to the emergence of a Superior Proposal in which case the
provisions relating to Superior Proposals will apply).





 


By GFN
or Royal Wolf if Offer lapses for any reason (provided, in the case
of termination by GFN, that this occurred without breach by it of
the Takeover Bid Implementation Agreement) including
non-satisfaction of a condition of the Offer, or at any time after
the date 6 months after the date of the Takeover Bid Implementation
Agreement.

 


The
Takeover Bid Implementation Agreement also automatically terminates
on the Offer closing date.

 

 


8.2 Special
Dividend

 


Royal
Wolf has announced that it proposes to pay a Special Dividend of
$0.0265 per Royal Wolf Share (Special Dividend), which will be fully
franked.


 


Funding
for the amount of the Special Dividend (which will be a maximum of
approximately $2.7 million) is expected to be funded from a
combination of operating cash flow and drawing on Royal
Wolf’s existing banking facilities.


 

 


8.3 Date
for determining holders of Royal Wolf Shares

 


For the
purposes of section 633 of the Corporations Act, the date for
determining the people to whom information is to be sent under
items 6 and 12 of subsection 633(1) is the Register
Date.

 

 


8.4 Consents

 


This
Bidder’s Statement contains statements made by, or statements
said to be based on statements made by Link Market Services
Limited. Link Market Services Limited has consented to the
inclusion of:

 




●

each statement it
has made; and





 




●

each statement
which is said to be based on a statement it has made,





 


in the
form and context in which the statements appear and it has not
withdrawn that consent prior to the lodgement of this
Bidder’s Statement with ASIC.

 


This
Bidder’s Statement may include statements which are made in,
or based on statements made in, documents lodged with ASIC or given
to ASX. Under the terms of ASIC Class Order 13/521, the parties
making those statements are not required to consent to, and have
not consented to, inclusion of those statements in this
Bidder’s Statement.

 


In
addition, GFN has relied on ASIC Class Order 13/520 which modifies
section 609 of the Corporations Act to provide that GFN will not
acquire a relevant interest in any Royal Wolf Shares merely as a
result of Royal Wolf Shareholders giving Acceptance Instructions in
respect of their Royal Wolf Shares through the Institutional
Acceptance Facility.

 


Any
Royal Wolf Shareholder who would like to receive a copy of any of
those documents, or the relevant parts of the documents containing
the statements, may obtain a copy (free of charge) during the Offer
Period by writing to Link Market Services Limited at the address
referred to on the Acceptance Form.

 


In
addition, as permitted by ASIC Corporations (Consents to
Statements) Instrument 2016/72 (Corporations Instrument 2016/72), this
Bidder’s Statement may include or be accompanied by certain
statements:

 




●

which fairly
represent what purports to be a statement by an official person;
or





 




●

which are a correct
and fair copy of, or extract from, what purports to be a public
official document; or





 




●

which are a correct
and fair copy of, or extract from, a statement which has already
been published in a book, journal or comparable document;
or





 




●

from a public
official document or a published book, journal or comparable
publication.





 


In
addition, as permitted by Corporations Instrument 2016/72, this
Bidder’s Statement contains trading data sourced from
Bloomberg and IRESS provided without their consent.

 

 


8.5 Other
material information

 


Except
as disclosed elsewhere in this Bidder’s Statement, there is
no other information that is:

 




●

material to the
making of a decision by a Royal Wolf Shareholder whether or not to
accept the Offer; and





 




●

known to
GFN,





 


which
has not previously been disclosed to Royal Wolf
Shareholders.

 


 

 


 




 








 





 


9 The terms and conditions
of the Offer

 

 


9.1 Offer

 

 




(a)

GFN offers to
acquire all of Your Royal Wolf Shares on and subject to the terms
and conditions set out in this section 9 of this Bidder’s
Statement.





 


The
consideration under the Offer is $1.83 per Royal Wolf Share
(reduced by the cash amount of any Special Dividend
paid).

 


Any
entitlement to payment of less than 1 cent will be rounded up if
$0.005 and above but will otherwise be rounded down.

 




(b)

By accepting this
Offer, you undertake to transfer to GFN not only the Royal Wolf
Shares to which the Offer relates, but also all Rights attached to
those Royal Wolf Shares (see section 9.6(b)(5) and section 9.7(c)).





 




(c)

This Offer is being
made to each person registered as the holder of Royal Wolf Shares
in the register of Royal Wolf Shareholders at 7.00pm (Sydney time)
on the Register Date. It also extends to:





 




(i)

holders of
securities that come to be holders of Royal Wolf Shares during the
period from the Register Date to the end of the Offer Period due to
the conversion of, or exercise of rights conferred by, such
securities and which are on issue as at the Register Date;
and





 




(ii)

any person who
becomes registered, or entitled to be registered, as the holder of
Your Royal Wolf Shares during the Offer Period.





 




(d)

If, at the time
the Offer is made to you, or at any time during the Offer Period,
another person is, or is entitled to be, registered as the holder
of some or all of Your Royal Wolf Shares to which this Offer
relates:





 




(i)

a corresponding
offer on the same terms and conditions as this Offer will be deemed
to have been made to that other person in respect of those Royal
Wolf Shares;





 




(ii)

a corresponding
offer on the same terms and conditions as this Offer will be deemed
to have been made to you in respect of any other Royal Wolf Shares
you hold to which the Offer relates; and





 




(iii)

this Offer will be
deemed to have been withdrawn immediately at that
time.





 




(e)

If at any time
during the Offer Period you are registered or entitled to be
registered as the holder of one or more parcels of Royal Wolf
Shares as trustee or nominee for, or otherwise on account of,
another person, you may accept as if a separate and distinct offer
on the same terms and conditions as this Offer had been made in
relation to each of those parcels and any parcel you hold in your
own right. To validly accept the Offer for each parcel, you must
comply with the procedure in subsection 653B(3) of the
Corporations Act. If, for the purposes of complying with that
procedure, you require additional copies of this Bidder’s
Statement and/or the Acceptance Form, or if you have any questions
or queries on the Offer or how to fill out the Acceptance Form,
please call the Takeover Offer Information Line on 1300 730 659,
or, if calling from outside of Australia, please call +61 1300 730
659.





 




(f)

If Your Royal Wolf
Shares are registered in the name of a broker, investment dealer,
bank, trust company or other nominee you should contact that
nominee for assistance in accepting the Offer.





 




(g)

The Offer is dated
19 July 2017.





 

 


9.2 Offer
Period

 

 




(a)

Unless withdrawn,
the Offer will remain open for acceptance during the period
commencing on the date of this Offer (being 24 July 2017) and
ending at 7.00pm (Sydney time) on the later of:





 




(i)

25 August 2017;
or





 




(ii)

any date to which
the Offer Period is extended.





 




(b)

GFN reserves the
right, exercisable in its sole discretion, to extend the Offer
Period in accordance with the Corporations Act. GFN has also agreed
in the Takeover Bid Implementation Agreement to keep the Offer open
until 25 August 2017.





 




(c)

If, within the last
seven days of the Offer Period, the Offer is varied to improve
the consideration offered, then the Offer Period will be
automatically extended so that it ends 14 days after the
relevant event in accordance with section 624(2) of the
Corporations Act.





 

 


9.3 How to accept this
Offer

 

 




(a)

General





 




(i)

Subject to
section 9.1(d) and
section 9.1(e), you may accept
this Offer only for all
of Your Royal Wolf Shares.





 




(ii)

You may accept this
Offer at any time during the Offer Period.





 




(b)

Shares held in your name on
Royal Wolf’s issuer sponsored subregister (your SRN starts
with an “I”)





 


To
accept this Offer for Royal Wolf Shares held in your name on Royal
Wolf’s issuer sponsored sub-register (in which case your SRN
will commence with “I”), you must:

 




(i)

complete and sign
the Acceptance Form in accordance with the terms of this Offer and
the instructions on the Acceptance Form; and





 




(ii)

ensure that the
Acceptance Form (including any documents required by the terms of
this Offer and the instructions on the Acceptance Form) is received
before the end of the Offer Period, at the address shown on the
Acceptance Form.





 




(c)

Shares held in your name in a
CHESS Holding (your HIN starts with an
“X”)





 




(i)

To accept this
Offer for Shares held in a CHESS Holding (in which case your HIN
will commence with “X”) you should:





 




A.

instruct your
Controlling Participant (this is normally your broker) to initiate
acceptance of this Offer on your behalf in accordance with
Rule 14.14 of the ASX Settlement Operating Rules before the
end of the Offer Period; or





 




B.

if you are a
Participant, initiate acceptance of this Offer in accordance with
rule 14.14 of the ASX Settlement Operating Rules before the
end of the Offer Period.





 




(ii)

Alternatively, to
accept this Offer for Royal Wolf Shares held in your name in a
CHESS Holding (in which case your HIN will commence with
“X”), you may sign and complete the Acceptance Form in
accordance with the terms of this Offer and the instructions on the
Acceptance Form and ensure that it (including any documents
required by the terms of this Offer and the instructions on the
Acceptance Form) is received before the end of the Offer Period, at
the address shown on the Acceptance Form in sufficient time for it
to be acted upon by your Controlling Participant.





 




(iii)

You must comply
with any other applicable ASX Settlement Operating
Rules.





 




(d)

Shares of which you are
entitled to be registered as holder





 


To
accept this Offer for Royal Wolf Shares which are not held in your
name, but of which you are entitled to be registered as holder, you
must:

 




(i)

complete and sign
the Acceptance Form in accordance with the terms of this Offer and
the instructions on the Acceptance Form; and





 




(ii)

ensure that the
Acceptance Form (including any documents required by the terms of
this Offer and the instructions on the Acceptance Form) is received
before the end of the Offer Period, the address shown on the
Acceptance Form.





 




(e)

Acceptance Form and other
documents





 




(i)

The Acceptance Form
forms part of the Offer.





 




(ii)

If your Acceptance
Form (including any documents required by the terms of this Offer
and the instructions on the Acceptance Form) is returned by post,
for your acceptance to be valid you must ensure that they are
posted or delivered in sufficient time for them to be received by
GFN at the address shown on the Acceptance Form before the end of
the Offer Period.





 




(iii)

When using the
Acceptance Form to accept this Offer in respect of Shares in a
CHESS Holding, you must ensure that the Acceptance Form (and any
documents required by the terms of this Offer and the instructions
on the Acceptance Form) are received by GFN in time for GFN to
instruct your Controlling Participant to initiate acceptance of
this Offer on your behalf in accordance with Rule 14.14 of the
ASX Settlement Operating Rules before the end of the Offer
Period.





 




(iv)

The postage and
transmission of the Acceptance Form and other documents is at your
own risk.





 

 


9.4 Institutional Acceptance
Facility

 


The
Institutional Acceptance Facility will operate in the following
way:

 

 




(a)

Eligible
Shareholders may lodge acceptance instructions with the Facility
Operator in the form of:





 




(i)

Acceptance Forms;
and/or





 




(ii)

Custodian
Directions,





 


(referred to as
Acceptance Instructions)
thereby demonstrating their intention to accept the
Offer.

 




(b)

The Facility
Operator will hold the Acceptance Instructions as acceptance
facility collection agent only and will not acquire a relevant
interest in any of the Royal Wolf Shares the subject of Acceptance
Instructions.





 




(c)

The Facility
Operator must deliver:





 




(i)

the Acceptance
Forms in accordance with the instructions on the relevant
Acceptance Forms; and





 




(ii)

the Custodian
Directors to the relevant custodians,





 


immediately after
the Facility Operator receives the Confirmation Notice from
GFN.

 




(d)

Eligible
Shareholders are able to withdraw their Acceptance Instructions at
any time prior to the Facility Operator receiving the Confirmation
Notice from GFN. Until the Facility Operator receives the
Confirmation Notice from GFN, Eligible Shareholders will retain all
rights in relation to their Royal Wolf Shares.





 




(e)

A copy of the
appointment of the Facility Operator (including the terms of the
appointment and the form of the Custodian Direction) will be
provided to Eligible Shareholders and may also be requested from
the Facility Operator by email to
capitalmarkets@linkmarketservices.com.au or phone +61 1800 992
793.





 

 


9.5 Validity
of acceptances

 

 




(a)

Subject to this
section 9.4, your acceptance of
the Offer will not be valid unless it is made in accordance with
the procedures set out in section 9.3.





 




(b)

GFN will determine,
in its sole discretion, all questions as to the form of documents,
eligibility to accept the Offer and time of receipt of an
acceptance of the Offer. GFN is not required to communicate with
you prior to or after making this determination. The determination
of GFN will be final and binding on all parties.





 




(c)

Notwithstanding
section 9.3(b), 9.3(c), 9.3(d)
and 9.3(e), GFN may, in its sole
discretion, at any time and without further communication to you,
deem any Acceptance Form it receives to be a valid acceptance in
respect of Your Royal Wolf Shares, even if a requirement for
acceptance has not been complied with but the payment of the
consideration in accordance with the Offer may be delayed until any
irregularity has been resolved or waived and any other documents
required to procure registration have been received by
GFN.





 




(d)

Where you have
satisfied the requirements for acceptance in respect of only some
of Your Royal Wolf Shares, GFN may, in its sole discretion, regard
the Offer to be accepted in respect of those of Your Royal Wolf
Shares but not the remainder.





 




(e)

GFN will pay the
consideration to you in accordance with clause 9.7, in respect of any part of an acceptance
determined by GFN to be valid.





 

 


9.6 The effect of
acceptance

 

 




(a)

Once you have
accepted this Offer, you will be unable to revoke your acceptance,
the contract resulting from your acceptance will be binding on you
and you will be unable to withdraw Your Royal Wolf Shares from the
Offer or otherwise dispose of Your Royal Wolf Shares, except as
follows:





 




(i)

if, by the end of
the Offer Period, the conditions in section 9.8 have not all been fulfilled or freed, this
Offer and the contract resulting from your acceptance will
automatically terminate and Your Royal Wolf Shares will be returned to you;
or





 




(ii)

if the Offer Period
is extended for more than one month and the obligations of GFN to
pay the consideration are postponed for more than one month and, at
the time, this Offer is subject the conditions in
section 9.8, you may be able to
withdraw your acceptance and Your Royal Wolf Shares in accordance
with section 650E of the Corporations Act. A notice will be
sent to you at the time explaining your rights in this
regard.





 




(b)

By signing and
returning the Acceptance Form, or otherwise accepting this Offer
pursuant to section 9.3, you will
be deemed to have:





 




(i)

accepted this Offer
(and any variation of it) in respect of, and, subject to the
conditions to this Offer in section 9.8 being fulfilled or freed, agreed to
transfer to GFN, Your Royal Wolf Shares (even if the number of
Shares specified on the Acceptance Form differs from the number of
Your Royal Wolf Shares), subject to section 9.1(d) and section 9.1(e);





 




(ii)

represented and
warranted to GFN, as a fundamental condition going to the root of
the contract resulting from your acceptance, that at the time of
acceptance, and the time the transfer of Your Royal Wolf Shares
(including any Rights) to GFN is registered, that all Your Royal
Wolf Shares are and will be free from all mortgages, charges,
liens, encumbrances and adverse interests of any nature (whether
legal or otherwise) and free from restrictions on transfer of any
nature (whether legal or otherwise), that you have full power and
capacity to accept this Offer and to sell and transfer the legal
and beneficial ownership in Your Royal Wolf Shares (including any
Rights) to GFN, and that you have paid to Royal Wolf all amounts
which at the time of acceptance have fallen due for payment to
Royal Wolf in respect of Your Royal Wolf Shares;





 




(iii)

irrevocably
authorised GFN (and any director, secretary, nominee or agent of
GFN) to alter the Acceptance Form on your behalf by inserting
correct details relating to Your Royal Wolf Shares, filling in any
blanks remaining on the form and rectifying any errors or omissions
as may be considered necessary by GFN to make it an effective
acceptance of this Offer or to enable registration of Your Royal
Wolf Shares in the name of GFN;





 




(iv)

if you signed the
Acceptance Form in respect of Royal Wolf Shares which are held in a
CHESS Holding, irrevocably authorised GFN (or any director,
secretary, nominee or agent of GFN) to:





 




A.

instruct your
Controlling Participant to initiate acceptance of this Offer in
respect of Your Royal Wolf Shares in accordance with
Rule 14.14 of the ASX Settlement Operating Rules;
and





 




B.

give any other
instructions in relation to Your Royal Wolf Shares to your
Controlling Participant, as determined by GFN acting in its own
interests as a beneficial owner and intended registered holder of
those Royal Wolf Shares;





 




(v)

irrevocably
authorised and directed Royal Wolf to pay to GFN, or to account to
GFN for, all Rights in respect of Your Royal Wolf Shares, subject,
if this Offer is withdrawn, to GFN accounting to you for any such
Rights received by GFN;





 




(vi)

irrevocably
authorised GFN to notify Royal Wolf on your behalf that your place
of address for the purpose of serving notices upon you in respect
of Your Royal Wolf Shares is the address specified by GFN in the
notification;





 




(vii)

with effect from
the time and date on which the conditions to this Offer in
section 9.8 have been fulfilled
or freed:





 




A.

irrevocably
appointed GFN (and any director, secretary or nominee of GFN)
severally from time to time as your true and lawful attorney to
exercise all your powers and rights in relation to Your Royal Wolf
Shares, including (without limitation) powers and rights to
requisition, convene, attend and vote in person, by proxy or by
body corporate representative, at all general meetings and all
court-convened meetings of Royal Wolf and to request Royal Wolf to
register, in the name of GFN or its nominee, Your Royal Wolf
Shares, as appropriate, with full power of substitution (such power
of attorney, being coupled with an interest, being irrevocable);
and





 




B.

agreed not to
attend or vote in person, by proxy or by body corporate
representative at any general meeting or any court-convened meeting
of Royal Wolf or to exercise or purport to exercise any of the
powers and rights conferred on GFN (and its directors, secretaries
and nominees) in section 9.6(b)(7)(A);





 




(viii)

agreed that in
exercising the powers and rights conferred by the powers of
attorney granted under section 9.6(b)(7)(A), the attorney will be entitled to
act in the interests of GFN as the beneficial owner and intended
registered holder of Your Royal Wolf Shares;





 




(ix)

agreed to do all
such acts, matters and things that GFN may require to give effect
to the matters the subject of this section 9.6(b) (including the execution of a written form
of proxy to the same effect as this section 9.6(b) which complies in all respects with the
requirements of the constitution of Royal Wolf) if requested by
GFN;





 




(x)

agreed to indemnify
GFN in respect of any claim or action against it or any loss,
damage or liability whatsoever incurred by it as a result of you
not producing your Holder Identification Number or SRN or in
consequence of the transfer of Your Royal Wolf Shares to GFN being
registered by Royal Wolf without production of your Holder
Identification Number or your SRN for Your Royal Wolf
Shares;





 




(xi)

represented and
warranted to GFN that, unless you have notified it in accordance
with section 9.1(e), Your Royal
Wolf Shares do not consist of separate parcels of Royal Wolf
Shares;





 




(xii)

irrevocably
authorised GFN (and any nominee) to transmit a message in
accordance with Rule 14.17 of the ASX Settlement Operating
Rules to transfer Your Royal Wolf Shares to GFN’s Takeover
Transferee Holding, regardless of whether it has paid the
consideration due to you under this Offer; and





 




(xiii)

agreed, subject to
the conditions of this Offer in section 9.8 being fulfilled or freed, to execute all
such documents, transfers and assurances, and do all such acts,
matters and things that GFN may consider necessary or desirable to
convey Your Royal Wolf Shares registered in your name and Rights to
GFN.





 




(c)

The undertakings
and authorities referred to in section 9.6(b) will remain in force after you receive the
consideration for Your Royal Wolf Shares and after GFN becomes
registered as the holder of Your Royal Wolf Shares.





 

 


9.7 Payment of
consideration

 

 




(a)

Subject to
sections 9.5(b) and 9.7 and the Corporations Act, GFN will pay the
consideration due to you for Your Royal Wolf Shares on or before
the earlier of:





 




(i)

1 month after
the date of your acceptance or, if this Offer is subject to a
defeating condition when you accept this Offer, within 1 month
after this Offer becomes unconditional; and





 




(ii)

21 days after
the end of the Offer Period.





 




(b)

Where the
Acceptance Form requires an additional document to be delivered
with your Acceptance Form (such as a power of
attorney):





 




(i)

if that document is
given with your Acceptance Form, GFN will pay the consideration in
accordance with section 9.7(a);





 




(ii)

if that document is
given after your Acceptance Form and before the end of the Offer
Period while this Offer is subject to a defeating condition, GFN
will provide the consideration due to you on or before the earlier
of:





 




A.

1 month after
this Offer becomes unconditional; and





 




B.

21 days after
the end of the Offer Period;





 




(iii)

if that document is
given after your Acceptance Form and before the end of the Offer
Period while this Offer is not subject to a defeating condition,
GFN will pay the consideration due to you on or before the earlier
of:





 




A.

1 month after
that document is given; and





 




B.

21 days after
the end of the Offer Period; and





 




(iv)

if that document is
given after the end of the Offer Period, and the Offer is not
subject to a defeating condition, GFN will pay the consideration
within 21 days after that document is given.





 




(c)

If you accept
this Offer, GFN is entitled to all Rights in respect of Your Royal
Wolf Shares. GFN may require you to provide all documents necessary
to vest title to those Rights in GFN, or otherwise to give it the
benefit or value of those Rights. If you do not give those
documents to GFN, or if you have received the benefit of those
Rights, GFN will deduct from the consideration otherwise due to you
the amount (or value, as reasonably assessed by GFN) of those
Rights.





 




(d)

If the Special
Dividend is paid, Royal Wolf will allow you to keep the Special
Dividend and will deduct from the consideration otherwise due to
you the cash amount of the Special Dividend with no other
adjustment for the value of any franking credits attributable to
the Special Dividend. Payment of any cash amount to which you are
entitled under the Offer will be paid to you by cheque in
Australian currency. Cheques will be posted to you at your risk by
ordinary mail (or in the case of overseas shareholders, by airmail)
at the address last provided to GFN by Royal Wolf.





 




(e)

If at the time you
accept the Offer any of the following:





 




(i)

Banking (Foreign)
Exchange Regulations 1959 (Cth);





 




(ii)

Charter of the
United Nations (Dealing with Assets) Regulations 2008
(Cth);





 




(iii)

Autonomous
Sanctions Act 2011 (Cth); or





 




(iv)

any other law of
Australia,





 


require
that an authority, clearance or approval of the Reserve Bank of
Australia, the Department of Foreign Affairs and Trade, the
Australian Taxation Office or any other government authority be
obtained before you receive any consideration for Your Royal Wolf
Shares, or would make it unlawful for GFN to provide any
consideration to you for Your Royal Wolf Shares, you will not be
entitled to receive any consideration for Your Royal Wolf
Shares until all
requisite authorities, clearances or approvals have been received
by GFN.

 




(f)

The Offer
consideration you are paid will be reduced by the amount or value
of any Rights attaching to Your Royal Wolf Shares, on or after the
Announcement Date, which GFN does not receive.





 

 


9.8 Conditions of this
Offer

 


Subject
to section 9.9, the completion of this
Offer, and any contract that results from an acceptance of this
Offer, are subject to the fulfilment of the conditions set out
below:

 



[Note
to GFN: Amendments made to conditions (a) – (h) are for
consistency with current draft of the BIA.]

 

 




(a)

Minimum
acceptance





 


At the
end of the Offer Period, GFN has:

 




(i)

received valid
acceptances in respect of at least 75.0% (by number) of the
Non-Associated Shares; and





 




(ii)

a Relevant Interest
in at least 90.0% (by number) of all Royal Wolf
Shares.





 




(b)

No
other outstanding securities





 


At the
end of the Offer Period, there are no securities on issue in Royal
Wolf other than 100,387,052 Royal Wolf Shares and there are no
outstanding offers, agreements or rights to be issued with Royal
Wolf Shares or other securities. At the completion of the Offer,
all rights outstanding under all long-term incentive plans of Royal
Wolf will be terminated.


 




(c)

No
Prescribed Occurrences





 


There
are no Prescribed Occurrences during the Offer Period.


 




(d)

No
regulatory action





 


During
the Offer Period:


 




(i)

there is not in
effect any preliminary or final decision, order or decree issued by
a Government Agency;





 




(ii)

no action or
investigation is announced, commenced or threatened by any
Government Agency; and





 




(iii)

no application is
made to any Government Agency (other than by Bidder),





 


in
consequence of, or in connection with, the Offer (other than an
application to, or a decision or order of, ASIC or the Takeovers
Panel in the exercise of powers and discretions conferred by the
Corporations Act), which:


 




(1)

restrains,
prohibits or impedes (or if granted or made could restrain,
prohibit or impede), or otherwise materially adversely impacts
upon:





 




A.

the making of the
Offer to Royal Wolf Shareholders or the completion of any
transaction contemplated by the Offer; or





 




B.

the rights of GFN
in respect of Royal Wolf or Royal Wolf Shares; or





 




(iv)

requires the
divestiture by GFN of any Royal Wolf Shares or the divestiture of
any assets of the Royal Wolf Group.





 




(e)

Acquisitions,
disposals and capex





 


During
the Offer Period, except for Permitted Actions, no Royal Wolf Group
Member:


 




(i)

except for
purchases of assets in the ordinary course, acquires or agrees to
acquire any assets, properties or businesses, or incurs, agrees to
incur or enters into a commitment or a series of commitments
involving capital expenditure by the Royal Wolf Group, whether in
one or more transactions, where the amounts or value involved in
such transaction, transactions, commitments or series of
commitments exceeds $100,000 in aggregate; or





 




(ii)

except for sales of
assets in the ordinary course of business, disposes of, or agrees
to dispose of, or creates or agrees to create an equity interest in
respect of any assets (including, without limitation, under any
off-take or similar agreement), properties or businesses, whether
in one transaction or a number of such transactions, where the
amount or value involved in such transaction or transactions
exceeds $100,000 in aggregate.





 




(f)

No material adverse change in
the Royal Wolf Group





 


During
the Offer Period, no event, change, condition, matter or thing
(each an Event) occurs, is
disclosed or announced or becomes known to GFN (in each case where
not known to GFN or General Finance Corporation prior to execution
of this Bidder’s Statement) which has had, will have or is
reasonably likely to have (whether individually or when aggregated
with one or more other Events) a material adverse effect on the
assets, liabilities, financial or trading position, performance,
profitability or prospects of the Royal Wolf Group (taken as a
whole) unless (a) arising as a result of any generally applicable
change in law or governmental policy); (b) arising in relation to
any Permitted Action; (c) relating to the state of securities
markets in general; (d) arising in relation to an impairment,
provisioning or write-off of existing assets that does not have an
impact on Royal Wolf’s cashflow; or (e) resulting from any
changes in the shipping container industry in general. Without
limitation to the foregoing, such an effect will be caused
by:




(i)

a:





 




A.

diminution in the
value of the consolidated net assets of the Royal Wolf Group (taken
as a whole) of at least $10,000,000 against what it could have
reasonably been expected to have been but for the relevant Event;
or





 




B.

a decrease in the
guidance floor to shareholders of Royal Wolf in earnings before
interest, tax, depreciation and amortisation of the Royal Wolf
Group (taken as whole) of $2,500,000 or more.





 




(g)

No
dividends or distributions





 


During
the Offer Period, Royal Wolf does not announce, make, declare or
pay any distribution (whether by way of dividend, capital reduction
or otherwise and whether in cash or in specie), other than the
Special Dividend, or agree to do any of the foregoing.


 




(h)

Index





 


Before
the end of the Offer Period the ASX All Ordinaries Index does not
close below 4,000 on 5 consecutive Business Days.



[Note
to GFN: The following two conditions have been included to align
with the Bison SPA.]




(i)

Market





 


Before
the end of the Offer Period, no material adverse change, as
reasonably determined by Bison, in the financial or capital markets
generally, or in the markets for subordinate debt or warrants or
other equity securities in each case that has caused or could
reasonably be expected to adversely impact on Bison’s
investment in the Notes.

 




(j)

No
Bidder Material Adverse Change





 


Before
the end of the Offer Period, no Bidder Material Adverse Change has
occurred with respect to any member of the GFN Group.

 

 


9.9 Nature and benefit of
the condition

 

 




(a)

The conditions in
section 9.8, are conditions
subsequent. The non-fulfilment of the conditions subsequent does
not, until the end of the Offer Period, prevent a contract to sell
Your Royal Wolf Shares from arising, but entitles GFN by written
notice to you, to rescind the contract resulting from your
acceptance of this Offer.





 




(b)

Subject to the
Corporations Act, GFN alone is entitled to the benefit of each
condition in section 9.8, or to rely
on any non-fulfilment of any of them.





 




(c)

Each condition in
section 9.8 is a separate, several and
distinct condition. No condition will be taken to limit the meaning
or effect of any other condition.





 

 


9.10 Notice
on status of the conditions

 


The
date for giving the notice on the status of the conditions required
by subsection 630(1) of the Corporations Act is 25 August 2017
(subject to extension in accordance with subsection 630(2) if
the Offer Period is extended).

 

 


9.11 Freeing
the Offer of conditions

 

 




(a)

GFN may free this
Offer, and any contract resulting from its acceptance, from all or
any of the conditions in section 9.8,
either generally or by reference to a particular fact, matter,
event, occurrence or circumstance (or class thereof), by giving a
notice to Royal Wolf and to ASX declaring this Offer to be free
from the relevant condition or conditions specified, in accordance
with section 650F of the Corporations Act. This notice may be given
not less than 7 days before the end of the Offer
Period.





 




(b)

If, at the end of
the Offer Period, the conditions in section 9.8 have not been fulfilled and GFN has not
declared the Offer (or it has not become) free from those
conditions, all contracts resulting from the acceptance of the
Offer will be automatically void.





 

 


9.12 Withdrawal of this
Offer

 

 




(a)

This Offer may be
withdrawn with the consent in writing of ASIC (subject to the
Takeover Bid Implementation Agreement), which consent may be
subject to conditions. If ASIC gives such consent, GFN will give
notice of the withdrawal to ASX and to Royal Wolf and will comply
with any other conditions imposed by ASIC.





 




(b)

If, at the time
this Offer is withdrawn, the conditions in section 9.8 have been freed or satisfied, all
contracts arising from acceptance of the Offer before it was
withdrawn will remain enforceable.





 




(c)

If, at the time
this Offer is withdrawn, the Offer remains subject to the
conditions in section 9.8, all
contracts arising from its acceptance will become void (whether or
not the events referred to in the conditions have
occurred).





 




(d)

A withdrawal
pursuant to section 9.12 will be deemed
to take effect:





 




(i)

if the withdrawal
is not subject to conditions imposed by ASIC, on and after the date
on which that consent in writing is given by ASIC; or





 




(ii)

if the withdrawal
is subject to conditions imposed by ASIC, on and after the date on
which those conditions are satisfied.





 

 


9.13 Variation
of this Offer

 


GFN may
vary this Offer in accordance with the Corporations Act (subject to
the Takeover Bid Implementation Agreement).

 

 


9.14 No
stamp duty or brokerage

 

 




(a)

GFN will pay any
stamp duty on the transfer of Your Royal Wolf Shares to
it.





 




(b)

As long as Your
Royal Wolf Shares are registered in your name in an Issuer
Sponsored Holding and you deliver them directly to GFN, you will
not incur any brokerage charges in connection with your acceptance
of this Offer.





 

 


9.15 Governing
laws

 


This
Offer and any contract that results from your acceptance of it are
to be governed by the laws in force in New South Wales,
Australia.

 




 








 






 

 

 


10 Definitions and
interpretation

 

 


10.1 Definitions

 


In this
Bidder’s Statement and in the Acceptance Form unless the
context otherwise appears, the following terms have the meanings
shown below:

 


	


Acceptance Form


 

	

the
acceptance form enclosed with this Bidder’s
Statement.


 


	


Acceptance Instructions


 

	

Means
the Acceptance Forms and/or Custodian Directions lodged with the
Facility Operator by Eligible Shareholders as referred to in
Section 9.4.


 


	


Announcement Date


 

	

12 July
2017, being the date of the announcement of the Offer.


 


	


ASIC


 

	

Australian
Securities and Investments Commission.


 


	


Associate


 

	

has the
meaning given in the Corporations Act.


 


	


ASX


 

	

ASX
Limited or the Australian Securities Exchange operated by ASX
Limited, as the context requires.


 


	


ASX Settlement


 

	

ASX
Settlement Pty Ltd (ABN 49 008 504 532).


 


	


ASX Settlement Operating Rules


 

	

the
operating rules of ASX Settlement.


 


	


ATO


 

	

Australian
Taxation Office.


 


	


Bidder Material Adverse Change


 

	

a
material adverse change in, as the case may be:

● the business,
assets, financial condition and properties of a member of the GFN
Group; or

 

● the ability of any
member of the GFN Group to perform its obligations under the Debt
Financing Documentation,

 


provided
that the occurrence of any default, event of default, acceleration
of payment, increase in interest or other payment, late charge or
other penalty under any indebtedness of a member of the GFN Group
shall constitute a “Material Adverse Change” with
respect to GFN (US) and its Subsidiaries, individually and taken as
a whole.


 


	


Bidder’s Statement


 

	

this
document, being the statement of GFN under Part 6.5
Division 2 of the Corporations Act relating to the
Offer.


 


	


Bison


 

	

Bison
Capital Equity Partners V, LP.


 


	


Business Day


 

	

Monday
to Friday inclusive except New Year’s Day, Good Friday,
Easter Monday, Christmas Day, Boxing Day and any other day that ASX
declares is not a business day.


 


	


CGT


 

	

capital
gains tax.


 


	


CHESS Holding


 

	

a
number of shares which are registered on the Royal Wolf Share
register being a register administered by the ASX and which records
uncertificated holdings of Royal Wolf Shares.


 


	


Competing Transaction


 

	

when
used in section 8 has the meaning
given in the Takeover Bid Implementation Agreement.


 


	


Controlling Participant


 

	

in
relation to Your Royal Wolf Shares, has the same meaning as in the
ASX Settlement Operating Rules (normally your broker).


 


	


Corporations Act


 

	


Corporations Act 2001 (Cth).


 


	


Custodian Directions


 

	

means
directions to an Eligible Shareholder’s custodian (the form
of which will be made available to Eligible Shareholders on request
by the Facility Operator) to accept the Offer.


 


	


Debt Financing Documentation


 

	

has the
meaning given in clause 5.2.


 


	


Deutsche Bank


 

	

Deutsche
Bank AG, Sydney Branch.


 


	


Eligible Shareholder


 

	

a Royal
Wolf Shareholders who is a professional investor (as defined in
section 9 of the Corporations Act) that holds or beneficially owns
at least [insert]
Royal Wolf Shares with an aggregate value of at least
A$[500,000],
assuming a share price of A$[insert]
per Royal Wolf Share.


 


	


Exclusivity Period


 

	

the
earlier of termination of the Takeover Bid Implementation Agreement
and the closing date of the Offer


 


	


Event


 

	

has the
meaning given in clause 9.8(f).


 


	


Facility Operator


 

	

the
operator of the Institutional Acceptance Facility, being Pacific
Custodians Pty Limited.


 


	


FIRB


 

	

Foreign
Investment Review Board.


 


	


GFN


 

	

GFN
Asia Pacific Holdings Pty Ltd (ACN 620 127 791).


 


	


GFN (US)


 

	

GFN
U.S. Australasia Holdings, Inc.


 


	


GFN Finance


 

	

GFN
Asia Pacific Finance Pty Ltd (ACN 620 128 001)


	


GFN Group


 

	

General
Finance, GFN (US), GFN and GFN Finance, and any entity which is a
“Guarantor” or an “Additional Guarantor”
(as those terms are defined in the Debt Financing Documentation)
under the Debt Financing Documentation.


	


General Finance


 

	

General
Finance Corporation.


 


	


Government Agency


 

	

a
government or governmental, semi-governmental, administrative,
fiscal or judicial body, department, commission, authority,
tribunal, agency or entity whether foreign, federal, state,
territorial or local in Australia, including (without limitation)
any self-regulatory organisation established under a . statute or
otherwise discharging substantially public or regulatory functions,
and in particular, ASX, ASIC and any federal or state based gaming
authority.


 


	


GST


 

	

goods
and services tax.


 


	


HIN


 

	

has the
same meaning as in the ASX Settlement Operating Rules.


 


	


Independent Directors


 

	

Daryl
Corsie, Peter Dexter and Peter Housden.


 


	


Independent Expert


 

	

Deloitte
Corporate Finance Australia Pty Ltd


 


	


Institutional Acceptance Facility


 

	

the
institutional acceptance facility established by GFN and open to
Eligible Shareholders.


 


	


Issuer Sponsored Holding


 

	

a
holding of Royal Wolf Shares on the Royal Wolf issuer sponsored
subregister.


 


	


Listing Rules


 

	

the
Official Listing Rules of ASX, as amended and waived by ASX from
time to time.


 


	


Non-Associated Shares


 

	

all
Royal Wolf Shares except those Royal Wolf Shares in which GFN and
its Associates have a Relevant Interest at the beginning of the
Offer Period.


 


	


Notes


 

	

senior
and convertible notes which may be sold by GFN’s affiliates
to Bison.


 


	


Offer


 

	

the
offer for Royal Wolf Shares under the terms and conditions
contained in section 9 of this
Bidder’s Statement.


 


	


Offer Period


 

	

the
period during which the Offer will remain open for acceptance in
accordance with section 9.2 of this
Bidder’s Statement.


 


	


Offer Price


 

	

$1.83
per Royal Wolf Share, which to the extent that the Special Dividend
is paid, will be reduced by the cash amount of the Special
Dividend.


 


	


Participant


 

	

an
entity admitted to participate in the Clearing House Electronic
Sub-register system under Rule 4.3.1 and 4.4.1 of the ASX
Settlement Operating Rules.


 


	


Permitted Action


 

	

When
defined in section 8, has the meaning
given in the Takeover Bid Implementation Agreement.


 


	


Prescribed Occurrence


 

	

when
defined in section 8, has the meaning
given in the Takeover Bid Implementation Agreement.


 


	


Performance Rights


 

	

rights
under Royal Wolf’s long term incentive plan.


 


	


Register Date


 

	

the
date set by GFN under subsection 633(2) of the Corporations
Act, being 7:00pm (Sydney time) [          ]
2017.


 


	


Related Body Corporate


 

	

has the
meaning it has in the Corporations Act.


 


	


Relevant Interest


 

	

has the
meaning given in the Corporations Act.


 


	


Rights


 

	

all
accreditations, rights or benefits of whatever kind attaching or
arising from Royal Wolf Shares directly or indirectly at or after
the Announcement Date (including, but not limited to, all dividends
and all rights to receive them or rights to receive or subscribe
for shares, notes, bonds, options or other securities declared,
paid or issued by Royal Wolf or any of its subsidiaries). To avoid
doubt, Rights do not include the Special Dividend or any franking
credits in respect of the Special Dividend.


 


	


Royal Wolf


 

	

Royal
Wolf Holdings Limited ACN 121 226 793.


 


	


Royal Wolf Group


 

	

Royal
Wolf and its subsidiaries.


 


	


Royal Wolf Group Member


 

	

a
member of the Royal Wolf Group.


 


	


Royal Wolf Options


 

	

options
to subscribe for Royal Wolf Shares described in section 4.2.


 


	


Royal Wolf Shareholder


 

	

a
holder of Royal Wolf Shares as at the Register Date.


 


	


Royal Wolf Share


 

	

a fully
paid ordinary share in the capital of Royal Wolf.


 


	


Special Dividend


 

	

a
special dividend of $0.0265 per Royal Wolf Share which is proposed
to be paid by Royal Wolf, that will be fully franked.


 


	


SRN


 

	

has the
same meaning as in the ASX Settlement Operating Rules.


 


	


Superior Proposal


 

	

a bona
fide transaction or proposed transaction which, if completed
substantially in accordance with its terms, would mean a person
(other than GFN or one of its Related Bodies Corporate) would
become the holder of:


(a) more
than 50% of the Royal Wolf Shares; or


(b) the
whole or substantially the whole of the business, assets and
undertakings of the Royal Wolf Group,


provided
that the Independent Directors determine, acting in good faith and
in order to satisfy what the Independent Directors consider to be
their fiduciary and statutory duties (after having taken advice
from Royal Wolf’s financial advisers), that the transaction
or proposed transaction is capable of being valued and completed,
taking into account all aspects of the transaction or proposed
transaction (including its consideration (and form of
consideration), conditions precedent and the person or persons
making it) and is superior overall for Royal Wolf Shareholders as
compared to the Offer.


 


	


Takeover Bid


 

	

the
off-market takeover bid constituted by the dispatch of the Offers
in accordance with the Corporations Act.


 


	


Takeover Bid Implementation Agreement


 

	

the
Takeover Bid Implementation Agreement between GFN and Royal Wolf
dated 11 July 2017.


 


	


Target’s Statement


 

	

the
statement of Royal Wolf (including attachments) made by Royal Wolf
under Part 6.5 Division 3 of the Corporations Act.


 


	


Total Consideration


 

	

has the
meaning given to it in section 5.1.


 


	


Voting Power


 

	

has the
meaning it has in the Corporations Act.


 


	


Your Royal Wolf Shares


 

	

subject
to section 9.1(d) and section 9.1(e), the Royal Wolf Shares:


(a) in respect
of which you are registered, or entitled to be registered, as
holder in the register of shareholders of Royal Wolf at 7.00pm
(Sydney time) on the Register Date; or


(b) to which
you are able to give good title at the time you accept this Offer
during the Offer Period.


 






 


10.2 Interpretation

 


In this
Bidder’s Statement and in the Acceptance Form, unless the
context otherwise appears:

 




(i)

words and phrases
have the same meaning (if any) given to them in the Corporations
Act;





 




(ii)

words importing a
gender include any gender;





 




(iii)

words importing the
singular include the plural and vice versa;





 




(iv)

an expression
importing a natural person includes any company, partnership, joint
venture, association, corporation or other body corporate and vice
versa;





 




(v)

a reference to a
clause, section, annexure and schedule is a reference to a clause
or section of and an annexure and schedule to this Bidder’s
Statement as relevant;





 




(vi)

a reference to any
statute, regulation, proclamation, ordinance or by-law includes all
statutes, regulations, proclamations, ordinances, or by-laws
amending, varying, consolidating or replacing it and a reference to
a statute includes all regulations, proclamations, ordinances and
by-laws issued under that statute;





 




(vii)

headings and bold
type are for convenience only and do not affect the interpretation
of this Bidder’s Statement;





 




(viii)

a reference to time
is a reference to time in Sydney, Australia;





 




(ix)

a reference to
writing includes facsimile transmissions; and





 




(x)

a reference to
dollars, $, cents, ¢ and currency is a reference to the lawful
currency of the Commonwealth of Australia.





 


 




 








 






 

 

 


11 Approval
of Bidder’s Statement

 


This
Bidder’s Statement has been approved by a resolution passed
by the directors of GFN.

 

 


Dated:
19 July 2017

 


Signed

 


for and
on behalf of GFN ASIA PACIFIC
HOLDINGS PTY LTD

 


by

 


 


 


Ronald
Valenta

 


Director

 


 


 

 



 







 





Exhibit
J



 







 





Takeover bid
implementation agreement

 

 

GFN
Asia Pacific Holdings Pty Ltd ACN 620 127 791

 

Royal
Wolf Holdings Limited ACN 121 226 793

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 





 

 






 






Contents  Page

 




1 

Defined terms and
interpretation 1





 




1.1 

Definitions in the
Dictionary 1





 




1.2 

Interpretation 1





 




2 

The Takeover
Bid 1





 




2.1 

Agreement to make
the Bid 1





 




2.2 

Recommendation and
acceptance of Offer by the Independent
Directors 2





 




2.3 

Public
announcement 2





 




2.4 

Dividend 2





 




3 

Facilitating the
Bid 2





 




3.1 

Access to
information 2





 




3.2 

Review of
Bidder’s Statement and Target’s
Statement 3





 




3.3 

Dispatch of
Bidder’s Statement 3





 




3.4 

Independent
expert 3





 




3.5 

Bidder’s
Statement and Target’s Statement3





 




3.6 

Conditions 4





 




3.7 

Regulatory
Approvals 4





 




3.8 

Certain statutory
rights not affected 5





 




3.9 

Promotion of
Offer 5





 




4 

Conduct of
business 6





 




4.1 

Conduct of
business 6





 




4.2 

Access 7





 




4.3 

Changes to Target
Board 7





 




4.4 

Deeds of indemnity
and insurance 8





 




5 

Public
announcements 9





 




6 

Exclusivity 9





 




6.1 

No existing
discussion 9





 




6.2 

No
shop 9





 




6.3 

No
talk 10





 




6.4 

No due
diligence 10





 




6.5 

Notification of
approaches 10





 




6.6 

Exceptions to no
talk and no due diligence11





 




6.7 

Matching
Right 11





 




7 

Representations and
warranties 13





 




7.1 

Target
Warranties 13





 




7.2 

Bidder
Warranties 14





 




7.3 

Indemnities 15





 




7.4 

Survival of
warranties and indemnities 16





 




7.5 

Notification 16





 




8 

Termination
rights 16





 




8.1 

Termination
events 16





 




8.2 

Effect of
termination 18





 




9 

Confidentiality 18





 




10 

Release 18





 




11 

GST 19





 




12 

Notices 20





 




13 

General 21





 

13.1 Cumulative
rights  21

 

13.2 Waiver
and variation  21

 

13.3 Approvals
and consents  21

 

13.4 Specific
performance  21

 

13.5 Effect of
agreement  21

 

13.6 Severability  21

 

13.7 Mutual
further assurances  21

 

13.8 Counterparts  22

 

13.9 Governing
law and jurisdiction  22

 

13.10 Assignment  22

 

13.11 Duty,
costs and expenses  22

 

Schedule
1 Dictionary  23

 

Schedule
2 Agreed Bid Terms  32

 

Schedule
3 Timetable  35

 

Execution
page  36

 

Attachment
A Agreed Public Announcement  37

 

 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 





Date:
July 2017

 Parties

 




1

GFN Asia Pacific Holdings Pty Ltd ACN
620 127 791 of Level
35, Tower Two, International Towers Sydney, 200 Barangaroo
Avenue, Barangaroo NSW 2000 (Bidder)





 




2

Royal Wolf Holdings Limited ACN 121 226
793 of Suite 202, Level
2, 22-28 Edgeworth David Avenue, Hornsby NSW 2077 (Target)





 

 

Background

 




A.

As at the date of
this agreement, Bidder had a relevant interest in 51,198,526 Target
Shares, representing Voting Power in the Target of approximately
51.0%.





 




B.

Bidder proposes to
make the Bid, and the Independent Directors propose to recommend
that Target Shareholders accept the Offer in respect of their
Target Shares, subject to the Independent Expert Report stating
that the Offer is fair and reasonable and in the absence of a
Superior Proposal.





 




C.

Bidder and Target
have agreed to certain matters in relation to the conduct of the
Bid, as set out in this agreement.





 

The parties
agree

 





1


 Defined terms
and interpretation





 




1.1

Definitions
in the Dictionary





 

A term or
expression starting with a capital letter:

 




(a)

 which is defined in
the dictionary in Schedule 1 (Dictionary), has the meaning given to it
in the Dictionary;





 




(b)

which is defined in
the Corporations Act, but is not defined in the Dictionary, has the
meaning given to it in the Corporations Act; and





 




(c)

which is defined in
the GST Law, but is not defined in the Dictionary or the
Corporations Act, has the meaning given to it in the GST Law in
clauses concerning GST.





 




1.2

Interpretation





 

The interpretation
clause in Schedule 1 sets out rules of interpretation for this
agreement.

 





2


The Takeover Bid





 




2.1

Agreement
to make the Bid





 




(a)

Bidder agrees to
make the Bid on the Agreed Bid Terms.





 




(b)

Bidder must make
the Offers on the Agreed Bid Terms.





 




(c)

Bidder and Target
each agree to use reasonable endeavours to implement the
Transaction in accordance with the Timetable.





 




2.2

  Recommendation and acceptance of Offer by
the Independent Directors





 

Target represents
and warrants to Bidder that:

 




(a)

 each Independent
Director recommends that the Target Shareholders accept the Offer
in respect of their Target Shares, subject to the Independent
Expert Report stating that the Offer is fair and reasonable and in
the absence of a Superior Proposal (Recommendation);





 




(b)

  each Independent
Director will not withdraw, revise, revoke or qualify, or make any
public statement inconsistent with, the Recommendation unless the
Independent Expert Report ceases to state that the Offer is fair
and reasonable (unless such cessation is due to the emergence of a
Superior Proposal in which case the following provisions will
apply) or a Superior Proposal emerges and:





 




(i)

that Superior
Proposal was not procured or obtained by Target in connection with
a breach of clause 6 of this agreement;





 




(ii)

the matching right
procedure in clause 6.7 has been fully complied with by Target;
and





 




(iii)

Target’s
legal adviser, being a national Australian law firm, gives a
written opinion to the effect that it is open to the Directors to
conclude that their fiduciary or statutory duties require them to
take the action which is proposed to be taken under this
clause 2.2;





 




(c)

each Independent
Director will accept the Offer in respect of all Target Shares held
or controlled by them no later than five Business Days before the
end of the Offer Period, subject to the Independent Expert Report
stating that the Offer is fair and reasonable and in the absence of
a Superior Proposal; and





 




(d)

each Independent
Director has confirmed to Target each of the matters set out in in
this clause 2.2.





 




2.3

Public
announcement





 

Immediately after
the execution of this agreement, Target must lodge the Agreed
Public Announcement with ASX for release to the
market.

 




2.4

Dividend





 

To avoid doubt, the
Target may announce, declare and pay the Permitted Dividend at any
time before or during the Offer Period (and the cash amount of any
dividend paid shall reduce the consideration payable under the
Offers).

 





3


Facilitating the Bid





 




3.1

Access
to information





 




(a)

Each party agrees
to provide the other party, on a timely basis, with assistance and
information that may be reasonably requested to assist in the
preparation of the Bidder’s Statement or the Target’s
Statement (as applicable).





 




(b)

Target agrees to
provide to Bidder on the Business Day after the date of this
agreement and on each reasonable request thereafter until the end
of the Offer Period, at no cost to Bidder, such information about
Target Shareholders as reasonably requested by Bidder to make the
Offers and solicit acceptances, including the Register and any
updates to it.





 




3.2

Review
of Bidder’s Statement and Target’s
Statement





 




(a)

Bidder agrees to
give Target a reasonable opportunity to review an advanced draft of
the Bidder’s Statement and will consult in good faith with
Target with respect to any comments Target may have, which comments
Target agrees to provide as promptly as possible. If requested in
writing by Bidder, Target agrees to confirm, no later than 2
Business Days after receiving the request, the factual accuracy of
information in the draft Bidder’s Statement that relates to
the Target Group.





 




(b)

Target agrees to
give Bidder a reasonable opportunity to review an advanced draft of
the Target’s Statement and will consult in good faith with
Bidder in relation to any comments Bidder may have, which comments
Bidder agrees to provide as promptly as possible. If requested in
writing by Target, Bidder agrees to confirm, no later than 2
Business Days after receiving the request, the factual accuracy of
information in the draft Target’s Statement that relates to
the Bidder Group.





 




3.3

Dispatch
of Bidder’s Statement





 

Target represents
and warrants to Bidder that each of the Directors has confirmed his
or her agreement to the Offers and accompanying documents being
sent by Bidder under item 6 of section 633(1) of the Corporations
Act on a date nominated by Bidder that is earlier than the earliest
date prescribed by item 6 of section 633(1) of the
Corporations Act (provided that the Bidder’s Statement and
Target’s Statement are despatched together as envisaged in
the Timetable).

 




3.4

Independent
expert





 

Target will
promptly appoint the Independent Expert and provide assistance and
information reasonably requested by the Independent Expert to
enable it to prepare the Independent Expert’s Report as soon
as practicable.

 




3.5

Bidder’s
Statement and Target’s Statement





 




(a)

Bidder must prepare
the Bidder’s Statement in compliance with the Corporations
Act.





 




(b)

Target must prepare
the Target’s Statement in compliance with the Corporations
Act.





 




(c)

Target must ensure
that the Target’s Statement:





 




(i)

prominently
displays the recommendation of the Independent Directors referred
to in clause 2.2(a) (including, without limitation, on the cover of
the Target’s Statement); and





 




(ii)

includes a
statement that each Independent Director will accept the Offer in
respect of all Target Shares held or controlled by them no later
than five Business Days before the end of the Offer Period, subject
to the Independent Expert Report stating that the Offer is fair and
reasonable and in the absence of a Superior Proposal.





 




3.6

Conditions





 




(a)

Each of the parties
must, to the extent within its power, use its reasonable endeavours
to ensure that:





 




(i)

the Conditions are
satisfied as soon as practicable after the date of this agreement;
and





 




(ii)

none of the
Conditions are breached or not satisfied.





 




(b)

Target and Bidder
agree not to do, or omit to do, anything which will, or is likely
to, result in any of the Conditions being breached or not being
satisfied.





 




(c)

If any event occurs
or becomes apparent which would cause any of the Conditions to be
breached or become (either immediately or at some future point in
time) incapable of satisfaction, or which would cause satisfaction
of a Condition to be unreasonably delayed, Target and Bidder must,
to the extent that they are aware of such information, immediately
notify the other party of that event.





 




3.7

Regulatory
Approvals





 

Bidder agrees that
it will:

 




(a)

take all steps it
is responsible for as part of any Regulatory Approval process,
including responding to requests for information from any relevant
Government Agencies at the earliest practicable time;





 




(b)

keep the Target
reasonably informed of the progress towards seeking any Regulatory
Approvals; and





 




(c)

promptly notify the
Target of all material communications and provide copies of all
material correspondence (including any submission or application)
between it and a Government Agency in connection with the
implementation of the Transaction with redaction of information
reasonably determined by Bidder to be proprietary or
confidential.





 




3.8

Certain
statutory rights not affected





 

Target acknowledges
and agrees that nothing in this agreement (including in the Agreed
Bid Terms) prevents Bidder from taking, or in any way limits
Bidder’s ability to take, any of the following actions in
relation to the Bid that is permitted by the Corporations Act
(which action Bidder may take in its absolute discretion),
including:

 




(a)

improving the terms
of the Offers;





 




(b)

freeing the Offers
from some or all of the Offer Conditions; and





 




(c)

extending the Offer
Period.





 




3.9

Promotion
of Offer





 




(a)

Unless each of the
Independent Directors withdraw their Recommendation in accordance
with clause 2.2(b), Target must ensure that each Independent
Director and such other senior executives of Target as reasonably
requested by Bidder participate in efforts to promote the merits of
the Offer, including:





 




(i)

promoting the
merits of the Bid;





 




(ii)

encouraging Target
Shareholders to accept the Offer in respect of their Target Shares;
and





 




(iii)

meeting with key
Target Shareholders, analysts, media and other stakeholders of
Target.





 




(b)

Target agrees
to:





 




(i)

include in all
public statements relating to the Bid (following the initial
announcement of the Bid), a statement to the effect
that:





 




(A)

the Independent
Directors unanimously recommend that Target Shareholders accept the
Offers made to them; and





 




(B)

each Independent
Director will accept the Offer in respect of all Target Shares held
or controlled by them, and





 




(ii)

not make any public
statement or take any other public action which would suggest that
the Bid is not recommended by the Independent
Directors,





 

in each case,
subject to the Independent Expert Report stating that the Offer is
fair and reasonable and in the absence of a Superior
Proposal.

 




(c)

Target will provide
Bidder with such assistance as it may reasonably require in
establishing or operating any institutional acceptance facility
relating to the Offer.





 





4


Conduct of business





 




4.1

Conduct
of business





 

The Target must
ensure that the Target Group conducts its business and operations
and maintains its assets only in, and not take any action except
in, the ordinary course and consistent with the manner in which the
business and operations have been conducted and in which those
assets have been maintained in the 12 months immediately preceding
the date of this agreement, and must:

 




(a)

to the extent
practicable, operate the Target Group’s businesses in
accordance with current business plans and budgets;





 




(b)

use its reasonable
endeavours to:





 




(i)

preserve the value
of the Target Group's businesses and assets;





 




(ii)

preserve the Target
Group's relationships with customers, suppliers, licensors and
others with whom the Target Group has business
dealings;





 




(iii)

retain the services
of all key employees and contractors of the Target
Group;





 




(iv)

 As soon as reasonably
practicable after the date of this agreement:





 




(A)

assist Bidder in
identifying any provisions in any Material Contracts and, if Bidder
so requests, any other contract to which a Target Group Member is a
party which involves aggregate consideration equal to or in excess
of $250,000, which will be breached, or which will give any person
any rights, if any actions or events contemplated by or in
connection with the Transaction are taken or occur without a third
party consent being obtained or without a document being signed or
delivered to a third party (Change
of Control Provisions); and





 




(B)

satisfy all Change
of Control Provisions after consulting with Bidder in good faith in
relation to the steps that will be taken to satisfy each such
provision, provided that Bidder must provide such assistance as is
reasonably requested by Target in connection with the satisfaction
of the Change of Control Provisions;





 




(v)

comply in all
material respects with:





 




(A)

all Material
Contracts; and





 




(B)

all laws,
regulations, rules, requirements, authorisations, licences,
permits, consents and approvals that are applicable to the Target
Group;





 




(vi)

not offer or agree
to terminate or novate any Material Contract or to amend any such
contract in a material respect;





 




(vii)

not do or cause to
be done, or fail to do or cause not to be done, anything that would
or is likely to result in the Transaction not being implemented or
being implemented otherwise than in accordance with the Timetable
and the terms of this agreement (but, to avoid doubt, this
provision will not be breached by Target or its Independent
Directors taking steps or exercising rights they are permitted to
take or exercise under other provisions of this agreement,
including without limitation clauses 2.2(b), 6 and 8.1);
and





 




(c)

not take or fail to
take any action that constitutes, or that could reasonably be
expected to result in or otherwise give rise to, a Prescribed
Occurrence.





 

Nothing in the
foregoing prohibits any Permitted Action.

 




4.2

Access





 




(a)

On every Tuesday
following the date of this agreement, and otherwise when reasonably
requested by Bidder to do so, Target will consult with Bidder in
relation to the conduct of the Target Group’s business and
operations (including promptly responding to any reasonable
questions asked by Bidder in relation to such
matters).





 




(b)

On the ninth day of
each month, Target will provide Bidder with a copy of the
management reports and accounts for the previous
month.





 




(c)

Target will, and
will cause the members and senior management of the Target Group
to, provide Bidder and its Representatives with reasonable access
to such officers, employees, third party service providers
(including by providing consent to discussions with that third
party service provider), documents, records, premises, sites,
locations and other information which Bidder reasonably requires
for the purposes of:





 




(i)

implementing the
Transaction;





 




(ii)

preparing for
controlling the conduct of the business of the Target Group
following implementation of the Transaction; or





 




(iii)

obtaining any
Regulatory Approvals,





 

provided that such
access does not place an unreasonable burden on the ability of any
Target Group Member to operate their business or would give rise to
a breach of law (including the ASX Listing Rules).

 




4.3

Changes
to Target Board





 

Target represents
and warrants to Bidder that:

 




(a)

each Independent
Director has confirmed to it that, after the Offer becomes
unconditional and Bidder has a Relevant Interest in at least 90%
(by number) of all of the Target Shares and has confirmed that it
will proceed to compulsory acquisition, he or she
will:





 




(i)

resign as a
Director in writing immediately upon Bidder giving Target a written
notice requesting that they do so, such notice not to be given
until after the Offer becomes unconditional and Bidder has a
Relevant Interest in at least 90% (by number) of all of the Target
Shares and has confirmed that it will proceed to compulsory
acquisition;





 




(ii)

confirm in their
written resignation that they have no outstanding claims against
Target (subject to any such claims arising between execution of
this agreement and the date on which Bidder requests that they
resign); and





 




(iii)

do all things
reasonably within their power to appoint Bidder’s nominees to
the Target Board (including voting in favour of any applicable
resolutions); and





 




(b)

after the Offer
becomes unconditional and Bidder has a Relevant Interest in at
least 90% (by number) of all of the Target Shares and has confirmed
that it will proceed to compulsory acquisition, it will do
everything reasonably within its power to give effect to the
reconstitution of the Target Board in accordance with
Bidder’s wishes,





 

in each case
provided that:

 




(c)

a proper board is
constituted at all times having regard to Target’s
constitution and applicable laws (including the ASX Listing
Rules);





 




(d)

Bidder’s
board members will not participate in decisions of Target relating
to the Offer until after the Offer Close Date;





 




(e)

until the Offer
Close Date, at least 2 members of the Target Board must not be a
nominee of Bidder; and





 




(f)

a resigning
Director is not required to forego any rights they may have under
any deed of access and indemnity or policy of directors and
officers insurance.





 




4.4

Deeds
of indemnity and insurance





 




(a)

 Subject to the Offer
becoming unconditional and Bidder acquiring a Relevant Interest in
at least 90% (by number) of all of the Target Shares (90% Acquisition), Bidder undertakes in
favour of Target and each other person who is a Target Indemnified
Party that it will:





 




(i)

for a period of 7
years from the date that 90% Acquisition occurs, ensure that the
constitution of Target and each other member of the Target Group
continues to contain such rules as are contained in those
constitutions at the date of this agreement that provide for each
company to indemnify each of its directors and officers against any
liability incurred by that person in his or her capacity as a
director or officer of the company to any person other than a
member of the Target Group; and





 




(ii)

procure that Target
and each member of the Target Group complies with any deeds of
indemnity, access and insurance made by them in favour of their
respective directors and officers from time to time and without
limiting the foregoing, ensure that directors’ and
officers’ run-off insurance cover for such directors and
officers is maintained for a period of 7 years from the retirement
date of each director and officer (and Bidder shall arrange such
run-off insurance and pay any amounts necessary to ensure such
maintenance upfront prior to occurrence of 90% Acquisition, subject
to the consent of the Independent Directors not to be unreasonably
withheld);





 




(b)

The undertakings
contained in clause 4.4(a) are subject to any Corporations Act
restriction and will be read down accordingly.





 




(c)

Target receives and
holds the benefit of clause 4.4(a), to the extent it relates to the
other Target Indemnified Parties, as trustee for them.





 




(d)

In respect of each
member of the Target Group, the undertakings in clause 4.4(a) are
given until the earlier of:





 




(i)          

the end of the
relevant period specified in clause 4.4(a); and





 




(ii)          

the relevant Target
Group member ceasing to be part of the Target Group.





 





5


Public announcements





 




(a)

 Subject to clause
5(b), before making any public announcement in relation to the
Transaction or Bidder (whether to ASX or otherwise), Target
must:





 




(i)

provide Bidder with
a draft copy of such public announcement as soon as reasonably
practicable before it is proposed that such public announcement is
made;





 




(ii)

give Bidder a
reasonable opportunity to comment on the form and content of the
draft announcement; and





 




(iii)

take into account
all reasonable comments from Bidder and its Representatives on the
draft.





 




(b)

 Target will only be
required to comply with clause 5(a) if and to the extent
that:





 




(i)

compliance would
not, in the opinion of Target, acting reasonably, cause Target to
breach any applicable law, including the ASX Listing Rules;
and





 




(ii)

a majority of the
Independent Directors have not withdrawn their Recommendation in
the circumstances contemplated in clause 2.2(b).





 





6


    Exclusivity





 




6.1

No
existing discussion





 

Target represents
and warrants to Bidder that as at the date of this agreement it is
not involved in any discussions or negotiations with any person
about a Competing Transaction and has ceased any such discussions
or negotiations to the extent that they were on foot prior to the
date of this agreement.

 




6.2

 No shop





 

During the
Exclusivity Period, Target must not, and must ensure that each of
its Representatives does not, directly or indirectly:

 




(a)

 solicit, invite,
encourage or initiate any enquiries, negotiations or discussions in
relation to a Competing Transaction or which would reasonably be
expected to lead to a Competing Transaction being made, enquired
about, negotiated or discussed; or





 




(b)

communicate any
intention to do any of the things referred to in
clause 6.2(a).





 




6.3

 No talk





 

Subject to
clause 6.6, during the Exclusivity Period, Target must not,
and must ensure that each of its Representatives does
not:

 




(a)

 directly or indirectly
enter into, continue or participate in negotiations or discussions
with any other person regarding, or that could reasonably be
expected to lead to, a Competing Transaction being made, enquired
about, negotiated or discussed, even if:





 




(i)

those negotiations
or discussions were not directly or indirectly encouraged,
solicited, invited or initiated by Target or any of its
Representatives; or





 




(ii)

that person has
publicly announced their Competing Transaction;





 




(b)

 enter into any
agreement, arrangement or understanding of any kind (whether
written or verbal, binding or non-binding, express or implied or
enforceable or unenforceable) in relation to or otherwise in
connection with a Competing Transaction (Competing Agreement) (whether or not a
Competing Transaction has actually been made); or





 




(c)

communicate to any
person any intention to do any of the things referred to in clause
6.3(a) or 6.3(b).





 




6.4

 No due diligence





 




(a)

 Subject to
clause 6.6, during the Exclusivity Period, Target must not,
and must ensure that each of its Representatives does not, make
available to any other person or permit any other person to receive
any non-public information relating to the Target Group or any of
its businesses, assets or operations, in connection with such
person formulating, developing or finalising, or assisting in the
formulation, development or finalisation of, a Competing
Transaction (Diligence
Information).





 




(b)

 Before Target provides
a third party with Diligence Information, it must first enter into
a binding confidentiality agreement with that party on customary
terms and which, in any event and taken as a whole, is no less
favourable to the Target than the Confidentiality
Agreement.





 




(c)

If Target provides
a third party with Diligence Information, it must provide a copy of
the Diligence Information not already made available to Bidder at
the same time as it is provided to the third party.





 




6.5

 Notification of
approaches





 




(a)

During the
Exclusivity Period, Target must, as soon as reasonably practicable
(and, in any event, within one day) notify Bidder in writing
if:





 




(i)

it is asked to do,
proposes to take, or is approached by any person to take, any
action of a kind that is set out in clause 6.2, 6.3 or 6.4;
or





 




(ii)

it or any of its
Representatives directly or indirectly receives any approach,
inquiry or proposal (whether written or verbal) from any person
regarding, or that could reasonably be expected to lead to, a
Competing Transaction.





 




(b)

A notice given
under this clause 6.5 must be accompanied by all material details
of the relevant event, which details will, for the avoidance of
doubt, include the following (to the extent
applicable):





 




(i)

all material terms
of the Competing Transaction (including any conditions to which it
is subject) and all material terms of the relevant Competing
Transaction (including the consideration proposed to be offered
under that transaction and any conditions to which that transaction
would be subject); and





 




(ii)

the identity of the
person(s) involved in the relevant event, including the person(s)
who made the Competing Transaction (or on whose behalf the
Competing Transaction was made, as the case may be),





 

except to the
extent that Target’s legal adviser, being a national
Australian law firm, gives a written opinion to the effect that it
is open to the Directors to conclude that their fiduciary or
statutory duties require them to withhold disclosure of any such
details.

 




6.6

  Exceptions to no talk and no due
diligence





 

The restrictions in
clauses 6.3 and 6.4 do not apply to the extent that they
restrict Target, the Target Board or an Independent Director from
taking or refusing to take any action with respect to a bona fide
Competing Transaction (which was not encouraged, solicited, invited
or initiated in contravention of clause 6.2) provided that in
the opinion of each Independent Director, formed in good
faith:

 




(a)

the Competing
Transaction is made in writing by or on behalf of a person that the
Independent Directors consider is of reputable commercial
standing;





 




(b)

 the Competing
Transaction would be, or could reasonably be expected to lead to a
transaction which is, more favourable to Target Shareholders than
the Bid, after taking into account all aspects of the Competing
Transaction; and





 




(c)

 taking or failing to
take the action with respect to the Competing Transaction would, or
would be likely to, involve a breach of the fiduciary or statutory
obligations of each Director.





 

Without limitation
to any other part of this clause, before this clause 6.6 can
be relied upon, the Independent Directors must obtain a written
opinion from Target’s legal adviser, being a national
Australian law firm, confirming that, if the Independent Directors
form the views in clauses 6.6(b) and 6.6(c) in accordance with
this clause 6.6, then taking or failing to take the action
which is proposed to be taken with respect to the relevant
Competing Transaction would, or would be likely to, involve a
breach of the fiduciary or statutory obligations of the Target
Board.

 




6.7

 Matching Right





 




(a)

  Without limiting
Target’s obligations under clauses 6.4(b) and 6.5, if any
Independent Director proposes to (whether or not subject to
conditions) change his or her recommendation of the Offer so that
he or she can recommend a Competing Transaction (Rival Transaction), Target must give
Bidder prior written notice (Relevant Notice) of such proposed change
of recommendation.





 




(b)

A Relevant Notice
must include:





 




(i)

all the material
terms and conditions (including price) of the Rival
Transaction;





 




(ii)

a copy of any
material confidential information concerning the Target Group
provided to any person associated with the Rival Transaction which
has not previously been provided to Bidder; and





 




(iii)

details of the
basis upon which the Independent Director intends to change his or
her recommendation.





 




(c)

 Bidder will have the
right, but not the obligation, at any time during the period of
five Business Days following receipt of a Relevant Notice
(Matching Right Period), to
amend the terms of the Offer (including, but not limited to,
increasing the amount of consideration offered under the Bid or
proposing any other form of transaction (each a Counter Proposal)), and if it does so
then the Independent Directors must review the Counter Proposal in
good faith. If a majority of the Independent Directors determine
that the Counter Proposal would be as favourable to Target
Shareholders as the Rival Transaction:





 




(i)

Target and Bidder
must use their best endeavours to, as soon as practicable, enter
into the necessary documentation to give effect to the Counter
Proposal; and





 




(ii)

Target
must:





 




(A)

ensure that each of
the Independent Directors recommends the Counter Proposal to Target
Shareholders and does not recommend the Rival
Transaction;





 




(B)

not enter into a
Competing Agreement in respect of the Rival Transaction;
and





 




(C)

continue to comply
with its obligations under this agreement.





 




(d)

Without limitation
to any other provision of this agreement, during the Matching Right
Period:





 




(i)

no Independent
Director is permitted to change his or her recommendation of the
Offer or (except to the extent he bona fide and reasonably
considers to be required by his fiduciary duties) to make any
public statement to the effect that he or she may do so at some
future point in time; and





 




(ii)

Target must not
enter into any agreement, arrangement or understanding in respect
of the Rival Transaction.





 




(e)

For the purposes of
this clause 6.7, each successive material modification to a Rival
Transaction will constitute a new Rival Transaction in respect of
which Target must comply with its obligations under this clause
6.7.





 





7


  Representations and
warranties





 




7.1

Target
Warranties





 




(a)

Target represents
and warrants to Bidder that each of the warranties set out in
clause 7.1(b) is true and correct:





 




(i)

as at execution of
this agreement; and





 




(ii)

in the case of all
Target Warranties except for those in clauses 7.1(b)(vii),
7.1(b)(ix), 7.1(b)(xi) and 7.1(b)(xvi) at all times on each
subsequent day of the Exclusivity Period (including the last day of
that period).





 




(b)

 Target represents and
warrants that:





 




(i)

it and each Target
Group Member is a corporation validly existing under the laws of
its place of incorporation;





 




(ii)

it has the
corporate power to enter into and perform its obligations under
this agreement and to carry out the transactions contemplated by
this agreement;





 




(iii)

it has taken all
necessary corporate action to authorise the entry into this
agreement and has taken or will take all necessary corporate action
to authorise the performance of this agreement and to carry out the
transactions contemplated by this agreement;





 




(iv)

this agreement is
valid and binding upon it and the execution and it believes in good
faith that performance of this agreement will not result in a
breach or default under, and is not restricted by, Target’s
constitution (or the constitution of any of its Related Bodies
Corporate) or any agreement, deed, writ, order, injunction, rule or
regulation to which it or any of its Related Bodies Corporate is a
party or subject or to which any of them is bound;





 




(v)

each Target Group
Member is solvent and no resolution has been passed nor has any
other step been taken or legal proceedings commenced or threatened
against any of them for their winding up or dissolution or for the
appointment of a liquidator, receiver, administrator or similar
officer over any or all of their assets;





 




(vi)

it believes in good
faith that Target is not in breach of its continuous disclosure
obligations under the Corporations Act and the ASX Listing Rules
and, following the release of the Agreed Public Announcement, is
not relying on Listing Rule 3.1A to withhold any information from
disclosure;





 




(vii)

  as at execution of
this agreement, it has 100,387,052 Target Shares on issue and has
no other issued securities;





 




(viii)

it has not issued,
granted or agreed to issue or grant any other Target Shares or
securities convertible into Target Shares, other than the
securities referred to clause 7.1(b)(vii) nor has it agreed or
offered to issue any other securities;





 




(ix)

 as at execution of
this agreement, it is not aware of any act, omission, event, fact
or circumstance that would result in or is reasonably likely to
result in:





 




(A)

any of the
Conditions being breached or not satisfied, or becoming incapable
of satisfaction; or





 




(B)

the Transaction not
being implemented in accordance with the Timetable and the terms of
this agreement;





 





(x)

Target’s
financial statements for the financial year ended 30 June 2016
and half year ended 31 December 2016:





 




(A)

are, in all
material respects, a true and fair reflection of Target’s
financial position as of 30 June 2016 and 31 December 2016 and of
Target’s performance during the relevant periods;
and





 




(B)

comply with
Australian Accounting Standards and the Corporations Regulations
2001 (Cth);





 




(xi)

 as at execution of
this agreement, it believes in good faith that all Material
Contracts are in full force and of full effect and are legally
binding as between the parties thereto in accordance with their
terms;





 




(xii)

no person has any
right (whether subject to conditions or not) to, as a result or
otherwise in connection with Bidder acquiring Target Shares
acquire, or require a Target Group Member to dispose of or offer to
dispose of, any material asset of the Target Group;





 




(xiii)

it believes in good
faith that all information contained in the Disclosure Materials
(other than forecasts, budgets, estimates, projections and
statements of opinion or intention) is true and accurate in all
material respects and is not materially misleading or deceptive
(whether by omission or otherwise);





 




(xiv)

the forecasts,
budgets, estimates, projections and statements of opinion or
intention contained in the Disclosure Materials have been prepared
in good faith;





 




(xv)

Target has not
denied Bidder access to any information with the intention of
misleading Bidder; and





 




(xvi)

 as at execution of
this agreement, there is no litigation, mediation or arbitration
current or pending, nor is there, to the best of the knowledge,
information and belief of Target, any threatened litigation,
mediation or arbitration, in each case which may materially affect
the value of Target or of the assets of the Target Group. No
Permitted Action shall be taken to have breached any of the
foregoing warranties.





 




7.2

Bidder
Warranties





 




(a)

Bidder represents
and warrants to Target that each of the warranties set out in
clause 7.2(b) is true and correct:





 




(i)

as at execution of
this agreement; and





 




(ii)

in the case of all
warranties except for the warranty in clause 7.2(b)(vi) at all
times on each day during the Offer Period.





 




(b)

 Bidder represents and
warrants to Target that:





 




(i)

it is a corporation
validly existing under the laws of its place of
incorporation;





 




(ii)

it has the
corporate power to enter into and perform its obligations under
this agreement and to carry out the transactions contemplated by
this agreement;





 




(iii)

it has taken all
necessary corporate action to authorise the entry into this
agreement and has taken or will take all necessary corporate action
to authorise the performance of this agreement and to carry out the
transactions contemplated by this agreement;





 




(iv)

this agreement is
valid and binding upon it and the execution and performance of this
agreement will not result in a breach or default under
Bidder’s constitution or any agreement, deed, writ, order,
injunction, rule or regulation to which Bidder is a party or to
which it is bound;





 




(v)

Bidder is solvent
and no resolutions have been passed nor has any other step been
taken or legal proceedings commenced or threatened against it for
its winding up or dissolution or for the appointment of a
liquidator, receiver, administrator or similar officer over any or
all of its assets;





 




(vi)

 as at execution of
this agreement, it is not aware of any act, omission, event, fact
or circumstance that would result in or is reasonably likely to
result in:





 




(A)

any of the
Conditions being breached or not satisfied, or becoming incapable
of satisfaction; or





 




(B)

the Transaction not
being implemented in accordance with the Timetable and the terms of
this agreement;





 




(vii)

it will have
available to it sufficient cash amounts to enable it to perform its
obligations to pay the total cash consideration payable to Target
Shareholders under the Bid; and





 




(viii)

other than as
contemplated by the Agreed Bid Terms, no approvals are required to
be obtained by the Bidder under any law, rule or regulation to
perform and observe its obligations under this agreement and to
consummate the Transaction.





 




7.3

 Indemnities





 




(a)

 Bidder agrees to
indemnify, and to keep indemnified, each of the Target Indemnified
Parties against any claim, action, damage, loss, liability, cost,
expense or payment of whatever nature and however arising that any
Target Indemnified Party incurs, suffers or is liable for as a
result of a breach of any Bidder Warranty.





 




(b)

 Target agrees to
indemnify, and to keep indemnified, each of the Bidder Indemnified
Parties against any claim, action, damage, loss, liability, cost,
expense or payment of whatever nature and howsoever arising that
any Bidder Indemnified Party incurs, suffers or is liable for as a
result of a breach of any Target Warranty.





 




(c)

Target holds the
benefit of the indemnity in clause 7.3(a) on trust for each of the
other Target Indemnified Parties, and Bidder acknowledges that the
other Target Indemnified Parties have the benefit of that indemnity
notwithstanding that they are not party to this
agreement.





 




(d)

Bidder holds the
benefit of the indemnity in clause 7.3(b) on trust for each of the
other Bidder Indemnified Parties, and Target acknowledges that the
other Bidder Indemnified Parties have the benefit of that indemnity
notwithstanding that they are not party to this
agreement.





 




7.4

Survival
of warranties and indemnities





 




(a)

Each representation
and warranty given under this clause 7:





 




(i)

is
severable;





 




(ii)

will survive the
termination of this agreement; and





 




(iii)

is given with the
intent that liability thereunder will not be confined to breaches
which are discovered prior to the date of termination of this
agreement.





 




(b)

Each indemnity
given under clause 7.3:





 




(i)

is
severable;





 




(ii)

is a continuing
obligation that is separate and independent to any other obligation
that the party giving the indemnity has under this agreement;
and





 




(iii)

will survive
termination of this agreement.





 




7.5

Notification





 

Each party must
promptly advise the other in writing if it becomes aware of any
fact, matter or circumstance that constitutes or could reasonably
constitute a breach of any of the representations and warranties
given by it under this agreement.

 





8


 Termination
rights





 




8.1

 Termination events





 




(a)

Bidder may
terminate this agreement at any time by notice in writing to
Target:





 




(i)

if:





 




(A)

Target is in breach
of any clause of this agreement (including any Target Warranty),
which breach is material in the context of the Bid, or if a
Prescribed Occurrence occurs. The parties agree that any breach of
clause 6 will be taken to be material as will any breach of the
agreement which has resulted or will result in a Condition being
breached or not satisfied or becoming incapable of
satisfaction;





 




(B)

Bidder has given
notice to Target setting out the relevant circumstances and stating
an intention to terminate this agreement; and





 




(C)

the relevant
circumstances have not been rectified (if capable of being
rectified), and/or the activity that caused them has not ceased to
the reasonable satisfaction of Bidder, within, in the case of a
breach of clause 6, one Business Day from the time such notice
is given, and, in any other case, five Business Days from the time
such notice is given;





 




(ii)

if a Competing
Transaction is publicly proposed by a person other than Bidder (or
one of its Related Bodies Corporate) and is recommended by any
Independent Director;





 




(iii)

if a person other
than Bidder or one of its Related Bodies Corporate that does not
hold 10% or more Voting Power in Target at the date of this
agreement obtains Voting Power in Target of 10% or
more;





 




(iv)

if any Independent
Director fails to make or withdraws, changes, revises, revokes or
qualifies, or makes a public statement inconsistent with, the
Recommendation or makes a public statement indicating that they no
longer recommend or intend to accept the Offer; or





 




(v)

if any Independent
Director recommends, endorses or otherwise supports a Competing
Transaction.





 




(b)

Target may
terminate this agreement at any time by notice in writing to
Bidder:





 




(i)

if:





 




(A)

Bidder is in breach
of any clause of this agreement (including any Bidder Warranty),
which breach is material in the context of the Bid;





 




(B)

Target has given
notice to Bidder setting out the material breach and stating an
intention to terminate this agreement; and





 




(C)

the material breach
has not been rectified (if capable of being rectified) and/or the
activity that caused the material breach has not ceased to the
reasonable satisfaction of Target, within five Business Days from
the time such notice is given; or





 




(ii)

if each Independent
Director withdraws his or her recommendation of the Offer in
accordance with clause 2.2(b).





 




(c)

Either Bidder or
Target may terminate this agreement at any time by notice in
writing to the other parties, if the Offer lapses for any reason
(provided, in the case of termination by Bidder, that this occurred
without breach by Bidder of this agreement) including
non-satisfaction of a Condition, or at any time after the date 6
months after the date of this agreement.





 




(d)

This agreement
automatically terminates on the Offer Close Date.





 




8.2

Effect
of termination





 

In the event of
termination of this agreement by either Bidder or Target pursuant
to clause 8.1, the agreement will have no further effect, other
than in respect of any liability for any breach of this agreement
committed prior to termination and provided that this clause 8 and
clauses 1, 7, 9, 10, 11, 12, and 13 and Schedule 1 survive
termination.

 





9


 Confidentiality





 

Bidder and Target
acknowledge and agree that they continue to be bound after the date
of this agreement by the Confidentiality Agreement and that their
obligations under the Confidentiality Agreement survive termination
of this agreement, on the basis that the definition of
‘Approved Purpose’ in the Confidentiality Agreement
shall be amended on and from the date of this agreement to be
“implementing the takeover bid contemplated by the Takeover
Bid Implementation Agreement between the Recipient, Discloser and
GFN Asia Pacific Holdings Pty Ltd”.

 





10


 Release





 

To the extent
permitted by law:

 




(a)

Bidder waives all
of its rights, and agrees that it will not make any claim, against
any Target Indemnified Party (other than Target) in relation
to:





 




(i)

information
provided to Bidder or its Related Bodies Corporate or
Representatives for the purpose of Bidder’s consideration of,
or otherwise in connection with, the Transaction; or





 




(ii)

any breach of any
Target Warranty or any other provision of this
agreement,





 

or otherwise in
connection with the Transaction; and

 




(b)

Target waives all
of its rights, and agrees that it will not make any claim, against
any Bidder Indemnified Party (other than Bidder and General Finance
Corporation) in relation to:





 




(i)

information
provided to Target or its Related Bodies Corporate or
Representatives for the purpose of Target’s consideration of,
or otherwise in connection with, the Transaction; or





 




(ii)

any breach of any
Bidder Warranty or any other provision of this
agreement,





 

or otherwise in
connection with the Transaction,

 

in each case except
where the indemnified party has not acted in good faith or has
engaged in wilful misconduct.

 

Bidder receives and
holds the benefit of this clause to the extent it relates to each
Bidder Indemnified Party as trustee for each of them. Target
receives and holds the benefit of this clause to the extent it
relates to each Target Indemnified Party as trustee for each of
them.

 





11


 GST





 




(a)

 Any consideration or
amount payable under this agreement, including any non-monetary
consideration (as reduced in accordance with clause 11(e) if
required) (Consideration) is
exclusive of GST.





 




(b)

 If GST is or becomes
payable on a supply (Supply)
made under or in connection with this agreement, an additional
amount (Additional Amount)
is payable by the party providing the Consideration for the Supply
(Recipient) equal to the
amount of GST payable on that Supply as calculated by the party
making the Supply (Supplier)
in accordance with the GST Law.





 




(c)

The Additional
Amount payable under clause 11(b) is payable at the same time and
in the same manner as the Consideration for the Supply, subject to
the provision of a valid Tax Invoice at or before that time. If a
valid Tax Invoice is not provided at or before that time then the
Additional Amount is only payable on receipt of a valid Tax
Invoice.





 




(d)

If for any reason
(including, without limitation, the occurrence of an Adjustment
Event) the amount of GST payable on a Supply made under or in
connection with this agreement (taking into account any Decreasing
or Increasing Adjustments in relation to the Supply) varies from
the Additional Amount payable by the Recipient under
clause 11(b):





 




(i)

the Supplier must
provide a refund or credit to the Recipient, or the Recipient must
pay a further amount to the Supplier, as appropriate;





 




(ii)

the refund, credit
or further amount (as the case may be) will be calculated by the
Supplier in accordance with the GST Law; and





 




(iii)

the Supplier must
notify the Recipient of the refund, credit or further amount within
14 days after becoming aware of the variation to the amount of GST
payable. Any refund or credit must accompany such notification or
the Recipient must pay any further amount within 7 days after
receiving such notification, as appropriate. If there is an
Adjustment Event in relation to the Supply, the requirement for the
Supplier to notify the Recipient will be satisfied by the Supplier
issuing to the Recipient an Adjustment Note within 14 days after
becoming aware of the occurrence of the Adjustment
Event.





 




(e)

 Despite any other
provision in this agreement:





 




(i)

if an amount
payable under or in connection with this agreement (whether by way
of reimbursement, indemnity or otherwise) is calculated by
reference to an amount incurred by a party, whether by way of cost,
expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable
must be reduced by the amount of any Input Tax Credit to which that
party is entitled in respect of that Amount Incurred;





 




(ii)

if an amount
payable under or in connection with this agreement (whether by way
of reimbursement, indemnity or otherwise) is calculated by
reference to a loss of revenue, the revenue must be determined on a
GST-exclusive basis; and





 




(iii)

no Additional
Amount is payable under clause 11(b) in respect of a Supply made
under or in connection with this agreement that is subject to a
reverse charge under the GST Law.





 




(f)

Any reference in
this clause to an Input Tax Credit to which a party is entitled
includes an Input Tax Credit arising from a Creditable Acquisition
by that party but to which the Representative Member of the GST
Group of which that party is a Member is entitled.





 





12


 Notices





 




(a)

A notice, consent,
request or any other communication under this agreement must be in
writing and must be left at the address of the addressee or sent by
email to the address specified below or any other address or email
address the addressee requests.





 




Target 

Royal
Wolf Holdings Limited





 




Attention: 

Greg
Baker








Address: 

2/22-28 Edgeworth
David Ave, Hornsby NSW 2077





 




Email:                                   

GBaker@royalwolf.com.au





 

Copy of
communications to Target (for information purposes
only):

 




Attention: 

Philippa Stone,
Herbert Smith Freehills LLP








Address: 

ANZ Tower, 161
Castlereagh Street, Sydney NSW 2000





 




Email: 

philippa.stone@hsf.com





 

 




Bidder: 

GFN
Asia Pacific Holdings Pty Ltd





 




Attention: 

Christopher A.
Wilson








Address: 

Level 35, Tower
Two, International Towers Sydney, 200 Barangaroo Avenue,
Barangaroo NSW 2000





 




Email:                                   

notices@generalfinance.com





 

Copy of
communications to Bidder (for information purposes
only):

 




Attention: 

Peter Cook, Gilbert
+ Tobin








Address: 

Level 35, Tower
Two, International Towers Sydney, 200 Barangaroo Avenue,
Barangaroo NSW 2000 Australia





 




Email: 

pcook@gtlaw.com.au





 




(b)

A notice, consent,
request or any other communication is taken to be
received:





 




(i)

if by delivery,
when it is delivered;





 




(ii)

if sent by
email:





 




(A)

when the Sender
receives an automated message confirming delivery; or





 




(B)

at the time sent
(as recorded on the device from which the Sender sent the email),
provided that the Sender does not receive an automated message that
the email has not been delivered,





 

whichever happens
first.

 

 

 





13


 General





 




13.1

Cumulative
rights





 

The rights, powers
and remedies of a party under this agreement are cumulative with
the rights, powers or remedies provided by law independently of
this agreement.

 




13.2

Waiver
and variation





 

A provision or a
right under this agreement may not be waived except in writing
signed by the party granting the waiver, or varied except in
writing signed by the parties.

 




13.3

Approvals
and consents





 

A party may give or
withhold its approval or consent conditionally or unconditionally
in its discretion unless this agreement states otherwise. Any
approval or consent or agreement required pursuant to this
agreement must be in writing.

 




13.4

Specific
performance





 

The parties
acknowledge that monetary damages alone would not be adequate
compensation for a breach by any party of an obligation under this
agreement and that specific performance of that obligation is an
appropriate remedy.

 




13.5

Effect
of agreement





 

This agreement
constitutes the entire agreement between the parties in relation to
its subject matter and supersedes any previous understandings or
agreements between the parties concerning the subject matter of
this agreement.

 




13.6

Severability





 

If the whole or any
part of a provision of this agreement is void, unenforceable or
illegal in a jurisdiction, it is severed for the purposes of that
jurisdiction. In that event, the remainder of this agreement has
full force and effect and the validity or enforceability of that
provision in any other jurisdiction is not affected. This clause
has no effect if the severance alters the basic nature of this
agreement or is contrary to public policy.

 




13.7

Mutual
further assurances





 

Each party must do
all things and execute all further documents necessary to give full
effect to this agreement.

 




13.8

Counterparts





 

This agreement may
be executed in any number of counterparts and all those
counterparts taken together will constitute one
instrument.

 




13.9

Governing
law and jurisdiction





 

This agreement is
governed by the laws of New South Wales. Each party submits to the
non-exclusive jurisdictions of the courts of New South
Wales.

 




13.10

Assignment





 

The rights and
obligations of each party under this agreement are personal. They
cannot be assigned, charged or otherwise dealt with, and no party
shall attempt or purport to do so, without the prior written
consent of the other party.

 




13.11

Duty,
costs and expenses





 




(a)

Bidder:





 




(i)

 must pay all stamp
duties and any related fines and penalties in respect of this
agreement or any transaction effected under it; and





 




(ii)

indemnifies Target
against any liability arising from or in connection with any
failure by it to comply with clause 13.11(a)(i).





 




(b)

Except as otherwise
provided in this agreement, each party must pay its own costs and
expenses in connection with the negotiation, preparation, execution
and performance of this agreement and the proposed, attempted or
actual implementation of the Transaction.





 

 

 

 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 








Schedule
1

   Dictionary





 




1

Dictionary





 

In this agreement,
the following definitions apply.

 

ACCC means the Australian Competition
and Consumer Commission.

 

Additional Amount has the meaning given
in clause 11(b).

 

Agreed Bid Terms means the terms and
conditions set out in Schedule 2.

 

Agreed Public Announcement means the
announcement to be made by Bidder and Target to ASX in the form
annexed at Attachment A.

 

Amount Incurred has the meaning given in
clause 11(e).

 

Announcement Date means 12 July
2017.

 

ASIC means the Australian Securities and
Investments Commission.

 

Associates has the meaning given in the
Corporations Act.

 

ASX means ASX Limited (ABN 98 008 624
691).

 

ASX Listing Rules means the official
listing rules of ASX.

 

Attachment means an attachment to this
agreement.

 

Bid means an off-market takeover bid by
Bidder for all Target Shares not held by a Related Body Corporate
of Bidder as at the date of this agreement, under Chapter 6 of the
Corporations Act.

 

Bidder Group means Bidder and each of
its Subsidiaries.

 

Bidder Indemnified Party means Bidder, a
Related Body Corporate of Bidder (other than Target and its
Subsidiaries) or a director, officer or employee of Bidder or one
of its Related Bodies Corporate (other than Target and its
Subsidiaries).

 

Bidder Material Adverse Change means a
material adverse change in, as the case may be:

 




(a)

the business,
assets, financial condition and properties of a member of the GFN
Group; or





 




(b)

the ability of any
member of the GFN Group to perform its obligations under the Bison
Funding Arrangements,





 

provided that the
occurrence of any default, event of default, acceleration of
payment, increase in interest or other payment, late charge or
other penalty under any indebtedness of a member of the GFN Group
shall constitute a “Bidder Material Adverse Change”
with respect to GFN (US) and its Subsidiaries, individually and
taken as a whole.

 

Bidder Warranties means the
representations and warranties set out in
clause 7.2(b).

 

Bidder’s Statement means the
bidder’s statement to be prepared by Bidder in connection
with the Bid in accordance with Chapter 6 of the Corporations Act,
and includes any supplementary bidder’s
statement.

 

Bison means Bison Capital Partners V,
L.P., a Delaware limited partnership.

 

Bison Funding Arrangements means the
securities purchase agreement between Bison, General Finance
Corporation, Bidder, GFN Finance and GFN (US) and associated
documents.

 

Business Day means Monday to Friday
inclusive except New Year’s Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day and any other day that ASX declares is
not a business day.

 

Change of Control Provisions has the
meaning given in clause 4.1(b)(iv).

 

Competing Agreement has the meaning
given in clause 6.3(b).

 

Competing Transaction means any
expression of interest, proposal, offer or transaction (or a series
of transactions), which if entered into or completed, would result
in:

 




(a)

a person (other
than Bidder or one of its Related Bodies Corporate)





 




(i)

acquiring Voting
Power in Target of more than 10%;





 




(ii)

directly or
indirectly, acquiring an interest in, a relevant interest in,
having the right to acquire, becoming the holder of, or entering
into a cash settled equity swap or other synthetic, economic or
derivative transaction connected with or relating to:





 




(A)

more than 10% of
the Target Shares; or





 




(B)

the whole or a
material part of the business or assets of the Target
Group;





 




(iii)

acquiring control
of Target, within the meaning of section 50AA of the Corporations
Act; or





 




(iv)

otherwise acquiring
or merging (including by a scheme of arrangement, capital
reduction, sale of assets, strategic alliance, joint venture,
partnership, reverse takeover bid or dual listed company structure)
with Target; or





 




(b)

the Bid not being
able to be implemented on the basis set out in this
agreement.





 

Conditions means the conditions set out
in clause 3 of Schedule 2.

 

Confidentiality Agreement means the
confidentiality agreement entered into between the parties on 24
May 2017.

 

Consideration has the meaning given in
clause 11(a).

 

Corporations Act means the Corporations Act 2001
(Cth).

 

Counter Proposal has the meaning given
in clause 6.7(c).

 

Dictionary has the meaning given in
clause 1.1(a).

 

Diligence Information has the meaning
given in clause 6.4(a).

 

Director means a member of the Target
Board.

 

Disclosure Materials means all material
provided by Target or its Representatives in writing to Bidder
prior to execution of this agreement (including all material
included in any data room to which Bidder was granted access) and
which is included in a list agreed between the Bidder and Target
immediately prior to execution of this agreement.

 

Event has the meaning given in clause
3(f) of Schedule 2.

 

Exclusivity Period means the period
commencing on the date of this agreement and ending on the first to
occur of:

 




(a)

the date of
termination of this agreement as provided in clause 8.1;
and





 




(b)

the Offer Close
Date.





 

GFN Director means a Director who is
affiliated with General Finance Corporation or any of its Related
Bodies Corporate, who at the date of this agreement are Ronald F
Valenta, Jody Miller and Manuel Marrero.

 

GFN (US) means GFN U.S. Australasia
Holdings, Inc, a company incorporated in Delaware.

 

GFN Finance means GFN Asia Pacific
Finance Pty Ltd (ACN 620 128 001).

 

GFN Group means General Finance
Corporation, GFN (US), Bidder, GFN Finance, and any entity which is
a “Guarantor” or an “Additional Guarantor”
(as those terms are defined in the Bison Financing Arrangements)
under the Bison Funding Arrangements.

 

Government Agency means a government or
governmental, semi-governmental, administrative, fiscal or judicial
body, department, commission, authority, tribunal, agency or entity
whether foreign, federal, state, territorial or local in Australia,
including (without limitation) any self-regulatory organisation
established under a statute or otherwise discharging substantially
public or regulatory functions, and in particular, ASX, ASIC and
any federal or state based gaming authority.

 

GST means a goods and services tax or
similar value added tax levied or imposed under the GST
Law.

 

GST Law has the meaning given to it in
the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).

 

Independent Directors means Daryl
Corsie, Peter Dexter and Peter Housden.

 

Independent Expert means the party hired
by the Independent Directors to prepare and deliver the Independent
Expert’s Report.

 

Independent Expert’s Report means
the report to be issued by the Independent Expert in respect of the
Transaction, and includes any supplementary report.

 

Matching Right Period has the meaning
given in clause 6.7(c).

 

Material Contract means the contracts
identified by the Target which involve aggregate annual receipts or
payments equal to or in excess of $1,000,000 and listed a separate
document initialed by the parties on the date of this
agreement.

 

Non-Associated Shares means all Target
Shares except those Target Shares in which Bidder and its
Associates have a Relevant Interest at the beginning of the Offer
Period.

 

Offer means each offer by Bidder for
Target Shares under the Bid and Offers means all such
offers.

 

Offer Close Date means the date on which
the Offer Period ends.

 

Offer Date means the date on which the
first of the Offers is made.

 

Offer Period means the period the Offer
is open for acceptance.

 

Offer Price means the consideration
specified in clause 1 of Schedule 2.

 

Permitted Action means any action,
inaction or state of affairs:

 




(a)

consented to by
Bidder in writing;





 




(b)

approved by the
Target Board (where approval includes approval by at least one GFN
Director);





 




(c)

which was disclosed
in the Disclosure Materials prior to execution of this
agreement;





 




(d)

which is required
or permitted to be taken or procured under this agreement;
or





 




(e)

in connection with
the performance rights held by Robert Allan in accordance with his
existing contractual entitlements, or as otherwise agreed between
Bidder and Target.





 

Permitted Dividend means a fully franked
dividend of up to 2.65 cents per Target Share

 

Prescribed Occurrence means the
occurrence of any of the following where that occurrence was not a
Permitted Action:

 




(a)

 any Target Group
Member converting all or any of its securities into a larger or
smaller number of securities;





 




(b)

any Target Group
Member resolving to reduce its capital in any way or reclassifying,
combining, splitting, redeeming or cancelling directly or
indirectly any of its securities;





 




(c)

any Target Group
Member entering into a buy-back agreement or resolving to approve
the terms of such an agreement;





 




(d)

any Target Group
Member making an issue of its securities or granting an option over
its securities or agreeing to make such an issue or grant such an
option;





 




(e)

any Target Group
Member issuing, or agreeing to issue, convertible
notes;





 




(f)

any Target Group
Member disposes, or agrees to dispose, of the whole or a
substantial part of the Target Group’s business or
assets;





 





(g)

any Target Group
Member charging, or agreeing to charge, the whole, or a substantial
part, of the Target Group’s business or assets (other than a
lien which arises by operation of law or legislation);





 




(h)

any Target Group
Member resolving that it be wound up;





 




(i)

the appointment of
a liquidator or provisional liquidator of any Target Group
Member;





 




(j)

the making of an
order by a court for the winding up of any Target Group
Member;





 




(k)

an administrator of
any Target Group Member being appointed;





 




(l)

any Target Group
Member executing a deed of company arrangement;





 




(m)

the appointment of
a receiver or a receiver and manager in relation to the whole, or a
substantial part, of the property of any Target Group
Member;





 




(n)

Target makes any
change to its constitution;





 




(o)

any Target Group
Member creates, or agrees to create, any encumbrance over its
business or any part of its property other than in the ordinary
course of its business (other than a lien which arises by operation
of law or legislation);





 




(p)

any Target Group
Member incurs any financial indebtedness or issues any debt
securities, other than in the ordinary course of business or
pursuant to advances under its credit facilities in existence as at
the date of this agreement where the funds drawn pursuant to those
advances are used in the ordinary course of business;





 




(q)

any Target Group
Member makes any loans, advances or capital contributions to, or
investments in, any other person (other than to or in Target or any
wholly-owned Subsidiary of Target in the ordinary course of
business), other than in the ordinary course of
business;





 




(r)

any Target Group
Member ceases, or threatens to cease, to carry on
business;





 




(s)

any Target Group
Member is deregistered as a company or otherwise
dissolved;





 




(t)

any Target Group
Member is or becomes unable to pay its debts when they fall
due;





 




(u)

any Target Group
Member entering into any arrangement, commitment or agreement with
a related party (as that term is defined in section 228 of the
Corporations Act), other than in the ordinary course of
business;





 




(v)

any Target Group
Member makes or amends any tax election, changes any method of tax
accounting, settles or compromises any tax liability (other than
payroll tax in respect of directors' fees), files any material
amended tax return, enters into a closing agreement, surrenders any
right to claim a material tax refund or consents to the extension
or waiver of the limitation period applicable to any material tax
claim or assessment, other than in the ordinary course of
business;





 




(w)

any Target Group
Member pays, discharges, settles, satisfies, compromises, waives,
assigns or releases any claims, liabilities or obligations
exceeding $500,000 other than the payment, discharge or
satisfaction, in the ordinary course of business consistent with
past practice, of liabilities reflected or reserved against in
Target's financial statements or incurred in the ordinary course of
business consistent with past practice;





 




(x)

any Target Group
Member authorises, recommends or proposes any release or
relinquishment of any contractual right, except in the ordinary
course of business consistent with past practice;





 




(y)

 any Target Group
Member:





 




(i)

increases the
remuneration of, pays any bonus (other than in accordance with
existing contractual entitlements as at the date of this agreement)
to or otherwise varies the employment arrangements of, any Director
or any Relevant Employee;





 




(ii)

issues any
securities, options or performance rights to any of the employees
of the Target Group, or accelerates the rights of any such employee
to compensation or benefits of any kind (including, without
limitation, under any executive or employee share or option plan
and including, without limitation, by vesting any unvested
performance rights);





 




(iii)

pays any of the
Relevant Employees termination or retention payments (otherwise
than in accordance with contractual entitlements existing at the
date of this agreement which were disclosed to Bidder prior to
execution of this agreement);





 




(iv)

enters into
employment arrangements with any individual which could involve a
Target Group Member giving a commitment to such individual in
excess of $100,000 per annum;





 




(v)

enters into, offers
to enter into or agrees to enter into any agreement, joint venture,
asset or profit share, partnership or commitment which would
require expenditure, or the foregoing of revenue, by Target and/or
any of its Subsidiaries of an amount which is, in aggregate, more
than $25,000, other than in the ordinary course of
business;





 




(vi)

enters into, amends
in a material respect or terminates any Material Contract;
or





 




(vii)

resolves, agrees,
commits or announces an intention to do any of the things referred
to in paragraphs (a)to (y) (inclusive) of this
definition.





 

Recipient has the meaning given in
clause 11(b).

 

Recommendation has the meaning given in
clause 2.2(a).

 

Register means the register of Target
Shares kept by Target.

 

Regulatory Approvals means:

 




(a)

any approval,
consent, authorisation, registration, filing, lodgement, permit,
franchise, agreement, notarisation, certificate, permission,
licence, direction, declaration, authority, waiver, modification or
exemption from, by or with a Government Agency; or





 




(b)

in relation to
anything that would be fully or partly prohibited or restricted by
law if a Government Agency intervened or acted in any way within a
specified period after lodgement, filing, registration or
notification, the expiry of that period without intervention or
action.





 

Related Body Corporate has the meaning
it has in the Corporations Act.

 

Relevant Employees means any individual
identified as key management personnel in the Target’s most
recent annual report as lodged with ASX.

 

Relevant Interest has the meaning given
in the Corporations Act.

 

Relevant Notice has the meaning given in
clause 6.7(a).

 

Representative of a person means an
employee, agent, officer, director, adviser or financier of the
person and, in the case of advisers and financiers, includes
employees, officers and agents of the adviser or financier (as
applicable).

 

Rival Transaction has the meaning given
in clause 6.7(a).

 

Schedule means a schedule to this
agreement.

 

Subsidiary has the meaning it has in the
Corporations Act.

 

Superior Proposal means a bona fide
transaction or proposed transaction which, if completed
substantially in accordance with its terms, would mean a person
(other than Bidder or one of its Related Bodies Corporate) would
become the holder of:

 




(a)

more than 50% of
the Target Shares; or





 




(b)

the whole or
substantially the whole of the business, assets and undertakings of
the Target Group,





 

provided that the
Independent Directors determine, acting in good faith and in order
to satisfy what the Independent Directors consider to be their
fiduciary and statutory duties (after having taken advice from
Target’s financial advisers), that the transaction or
proposed transaction is capable of being valued and completed,
taking into account all aspects of the transaction or proposed
transaction (including its consideration (and form of
consideration), conditions precedent and the person or persons
making it) and is superior overall for Target Shareholders as
compared to the Offer.

 

Target Board means the board of
directors of Target from time to time.

 

Target Group means Target and each of
its Subsidiaries and Target Group
Members means each one of them.

 

Target Indemnified Party means Target, a
Subsidiary of the Target or a director, officer or employee of
Target or one of its Subsidiaries.

 

Target Shareholders means each person
who is registered in the register of members of Target as the
holder of Target Shares from time to time.

 

Target Shares means fully paid ordinary
shares issued in the capital of Target.

 

Target Warranties means the
representations and warranties set out in
clause 7.1(b).

 

Target’s Statement means the
target’s statement to be issued by Target under section 638
of the Corporations Act in response to the Bid, and includes any
supplementary target’s statement.

 

Timetable means the indicative timetable
for implementation of the Transaction set out in Schedule
3.

 

Transaction means the acquisition by
Bidder of all Target Shares not held by a Related Body Corporate of
Bidder as at the date of this agreement, under the
Bid.

 

Voting Power has the meaning it has in
the Corporations Act.

 




2

Interpretation





 

In this agreement
the following rules of interpretation apply unless the contrary
intention appears or context requires otherwise:

 




(a)

headings are for
convenience only and do not affect the interpretation of this
agreement;





 




(b)

the singular
includes the plural and vice versa;





 




(c)

words that are
gender neutral or gender specific include each gender;





 




(d)

where a word or
phrase is given a particular meaning, other parts of speech and
grammatical forms of that word or phrase have corresponding
meanings;





 




(e)

the words 'such
as', 'including', 'particularly' and similar expressions are not
used as, nor are intended to be, interpreted as words of
limitation;





 




(f)

a reference
to:





 




(i)

a person includes a
natural person, partnership, joint venture, government agency,
association, corporation or other body corporate or entity (as that
term is defined in section 64A of the Corporations
Act);





 




(ii)

a thing (including,
but not limited to, a chose in action or other right) includes a
part of that thing;





 




(iii)

a party includes
its successors and permitted assigns;





 




(iv)

a document includes
all amendments or supplements to that document;





 




(v)

a clause, term,
party, schedule or attachment is a reference to a clause or term
of, or party, schedule or attachment to this
agreement;





 




(vi)

this agreement
includes all schedules and attachments to it;





 




(vii)

a law includes a
constitutional provision, treaty, decree, convention, statute,
regulation, ordinance, by-law, judgment, rule of common law or
equity or ASX Listing Rules and is a reference to that law as
amended, consolidated or replaced;





 




(viii)

an agreement other
than this agreement includes an undertaking, or legally enforceable
arrangement or understanding, whether or not in writing;
and





 




(ix)

a monetary amount
is in Australian dollars;





 




(g)

an agreement on the
part of two or more persons binds them jointly and
severally;





 




(h)

when the day on
which something must be done is not a Business Day, that thing must
be done on the following Business Day;





 




(i)

in determining the
time of day, where relevant to this agreement, the relevant time of
day is:





 




(i)

for the purposes of
giving or receiving notices, the time of day where a party
receiving a notice is located; or





 




(ii)

for any other
purpose under this agreement, the time of day in the place where
the party required to perform an obligation is
located;





 




(j)

where a provision
(including any warranty) in this agreement relates to the
Target’s awareness, knowledge or belief, the Target will be
deemed to know or be aware of a particular fact, matter or
circumstance or to hold a particular belief at a given time only
if, at that time, an Independent Director, Neil Littlewood or Greg
Baker is aware of that fact, matter or circumstances or holds that
belief as at the applicable time in respect of that provision
(which, in the case of a warranty, shall be the time that the
warranty is given); and





 




(k)

no rule of
construction applies to the disadvantage of a party because that
party was responsible for the preparation of this agreement or any
part of it.





 




	
Gilbert + Tobin

 

	
 

	
 






 






 








Schedule
2

 Agreed Bid Terms





 




1

Consideration





 

The consideration
offered under the Bid will be $1.83 for each Target Share not held
by a Related Body Corporate of Bidder as at the date of this
agreement (less the cash amount of any dividend paid by the Target
before the payment of such consideration, including, without
limitation, the Permitted Dividend), subject to any improvement
permitted by the Corporations Act.

 

Any entitlement to
a payment of less than $0.01 will be rounded up if $0.005 and above
but otherwise rounded down.

 




2

Offer
Period





 

The Offer will
remain open for a period of at least one month from the Offer Date
until 25 August 2017:

 




(a)

subject to
Bidder’s right to extend the period under the Corporations
Act; and





 




(b)

provided that the
Bidder may, subject to the Corporations Act, close the Offers prior
to such time if a Condition has been breached and such breach is
not capable of being addressed such that the Condition could be
satisfied on or by the Closing Date.





 




3

 Conditions





 

The Offer, and any
contract resulting from its acceptance, is subject to the
conditions set out below.

 




(a)

Minimum
acceptance





 

At the end of the
Offer Period, Bidder has:

 




(i)

received valid
acceptances in respect of at least 75% (by number) of the
Non-Associated Shares; and





 




(ii)

a Relevant Interest
in at least 90% (by number) of all Target Shares.





 




(b)

No other
outstanding securities





 

At the end of the
Offer Period, there are no securities on issue in Target other than
100,387,052 Target Shares and there are no outstanding offers,
agreements or rights to be issued with Target Shares or other
securities. At the completion of the Offer, all rights unvested
under all long-term incentive plans of Target will be
terminated.

 




(c)

No Prescribed
Occurrences





 

There are no
Prescribed Occurrences during the Offer Period.

 




(d)

No regulatory
action





 

During the Offer
Period:

 




(i)

there is not in
effect any preliminary or final decision, order or decree issued by
a Government Agency;





 




(ii)

no action or
investigation is announced, commenced or threatened by any
Government Agency; and





 




(iii)

no application is
made to any Government Agency (other than by Bidder),





 

in consequence of,
or in connection with, the Offer (other than an application to, or
a decision or order of, ASIC or the Takeovers Panel in the exercise
of powers and discretions conferred by the Corporations Act),
which:




(iv)

restrains,
prohibits or impedes (or if granted or made could restrain,
prohibit or impede), or otherwise materially adversely impacts
upon:





 




(A)

the making of the
Offers or the completion of any transaction contemplated by the
Offer; or





 




(B)

the rights of
Bidder in respect of Target or the Target Shares; or





 




(v)

requires the
divestiture by Bidder of any Target Shares or the divestiture of
any assets of the Target Group.





 




(e)

Acquisitions,
disposals and capex





 

During the Offer
Period, except for Permitted Actions no Target Group
Member:

 




(i)

except for
purchases of assets in the ordinary course, acquires or agrees to
acquire any assets, properties or businesses, or incurs, agrees to
incur or enters into a commitment or a series of commitments
involving capital expenditure by the Target Group, whether in one
or more transactions, where the amounts or value involved in such
transaction, transactions, commitments or series of commitments
exceeds $100,000 in aggregate; or





 




(ii)

except for sales of
assets in the ordinary course of business, disposes of, or agrees
to dispose of, or creates or agrees to create an equity interest in
respect of any assets (including, without limitation, under any
off-take or similar agreement), properties or businesses, whether
in one transaction or a number of such transactions, where the
amount or value involved in such transaction or transactions
exceeds $100,000 in aggregate.





 




(f)

 No material adverse
change in the Target Group





 

During the Offer
Period, no event, change, condition, matter or thing (each an
Event) occurs, is disclosed
or announced or becomes known to Bidder (in each case where not
known to Bidder or General Finance Corporation prior to execution
of this agreement) which has had, will have or is reasonably likely
to have (whether individually or when aggregated with one or more
other Events) a material adverse effect on the assets, liabilities,
financial or trading position, performance, profitability or
prospects of the Target Group (taken as a whole), unless (a)
arising as a result of any generally applicable change in law or
governmental policy); (b) arising in relation to any Permitted
Action; (c) relating to the state of securities markets in general;
(d) arising in relation to an impairment, provisioning or write-off
of existing assets that does not have an impact on the
Target’s cashflow; or (e) resulting from any changes in the
shipping container industry in general. Without limitation to the
foregoing, such an effect will be caused by:

 




(A)

diminution in the
value of the consolidated net assets of the Target Group (taken as
a whole) of at least $10,000,000 against what it could have
reasonably been expected to have been but for the relevant Event;
or





 




(B)

a decrease in the
guidance floor to shareholders of the Target in earnings before
interest, tax, depreciation and amortisation of the Target Group
(taken as whole) of $2,500,000 or more.





 




(g)

No dividends or
distributions





 

During the Offer
Period, Target does not announce, make, declare or pay any
distribution (whether by way of dividend, capital reduction or
otherwise and whether in cash or in specie), other than the
Permitted Dividend, or agree to do any of the
foregoing.

 




(h)

Index





 

Before the end of
the Offer Period the ASX All Ordinaries Index does not close below
4,000 on 5 consecutive Business Days.

 




(i)

Market





 

Before the end of
the Offer Period, no material adverse change, as reasonably
determined by Bison, in the financial or capital markets generally,
or in the markets for subordinate debt or warrants or other equity
securities, in each case that has adversely impacted or could
reasonably be expected to adversely impact, Bison’s
investment in notes issued by Bidder and GFN Finance in connection
with the Bison Funding Arrangements.

 




(j)

No Bidder Material
Adverse Change





 

Before the end of
the Offer Period, no Bidder Material Adverse Change has occurred
with respect to any member of the GFN Group.

 

 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 








Schedule
3

 Timetable





 

 

 


	

Day

 

	

Event

 


	
12 July
2017

 

	
Execution of this
agreement

Release of Agreed
Public Announcement

Announcement of
Permitted Dividend

 


	
18 July
2017

 

	
Permitted Dividend
record date

 


	
19 July
2017

 

	
Bidder’s
Statement lodged with ASIC, sent to Target and released on
ASX

Target’s
Statement lodged with ASIC, sent to Bidder and released on
ASX

 


	
24 July
2017

 

	
Offer Period
opens

Bidder’s
Statement and Target’s Statement sent to Target
Shareholders

 


	
25 August
2017

 

	
Earliest date of
close of Offer Period

 






 

 

 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 





Execution
page

 

Executed
as an agreement.

 

 

 


	
Signed and
delivered by GFN Asia Pacific
Holdings Pty Ltd ACN 620 127 791 in accordance with section
127 of the Corporations Act
2001 (Cth) and by:

 

 


	
Signature of
director

 

 

	
 

	
Signature of
director/secretary

 


	
Name of director
(print)

 

	
 

	
Name of
director/secretary (print)

 


	
Dated:

 

	
 






 

 

 


	
Signed and
delivered by Royal Wolf
Holdings Limited in accordance with section 127 of the
Corporations Act 2001 (Cth)
and by:

 

 


	
Signature of
director

 

 

	
 

	
Signature of
director/secretary

 


	
Name of director
(print)

 

	
 

	
Name of
director/secretary (print)

 


	
Dated:

 

	
 






 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 





Attachment
A  Agreed Public
Announcement

 

 

 



 






 





Exhibit
K

 

 



 







 





 

 

 

 

 

 

 

 

 

 

 

CHESS Sponsorship
Deed

 

 

GFN
Asia Pacific Holdings Pty Ltd.

[Name of Security
Provider]

 

 

Credit
Suisse Equities (Australia) Limited

[Name of
Participant]

 

 

Bison
Capital Partners V, L.P.

[Name of Secured
Party]

 

   

 



 

L\312229871.2






 






Contents

 

 





1. 


Definitions and interpretation 1





 




1.1 

Definitions 1








1.2 

Interpretation 1








1.3 

Capacity
of Secured Party 1








1.4 

ASX
Rules definitions 1








1.5 

Inconsistency
with CHESS Sponsorship Agreement 1








1.6 

Finance
Document 1





 





2. 


Acquisition and holding of CHESS
Securities 1





 




2.1 

Participant
as Controlling Participant 1








2.2 

HIN
or SRN 1








2.3 

Delivery
of documents 1








2.4 

Subpositions 1





 





3. 


Sponsorship representations and
warranties 1





 




3.1 

By
Security Provider and Participant 1








3.2 

By
Participant 1








3.3 

Repetition 1





 





4. 


Participant's undertakings 1





 




4.1 

Dealings
with CHESS Securities 1








4.2 

Secured
Party or Receiver instructing the
Participant 1








4.3 

Conversions 1








4.4 

Required
change to form of holding or
registration 1








4.5 

Participant
not bound to enquire 1








4.6 

Participant's
general obligations 1








4.7 

Security
Provider covenants 1








4.8 

Instructions
and directions 1








4.9 

Securities
lending arrangements 1





 





5. 


Termination 1





 




5.1 

Participant
unable to perform 1








5.2 

Termination
of this deed 1





 





6. 


Expenses, stamp duties and GST 1





 




6.1 

Expenses 1








6.2 

Stamp
duties 1








6.3 

GST 1





 





7. 


Indemnity - Security Provider to
Participant 1





 

 





8. 


Assignment 1





 

 





9. 


Notices 1





 




9.1 

Communications
in writing 1








9.2 

Electronic
communication 1





 





10. 


Miscellaneous 1





 




10.1 

Authorised
Officers and communications 1








10.2 

Severance 1








10.3 

Variation 1








10.4 

Powers
cumulative 1








10.5 

Waiver 1








10.6 

Indemnities 1








10.7 

Moratorium
legislation 1








10.8 

Counterparts 1








10.9 

No
merger 1








10.10 

Governing
law 1








10.11 

Jurisdiction 1





 

 

 



L\312229871.2






 





CHESS
Sponsorship Deed

 



Date

 




Parties 

GFN Asia Pacific Holdings Pty Ltd.
([Name of Security
Provider])





 

Credit Suisse Equities (Australia)
Limited ABN 35 068 232 708 at [insert
address] ([Name of
Participant])

 

Bison Capital Partners V, L.P.,
[________________]([Name of
Secured Party])

 

 

Background

 




A.

The Participant and
the Security Provider have entered into the CHESS Sponsorship
Agreement.





 




B.

The Security
Provider has mortgaged or is proposing to mortgage the CHESS
Securities to the Secured Party under the Security
Agreement.





 




C.

This deed is
entered into to protect the interests of the Secured Party under
the Security Agreement.





 

Operative
provisions

 




1.

 Definitions and
interpretation





 




1.1

 Definitions





 

In this
deed:

 

Authorised Officer means:

 




(a)

in relation to the
Security Provider, any director or company secretary of the
Security Provider, or any person nominated by the Security Provider
by a notice to the Secured Party as an authorised officer on behalf
of the Security Provider to sign notices or documents in connection
with this deed, the notice to be accompanied by specimen signatures
of the persons concerned; and





 




(b)

in relation to the
Participant or the Secured Party, any person whose title or office
includes the words manager, associate director, director, company
secretary and any person acting in any of those officers, or any
person appointed as an Authorised Officer by the Participant or
Secured Party, as applicable.





 

ASX means ASX Limited (ABN 98 008 624
691), or the financial market it operates, as the context
requires.

 

ASX Rules means the rules relating to
the operation of CHESS including the ASX Settlement Operating Rules
as published by the ASX Limited (ABN 98 008 624 691).

 

Attorney means any attorney (including
any delegate) appointed under this deed and any person who by
delegation directly or indirectly derives a right from an
attorney.

 

Business Day means a day (other than a
Saturday or Sunday) on which banks are open for business generally
in Sydney.

 

CHESS means the Clearing House
Electronic Sub-register System.

 

CHESS Securities means the Marketable
Securities which are, or are proposed to become, the subject of the
CHESS Sponsorship Agreement from time to time, which as at the date
of this deed consist of 50,198,526 ordinary shares in Royal Wolf
Holdings Limited, a limited liability company incorporated in
Australia with registered number ABN 91 121 226 793 and listed on
the Australian Securities Exchange under stock code
RWH.

 

CHESS Sponsorship Agreement means the
sponsorship agreement titled "Broker Sponsorship Agreement" dated
[#] 2014
between the Participant and the Security Provider.

 

Company means each company that has
issued CHESS Securities.

 

Controlling Participant has the meaning
given to that term under the ASX Rules, provided that such
Controlling Participant has been appointed pursuant to the terms of
the CHESS Sponsorship Agreement.

 

Cost means any cost, expense, charge,
liability or disbursement.

 

CSF Operator means ASX Settlement Pty
Limited ABN 49 008 504 532 or its successor as
the operator of the clearing and settlement facility for the
financial market operated by ASX.

 

Finance Document means:

 




(a)

this
deed;





 




(b)

the Security
Agreement;





 




(c)

the Securities
Purchase Agreement; and





 




(d)

each other "Finance
Document" as defined in the Securities Purchase
Agreement.





 

Government Authority means any
government or governmental or semi-governmental entity, authority,
agency, commission, corporation or body (including those
constituted or formed under any Statute), local government
authority, administrative or judicial body or tribunal or stock
exchange.

 

GST means any goods and services Tax,
consumption Tax, value added Tax or any similar Tax.

 

Marketable Securities has the meaning
given to "marketable securities" in section 9 of the
Corporations Act but as if the reference to "managed investment
scheme" included any unit trust which is not registered under the
Corporations Act.

 

Power means any right, power, authority,
discretion, remedy or privilege conferred on the Secured Party, any
Receiver or any Attorney, in any case, under this deed or by
law.

 

Receiver means a receiver or receiver
and manager appointed under the Security Agreement.

 

Secured Property has the meaning given
to the term "Secured Property" in the Security
Agreement.

 

Securities Purchase Agreement means the
securities purchase agreement dated [__ July 2017] among General
Finance Corporation, a Delaware corporation, the Grantor (as
borrower), GFN Asia Pacific Finance Pty Ltd., an Australian
corporation, and the Secured Party.

 

Security Agreement means the document
titled "general security deed" dated on or about the date of this
deed between the Security Provider and the Secured
Party.

 

Statute means any legislation of the
Parliament of the Commonwealth of Australia, of any State or
Territory of the Commonwealth of Australia or of any other
jurisdiction or Government Authority in force at any
time.

 

Tax means any taxes, levies, imposts,
deductions, charges and withholdings assessed, imposed, collected
or withheld under any legislation and, in each case, all interest,
fines, penalties, charges, fees or other amounts in respect of
them.

 




1.2

 Interpretation





 

In this
deed:

 




(a)

headings are for
convenience only and do not affect interpretation;





 

and unless the
context indicates a contrary intention:

 




(b)

"person" includes an individual, the
estate of an individual, a corporation, a Government Authority, an
association or a joint venture and a trust;





 




(c)

a reference to a
party includes that party's executors, administrators, successors
and permitted assigns, including persons taking by way of novation
and, in the case of a trustee, includes a substituted or an
additional trustee;





 




(d)

a reference to a
document is to that document as varied, novated, ratified, replaced
or restated from time to time, including for the avoidance of doubt
any such variation, novation, ratification, replacement or
restatement which has the effect directly or indirectly of
increasing in any way the Secured Property;





 




(e)

a reference to a
law includes any law, principle of equity, Statute and official
directive of any Government Authority and a reference to any
legislation (including any Statute) includes any rule, regulation,
ordinance, by-law, statutory instrument, order or notice at any
time made under that legislation and, in each case, any
consolidations, amendments, re-enactments and
replacements;





 




(f)

a word importing
the singular includes the plural (and vice versa) and a word
indicating a gender includes every other gender;





 




(g)

a reference to a
party, clause or schedule is a reference to a party, clause or
schedule to or of this deed and a reference to this deed includes
all schedules to it;





 




(h)

if a word or phrase
is given a defined meaning, any other part of speech or grammatical
form of that word or phrase has a corresponding
meaning;





 




(i)

a reference to an
asset includes any real or personal property or asset, whether
tangible or intangible, present or future, together with any
interest or benefit in or revenue from, such property or
asset;





 




(j)

"includes" in any form is not a word of
limitation;





 




(k)

where the day on or
by which any sum is payable or any act, matter or thing is to be
done is a day other than a Business Day, that sum will be paid or
that act, matter or thing will be done on the next Business Day in
the same calendar month (if there is one) or the preceding Business
Day (if there is not); and





 




(l)

a reference to
"subsists" or any similar
expression in relation to an Event of Default indicates an Event of
Default which has not been remedied or waived in accordance with
the terms of the Security Agreement.





 




1.3

 Capacity of Secured Party





 




(a)

The Secured Party
enters into this deed in its capacity as "Security Agent" (as
defined in the Securities Purchase Agreement) under the Securities
Purchase Agreement.





 




(b)

Clause 25.11 of the
Securities Purchase Agreement is incorporated by reference and
applies in this deed as if set out in full with the necessary
changes.





 




1.4

 ASX Rules definitions





 

Unless defined in
this deed or as the context otherwise requires, expressions which
are given a meaning in the:

 




(a)

ASX Rules;
and





 




(b)

the Security
Agreement,





 

have the same
meaning in this deed.

 




1.5

 Inconsistency with CHESS Sponsorship
Agreement





 

Despite the
provisions of the CHESS Sponsorship Agreement, the Security
Provider acknowledges that it and the Participant have entered into
this deed to reflect the Secured Party's rights as mortgagee of the
Secured Property. This deed prevails over the CHESS Sponsorship
Agreement to the extent of any inconsistency.

 




1.6

 Finance Document





 

This deed is a
"Finance Document" for the purposes of the Securities Purchase
Agreement.

 




2.

 Acquisition and holding of CHESS
Securities





 




2.1

 Participant as Controlling
Participant





 

The Security
Provider must (to the extent permitted by law and the ASX
Rules):

 




(a)

ensure that each
Marketable Security held by it from time to time that forms part of
the Secured Property:





 




(i)

is acquired as;
or





 




(ii)

immediately on its
acquisition is the subject of a Transfer or a Conversion
to,





 

a Participant
Sponsored Holding with the Participant as Controlling Participant
pursuant to the CHESS Sponsorship Agreement;

 




(b)

without limiting
paragraph (a) above, immediately take all steps necessary to effect
a Transfer or a Conversion of each Marketable Security held by it
from time to time that forms part of the Secured Property
from:





 




(i)

a Certificated
Holding to a Participant Sponsored Holding; and





 




(ii)

an Issuer Sponsored
Holding to a Participant Sponsored Holding,





 

with the
Participant as Controlling Participant pursuant to the CHESS
Sponsorship Agreement for these holdings;

 




(c)

do all acts and
things necessary, or required by the Secured Party or the
Participant, to ensure that such Marketable Securities are so
acquired, Transferred or Converted to a Participant Sponsored
Holding with the Participant as Controlling Participant pursuant to
the CHESS Sponsorship Agreement; and





 




(d)

provide the Secured
Party with full details of the acquisition, Transfer or Conversion
once it has been completed, including copies of any documentation
connected with that acquisition, Transfer or
Conversion.





 




2.2

 HIN or SRN





 




(a)

The Security
Provider undertakes to promptly advise the Secured Party in writing
of any HIN or SRN used to identify it as soon as it becomes aware
of such HIN or SRN.





 




(b)

Each party to this
deed consents to the Secured Party inserting into the Security
Agreement on or after the date of this deed the details of any HIN
or SRN used to identify the CHESS Securities forming part of the
Secured Property.





 




2.3

 Delivery of documents





 

If required by the
Secured Party to do so (including as a consequence of any Transfer
or Conversion of a CHESS Security by the Participant in an Off
Market Transaction), the Security Provider must immediately give to
the Participant all certificates, marked or unmarked transfers and
any other documents relating to each CHESS Security that forms part
of the Secured Property or any of the Secured Property that is
capable of Transfer or Conversion into a CHESS Holding as soon as
they are available to the Security Provider or its agents, together
with any documents which are necessary to effect a Transfer or
Conversion.

 




2.4

 Subpositions





 




(a)

If the Secured
Party determines (acting reasonably) that a Subposition, Holder
Record Lock or other similar mechanism is necessary or desirable to
protect its interest in a CHESS Security that forms part of the
Secured Property, the Security Provider and the Participant must,
immediately on request from the Secured Party, do all things and
take all actions (including executing documents) to cause that
CHESS Security to be reserved in a Subposition or subject to a
Holder Record Lock or other similar mechanism on the conditions, if
any, specified by the Secured Party.





 




(b)

The Participant and
the Security Provider must not:





 




(i)

reserve or release,
or attempt to reserve or release, the CHESS Securities into or out
of a Subposition; or





 




(ii)

subject, or attempt
to subject, the CHESS Securities to a Holder Record Lock or similar
mechanism,





 

without the written
consent of the Secured Party.

 




3.

  Sponsorship representations and
warranties





 




3.1

 By Security Provider and
Participant





 

The Security
Provider represents and warrants to the Secured Party
that:

 




(a)

the CHESS
Sponsorship Agreement is valid, binding and enforceable against it
in accordance with its terms; and





 




(b)

to the extent
permitted by law and the ASX Rules, all the Marketable Securities
that form part of the Secured Property are held under the CHESS
Sponsorship Agreement as a Participant Sponsored Holding with the
Participant as the Controlling Participant pursuant to the CHESS
Sponsorship Agreement.





 




3.2

 By Participant





 

The Participant
represent and warrants to the Secured Party that:

 




(a)

the Participant has
power, authority and capacity unconditionally to execute, deliver
and comply with its obligations under this deed;





 




(b)

the Participant has
taken all necessary action to authorise the unconditional execution
and delivery of, and the compliance with its obligations under this
deed;





 




(c)

the unconditional
execution, delivery of, and compliance with its obligations under
this deed do not contravene:





 




(i)

 any
Statute;





 




(ii)

the constitution or
other constitutional documents of the Participant;





 




(iii)

any agreement or
instrument to which the Participant is a party; or





 




(iv)

any obligation of
the Participant to any person; and





 




(d)

the Participant is
and continues to be able to establish Participant Sponsored
Holdings in accordance with the ASX Rules.





 




3.3

 Repetition





 

Each representation
and warranty in this clause 3 (other than clause 3.2(c)(i)) is
repeated, with reference to the facts and circumstances at the
time, on each day on which representations and repeated under the
Securities Purchase Agreement until termination of this
deed.

 




4.

 Participant's
undertakings





 




4.1

  Dealings with CHESS
Securities





 

Despite anything to
the contrary contained in this deed and without affecting any of
the rights as between the Security Provider and the Secured Party
under the Security Agreement, the Security Provider irrevocably
authorises and instructs the Participant that, until the
Participant receives a notification from the Secured Party under
clause 5.2, the Participant agrees with the Security Provider
and the Secured Party that the Participant must:

 




(a)

deal with the CHESS
Securities covered by this deed only on the instructions, and with
the consent, of the Secured Party;





 




(b)

 at any time after the
Secured Party notifies the Participant that an Enforcement Event
has occurred, transfer the legal title to any of the CHESS
Securities covered by this deed upon receiving the instructions of
the Secured Party;





 




(c)

 at any time after the
Secured Party notifies the Participant that an Enforcement Event
has occurred, issue the appropriate CHESS Transfer message to the
CSF Operator upon receiving the instructions of the Secured Party
to receive or deliver or Transfer any CHESS Securities covered by
this deed;





 




(d)

in respect of the
sale of any CHESS Securities covered by this deed which has been
instructed or consented to by the Secured Party, remit to the
Secured Party or as it may direct the proceeds of sale promptly
upon receipt without any deduction other than its normal sale
commission; and





 




(e)

 at any time after the
Secured Party notifies the Participant and that an Enforcement
Event has occurred, if so instructed by the Secured
Party:





 




(i)

accept a takeover
offer for any of the CHESS Securities covered by this deed;
and





 




(ii)

initiate a change
in the sponsorship of the CHESS Securities covered by this
deed,





 

without reference
to the Security Provider and irrespective of any disputes with or
direction not to comply with the instructions of the Secured Party
by, or the insolvency of, the Security Provider.

 




4.2

 Secured Party or Receiver instructing
the Participant





 

If the Secured
Party, a Receiver or any Attorney exercises a Power under the
Security Agreement and the Secured Party has notified the
Participant that an Enforcement Event has occurred:

 




(a)

 the Secured Party,
Receiver or any Attorney may instruct the Participant without
reference to the Security Provider, and that exercise of Power and
the instructions are authorised and valid as far as the Participant
is concerned despite any actual or constructive notice to the
contrary and despite any instructions from the Security Provider to
the contrary; and





 




(b)

the Participant
agrees to act on the instructions of the Secured Party, Receiver or
any Attorney as set out in clause 4.2(a), and may remove any
Holder Record Lock in accordance with the ASX Rules to facilitate
that exercise of Power and, without instruction, confirmation or
ratification from the Security Provider,





 

and the Security
Provider will be bound by those instructions.

 




4.3

 Conversions





 

Where the ASX Rules
require a Conversion of the CHESS Securities to a type of holding
other than a Participant Sponsored Holding:

 




(a)

the Participant
must promptly notify the Secured Party and the Security Provider of
the required Conversion;





 




(b)

the Participant
must effect the required Conversion in accordance with the ASX
Rules;





 




(c)

the Participant
must provide the Secured Party and the Security Provider with full
details of the Conversion once it has been effected;
and





 




(d)

any Certificates
received by the Participant or the Security Provider, in relation
to the Marketable Securities which were immediately prior to the
Conversion CHESS Securities, as a result of the Conversion must be
immediately delivered by the Participant or the Security Provider
(as the case may be) to the Secured Party.





 




4.4

 Required change to form of holding or
registration





 

The Participant
must promptly notify the Secured Party of any requirement which
affects the way in which any CHESS Security that forms part of the
Secured Property is held or registered. If the Participant is
required by law or by a Government Authority (including the CSF
Operator) to effect such a change, then:

 




(a)

the Participant
must comply with the requirement; and





 




(b)

without limiting
the Security Provider's obligations under the Security Agreement,
the Security Provider must do whatever the Secured Party (acting
reasonably) requires it to do to ensure that the Secured Party is
as effectively secured in respect of that CHESS Security after the
change is effected.





 




4.5

 Participant not bound to
enquire





 

When dealing with
the Secured Party, a Receiver or any Attorney, the Participant need
not enquire whether:

 




(a)

there has been a
default under the Security Agreement, or whether a Receiver or
Attorney has been properly appointed; or





 




(b)

the Secured Party,
a Receiver or any Attorney has executed or registered an instrument
or exercised a Power properly or with authority.





 




4.6

 Participant's general
obligations





 

The Participant
must:

 




(a)

(giving effect to interests) take
whatever action is reasonably required by the Secured Party in
accordance with the ASX Rules (including any actions specified in
clause 4.1 but the Secured Party must not direct the Participant to
take any of the actions specified in clauses 4.1(b), 4.1(c) or
4.1(e) unless and until the Secured Party has notified the
Participant that an Enforcement Event has occurred) to give effect
to the arrangements under the Security Agreement and the Security
Provider authorises the Participant to take such
action;





 




(b)

(information) if requested by the Secured
Party, provide the Secured Party with copies of statements of
holding balances and any other information which the Participant is
reasonably able to obtain in relation to the CHESS Securities that
form part of the Secured Property; and





 




(c)

(CHESS Sponsorship Agreement) not change,
or agree to a change in, the CHESS Sponsorship Agreement in a
manner in any way inconsistent with the arrangements set out in
this deed, unless required by law or by an express requirement of
the ASX Rules (in which case, such change must be promptly notified
to the Secured Party).





 




4.7

 Security Provider
covenants





 

The Security
Provider acknowledges and agrees that:

 




(a)

 the Security Provider
will not act in a manner in any way inconsistent with the
arrangements set out in this deed, and in particular and despite
its role as Participant Sponsored Holder, it will not:





 




(i)

give any
instructions to or conduct any dealings with the Participant as
Controlling Participant pursuant to the CHESS Sponsorship Agreement
or otherwise in connection with the CHESS Securities that form part
of the Secured Property or the CHESS Sponsorship Agreement other
than as specifically permitted under this deed or any other Finance
Document; and





 




(ii)

exercise any of its
rights as Participant Sponsored Holder other than as specifically
permitted on and subject to the terms of this deed or any other
Finance Document; and





 

any such action of
the Security Provider prohibited by this clause 4.7(a) is of
no effect; and

 




(b)

at any time after
the Secured Party notifies the Participant that the Participant as
Controlling Participant pursuant to the CHESS Sponsorship Agreement
is entitled to rely on the instructions received from the Secured
Party, a Receiver or any Attorney dealing in any way with the CHESS
Securities that form part of the Secured Property or the CHESS
Sponsorship Agreement as if the Secured Party or that Receiver or
Attorney were the Participant Sponsored Holder under that CHESS
Sponsorship Agreement in the place of the Security
Provider.





 




4.8

 Instructions and
directions





 

Each of the
Security Provider and the Participant acknowledges and agrees that
instructions and directions given to the Participant by the
Security Provider in relation to the CHESS Securities will be of no
force and effect unless endorsed by the Secured Party with its
written consent.

 




4.9

 Securities lending
arrangements





 

Each of the
Security Provider and the Participant must not enter into, or takes
steps to enter into, any securities lending arrangements or other
similar arrangement in relation to the CHESS Securities which form
part of the Secured Property.

 




5.

 Termination





 




5.1

 Participant unable to
perform





 

If the Participant
is suspended from participation in CHESS, or is otherwise unable to
perform its obligations under the CHESS Sponsorship Agreement or
this deed, the Security Provider must ensure that it complies with
its obligations under clause 5.7(c) of the Security
Agreement.

 




5.2

  Termination of this deed





 




(a)

This deed will
terminate when:





 




(i)

the Secured Party
notifies the Security Provider and the Participant that it has
released all CHESS Securities that form part of the Secured
Property from the Security Agreement and that the Security
Agreement has been terminated; or





 




(ii)

each Company ceases
to be quoted on the official list of the ASX.





 

The Secured Party
must notify the Participant of any release or
termination.

 




(b)

The termination of
this deed does not affect any rights or obligations of the parties
which accrue before termination.





 




6.

 Expenses, stamp duties and
GST





 




6.1

 Expenses





 




(a)

The Security
Provider must reimburse the Participant on demand for, and
indemnifies the Participant against, all costs, losses and expenses
including legal fees, costs and disbursements reasonably incurred
in connection with negotiating, preparing and executing this deed
and any subsequent consent, agreement, approval, waiver or
amendment relating to, or discharge of, this deed.





 




(b)

The Security
Provider will bear the cost of its compliance with this
deed.





 




6.2

 Stamp duties





 

The Security
Provider:

 




(a)

 must promptly pay all
stamp duty, transaction, registration and similar Taxes, including
fines and penalties which may be payable to, or required to be paid
by, any appropriate Government Authority or determined to be
payable in connection with the execution, delivery, performance or
enforcement of this deed or any payment, receipt or other
transaction contemplated by this deed; and





 




(b)

indemnifies the
Participant and the Secured Party against any loss or liability
incurred or suffered by it as a result of the delay or failure by
the Security Provider to pay any Taxes as required in accordance
with clause 6.2(a).





 




6.3

  GST





 




(a)

Any reimbursement
required to be made by the Security Provider under this deed for a
Cost or other amount paid or incurred by the Secured Party will be
limited to the total Cost or other amount less the amount of any
input tax credit to which the Secured Party is entitled for the
acquisition to which the Cost or other amount relates.





 




(b)

If GST is payable
in respect of any supply made by or through the Secured Party
under, pursuant to, or in connection with this deed (GST Liability), then:





 




(i)

where consideration
is provided by the Security Provider in relation to that supply,
the Security Provider will pay an additional amount to the Secured
Party equal to the full amount of the GST Liability;
and





 




(ii)

except where clause
6.3(b)(i) applies, the Security Provider will indemnify and keep
the Secured Party indemnified for the full amount of the GST
Liability.





 

The Secured Party
will provide to the Security Provider a tax invoice complying with
the relevant law relating to any payment made to it in accordance
with this clause 6.3(b).

 




7.

 Indemnity - Security Provider to
Participant





 

The Security
Provider indemnifies the Participant against, and must pay to the
Participant on demand amounts equal to, any cost, loss or expenses
suffered by the Participant as a result of or in connection
with:

 




(a)

the Participant
complying with its obligations under this deed; or





 




(b)

the exercise of a
Power by the Secured Party, a Receiver or any Attorney in relation
to this deed, the Security Agreement, the CHESS Sponsorship
Agreement or the CHESS Securities that form part of the Secured
Property.





 

The indemnity in
this clause 7 does not apply to any cost, loss or expense suffered
by the Participant as a result of its own fraud, negligence or
wilful misconduct.

 




8.

  Assignment





 




(a)


 





 




(i)

The Secured Party
may at any time assign or otherwise transfer all or any part of its
rights under this deed and may disclose to a proposed assignee or
transferee any information in the Secured Party's possession
relating to the Security Provider.





 




(ii)

If the Secured
Party assigns or otherwise transfers all or any part of its rights
under this deed as permitted in accordance with this clause 8(a),
the Security Provider may not claim against any assignee or
transferee any right of set-off or any other rights the Security
Provider has against the assigning or transferring Secured
Party.





 




(b)

The Security
Provider cannot assign, novate or otherwise transfer any of its
rights or obligations under this deed without the prior written
consent of the Secured Party.





 




9.

  Notices





 




9.1

 Communications in writing





 




(a)

Any communication
to be made under or in connection with this deed shall be made in
writing and, unless otherwise stated, may be made by fax or
letter.





 




(b)

Each communication
(including each notice, consent, approval, request or demand) under
or in connection with this deed:





 




(i)

must be legible and
in writing;





 




(ii)

must be addressed
to the following address or facsimile number (or as otherwise
notified by a party to the Security Provider, the Participant and
the Secured Party from time to time:





 

Security
Provider

 




Address: 

39 East Union
Street





Pasadena,
California 91103

United States of
America




Fax: 

001-626-795-8090








For the
attention of: 

Christopher A.
Wilson





 

Participant

 




Address: 

[ ]





[ ]

[ ]




Fax: 

[ ]








For the
attention of: 

[ ]





 

Secured
Party

 




Address: 

[ ]





[ ]

[ ]




Fax: 

[ ]








For the
attention of: 

[ ]





 




(iii)

 must be signed by the
sender or by an Authorised Officer of the sender.





 




(c)

Any communication
or document made or delivered by one person to another under or in
connection with this deed will only be effective:





 




(i)

if by way of fax,
when received in legible form; or





 




(ii)

if by way of
letter, when it has been left at the relevant address or 5 Business
Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address,





 

and, if a
particular department or officer is specified as part of the
address details set out in clause 9(b) above, if addressed to that
department or officer.

 




(d)

Any communication
or document to be made or delivered to the Secured Party will be
effective only when actually received by the Secured Party and then
only if it is expressly marked for the attention of the department
or officer identified with the Secured Party's signature (or any
substitute department or officer as the Secured Party shall specify
for this purpose).





 




(e)

Any communication
or document which becomes effective, in accordance with this clause
9, after 5.00 p.m. in the place of receipt shall be deemed only to
become effective on the following day.





 




(f)

Each communication
sent in accordance with this clause 9 may be relied on by the
recipient if the recipient, acting reasonably, believes the
communication to be genuine and if it appears to be executed by or
on behalf of the sender in accordance with clause 9.1(b)(iii)
(without the need for further enquiry or
confirmation).





 




9.2

  Electronic communication





 




(a)

Any communication
to be made between any two parties under or in connection with this
deed may be made by electronic mail or other electronic means, to
the extent that those two parties agree that, unless and until
notified to the contrary, this is to be an accepted form of
communication and if those two parties:





 




(i)

notify each other
in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of
information by that means; and





 




(ii)

notify each other
of any change to their address or any other such information
supplied by them by not less than 5 Business Days'
notice.





 




(b)

Any electronic
communication made between those two parties will be effective only
when actually received in readable form and in the case of any
electronic communication made by a party to the Secured Party or
the Participant only if it is addressed in such a manner as the
Secured Party or the Participant respectively shall specify for
this purpose.





 




(c)

Any electronic
communication which becomes effective, in accordance with clause
9.2(b) above, after 5.00 p.m. in the place of receipt shall be
deemed only to become effective on the following day.





 




10.

 Miscellaneous





 




10.1

 Authorised Officers and
communications





 

The Security
Provider irrevocably authorises the Secured Party and the
Participant to rely on a certificate by any person purporting to be
its director or secretary as to the identity and signatures of its
Authorised Officers, and to rely on any notice or other document
contemplated by this deed or the Security Agreement which bears the
purported signature (whether given by facsimile or otherwise) of
its Authorised Officer. The Security Provider warrants that those
persons have been authorised to give notices and communications
under or in connection with this deed and the Security
Agreement.

 




10.2

 Severance





 

If at any time a
provision of this deed is or becomes illegal, invalid, void or
unenforceable in any respect under the law of any jurisdiction,
that will not affect or impair the legality, validity or
enforceability:

 




(a)

in that
jurisdiction of any other provision of this deed; or





 




(b)

under the law of
any other jurisdiction of that or any other provision of this
deed.





 




10.3

 Variation





 

An amendment or
variation to this deed is not effective unless it is in writing and
signed by all the parties.

 




10.4

 Powers cumulative





 

Each Power is
cumulative and in addition to each other Power available to the
Secured Party or any Receiver.

 




10.5

 Waiver





 




(a)

Failure to exercise
or enforce, or a delay in exercising or enforcing, or the partial
exercise or enforcement of, any Power does not preclude, or operate
as a waiver of, the exercise or enforcement, or further exercise or
enforcement, of that or any other Power.





 




(b)

A waiver or consent
given by the Secured Party under this deed is only effective and
binding on the Secured Party if it is given or confirmed in writing
by the Secured Party.





 




(c)

No waiver of a
breach of a term of this deed operates as a waiver of another
breach of that term or of a breach of any other term of this
deed.





 




10.6

 Indemnities





 




(a)

Each indemnity in
this deed is a continuing obligation, separate and independent from
the other obligations of the parties and survives termination,
completion, expiration or release of this deed.





 




(b)

It is not necessary
for the Secured Party to incur any expense or to make any payment
before enforcing a right of indemnity conferred by this
deed.





 




(c)

The Security
Provider must pay on demand any amount it must pay under an
indemnity in this deed.





 




10.7

 Moratorium legislation





 

To the fullest
extent permitted by law, all laws which at any time operate
directly or indirectly to:

 




(a)

lessen or affect in
favour of the Security Provider any obligation under this deed;
or





 




(b)

delay or otherwise
prevent or prejudicially affect the exercise of any
Power,





 

are expressly
waived.

 




10.8

 Counterparts





 

This deed may be
executed in any number of counterparts and by the parties on
separate counterparts. Each counterpart constitutes the deed of
each party who has executed and delivered that
counterpart.

 




10.9

 No merger





 

This deed and the
Powers are in addition to and do not merge with, postpone, lessen
or otherwise prejudicially affect any other Finance Document or any
other right, power, authority, discretion, remedy or privilege of
the Secured Party.

 




10.10

 Governing law





 

This deed is
governed by the law applying in New South Wales.

 




10.11

  Jurisdiction





 

The Security
Provider irrevocably:

 




(a)

submits to the
non-exclusive jurisdiction of the courts of New South Wales, and
the courts competent to determine appeals from those courts, with
respect to any proceedings which may be brought at any time
relating to this deed; and





 




(b)

waives any
objection it may now or in the future have to the venue of any
proceedings, and any claim it may now or in the future have that
any proceedings have been brought in an inconvenient forum, if that
venue falls within clause 10.11(a).





 

 



L\312229871.2






 





Executed as a deed and delivered on the
date shown on the first page.

 

 

 

 


	
Executed by Credit Suisse Equities (Australia)
Limited in accordance with section 127 of the
Corporations Act 2001 (Cth):

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Signature of
director

	
 

	
 

	
Signature of
company secretary/director


	
 

	
 

	
 

	
 


	
Full name of
director

	
 

	
 

	
Full name of
company secretary/director






 

 

 



 






 





Exhibit
L

 

 



 







 





FORM OF COMPLIANCE
CERTIFICATE

 


For the [Quarterly][Annual] Period
Ending _________,
20[_]

 

THIS COMPLIANCE
CERTIFICATE (this “Compliance
Certificate”) is delivered as of [____________],
20[_] by the Chief
Financial Officer of GFN Asia Pacific Holdings Pty Ltd., an
Australian corporation (the “Company”) to
Bison Capital Partners V, L.P., a Delaware limited partnership
(“Purchaser”)
pursuant to Section 9.2(k) of that
certain Securities Purchase Agreement, dated as of _______________,
2017 (the “Purchase
Agreement”), by and among the Company, Purchaser and
others. Capitalized terms used but not defined in this Compliance
Certificate shall have the respective meanings ascribed to them in
the Purchase Agreement. The term “Current
Period” shall mean the [quarterly][annual] period
ending on the date first shown above.

 

Any attached
schedules or sheets reflecting or listing additional items are
hereby incorporated herein by this reference thereto.

 

The undersigned,
the Chief Financial Officer of the Company, certifies to Purchaser
after reasonable investigation as follows:

 

1. All reports and
information submitted by each member of the Company for the Current
Period (other than projections) are complete, accurate, and true in
all material respects and are otherwise in accordance with
Section 9 of the
Purchase Agreement.

 

2. All evidence,
notices and copies required to have been delivered by the Company
during the Current Period pursuant to Section 9 of the Purchase
Agreement have been delivered in accordance therewith.

 

3. The financial
statements delivered under Sections 9.2(a) and
9.2(d) of the
Purchase Agreement for the Current Period (if any) have been
prepared in accordance with GAAP, or IFRS, as applicable, and
present fairly the financial condition and results of operations of
the Company as of the date thereof.

 

4. The information set
forth in the Disclosure Schedules ☐ has ☐ has
not changed. [If there are any
changes to the information set forth in the Disclosure Schedules,
complete Schedule 4
hereof.]

 

5. The representations
and warranties of each member of the Company set forth in the
Purchase Agreement and in the other Related Agreements are true and
correct in all material respects on and as of the date hereof, as
though made on and as of the date hereof, except (a) to the
extent that such representations and warranties relate solely to an
earlier date in which case such representations and warranties are
true and correct in all material respects as of such earlier date,
and (b) for matters arising after the Closing Date and
expressly permitted under the Purchase Agreement and the other
Related Agreements.

 

6.  There
☐ does ☐ does not exist any condition or
event that constitutes a Default or Event of Default or that could
be expected to result in a Material Adverse Change. [If a Default or Event of Default exists or a
Material Adverse Change could be expected to result, describe each
of them in reasonable details and what action the Company has
taken, is taking, or proposes to take with respect thereto
in Schedule 6
hereof.]

 

7. The aggregate
amount of Capital Expenditures incurred by the Company and its
Subsidiaries for the Current Period is $[__].

 

8. The aggregate
amount of Indebtedness of the Company and its Subsidiaries as of
the end of the Current Period is $[__]. The amount of such
Indebtedness permitted under the Deutsche Bank Credit Documents as
of the end of the Current Period is $[__].

 

9. The EBITDA of the
Company and its Subsidiaries for the Current Period is no less than
$[__]. The
calculation of such EBITDA in accordance with Sections 10.15(c) and
10.15(e) of the
Purchase Agreement is set forth in Schedule 9
hereof.

 

10. The leverage ratios
(as defined in Section
10.15(d) of the Purchase Agreement) of the Company and its
Subsidiaries as of the end of the Current Period are [__] to 1.00.

 

11. The information
provided in each of the attached Schedules is true, complete and
correct.

 

This Compliance
Certificate may be delivered by facsimile, portable document format
(PDF) or other electronic means and, when so delivered, shall have
the same legal effect as an original.

 


[the signature page follows]

 




	
SMRH:483255350.1

	
 

	
 


	
 

	
 

	
 






 






 





IN WITNESS WHEREOF,
the undersigned has executed this Compliance Certificate as of the
date first set forth above.

 


	
 

	
 

 

  Name:

Chief Financial
Officer

 






 




	
SMRH:483255350.1

	

Signature Page to Compliance Certificate

	
 


	
 

	
 

	
 






 






 





SCHEDULE 4

 

DISCLOSURE
SCHEDULES

 


	
Section

	
Changes

	
Explanation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 






 

 

 

 




	
SMRH:483255350.1

	
 

	
 


	
 

	
 

	
 






 






 





SCHEDULE 6

 

DEFAULTS, EVENTS OF
DEFAULT AND MATERIAL ADVERSE CHANGES

 




	
SMRH:483255350.1

	
 

	
 


	
 

	
 

	
 






 






 





SCHEDULE 7

 

CALCULATION OF
EBITDA

 

 

 

 



 






 





Exhibit
M

 

 



 







 





 

Royal Wolf Holdings
Limited

 

Redeemable
Preference Share Terms

 

 



 





 

 






 






Contents  Page

 




1 

Defined terms and
interpretation 1





 




1.1 

Definitions in the
Dictionary 1





 




1.2 

Interpretation 1





 




2 

Issue of
RPS 1





 




2.1 

Terms of
issue 1





 




2.2 

Issue
Price 1





 




3 

Dividends 1





 




3.1 

Dividends 1





 




3.2 

Cumulative,
etc 1





 




3.3 

Dividend Payment
Date 1





 




3.4 

Condition to the
payment of Dividends 1





 




4 

Redemption 1





 




4.1 

RPS are
Redeemable 1





 




4.2 

Redemption 1





 




4.3 

Redemption
Notice 1





 




4.4 

Redemption
Amount 1





 




4.5 

Effect of
Redemption 1





 




4.6 

Buy-back or
reduction of capital 1





 




5 

Anti-dilution
protection 1





 




6 

Payments 1





 




7 

Ranking for payment
of dividends and on winding up1





 




7.1 

Ranking for payment
of Dividends 1





 




7.2 

Ranking for payment
of Redemption Amount1





 




7.3 

Ranking on a
reduction of capital 1





 




7.4 

Right to
participate in surplus assets and profits1





 




7.5 

Ranking on a
winding-up or liquidation 1





 




8 

Participation
rights 1





 




9 

Set
off 1





 




10 

Transfer of
RPS 1





 




11 

Meetings and voting
rights 1





 




12 

Amendment 1





 




13 

No variation of
rights 1





 




14 

Calculations 1





 




15 

Further acts and
authorisations 1





 




16 

Notices 1





 

16.1 Form of
notices 1

 

16.2 Receipt
of notices 1

 




17 

Governing
law 1





 

Schedule
1 — Dictionary 1

 

 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 





Date:                                              
2017

 





1


 Defined terms
and interpretation





 




1.1

 Definitions in the
Dictionary





 

A term or
expression starting with a capital letter:

 




(a)

which is defined in
the Dictionary in Schedule 1, has the meaning given to it in the
Dictionary; and





 




(b)

which is defined in
the Corporations Act, but is not defined in the Dictionary, has the
meaning given to it in the Corporations Act.





 




1.2

 Interpretation





 

The interpretation
clause in Schedule 1 sets out rules of interpretation for these RPS
Terms.

 





2

 Issue of
RPS





 




2.1

 Terms of issue





 

These RPS Terms set
out the terms of RPS which may be issued by the Company
from time to time.

 




2.2

  Issue Price





 

Each RPS will be
issued as fully paid at an issue price of A$[insert]
(Issue Price).

 





3


 Dividends





 




3.1

  Dividends





 

Subject to the
absolute discretion of the Board, each RPS entitles the Holder on
the relevant Record Date to receive on the relevant Dividend
Payment Date, cumulative dividend for the Dividend Period ending on
that Dividend Payment Date (Dividend) calculated according to the
following formula:

 

Dividend =
DR x OP x
n

      365

 

DR = a dividend
rate to be determined by the Board

 

OP = outstanding
RPS amount

 

n = number of days
in the Dividend Period

 




3.2

  Cumulative, etc





 

Dividends are
preferred, cumulative and are included in the Redemption Amount.
The right to be paid Dividends on any RPS is cumulative such that
if all or any part of a Dividend is not paid on the relevant
Dividend Payment Date, then the unpaid amount of that Dividend
(Unpaid Dividend) will be
payable as a Dividend on the next Dividend Payment Date and in any
case on the Redemption Date.

 




3.3

 Dividend Payment Date





 

The Dividend
Payment Date is the date determined by the Board for the repayment
of a Dividend.

 




3.4

 Condition to the payment of
Dividends





 

The payment of a
Dividend is subject to:

 




(a)

the Board (in its
sole discretion) prior to the relevant Dividend Payment Date
resolving to pay all or part of the Dividend on the relevant
Dividend Payment Date; and





 




(b)

there being funds
legally available for the payment of the Dividend on that Dividend
Payment Date and the payment not being in breach of any applicable
law.





 





4


  Redemption





 




4.1

 RPS are Redeemable





 

The RPS are
Redeemable by the Company in accordance with this clause
4.

 




4.2

 Redemption





 




(a)

 The Board may elect in
its discretion to redeem some or all of the RPS at any time for the
Issue Price by giving that Holder a notice (each such notice being
a Redemption Notice) in
accordance with clause 4.3(a).





 




(b)

A Redemption may be
effected in any manner permitted by law.





 




(c)

The Redemption
Amount includes Unpaid Dividends.





 




(d)

RPS are not
redeemable by the Holder.





 




(e)

RPS are immediately
Redeemable on the occurrence of a transaction involving a change in
control of the Company arising from a bona fide third party arms'
length transaction.





 




4.3

 Redemption Notice





 




(a)

 A Redemption Notice
must:





 




(i)

be in
writing:





 




(ii)

state the date on
which the Redemption is to occur;





 




(iii)

state that from the
Redemption Date, Dividends will cease to be payable on the RPS
which are Redeemed and the only rights Holders will have will be to
obtain the Redemption Amount;





 




(iv)

state whether the
Redemption Amount is payable by way of redemption, buy-back,
reduction of capital cancellation or any combination
thereof;





 




(v)

state the place or
places where the certificates (if any) for the RPS may be submitted
and the method of payment of the Redemption Amount to Holders;
and





 




(vi)

be given to the
Company or the Holder (as the case may be) at least 10 Business
Days prior to the Redemption Date stated in that Redemption
Notice.





 




4.4

  Redemption Amount





 

The amount payable
by the Company to the Holder on Redemption of any RPS will be equal
to the Issue Price for that RPS plus Unpaid Dividends (Redemption Amount).

 




4.5

 Effect of Redemption





 

Upon the payment of
the Redemption Amount:

 




(a)

each RPS that is
the subject of Redemption will be immediately
cancelled;





 




(b)

all other rights
conferred or restrictions imposed under these RPS Terms in respect
of each RPS that is the subject of Redemption will no longer have
effect; and





 




(c)

the Holder of each
RPS that is the subject of Redemption will have no further rights
to participate in the assets or profits of the
Company.





 




4.6

  Buy-back or reduction of
capital





 




(a)

 If, on the Redemption
Date, the Company does not have sufficient available profits or
sufficient available proceeds from a new issue of shares to Redeem
the relevant RPS, then the Company must cancel the relevant RPS
under a reduction of capital or a share buy-back under Part 2J.1 of
the Corporations Act for an amount equal to the Redemption
Amount.





 




(b)

Where the Company
cancels RPS under a reduction of capital or a share buy-back in
accordance with clause 4.6(a), the cancellation shall, subject to
compliance with the Corporations Act, take place on, or as soon as
reasonably practicable after, the Redemption Date.





 





5


  Anti-dilution
protection





 

In the event of any
share splits, share issues, share dividends or consolidation of
Ordinary Shares, the RPS will be subject to the same share splits,
share dividends or consolidation (as the case may be) such that the
Holder holds the same relative ownership positions after such
action as it held immediately prior to such action.

 





6

 Payments





 




(a)

Any money payable
in cash in respect of any RPS (including a Dividend or Redemption
Amount), may be paid by:





 




(i)

cheque in favour of
the Holder and crossed “Not Negotiable” and sent to the
Registered Address of the Holder;





 




(ii)

telegraphic
transfer to an account nominated by the Holder; or





 




(iii)

any method
requested by the Holder and approved by the Company.





 




(b)

 The Company may make
from any money payable in respect of any RPS (including a Dividend
or Redemption Amount) any deduction or withholding for or on
account of tax or any other amount which the Company is required by
law to make. Notwithstanding any other provision of these RPS
Terms, the Company is not required to, and will not, make any
additional payment by way of gross-up or otherwise with respect to
the deduction or withholding as described in this clause
6(b).





 





7


 Ranking for
payment of dividends and on winding up





 




7.1

 Ranking for payment of
Dividends





 

Each RPS ranks in
respect of payment of Dividends:

 




(a)

in priority to all
other shares in the Company including Ordinary Shares;
and





 




(b)

pari passu amongst
all other RPS.





 




7.2

 Ranking for payment of Redemption
Amount





 

Each RPS ranks in
respect of payment of the Redemption Amount:

 




(a)

in priority to all
other shares in the Company including Ordinary Shares in respect of
payment of Dividends; and





 




(b)

pari passu amongst
all other RPS.





 




7.3

 Ranking on a reduction of
capital





 

Each RPS ranks in
respect of a reduction of capital:

 




(a)

in priority to all
other shares in the Company including Ordinary Shares;
and





 




(b)

pari passu amongst
all other RPS.





 




7.4

 Right to participate in surplus assets
and profits





 

On a winding-up or
liquidation of the Company, an RPS confers upon its Holder the
right to payment in cash out of the surplus assets or profits (if
any, after the payment of creditors) available for distribution to
shareholders of an amount equal to the Redemption Amount as if the
date of the winding-up or liquidation were the Redemption Date, in
priority to all holders of shares in the Company including Ordinary
Shares. The RPS shall not participate in any further or other
distribution of profits or assets of the Company.

 




7.5

 Ranking on a winding-up or
liquidation





 

Each RPS ranks in
respect of a winding-up or liquidation of the Company:

 




(a)

in priority to all
other shares in the Company including Ordinary Shares;





 




(b)

pari passu amongst all other RPS;
and





 




(c)

junior to all
creditors of the Company, other than creditors whose claims are
expressed to rank pari
passu with the RPS.





 





8


 Participation
rights





 

Holders do not have
a right to participate in issues of securities to, or capital
reconstructions affecting (except as described under
‘Anti-dilution protection’) (see clause 5), holders of
Ordinary Shares.

 

Unless the Board
otherwise determines in its discretion, Holders do not have a right
to participate in the profits or property of the Company, other
than as contemplated by these RPS Terms, whether on a winding up,
reduction of capital or on Redemption.

 





9


 Set
off





 

The Holder
has:




(a)

no right to set off
any amounts owing by it to the Company against any claims owing to
it by the Company in respect of the RPS; and





 




(b)

no offsetting
rights or claims on the Company if the Company does not pay a
Dividend when scheduled under these RPS terms.





 





10


 Transfer of
RPS





 

Subject to any
rights the directors of the Company may have under the Constitution
to decline to register any transfer of shares or to suspend the
registration of transfers, the Holder may transfer any or all of
the RPS it holds to any person in accordance with the
Constitution.

 





11


 Meetings and
voting rights





 

An RPS does not
entitle a Holder to vote at a general meeting of the Company other
than as set out in the Constitution.

 





12

  Amendment





 




(a)

 Subject to all
applicable laws, the Company may, without the consent or approval
of Holders, amend these RPS Terms where the amendment, in the
reasonable opinion of the Company:





 




(i)

is of a minor or
technical nature;





 




(ii)

is made to cure any
ambiguity or correct any manifest error;





 




(iii)

is necessary to
comply with the provisions of any statute or the requirements of
any statutory authority; or





 




(iv)

in any other case,
will not materially adversely affect the rights of the
Holders.





 




(b)

The Company must
promptly notify Holders of any amendment to these RPS Terms made in
accordance with clause 12(a).





 




(c)

Without limiting
clause 12(a), the Company may amend these RPS Terms in any way if
the amendment has been approved by a resolution of
Holders.





 





13

 No
variation of rights





 

Issues of RPS in
accordance with these RPS Terms will not be taken to vary the
rights attached to RPS in existence at the time of that
issue.

 





14


 Calculations





 

Calculations,
elections and determinations made by the Company under these RPS
Terms are binding on Holders in the absence of manifest
error.

 





15


 Further acts
and authorisations





 




(a)

Except as expressly
provided in these RPS Terms, the Company and each Holder must each,
at its own expense, do all things reasonably necessary to be done
to give effect to these RPS Terms.





 




(b)

The Company, its
officers and employees and any liquidator of the Company severally
may do all such acts and things (including signing all documents,
transfers, notices and communications) as are necessary or
desirable to be done to give effect to these RPS
Terms.





 





16


 Notices





 




16.1

 Form of notices





 

A notice or other
communication required under these RPS Terms must be:

 




(a)

given in writing
(which includes a fax or other electronic communication);
and





 




(b)

where the Holder is
the recipient – delivered or sent to the Holder at the
Holder’s fax number or physical, postal or (if acceptable to
the Company) electronic address last advised to the Company for
delivery of notices; or





 




(c)

where the Company
is the recipient – delivered or sent to the Company at the
Company’s fax number or registered office.





 




16.2

 Receipt of notices





 




(a)

A notice or other
communication sent by post is taken to be received on the Business
Day after it is posted and a fax is taken to be received one hour
after receipt of the transmitter of confirmation of transmission
from the receiving fax machine. Subject to these RPS Terms, the
Company may determine the time at which other forms of
communication will be taken to be received.





 




(b)

The non-receipt of
a notice or an accidental omission to give notice will not
invalidate the giving of that notice.





 





17


 Governing
law





 

These RPS Terms are
governed by the laws of New South Wales.

 

 

 




	
Gilbert + Tobin

 

	
 

	
 






 






 








Schedule
1

 —





 

Dictionary

 




1

Dictionary





 

In these RPS
Terms:

 

$A means the lawful currency of
Australia.

 

Board means board of directors of the
Company.

 

Business Day means a day on which banks
are open for business excluding Saturdays, Sundays and public
holidays in Sydney, Australia.

 

Company means Royal Wolf Holdings
Limited (ACN 121 226 793).

 

Constitution means the constitution of
the Company.

 

Corporations Act means the Corporations Act 2001
(Cth).

 

Dividend has the meaning given in clause
3.1.

 

Dividend Period means in respect of an
RPS:

 




(a)

for the first
Dividend Period, the period from (and including) the Issue Date to
(and including) of the first Dividend Payment Date;
and





 




(b)

for each subsequent
Dividend Period, the period from (but not including) the last
Dividend Payment Date to (and including) the next Dividend Payment
Date.





 

Dividend Payment Date means each
of:

 




(a)

[insert
date];





 




(b)

each [insert
date]
thereafter until the Redemption Date;





 




(c)

such other date or
dates occurring in the period between the Issue Date and the
Redemption Date as the Company's directors in their sole discretion
may from time to time determine; and





 




(d)

the Redemption
Date.





 

Holder means a person whose name is for
the time being registered in the Register as the holder of any
RPS.

 

Issue Date means the date the RPS is
issued by the Company or such other date determined by the
Board.

 

Issue Price has the meaning given in
clause 2.2.

 

Ordinary Share means a fully paid
ordinary share in the capital of the Company.

 

Record Date means the date which is 5
Business Days before the relevant Dividend Payment
Date.

 

Redeem means redeem, buy-back or reduce
capital, or cancel or any combination of such activities, in
connection with the RPS, and Redeemed, Redeemable and Redemption have the corresponding
meanings.

 

Redemption Amount has the meaning given
in clause 4.4.

 

Redemption Date means the date for
Redemption specified in a Redemption Notice.

 

Redemption Notice has the meaning given
in clause 4.2(a).

 

Register means the register of RPS
maintained by the Company.

 

Registered Address means, in relation to
a Holder, the address of that Holder as shown in the
Register.

 

RPS means a fully paid redeemable
preference share in the share capital of the Company issued on
these RPS Terms.

 

RPS Terms means these terms of
issue.

 

Unpaid Dividend has the meaning given in
clause 3.2.

 




2

Interpretation





 

In these RPS Terms
the following rules of interpretation apply unless the contrary
intention appears:

 




(a)

if a calculation is
required under these RPS Terms, unless the contrary intention is
expressed, the calculation will be rounded to four decimal
places.





 




(b)

headings are for
convenience only and do not affect the interpretation of these RPS
Terms;





 




(c)

the singular
includes the plural and vice versa;





 




(d)

words that are
gender neutral or gender specific include each gender;





 




(e)

where a word or
phrase is given a particular meaning, other parts of speech and
grammatical forms of that word or phrase have corresponding
meanings;





 




(f)

the words 'such
as', 'including', 'particularly' and similar expressions are not
used as, nor are intended to be, interpreted as words of
limitation;





 




(g)

a reference
to:





 




(i)

a person includes a
natural person, partnership, joint venture, government agency,
association, corporation or other body corporate;





 




(ii)

a thing (including,
but not limited to, a chose in action or other right) includes a
part of that thing;





 




(iii)

a document includes
all amendments or supplements to that document;





 




(iv)

a clause, term,
schedule or attachment is a reference to a clause or term of, or
schedule or attachment to these RPS Terms;





 




(v)

these RPS Terms
include all schedules and attachments to them;





 




(vi)

a law includes a
constitutional provision, treaty, decree, convention, statute,
regulation, ordinance, by-law, judgment, rule of common law or
equity and is a reference to that law as amended, consolidated or
replaced; and





 




(vii)

a monetary amount
is in A$;





 




(h)

when the day on
which something must be done is not a Business Day, that thing must
be done on the following Business Day; and





 




(i)

in determining the
time of day, where relevant to these RPS Terms, the relevant time
of day is:





 




(i)

for the purposes of
giving or receiving notices, the time of day where the person
receiving a notice is located; or





 




(ii)

for any other
purpose under these RPS Terms, the time of day in the place where
the person required to perform an obligation is
located.





 



 






 





Exhibit
N

 

 

 



 






 





 

 Deutsche Bank
Group


 

 

3 July
2017

 

 

GFN Asia Pacific
Holdings Pty Ltd

c/o Gilbert +
Tobin

Level 35, Tower
Two

International
Towers Sydney

200 Bangaroo
Avenue

Bangaroo, NSW
2000

Attention: Peter
Cook

(BidCo)

 

General Finance
Corporation

39 East Union
Street

Pasadena,
California 91103

Attention: Charles
E. Barrantes

(Sponsor)

 


	
Deutsche Bank AG
Australia

ABN 13 064 165
162

Deutsche Bank
Place

Level
16

126 Phillip
Street

Sydney NSW 2000
Australia

 

GPO Box 7033 Sydney
NSW 2001

Tel +61 2 8258
1234






 

Dear  Sirs

 


PROJECT COMING HOME - COMMITMENT LETTER

 




1.

Facilities





 

Deutsche Bank AG,
Sydney Branch (Deutsche
Bank) is pleased to confirm its commitment, subject to the
terms of this letter (Commitment
Letter) and the Facility Agreement attached (Facility Agreement), to arrange,
underwrite and syndicate the senior secured facilities described in
the Facility Agreement (Facilities), with a total aggregate
commitment of A$125,000,000.

 

The Facilities are
to be made available to the subsidiaries of Royal Wolf Holdings
Limited (Target) referred to
as the borrowers (Borrowers)
in the Facility Agreement to refinance existing financial
indebtedness of the Target and its subsidiaries following
BidCo’s acquisition of 90% of the issued share capital of the
Target.

 




2.

Approvals





 

Deutsche Bank
confirms that it has received all credit and other internal
approvals that it requires to enter into this Commitment
Letter.

 




3.

Execution
of Finance Documents





 




a.

Deutsche Bank
undertakes that, if BidCo requests, it will promptly execute the
Facility Agreement (in the form attached) and deliver it to BidCo
(on behalf of the Borrowers) and Bidco and the Sponsor undertake to
procure the Borrowers to execute and exchange that agreement
promptly following receipt.





 




b.

Each of the parties
undertakes to negotiate the other Finance Documents (as defined in
the Facility Agreement) in good faith and use commercially
reasonable endeavours to agree those Finance Documents by no later
than 1 August 2017 and, once agreed, and if requested by Bidco,
promptly execute and exchange (or, in the case of BidCo and the
Sponsor, procure the Borrowers and (where applicable) the other
Obligors to execute and exchange) those Finance
Documents.





 




	








	

















 






 








4.

Conditions





 

Deutsche
Bank’s commitment and other obligations under this Commitment
Letter are subject to the form of the Finance Documents (other than
the Facility Agreement) being satisfactory to it (but without
limiting its obligations under paragraph 3(b) above).

 

Deutsche
Bank’s obligations to make Utilisations available under the
Facility Agreement (upon it being signed) will be subject to the
satisfaction of the conditions precedent set out in it, including
evidence that GFN has acquired no less than 90% of the ordinary
shares in the Target and has initiated the compulsory acquisition
procedure under Part 6A.1 of the Australian Corporations Act in
respect of the remaining shares in the Target.

 




5.

Expiry





 

Subject to
paragraph 6 below, the offer made in this Commitment Letter is open
for acceptance until (and will not be revoked before) 5:00 p.m.
(Sydney time) on Friday 14 July 2017 (or such later time as
Deutsche Bank may agree in writing). This offer may be accepted by
you delivering to us (including by pdf attachment to an email) a
counterpart of this Commitment Letter signed by BidCo and the
Sponsor prior to that time.

 




6.

Termination





 

Deutsche
Bank’s commitment and other obligations under this Commitment
Letter, if accepted in accordance with paragraph 5 above, will in
any event terminate on the earliest to occur of:

 




a.

the expiry of the
Availability Period (as defined in the form of the Facility
Agreement attached to this letter) (such date being no later than 6
months after the date of this Commitment Letter);





 




b.

the date on which
BidCo’s offer for all of the issued share capital of the
Target contained in its bidder’s statement lapses or expires
without 90% of the shares in the Target having been acquired by
BidCo;





 




c.

receipt of written
notice from BidCo or the Sponsor (or any of their affiliates) that
BidCo does not intend to proceed with the acquisition of the
Target;





 




d.

the Target is
acquired by a party other than BidCo; or





 




e.

notice from
Deutsche Bank following any representation or warranty made in
paragraph 9 being found to be incorrect or misleading in any
material respect.





 

Paragraphs 7, 8, 9
and 10 shall survive any termination of this Commitment
Letter.

 




7.

Syndication





 

During the period
from the date of this Commitment Letter:

 




a.

until the date of
execution of the Facility Agreement, Deutsche Bank may agree to
assign all or part of its commitment to any person who is permitted
to become a “New Lender” under the Finance Documents as
described in clause 24.1 of the Facility Agreement. If Deutsche
Bank agrees to make any such assignment:





 




i.

it will remain
bound by paragraph 3;





 




ii.

the form of the
Facility Agreement to be executed under that paragraph will be
updated to include each assignee as an Original
Lender;





 




iii.

Schedule 1 Part 2
of the Facility Agreement will be updated accordingly;
and





 




iv.

Deutsche Bank must
procure each such assignee to execute the Facility Agreement and
any relevant Finance Documents promptly following any request made
by BidCo to Deutsche Bank under paragraph 3; and





 




b.

until the date 120
days after Financial Close, on request by Deutsche Bank, BidCo and
the Sponsor each agree to assist Deutsche Bank by:





 




i.

providing all
assistance, information and materials required by Deutsche Bank
(acting reasonably) in the preparation of any necessary information
package and/or information memorandum containing all relevant
information and, if Deutsche Bank requests BidCo, the Borrowers
and/or the Sponsor to approve the issuance of any such information
package and/or information memorandum (or any information contained
within either of them), Deutsche Bank will not distribute that
information package and/or information memorandum until it receives
that approval;





 




ii.

providing any
information reasonably requested by Deutsche Bank;





 




iii.

making available
senior management and representatives of BidCo, the Sponsors, the
Borrowers and other members of the Group for the purposes of giving
presentations to, and participating in meetings with, potential
lenders at such times and places as Deutsche Bank may reasonably
request.





 

For the avoidance
of doubt, this paragraph 7 shall survive Financial
Close

 




8.

Confidentiality





 

This Commitment
Letter (including the attached Facility Agreement) is confidential
to Deutsche Bank and is being provided solely in connection with
establishment of the Facilities. Neither BidCo nor the Sponsor may
disclose this Commitment Letter to any other person without
Deutsche Bank’s prior written consent, unless such disclosure
is:

 




a.

to your affiliates
and your and their advisors;





 




b.

to the board of
directors of the Target (and its advisors);





 




c.

to the extent
reasonably necessary, in any disclosure document or bidders
statement relating to the Target (other than disclosure of any
fees, margins or other pricing provided for in connection with
Facilities) which has been reviewed and approved by Deutsche Bank;
or





 




d.

required (and only
to the extent required) by law or the rules of any stock exchange
(provided that you shall, where reasonably practicable, give
written notice to Deutsche Bank prior to such disclosure and where
it is not reasonably practicable to give written notice to Deutsche
Bank prior to such disclosure, as soon thereafter as is
practicable).





 

Any disclosure made
under paragraphs (a) to (b) above must be on the basis that the
information is treated confidentially by the recipients in
accordance with this paragraph 8.

 




9.

Information





 

BidCo and the
Sponsor each represent and warrant to the best of its information,
knowledge and belief after having made due inquiry
that:

 




a.

all factual
information (other than any projections) that has been or will be
made available to Deutsche Bank by it or any of its representatives
in connection with the Target and the Facilities (the Information) is true and accurate in all
material respects and not incorrect or misleading in any material
respect at the date it was provided or as at the date (if any) at
which it was stated and it is not aware of any reason to doubt that
the Information is true and accurate in all material respects and
not incorrect or misleading in any material respect as at the date
given to Deutsche Bank; and





 




b.

nothing has
occurred or been omitted and no information has been given or
withheld that results in the Information being untrue or misleading
in any material respect; and





 




c.

the projections
that have been or will be made available to Deutsche Bank by it or
any of its representatives in connection with the Facilities have
been or will be prepared in good faith and with due care and skill
on the basis of reasonable assumptions at the time
made.





 

BidCo and the
Sponsor shall immediately notify Deutsche Bank in writing if any
representation and warranty set out in above is or becomes
incorrect or misleading and agrees to supplement the Information
promptly from time to time to ensure that each such representation
and warranty is correct when made.

 

The representations
and warranties set out in this paragraph 9 are deemed to be made by
BidCo and the Sponsor on the date of this Commitment Letter and on
the date that the Finance Documents are entered into, by reference
to the facts and circumstances then existing.

 




10.

General





 

Clauses 2
(Expenses) to 10
(Governing Law) (other than
clauses 3 (Break Fee) and 9
(Termination)) of the
“Project Coming Home – Financing Mandate” letter
between the Sponsor and Deutsche Bank dated 2 June 2017
(“Mandate
Letter”) apply to this Commitment Letter as if those
clauses where set out in this Commitment Letter in full with all
references to “GFN” being to “BidCo and the
Sponsor” and all references to “this letter”
being to “this Commitment Letter”.

 

The Mandate Letter,
this Commitment Letter and the Facility Agreement set out the
entire agreement between the parties with respect to the Facilities
and supersede all prior communications, written or oral, with
respect to such matters, and may only be modified in writing signed
by all parties.

 

This Commitment
Letter may not be assigned by BidCo or the Sponsor without the
prior written consent of Deutsche Bank.

 

This Commitment
Letter may be executed in any number of counterparts, each of which
shall be an original and all of which, taken together with the
Facility Agreement, shall constitute one agreement.

 

Yours
sincerely,

 

 

 

 

 

Deutsche
Bank AG, Sydney Branch


	

By:

	
 

	

By:

	
 


	
 

	
 

	
 

	
 


	

Name:

	
 

	

Name:

	
 


	
 

	
 

	
 

	
 


	

Title:

	
 

	

Title:

	
 


	
 

	
 

	
 

	
 


	

Date:

	
 

	

Date:

	
 






 

 

 

 

 

 



 






 





AGREED
AND ACCEPTED

 

 

 

GFN
Asia Pacific Holdings Pty Ltd.

 


	

By:

	
 


	
 

	
 


	

Name:

	
 


	
 

	
 


	

Title:

	
 


	
 

	
 


	

Date:

	
 






 

 

 

 

 

 

 

 

General
Finance Corporation, Inc

 


	

By:

	
 


	
 

	
 


	

Name:

	
 


	
 

	
 


	

Title:

	
 


	
 

	
 


	

Date:

	
 






 

 

 

 

 

 

 

 

 

 

 



 






 





 

FACILITY
AGREEMENT

 

 

 

 



 






 





Exhibit
O

 

 

 

 



 







 





 



 

 



 


 

Agreed
form for attaching to Commitment Letter





 

 

 

 

 

A$125,000,000

 

SYNDICATED FACILITY
AGREEMENT

 

dated [##] 2017

 

for

 

ROYAL WOLF HOLDINGS
LIMITED

 

arranged
by

 

 

 

DEUTSCHE BANK AG,
SYDNEY BRANCH

 

with

 

 

 

PERPETUAL CORPORATE
TRUST LIMITED

 

acting as
Agent

 

 

 

P.T.
LIMITED

 

acting as Security
Trustee

 

 

 

 

 

 

 

 

 

 

 

KING &
WOOD

MALLESONS

 

Level
61

Governor Phillip
Tower

1 Farrer
Place

Sydney  NSW  2000

Australia

T +61 2 9296
2000

F +61 2 9296
3999

DX 113
Sydney

www.kwm.com

Ref:
602-0024704:ANM

 




	
32801928_13

	
 

	
 






 

 

 

 

 



 


 





 


	
CONTENTS


	
Clause

	
Page

	
 






 


	
1

	
Definitions and
Interpretation

	
1


	
2

	
The
Facilities

	
39


	
3

	
Purpose

	
39


	
4

	
Conditions of
Utilisation

	
40


	
5

	
Utilisation

	
41


	
6

	
Repayment

	
43


	
7

	
Prepayment and
Cancellation

	
45


	
8

	
Mandatory
Prepayment

	
48


	
9

	
Interest

	
52


	
10

	
Interest
Periods

	
52


	
11

	
Changes to the
Calculation of Interest

	
52


	
12

	
Fees

	
55


	
13

	
Tax Gross Up and
Indemnities

	
57


	
14

	
Increased
Costs

	
62


	
15

	
Other
Indemnities

	
63


	
16

	
Mitigation by the
Finance Parties

	
64


	
17

	
Costs and
Expenses

	
65


	
18

	
Guarantee

	
66


	
19

	
Representations

	
70


	
20

	
Information
Undertakings

	
75


	
21

	
Financial
Covenants

	
78


	
22

	
General
Undertakings

	
79


	
23

	
Events of
Default

	
87


	
24

	
Changes to the
Lenders

	
92


	
25

	
Changes to the
Obligors

	
97


	
26

	
Restriction on Debt
Purchase Transactions

	
99


	
27

	
Role of the Agent,
the Arranger and the Reference Banks

	
101


	
28

	
Conduct of Business
by the Finance Parties

	
113


	
29

	
Sharing among the
Finance Parties

	
113


	
30

	
Payment
Mechanics

	
116


	
31

	
Set-Off

	
121


	
32

	
Notices

	
121


	
33

	
Calculations and
Certificates

	
126


	
34

	
Partial
Invalidity

	
127


	
35

	
Remedies and
Waivers

	
127


	
36

	
Amendments and
Waivers

	
128


	
37

	
Instructions and
Decisions

	
130


	
38

	
Confidentiality

	
132


	
39

	
PPS Law
Provisions

	
136


	
40

	
Confidentiality of
Funding Rates and Reference Bank Quotations

	
138


	
41

	
Counterparts

	
139


	
42

	
Indemnities and
Reimbursement

	
139


	
43

	
Acknowledgement

	
140


	
44

	
Governing
Law

	
141


	
45

	
Enforcement

	
141


	
46

	
Contractual
recognition of Bail-In

	
141


	
Schedule 1 The
Original Parties

	
144


	
Part I The Original
Obligors

	
144


	
Part II The
Original Lenders

	
146


	
Schedule 2
Conditions Precedent

	
147


	
Part I Conditions
Precedent To Initial Utilisation

	
147


	
Part II Conditions
Precedent required to be Delivered by an Additional
Obligor

	
1


	
Part III A. Form of
Verification Certificate for Australian entities

	
4


	
1

	
Board
Resolutions

	
6


	
2

	
Directors Self
Interested Transactions

	
6


	
3

	
Corporate
Benefit

	
7


	
4

	
Shareholder
Resolutions

	
7


	
5

	
Due
Execution

	
7


	
6

	
Solvency

	
8


	
7

	
Financial
Assistance

	
8


	
8

	
Constitution

	
8


	
9

	
Authorisations

	
9


	
10

	
Authorised
Signatories

	
9


	
Schedule 3
Requests

	
11


	
Utilisation
Request

	
11


	
Schedule 4 Form of
Transfer Certificate

	
13


	
Part I Form of
Single Lender Transfer Certificate

	
13


	
Part II Form of
Syndication Transfer Certificate

	
17


	
Schedule 5 Form of
Accession Letter

	
21


	
Schedule 6 Form of
Resignation Letter

	
22


	
Schedule 7 Form of
Compliance Certificate

	
23


	
Schedule 8 Idle
Camp Accommodation Units

	
25






 




	
 

	
-  -

	
 

	
21-40575365






 

 

 



 


 





 

THIS AGREEMENT is dated [####] 2017 and made
between:

 




(1)  

ROYAL WOLF HOLDINGS LIMITED (ACN 121 226
793) (the "Company");





 




(2)  

ROYAL WOLF TRADING AUSTRALIA PTY LIMITED
(ACN 069 244 417) (the  "AU Borrower") and ROYALWOLF TRADING NEW ZEALAND LIMITED
(Company number 1062072) (the  "NZ Borrower");





 




(3)  

The entities listed
in Part I of Schedule 1 as original guarantors (the “Original
Guarantors”);





 




(4)  

The entities listed
in Part II Schedule 1 as original lenders (the “Original
Lenders”);





 




(5)  

DEUTSCHE BANK AG, SYDNEY BRANCH (ABN 13
064 165 162) as mandated lead arranger, underwriter and bookrunner
(the “MLAUB” or
the “Arranger”)





 




(6)  

PERPETUAL CORPORATE TRUST LIMITED (ABN
99 000 341 533) (the “Agent"); and





 




(7)  

P.T. LIMITED (ABN 67 004 454 666) (the
"Security
Trustee").





 

IT IS AGREED as follows:

 

SECTION
1

INTERPRETATION

 

 




1.  

DEFINITIONS
AND INTERPRETATION





 




1.1  

Definitions





In this
Agreement:

 

 "Accession Letter" means a document
substantially in the form set out in Schedule 5 (Form of Accession Letter).

 

 "Account Bank" means the party described
as the ‘Account Bank’ in the Account Bank
Deed.

 

 "Account Bank Deed" means the document
dated on or about the date of this Agreement entitled
‘Account Control Deed’ between the Obligors, the
Account Bank and the Security Trustee.

 

 "Accounting Standards"
means:

 




(a)  

in respect of a
company incorporated under the Australian Corporations Act and the
financial statements of that company, accounting standards,
principles and practice applying by law or otherwise which are
generally accepted and consistently applied in
Australia;





 




(b)  

in respect of a
company incorporated under the NZ Companies Act and the financial
statements or consolidated financial statements of that company,
generally accepted accounting practice as defined in section 8 of
the NZ Financial Reporting Act, consistently applied in New
Zealand;





 




(c)  

in respect of a
company incorporated in any other jurisdiction and the financial
statements of that company, accounting principles and practices
applying by law or otherwise generally accepted in that
jurisdiction, consistently applied; and





 




(d)  

in respect of the
Group, the accounting standards, principles and practices applying
by law or otherwise which are generally accepted and consistently
applied in Australia.





 

 "Additional Borrower" means a company
which becomes an Additional Borrower in accordance with Clause 25
(Changes to the
Obligors).

 

 "Additional Guarantor" means a company
which becomes an Additional Guarantor in accordance with Clause 25
(Changes to the
Obligors).

 

 "Additional Obligor" means an Additional
Borrower or an Additional Guarantor.

 

 "Affiliate" means, in relation to any
person, a Subsidiary of that person or a Holding Company of that
person or any other Subsidiary of that Holding
Company.

 

 "Agent's Spot Rate of Exchange" means the
spot rate of exchange for the purchase of the relevant currency
with the Base Currency in the Sydney foreign exchange market at or
about 11:00 a.m. on a particular day, as determined by the Agent
from a quote supplied by a Reference Bank.

 

 "AIFRS" means the Australian equivalent
to the International Financial Reporting Standards.

 

 "Assignment Agreement" means an agreement
in the form agreed between the Agent and the relevant assignor and
assignee.

 

 "Associate" has the meaning given to it
in Section 128F(9) of the Australian Tax Act.

 

 "ASX Benchmarks" means ASX Benchmarks Pty
Limited (ACN 616 075 417).

 

 "Australian Corporations Act" means the
Corporations Act 2001 of
Australia.

 

 "Australian General Security Deed" means
the document dated on or about the date of this Agreement entitled
'Australian General Security Deed' between each Australian Obligor
and the Security Trustee under which each Australian Obligor grants
a Security Interest over all the present and after acquired
property of that Australian Obligor.

 

 "Australian GST" has the meaning given to
'GST' in the Australian GST Act.

 

 "Australian GST Act" means A New Tax System (Goods and Services Tax) Act
1999 of Australia.

 

 "Australian GST Group" has the meaning
given to 'GST Group' in the Australian GST Act.

 

 "Australian ITSA" means an agreement
between the members of an Australian GST Group which takes effect
as an indirect tax sharing agreement under section 444-90 of
Schedule 1 of the Australian TAA and complies with the
Australian TAA and the Australian GST Act as well as any applicable
law, official directive, request, guideline or policy (whether or
not having the force of law) issued in connection with the
Australian TAA.

 

 "Australian Obligor" means any Obligor
which is incorporated in Australia, being at the date of this
Agreement, each of Royal Wolf Holdings Limited, Royal Wolf Trading
Australia Pty Limited and Kookaburra Containers Pty
Limited.

 

 "Australian PPS Law" means:

 




(a)  

the Australian PPSA
and any regulation made at any time under the Australian PPSA,
including the Australian PPS Regulations (each as amended from time
to time);





 




(b)  

any amendment made
at any time to any other legislation as a consequence of a law or
regulation referred to in paragraph (a).





 

 "Australian PPS Register" means the register established
under section 147 of the Australian PPSA.

 

 "Australian PPS Regulations" means the Personal Property Securities Regulations
2010 of Australia.

 

 "Australian PPSA" means the Personal Property Securities Act 2009
of Australia.

 

 "Australian TAA" means the Taxation Administration Act 1953 of
Australia.

 

 "Australian Tax Act" means the
Income Tax Assessment Act
1936 of Australia or the Income Tax Assessment Act 1997 of
Australia (as applicable).

 

 "Australian Tax Consolidated Group" means
a 'consolidated group' or 'MEC group' (as defined in the Australian
Tax Act) of which an Australian Obligor is or becomes a
member.

 

 "Australian TFA" means a tax funding
agreement between the members of an Australian Tax Consolidated
Group which includes:

 




(a)  

reasonably
appropriate arrangements for the funding of tax payments by the
head company (as defined in the Australian Tax Act) having regard
to the position of each member of the Australian Tax Consolidated
Group;





 




(b)  

an undertaking from
each member of the Australian Tax Consolidated Group to compensate
each other member adequately for loss of tax attributes (including
tax losses and tax offsets) as a result of being a member of the
Australian Tax Consolidated Group; and





 




(c)  

an undertaking from
the head company to pay all group liabilities (as described in
section 721-10 of the Australian Tax Act) of the Australian
Tax Consolidated Group before the members of the Australian Tax
Consolidated Group make any payments to the head company under the
agreement.





 

 "Australian TSA" means an agreement
between the members of an Australian Tax Consolidated Group which
takes effect as a tax sharing agreement under section 721-25
of the Australian Tax Act and complies with the Australian Tax Act
and any applicable law, official directive, request, guideline or
policy (whether or not having the force of law) issued in
connection with the Australian Tax Act.

 




 

"Australian Withholding Tax" means any
Tax required to be withheld or deducted from any interest or other
payment under Division 11A of Part III of the Australian Tax Act or
Subdivision 12-F of Schedule 1 to the Taxation Administration Act
1953 of Australia.





 

 "Authorisation" means:

 




(a)  

an authorisation,
consent, approval, resolution, licence, exemption, filing or
registration; or





 




(b)  

in relation to
anything which will be fully or partly prohibited or restricted by
law if a Governmental Agency intervenes or acts in any way within a
specified period after lodgement, filing, registration or
notification, the expiry of that period without intervention or
action.





 

 "Availability Period" means:

 




(a)  

in relation to
Facility A and Facility B, the period from and including the date
of this Agreement to and including the earlier
of:





 




(i)  

the date falling 6
months after the date of the Commitment Letter (as may be extended
in writing by the Agent (acting on the instructions of all
Lenders));





 




(ii)  

the date on which
the Bid lapses or expires without 90% of the shares in the Company
having been acquired by the bidder (being the relevant GFN
Subsidiary);





 




(iii)  

receipt by a
Finance Party of written notice from GFN (or any of its Affiliates)
that the bidder (being the relevant GFN Subsidiary) does not intend
to proceed with the Bid; or





 




(iv)  

the Company is
acquired by a party other than the bidder (being the relevant GFN
Subsidiary) under the Bid; and





 




(b)  

in relation to
Facility C, the period from and including the date
of  this Agreement to and including the earlier
of:





 




(i)  

the date that the
Facility C Commitment is cancelled in full; and





 




(ii)  

the date falling
one month prior to the Maturity Date.





 

 "Available Commitment" means, in relation
to a Facility, a Lender's Commitment under that Facility
minus:

 




(a)  

the Base Currency
Amount of its participation in any outstanding Loans under that
Facility; and





 




(b)  

in relation to any
proposed Utilisation, the Base Currency Amount of its participation
in any Loans that are due to be made under that Facility on or
before the proposed Utilisation Date,





 

 other than, in
relation to any proposed Utilisation under Facility C only, that
Lender's participation in any Facility C Loans that are due to be
repaid or prepaid on or before the proposed Utilisation
Date.

 

 "Available Facility" means, in relation
to a Facility, the aggregate for the time being of each Lender's
Available Commitment in respect of that Facility.

 

 "Base Currency" means Australian
dollars.

 

 "Base Currency Amount" means, in relation
to a Loan, the amount specified in the Utilisation Request
delivered by a Borrower for that Loan or, if the amount requested
is not denominated in the Base Currency, that amount converted into
the Base Currency at the Agent's Spot Rate of
Exchange:

 




(a)  

for a proposed
Loan, on the date which is three Business Days before the
Utilisation Date (or if later, on the date the Agents receives the
Utilisation Request) of that proposed Loan; and





 




(b)  

in relation to an
outstanding Loan, on the date the Agent receives a Utilisation
Request in respect of any proposed new Loan,





 

 adjusted to reflect
any repayment, prepayment, consolidation or division of a
Loan.

 

 "BBSY Bid" means in relation to any Loan
in Australian dollars:

 




(a)  

the applicable
Screen Rate as of 10.30a.m. (Sydney time) on the Quotation Day for
Australian dollars and for a period equal in length to the Interest
Period of that Loan; or





 




(b)  

as otherwise
determined pursuant to Clause 11.1 (Unavailability of Screen
Rate),





 

 and if, in either
case, that rate is less than zero, BBSY Bid shall be deemed to be
zero.

 

 "Bid" means the off-market takeover bid
(or other takeover bid authorized by the Australian Corporations
Act) by a GFN Subsidiary to acquire all of the issued share capital
of the Company not currently owed by GFN and its Subsidiaries and
any ensuing compulsory acquisition undertaken pursuant to
the  Australian Corporations Act.

 

 "Bill" has the meaning it has in
the:

 




(a)  

Bills of Exchange Act 1909 of
Australia; and





 




(b)  

Bills of Exchange Act 1908 of New
Zealand,





 

 and a reference to
the drawing, acceptance or endorsement of, or other dealing with, a
Bill is to be interpreted in accordance with those
Acts.

 

 "Bison Capital" means Bison Capital
Inc.

 

 "Bison Capital Financing Documents" means
the documents under which Bison Capital (or any of its Affiliates)
is providing financing (whether as debt or equity) to a Subsidiary
of GFN to part fund the Bid.

 

 "BKBM" means in relation to any Loan in
New Zealand dollars:

 




(a)  

the applicable
Screen Rate as of 11.00a.m. (Auckland time) on the Quotation Day
for New Zealand dollars and for a period equal in length to the
Interest Period of the Loan; or





 




(b)  

as otherwise
determined pursuant to Clause 11.1 (Unavailability of Screen
Rate),





 

 and if, in either
case, that rate is less than zero, BKBM shall be deemed to be
zero.

 

 "Borrower" means the AU Borrower, the NZ
Borrower or an Additional Borrower unless it has ceased to be a
Borrower in accordance with Clause 25 (Changes to the Obligors).

 

 "Borrower Affiliate" means any Borrower,
any Affiliates of a Borrower, any trust of which it or any of its
Affiliates is a trustee, any partnership of which it or any of its
Affiliates is a partner and any trust, fund or other entity which
is managed by, or is under the control of, it or any of its
Affiliates, and includes GFN and Bison Capital and their
Affiliates.

 

 "Break Costs" means the amount (if any)
by which:

 




(a)  

the interest which
a Lender should have received for the period from the date of
receipt of all or any part of its participation in a Loan to the
last day of the current Interest Period in respect of that Loan,
had the principal amount received been paid on the last day of that
Interest Period;





 

exceeds:

 




(b)  

the amount which
that Lender would be able to obtain by placing an amount equal to
the principal amount received by it on deposit with a leading bank
in the Relevant Market or acquiring a bill of exchange accepted by
a leading bank for a period starting on the Business Day following
receipt or recovery and ending on the last day of the current
Interest Period.





 

 It is an amount
payable in lieu of interest which would otherwise have been
paid.

 

 "Building" means any building, structure,
earthworks or improvement of any kind or any part of
same.

 

 "Business Day" means a day (other than a
Saturday or Sunday) on which banks are open for general business in
Sydney, Melbourne and (in relation to any date for payment or
purchase of New Zealand dollars) Auckland.

 

 "Calculation Date" means each 31 March,
30 June, 30 September and 31 December, commencing 30 September
2017.

 

 "Calculation Period" means, in relation
to a Calculation Date, the period of 12 months ending on that
Calculation Date.

 

 "Capital Expenditure" means payment for
expenditure on the acquisition, maintenance, refurbishment or
upgrading (including the purchase of new assets to replace obsolete
assets) of equipment, machinery, fixed assets, real property
improvements, software and information systems or any other capital
asset (including any costs incurred in connection with that
expenditure) that under the Accounting Standards is regarded as
capital expenditure.

 

 "Cash" means all cash on hand, short term
deposits and other cash equivalents.

 

 "CFADS" (being Cashflow Available for
Debt Service) means, for any Calculation Period, EBITDA for that
Calculation Period:

 




(a)  

plus (or minus) any
decrease (or increase) in Working Capital for that Calculation
Period;





 




(b)  

less corporate
Taxes paid by the Group in cash (net of cash Tax amounts received,
including refunds of Tax received by the Group in cash) during that
Calculation Period;





 




(c)  

less Net Capital
Expenditure paid by the Group in that Calculation Period;
and





 




(d)  

less Permitted
Acquisitions under Clause 22.22(b)(iii) (Acquisitions) paid for by the Group in
cash during that Calculation Period,





 

all as determined
in accordance with Clause 21.2 (Calculation of Financial
Covenants).

 

 "Change of Control" means, other than
with the prior written consent the Agent (acting upon the
instructions of the Majority Lenders):

 




(a)  

GFN ceases to
Control, and legally and beneficiary (directly or indirectly) to
hold all of the shares in, the Company (which will be deemed to
have occurred if a Controller is appointed to all (or substantially
all) of the assets of any Holding Company of the Company or any
shares in the Company held (directly or indirectly) by any such
Holding Company); or





 




(b)  

the Company ceases
to Control, and legally and beneficially (directly or indirectly)
to hold all of the shares in, any other
Obligor.





 

 "Code" means the US Internal Revenue Code
of 1986.

 

 "Commitment" means the Facility A
Commitment, the Facility B Commitment or the Facility C
Commitment.

 

 "Commitment Letter" means the letter
dated on or about 30 June 2017 between GFN Asia Pacific Holdings
Pty Ltd and the Arranger.

 

 "Compliance Certificate" means a
certificate substantially in the form set out in Schedule 7
(Form of Compliance
Certificate).

 

 "Confidential Information" means all
information relating to the Company, any direct or indirect
shareholder of the Company, any Obligor, the Group, the Finance
Documents or a Facility of which a Finance Party becomes aware in
its capacity as, or for the purpose of becoming, a Finance Party or
which is received by a Finance Party in relation to, or for the
purpose of becoming a Finance Party under, the Finance Documents or
a Facility from either:

 




(a)  

any Group Member or
any of its advisers; or





 




(b)  

another Finance
Party, if the information was obtained by that Finance Party
directly or indirectly from any Group Member or any of its
advisers,





 

 in whatever form,
and includes information given orally and any document, electronic
file or any other way of representing or recording information
which contains or is derived or copied from such information but
excludes:

 




(i)  

information
that:





 




(A)  

is or becomes
public information other than as a direct or indirect result of any
breach by that Finance Party of Clause 38 (Confidentiality);
or





 




(B)  

is identified in
writing at the time of delivery as non-confidential by any Group
Member or any of its advisers; or





 




(C)  

is known by that
Finance Party before the date the information is disclosed to it in
accordance with paragraphs (a) or (b) above or is lawfully obtained
by that Finance Party after that date, from a source which is, as
far as that Finance Party is aware, unconnected with the Group and
which, in either case, as far as that Finance Party is aware, has
not been obtained in breach of, and is not otherwise subject to,
any obligation of confidentiality; and





 




(ii)  

any Funding Rate or
Reference Bank Quotation.





 

 "Confidentiality Undertaking" means a
confidentiality undertaking substantially in the form of the
“APLMA (Australian Branch) Form of Confidentiality Agreement
on Sell Down” as published by the Asia Pacific Loan Market
Association or in any other form agreed between the Company and the
Agent.

 

 "Control":

 




(a)  

has the meaning
given in section 50AA of the Australian Corporations Act;
and





 




(b)  

in respect of an
'entity' (as defined in the Australian Corporations Act) also
includes the direct or indirect power to directly or indirectly
direct the management or policies of the entity or control the
membership or voting of the board of directors or other governing
body of the entity (whether or not the power has statutory, legal
or equitable force or arises by means of statutory, legal or
equitable rights or trusts, agreements, arrangements,
understandings, practices, the ownership of any interest in
Marketable Securities, bonds or instruments of the entity or
otherwise),





 

 and, when used in
relation to a NZ Obligor, as if that Obligor was subject to the
Australian Corporations Act.

 

 "Contested Taxes" means a Tax assessed as
payable by a person where the person:

 




(a)  

is diligently
contesting the assessment in good faith and in accordance with
proper procedures and laws;





 




(b)  

is not required by
applicable law to pay the Tax before the contest is determined;
and





 




(c)  

has satisfied the
Agent that it has set aside sufficient reserves of liquid assets to
pay the Tax and any fine, penalty, interest or other cost payable
if the contest is unsuccessful.





 

 "Controller" has the meaning it has in the
Australian Corporations Act and, when used in relation to a NZ
Obligor, as if that Obligor was subject to the Australian
Corporations Act.

 

 "Core Business" means the hire, sale and
modification of portable container solutions in three key product
segments: portable storage, portable buildings and freight based on
shipping container design.

 

 "Debt Purchase Transaction" means, in
relation to a person, a transaction where such person:

 




(a)  

acquires by way of
assignment, novation or transfer;





 




(b)  

enters into any
sub-participation in respect of; or





 




(c)  

enters into any
other agreement or arrangement having an economic effect
substantially similar to a sub-participation in respect of, or
allowing it to control the exercise of rights relating
to,





 

 any Commitment or
amount outstanding under this Agreement.

 

 "Debt Service Cover Ratio" means, for a
Calculation Period, the ratio of:

 




(a)  

CFADS;
to





 




(b)  

the aggregate
of:





 




(i)  

Net Interest
Expense;





 




(ii)  

scheduled
repayments under Facility A; and





 




(iii)  

the capital element
of all payments made under finance or capital leases of the
Group,





 

in each case, for
that Calculation Period.  Net Interest Expense for a
Calculation Period will be determined in accordance with Clause
21.2 (Calculation of Financial
Covenants).

 

 "Default" means an Event of Default or
any event or circumstance specified in Clause 23 (Events of Default) which would (with
the expiry of a grace period, the giving of notice, the making of
any determination under the Finance Documents or any combination of
any of the foregoing) be an Event of Default.

 

 "Defaulting Finance Party" means any
Finance Party (other than a Lender which is a Borrower
Affiliate):

 




(a)  

which (in any
capacity) has failed to make a payment when due under this
Agreement or has notified a Party that it will not make such a
payment, except where:





 




(i)  

its failure to pay
is caused by:





 




(A)  

administrative or
technical error; or





 




(B)  

a Disruption Event;
and





 

payment is made
within 5 Business Days of its due date; or

 




(ii)  

the Finance Party
is disputing in good faith whether it is contractually obliged to
make the payment in question;





 




(b)  

which (in any
capacity) has otherwise rescinded or repudiated a Finance Document;
or





 




(c)  

which:





 




(i)  

is or is
adjudicated to be insolvent;





 




(ii)  

applies or resolves
to be wound up, given protection against creditors or placed in
bankruptcy or any analogous process; or





 




(iii)  

is subject to the
appointment of a liquidator, administrator, manager, trustee in
bankruptcy or any analogous process.





 

 "Disposal" means any sale, assignment,
transfer, lease or other disposal, or grant of any interest
whether:

 




(a)  

in a single
transaction or in a series of transactions (whether related or
not); or





 




(b)  

voluntarily or
involuntarily.





 

 "Disruption Event" means either or both
of:

 




(a)  

a material
disruption to those payment or communications systems or to those
financial markets which are, in each case, required to operate in
order for payments to be made in connection with the Facilities (or
otherwise in order for the transactions contemplated by the Finance
Documents to be carried out) which disruption is not caused by, and
is beyond the control of, any of the Parties;
or





 




(b)  

the occurrence of
any other event which results in a disruption (of a technical or
systems-related nature) to the treasury or payments operations of a
Party preventing that, or any other Party:





 




(i)  

from performing its
payment obligations under the Finance Documents;
or





 




(ii)  

from communicating
with other Parties in accordance with the terms of the Finance
Documents,





 

 and which (in
either such case) is not caused by, and is beyond the control of,
the Party whose operations are disrupted.

 

 "Distribution" means any distribution in
cash or in kind or payments including by way of:

 




(a)  

dividends;





 




(b)  

share
buy-backs;





 




(c)  

capital returns or
reductions;





 




(d)  

payment of fees
(including any management fees);





 




(e)  

payments of
principal, interest and other amounts; and





 




(f)  

deposits and
redemptions of any redeemable preference
shares,





 

 to shareholders,
unitholders, related entities or providers of debt which is (or is
intended to be) subordinated to the Facility.

 

 "EBITDA" means, for a Calculation Period,
the consolidated operating profit (or loss) of the Group from
ordinary operations for that Calculation Period after adjustment to
exclude (to the extent not already excluded and without double
counting):

 




(a)  

any deduction or
contribution in respect of Taxes for that Calculation
Period;





 




(b)  

Net Interest
Expense incurred (including capitalised, suspended interest and/or
interest paid in kind) during that Calculation
Period;





 




(c)  

any depreciation or
amortisation of fixed assets (including any leasehold property)
during that Calculation Period;





 




(d)  

any amortisation or
impairment of goodwill or intangible assets and acquisition costs
(including amortisation of debt fees) during that Calculation
Period;





 




(e)  

any individually
significant (and non-recurring) or extraordinary or unusual losses
and any individually significant (and non-recurring) or
extraordinary or unusual gains during that Calculation Period (but
cash items will not be excluded from EBITDA under this paragraph
(e) to the extent that the relevant event has an ongoing impact on
EBITDA in more than 2 subsequent quarters);





 




(f)  

any non-cash
expensing of any stock option incentive plan or any other similar
non-cash share based employee compensation or management equity
plan;





 




(g)  

any loss or gain
against book value arising from the disposal of any asset (not
being disposals made in the ordinary course of trading) during that
Calculation Period and any increment or decrement relating to the
revaluation of any asset during that Calculation Period which goes
through the profit and loss account;





 




(h)  

any unrealised
exchange gains and losses and any unrealised gains or losses on
derivative financial instruments and any other non-cash accounting
adjustments or charges;





 




(i)  

EBITDA for that
period of any entity or business sold, transferred or otherwise
disposed of by any Group Member during such Calculation
Period;





 




(j)  

after adjustment to
remove net profits or losses of any entity which have been
consolidated within consolidated operating profit (or loss) of the
Group in respect of the Calculation Period but which are
attributable to outside equity interests (not being a Group
Member); and





 




(k)  

excluding any
non-cash AIFRS related adjustments and charges,





 

 and including
(without double counting) pro-forma EBITDA adjustments for entities
acquired by the Group during the previous 12 months on a full year
run rate basis provided that any such pro-forma EBITDA adjustments
exceeding A$1,000,000 in aggregate in a Financial Year must be
certified as accurate by the Chief Financial Officer and a director
of the Company, based upon and subject to assumptions and
qualifications acceptable to the Agent (acting on the instructions
of the Majority Lenders) (acting reasonably).  EBITDA for
a Calculation Period will be determined in accordance with Clause
21.2 (Calculation of Financial
Covenants).

 

 "Environment" means all aspects of the
surroundings of human beings including:

 




(a)  

the physical
factors of those surroundings, such as land, the waters and the
atmosphere;





 




(b)  

the biological
factors of those surroundings, such as animals, plants and other
forms of life; and





 




(c)  

the aesthetic
factors of those surroundings such as appearance, sounds, smells,
tastes and textures.





 

 "Environmental Approval" means any and
all Authorisations of any kind relating to the Environment required
by any Governmental Agency or any Environmental Law.

 

 "Environmental Law" means any law
relating to the Environment and pollution including a law relating
to water, water catchments, pollution of air, soil, groundwater or
water, noise, soil chemicals, pesticides, hazardous substances, the
ozone layer, waste, dangerous goods, public health, occupational
health and safety, environmental hazards, any aspect of protection
of the Environment, or the enforcement or administration of any
such law (whether that law arises under law or pursuant to an
Authorisation, notice, decree, order or directive of any
Governmental Agency or otherwise).

 

 "Environmental Liability" means any of
the following liabilities which arise, directly or indirectly, from
or in relation to any property occupied by an Obligor:

 




(a)  

all losses, costs
and expenses associated with complying with the requirements of any
Governmental Agency under an Environmental Law or in connection
with an Environmental Approval;





 




(b)  

any compensation or
other money that a Governmental Agency requires to be paid to a
Governmental Agency or any other person under an Environmental Law
or an Environmental Approval;





 




(c)  

any fines or
penalties incurred under an Environmental Law or Environmental
Approval;





 




(d)  

all losses, costs
and expenses incurred in complying with or avoiding a contravention
of an Environmental Law or Environmental
Approval;





 




(e)  

all losses, costs
and expenses (including all legal and consultancy costs) which are
incurred as a result of any contravention or alleged contravention
of an Environmental Law or Environmental Approval;
and





 




(f)  

all other claims,
demands, suits, proceedings, causes of action, losses (including
consequential losses) damages, costs and expenses arising under an
Environmental Law or Environmental Approval and legal and
consulting fees and interest.





 

 "Event of Default" means any event or
circumstance specified as such in Clause 23 (Events of Default).

 

 "Event of Insolvency" in relation to a
person, means if one or more of the following events occur in
relation to it:

 




(a)  

it is (or states
that it is) an insolvent under administration (as defined in the
Australian Corporations Act) or insolvent (as defined in section
95A of the Australian Corporations Act); or





 




(b)  

it is taken or
admits to be unable to pay its debts under section 287 of the NZ
Companies Act; or





 




(c)  

if it is a
corporation, a liquidator or provisional liquidator is appointed in
respect of it; or





 




(d)  

it is under
administration or wound up (or otherwise the subject of a
dissolution) or has had a Controller, Managing Controller,
liquidator, provisional liquidator, receiver, administrative
receiver, administrator, compulsory manager, trustee or other
similar officer appointed to in respect of it or any of its
property; or





 




(e)  

it is subject to
any arrangement, assignment, moratorium or composition (formal or
informal) with or for the benefit of creditors or any class or
group of them, reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise), a personal insolvency
agreement, protected from creditors under any statute or any
similar proceeding or arrangement by which its assets are subjected
conditionally or unconditionally to the control of its creditors or
a trustee, unless this takes place as part of a solvent
reconstruction, amalgamation, merger or consolidation that has been
approved by the Agent (acting on the instructions of the Majority
Lenders); or





 




(f)  

if it is a
corporation, it is deregistered or dissolved (in each case, other
than to carry out a reorganisation, amalgamation, merger or
consolidation while solvent on terms approved by the Agent (acting
on the instructions of the Majority Lenders)) or a step is taken
under section 601AA, 601AB or 601AC of the Corporations Act to
cancel its registration and such steps are not withdrawn or stopped
within 15 Business Days; or





 




(g)  

a court grants a
petition, or an order is made, for the bankruptcy of an individual
or his estate under any Insolvency Provision;
or





 




(h)  

an application or
order has been made, resolution passed, proposal put forward, or
any other corporate or other action, legal proceedings or other
formal procedure or step is taken, in each case in connection with
any matter in paragraphs (a) to (g) above, except if, in relation
to an application, that application is withdrawn or dismissed
within 10 Business Days; or





 




(i)  

it is taken (under
section 459F(1) of the Australian Corporations Act) to have failed
to comply with a statutory demand; or





 




(j)  

it is taken (under
section 287 of the NZ Companies Act) to have failed to comply with
a statutory demand; or





 




(k)  

it is the subject
of an event described in, or presumed by a court to be insolvent
under, section 459C(2)(b) (or it makes a statement from which the
Agent (acting on the instructions of the Majority Lenders)
reasonably deduces it is so subject); or





 




(l)  

it is the subject
of an event described in section 585 of the Australian Corporations
Act (or it makes a statement from which the Agent (acting on the
instructions of the Majority Lenders) reasonably deduces it is so
subject); or





 




(m)  

it is declared at
risk pursuant to the NZ Corporations (Investigation and Management)
Act or a statutory manager is appointed or a step is taken with a
view to any such appointment in respect of it under that Act;
or





 




(n)  

it is, or admits in
writing that it is, or is declared to be, or is taken under any
applicable law to be (for any purpose), insolvent or unable to pay
its debts as and when they fall due; or





 




(o)  

it stops or
suspends or threatens to stop or suspend payment of any class of
its debt or its debts generally; or





 




(p)  

something having an
analogous, equivalent or substantially similar effect to (a) to (o)
happens in connection with that person under the law of any
jurisdiction.





 

 "Excess Cashflow" means in respect of any
Financial Year of the Group, EBITDA for that Financial Year
minus the sum of the
following for the Group (on a consolidated basis) for that
Financial Year, without double counting:

 




(a)  

Net Interest
Expense of the Group;





 




(b)  

any Taxes paid or
payable in cash;





 




(c)  

any increase in
Working Capital (excluding changes in Working Capital relating to
acquisitions) as at the end of that Financial Year over the
previous Financial Year;





 




(d)  

Net Capital
Expenditure;





 




(e)  

any permanent
prepayment or repayment of principal under the Facility (and, in
the case of Facility C, where there is a contemporaneous and equal
reduction in the commitment in respect of that Facility) in that
Financial Year;





 




(f)  

the amount of any
realised cash cost incurred by a Group Member in respect of any
extraordinary item during that Financial Year to the extent not
already deducted from EBITDA;





 




(g)  

any cash losses on
hedging arrangements realised during that Financial
Year;





 




(h)  

any Permitted
Distributions paid in that Financial Year;





 

plus, to the extent
not included in EBITDA for that Financial Year:

 




(i)  

any decrease in
Working Capital (excluding changes in Working Capital relating to
acquisitions) during that Financial Year ;





 




(j)  

any Tax refunds or
other Tax receipts received during that Financial
Year;





 




(k)  

any amount of
unspent Capital Expenditure that was deducted from Excess Cashflow
during a previous Financial Year and not spent in the Financial
Year in which deducted;





 




(l)  

any realised cash
receipts (net of applicable Tax) or minus any realised cash
payments of a Group Member in respect of any extraordinary,
non-recurring or one-off items not already taken into account in
calculating EBITDA, but excluding any cash receipt that
is:





 




(A)  

permitted under the
Finance Documents to be retained or applied for another purpose
within any required time period; or





 




(B)  

used to prepay the
Facilities ; and





 




(m)  

any cash gains on
hedging arrangements realised during that Financial
Year.





 

 "Facility" means Facility A, Facility B
or Facility C.

 

 "Facility A" means the amortising term
loan facility made available under this Agreement as described in
Clause 2.1(a) (The
Facilities).

 

 "Facility A Commitment"
means:

 




(a)  

in relation to an
Original Lender, the amount in the Base Currency set opposite its
name under the heading "Facility A Commitment" in Part II of
Schedule 1 (The Original
Parties) and the amount of any other Facility A Commitment
transferred to it under this Agreement; and





 




(b)  

in relation to any
other Lender, the amount in the Base Currency of any Facility A
Commitment transferred to it under this
Agreement,





 

 to the extent not
cancelled, reduced or transferred by it under this
Agreement.

 

 "Facility A Loan" means a loan made or to
be made under Facility A or the principal amount outstanding for
the time being of that loan.

 

 "Facility A Repayment Date" means each 30
June and 31 December commencing 31 December 2017.

 

 "Facility A Repayment Instalment" means,
for a Facility A Repayment Date, A$3,330,000 (as may be reduced by
prepayments in accordance with Clause 7.4(b) (Voluntary prepayment) and Clause
8.3(a)(i) (Application of
Mandatory Prepayments) .

 

 "Facility B" means the bullet term loan
facility made available under this Agreement as described in Clause
2.1(b) (The
Facilities).

 

 "Facility B Commitment"
means:

 




(a)  

in relation to an
Original Lender, the amount in the Base Currency set opposite its
name under the heading "Facility B Commitment" in Part II of
Schedule 1 (The Original
Parties) and the amount of any other Facility B Commitment
transferred to it under this Agreement; and





 




(b)  

in relation to any
other Lender, the amount in the Base Currency of any Facility B
Commitment transferred to it under this
Agreement,





 

 to the extent not
cancelled, reduced or transferred by it under this
Agreement.

 

 "Facility B Loan" means a loan made or to
be made under Facility B or the principal amount outstanding for
the time being of that loan.

 

 "Facility C" means the revolving working
capital facility made available under this Agreement as described
in Clause 2.1(c) (The
Facilities).

 

 "Facility C Commitment"
means:

 




(a)  

in relation to an
Original Lender, the amount in the Base Currency set opposite its
name under the heading "Facility C Commitment" in Part II of
Schedule 1 (The Original
Parties) and the amount of any other Facility C Commitment
transferred to it under this Agreement; and





 




(b)  

in relation to any
other Lender, the amount in the Base Currency of any Facility C
Commitment transferred to it under this
Agreement,





 

 to the extent not
cancelled, reduced or transferred by it under this
Agreement.

 

 "Facility C Loan" means a loan made or to
be made under Facility C or the principal amount outstanding for
the time being of that loan.

 

 "Facility Office" means the office or
offices in Australia notified by a Lender  to the Agent
in writing on or before the date it becomes a Lender (or, following
that date, by not less than five Business Days' written notice) as
the office or offices through which it will perform its obligations
under this Agreement.

 

 "FATCA" means:

 




(a)  

sections 1471 to
1474 of the Code or any associated regulations;





 




(b)  

any treaty, law or
regulation of any other jurisdiction, or relating to an
intergovernmental agreement between the US and any other
jurisdiction, which (in either case) facilitates the implementation
of any law or regulation referred to in paragraph (a) above;
or





 




(c)  

any agreement
pursuant to the implementation of any treaty, law or regulation
referred to in paragraphs (a) or (b) above with the US Internal
Revenue Service, the US government or any governmental or taxation
authority in any other jurisdiction.





 

 "FATCA Application Date"
means:

 




(a)  

in relation to a
"withholdable payment" described in section 1 473(1)(A)(i) of the
Code (which relates to payments of interest and certain other
payments from sources within the US), 1 July
2014;





 




(b)  

in relation to a
"withholdable payment" described in section 1 473(1)(A)(ii) of the
Code (which relates to "gross proceeds" from the disposition of
property of a type that can produce interest from sources within
the US), 1 January 2019; or





 




(c)  

in relation to a
"passthru payment" described in section 1471(d)(7) of the Code not
falling within paragraphs (a) or (b) above, 1 January
2019,





 

 or, in each case,
such other date from which such payment may become subject to a
deduction or withholding required by FATCA as a result of any
change in FATCA after the date of this Agreement.

 

 "FATCA Deduction" means a deduction or
withholding from a payment under a Finance Document required by
FATCA.

 

 "FATCA Exempt Party" means a Party that
is entitled to receive payments free from any FATCA
Deduction.

 

 "Fee Letter" means any letter or letters
dated on or about the date of this Agreement between the Arranger
and the Company, GFN or GFN Asia Pacific Holdings Pty Ltd (or the
Agent and the Company or the Security Trustee and the Company)
setting out any of the fees referred to in Clause 12 (Fees).

 

 "Finance Document" means:

 




(a)  

this
Agreement;





 




(b)  

each Security
Document;





 




(c)  

each Hedging
Agreement;





 




(d)  

each Fee
Letter;





 




(e)  

each Accession
Letter;





 




(f)  

each Resignation
Letter;





 




(g)  

each Compliance
Certificate;





 




(h)  

any Recognition
Certificate;





 




(i)  

any agreement, deed
or legal instrument that is entered into under or pursuant to the
terms of any of the above;





 




(j)  

any document or
agreement that amends, supplements, replaces or novates any of the
above; and





 




(k)  

any document that
is designated as a “Finance Document” in writing by the
Agent and the Company.





 

 "Finance Party" means the Security
Trustee, the Agent, the Arrangers, any Hedge Counterparty or a
Lender.

 

 "Financial Close" means the date on which
all conditions precedent are satisfied (or waived by the Agent on
the instructions of all the Lenders in accordance with Clause 4
(Conditions of
Utilisation)) and first draw-down under the Facilities
occurs.

 

 "Financial Year" means each 12 month
period ending on or about 30 June (unless otherwise
amended).

 

 "Financial Indebtedness" means any
indebtedness for or in respect of:

 




(a)  

moneys borrowed and
any debit balance at any financial institution;





 




(b)  

any amount raised
under any acceptance credit, bill acceptance or bill endorsement
facility or dematerialised equivalent;





 




(c)  

any amount raised
pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar
instrument;





 




(d)  

the amount of any
liability in respect of any lease or hire purchase contract which
would, in accordance with Accounting Standards, be treated as a
finance or capital lease;





 




(e)  

receivables sold or
discounted (other than any receivables to the extent they are sold
on a non-recourse basis);





 




(f)  

any redeemable
shares where the holder has the right, or the right in certain
conditions, to require redemption;





 




(g)  

any amount raised
under any other transaction (including any forward sale or purchase
agreement) of a type not referred to in any other paragraph of this
definition having the commercial effect of a
borrowing;





 




(h)  

consideration for
the acquisition of assets or services payable more than 90 days
after acquisition;





 




(i)  

any derivative
transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when
calculating the value of any derivative transaction, only the
marked to market value (or, if any actual amount is due as a result
of the termination or close-out of that derivative transaction,
that amount) shall be taken into account);





 




(j)  

any
counter-indemnity obligation in respect of a guarantee, indemnity,
bond, standby or documentary letter of credit or any other
instrument issued by a bank or financial institution;
and





 




(k)  

the amount of any
liability in respect of any guarantee or indemnity for any of the
items referred to in paragraphs (a) to (j)
above.





 

 "Funding Rate" means any individual rate
notified by a Lender to the Agent pursuant to Clause 11.4(a)(ii)
(Cost of
funds).

 

 "GFN" means General Finance Corporation,
Inc, being the Delaware corporation whose common stock trades
publicly on the NASDAQ Global Market in the United States and who
owns 100% of GFN U.S. Australasia Holdings, Inc which, as at the
date of the Commitment Letter, owned approximately 51% of the
Company.

 

 "Governmental Agency" means any
government or any governmental, semi-governmental or judicial
entity or authority.  It also includes any self
regulatory organisation established under statute or any stock
exchange.

 

 "Group" means the Company and its
Subsidiaries for time to time.

 

 "Group Member" means a member of the
Group.

 

 "Guarantee" means the guarantee,
undertaking and indemnity given under Clause 18 (Guarantee).

 

 "Guarantor" means an Original Guarantor
or an Additional Guarantor, unless it has ceased to be a Guarantor
in accordance with Clause 25 (Changes to the Obligors).

 

 "Hedge Counterparty" has the meaning
given to it in the Security Trust Deed.

 

 "Hedging Agreement" has the meaning given
to it in the Security Trust Deed.

 

 "Hedging Policy" means the hedging policy
for the Group approved and adopted by the board of the Company from
time to time, approved by the Agent (acting on the instructions of
the Majority Lenders), such approval not to be unreasonably
withheld or delayed.

 

 "Holding Company" means, in relation to a
person, any other person in respect of which it is a
Subsidiary.

 

 "Idle Camp Accommodation Units" means the
units previously deployed in the Group’s business as mining
camp accommodation units, and not redeployed or sold, being as at
the date of this Agreement the units described as Idle Portable
Building Stock in Schedule 8 (Idle
Camp Accommodation Units).

 

 "Indirect Tax" means any goods and
services tax, consumption tax, value added tax or any tax of a
similar nature, and includes Australian GST and NZ
GST.

 

 "Intellectual Property" means any
intellectual or industrial property including:

 




(a)  

a patent, trade
mark or service mark, copyright, registered design, trade secret or
confidential information; or





 




(b)  

a licence or other
right to use or to grant the use of any of the above or to be the
registered proprietor or user of any of the
above.





 

 "Insolvency Provision" means any law
relating to insolvency, sequestration, liquidation, winding up or
bankruptcy (including any law relating to the avoidance of
conveyances in fraud of creditors or of preferences and any law
under which a liquidator or trustee may set aside or avoid
transactions) and any provision of any agreement, arrangement or
scheme, formal or informal, relating to the administration of any
of the assets of any person.

 

 "Interest Expense" means interest,
margin, commitment fees, discount and other recurring payments of a
similar nature paid or payable in relation to any Financial
Indebtedness (after taking into account the net effect of any
difference payments under any hedge agreements) including fees
payable for any guarantee or letter of credit and the interest
element of finance leases but excluding:

 




(a)  

capitalised
interest, suspended interest or any interest paid in kind;
and





 




(b)  

any amounts payable
to another Group Member.





 

 "Interest Period" means, in relation to a
Loan, each period determined in accordance with Clause 10
(Interest
Periods).

 

 "Interest Prepayment Account" means the
account to be held by an Obligor with the Account Bank which is
designated as the “Interest Prepayment Account” for the
purposes of the Finance Documents. If there is a change of the
account, it includes any account into which money credited to the
Interest Prepayment Account is transferred.

 

 "Interest Rate" means the percentage rate per
annum which is the aggregate of:

 




(a)  

the Margin;
and





 




(b)  

in relation to any
Loan in:





 




(i)  

Australian dollars,
BBSY Bid; or





 




(ii)  

New Zealand
dollars, BKBM; and





 




(c)  

at any time an
Event of Default or Review Event is continuing:





 




(i)  

on or before the
Maturity Date, 2 per cent per annum; or





 




(ii)  

after the Maturity
Date, 4 per cent per annum.





 

 "Interpolated Screen Rate" means, in
relation to any Loan, the rate (rounded to the same number of
decimal places as the two relevant Screen Rates) which results from
interpolating on a linear basis between:

 




(a)  

the applicable
Screen Rate for the longest period (for which that Screen Rate is
available) which is less than the Interest Period of that Loan;
and





 




(b)  

the applicable
Screen Rate for the shortest period (for which that Screen Rate is
available) which exceeds the Interest Period of that
Loan,





 

 each as of
10.30a.m. (Sydney time) (in the case of BBSY Bid) or 11.00a.m.
(Auckland time) (in case of BKBM) on the Quotation Day for the
currency of that Loan.

 

 "Key Management Personnel" means each of
Neil Littlewood (CEO) and Greg Baker (CFO).

 

 "Lender" means:

 




(a)  

any Original
Lender; and





 




(b)  

any bank, financial
institution, trust, fund or other entity which has become a Party
in accordance with Clause 24 (Changes to the
Lenders),





 

 which in each case
has not ceased to be a Party in accordance with the terms of this
Agreement.

 

 "Loan" means a Facility A Loan, Facility
B Loan or a Facility C Loan.

 

 "Majority Lenders" means, at any
time:

 




(a)  

 if there is
only one Lender, that Lender; and





 




(b)  

if there are two or
more Lenders, a Lender or Lenders whose Commitments aggregate at
least 662/3% of the Total Commitments (or, if the Total Commitments
have been reduced to zero, aggregated at least 662/3% of the Total
Commitments immediately prior to the
reduction).





 

 Where a Lender's
Commitment has been reduced to zero, but it has an outstanding
participation in any outstanding Utilisations, then for this
purpose its Commitment will be taken to be the aggregate amount of
its participation.

 

 "Managing Controller" has the meaning it has in the
Australian Corporations Act and, when used in relation to a New
Zealand Obligor, as if that Obligor was subject to the Australian
Corporations Act.

 

 "Margin" means in relation to any
Loan:

 




(a)  

on and prior to the
day that the Agent receives the first Compliance Certificate from
the Company pursuant to clause 20.2 (Provision and Contents of Compliance
Certificate), 5% per annum; and





 




(b)  

thereafter, the
rates determined in accordance with Clause 11.7 (Margin Adjustments by reference to the Net
Leverage Ratio) and by reference to the table below, based
on the Net Leverage Ratio applicable on the most recent Calculation
Date:





 


	
Net
Leverage Ratio

(Net
Debt/EBITDA)

	
Margin
(% per annum)


	
NLR > 3.0
x

	
5.5%


	
2.5
x  <
NLR  ≤  3.0

	
5.0%


	
2.0 x < NLR
≤ 2.5x

	
4.75%


	
1.5 < NLR
≤ 2.0x

	
4.50%


	
NLR ≤
1.5x

	
4.25%






 

 

 "Marketable Securities" has the meaning
given to "marketable securities" in section 9 of the Australian
Corporations Act but as if the reference to "managed investment
scheme" included any unit trust which is not registered under the
Australian Corporations Act.

 

 "Material Adverse Effect" means a
material adverse effect on:

 




(a)  

the consolidated
business, assets, or financial condition of the Obligors (taken as
a whole);





 




(b)  

the ability of the
Obligors (taken as a whole) to perform their payment or other
material obligations under the Finance Documents;
or





 




(c)  

the validity or
enforceability of a material part of any Finance Document or any
material right or remedy of the Finance Party under the Finance
Documents.





 

 "Material Authorisation" means any
Authorisation which is necessary:

 




(a)  

to enable an
Obligor lawfully to enter into, exercise its rights and perform its
obligations under each Finance Document to which it is a
party;





 




(b)  

for the validity or
enforceability of a Finance Document or for the effectiveness of a
Transaction Security as a Security Interest (with the priority
contemplated in it);





 




(c)  

to make each such
Finance Document admissible in evidence in its jurisdiction of
incorporation;





 




(d)  

for an Obligor to
carry on its business where failure to hold that Authorisation
would be reasonably likely to have a Material Adverse
Effect.





 

 "Maturity Date" means in relation to each
Facility, the date that is three (3) years from the date of
Financial Close.

 

 "Month" means a period starting on one
day in a calendar month and ending on the numerically corresponding
day in the next calendar month, except that:

 




(a)  

(subject to
 paragraph (b)
below) if the numerically corresponding day is not a Business Day,
that period shall end on the next Business Day in that calendar
month in which that period is to end if there is one, or if there
is not, on the immediately preceding Business
Day;





 




(b)  

if there is no
numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in
that calendar month; and





 




(c)  

if an Interest
Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar
month in which that Interest Period is to end.





 

The above rules
will only apply to the last Month of any period.

 

 "Net Capital Expenditure" means, for a
Calculation Period, the consolidated aggregate of all Capital
Expenditure of the Group paid during that Calculation Period minus
any such Capital Expenditure funded from:

 




(a)  

the Facilities or
other Permitted Financial Indebtedness;





 




(b)  

new equity
subscribed in the Company;





 




(c)  

Retained Excess
Cashflow;





 




(d)  

such other amounts
permitted to be applied in reinvestment in assets for use in the
Group’s business or to fund Capital Expenditure pursuant to
the mandatory prepayment provisions and which are not required to
be applied towards mandatory prepayment of the Facilities;
or





 




(e)  

the net surplus (if
any) of the net proceeds of sales of containers in the container
hire fleet over the acquisition costs expended on containers
purchased, in each case, during that Calculation Period not
exceeding A$15,000,000.





 

 "Net Debt" means the aggregate of all
Financial Indebtedness of the Group on a consolidated basis;
minus:

 




(a)  

any shareholder
loans or subordinated debt of the Group which is subordinated to
the Facilities on terms and conditions satisfactory to the Agent
(acting on the instructions of the Majority Lenders);
and





 




(b)  

all cash held by
the Group at the time, excluding:





 




(i)  

cash which is
subject to a Security Interest (other than a Transaction Security);
and





 




(ii)  

the aggregate of
all amounts withheld and which have not then been released by the
relevant Group Member from payments due to sub-contractors or other
third parties on account of defects liability, warranty or similar
claims.





 

 "Net Interest Expense" means, for a
Calculation Period, Interest Expense for that Calculation Period
net of any interest received or receivable in cash by the Group for
that Calculation Period  (excluding any amounts received
or receivable from another Group Member).  Net Interest
Expense for a Calculation Period will be determined in accordance
with Clause 21.2 (Calculation of
Financial Covenants).

 

 "Net Leverage Ratio" means, on any date,
the ratio of:

 




(a)  

Net Debt on that
date; to





 




(b)  

EBITDA for the 12
month period ending on that date.





 

 The Net Leverage
Ratio will be determined in accordance with Clause 21.2
(Calculation of Financial
Covenants).

 

 "New Lender" has the meaning given to
that term in Clause 24 (Changes to
the Lenders).

 

 "NZ Companies Act" means the Companies Act 1993 of New
Zealand.

 

 "NZ Corporations (Investigation and Management)
Act" means the
Corporations (Investigation and
Management) Act 1989 of New Zealand.

 

 "NZ Financial Reporting Act" means the
Financial Reporting Act
2013 of New Zealand.

 

 "NZ General Security Deed" means the
document dated on or about the date of this Agreement entitled 'NZ
General Security Deed' between each NZ Obligor and the Security
Trustee under which each NZ Obligor grants a Security Interest over
all the present and after acquired property of that NZ
Obligor.

 

 "NZ GST" means goods and services tax
chargeable under the NZ GST Act.

 

 "NZ GST Act" means the Goods and Services Tax Act 1985 of New
Zealand.

 

 "NZ Obligor" means any Obligor which is
incorporated in New Zealand, being at the date of this Agreement,
each of Royalwolf Trading New Zealand Limited (company number
1062072) and Royalwolf NZ Acquisition Co. Limited (company number
2115393).

 

 "NZ PPSA" means the Personal Property Securities Act 1999
of New Zealand.

 

 "NZ PPS Regulations" means the
Personal Property Securities
Regulations 2001 of New Zealand.

 

 "NZ PPS Law" means:

 




(a)  

the NZ PPSA and any
regulation made at any time under the NZ PPSA including the NZ PPS
Regulations (each as amended from time to
time);





 




(b)  

any amendment made
at any time to any other legislation as a consequence of a law or
regulation referred to in paragraph (a).





 

 "Obligor" means a Borrower or a
Guarantor.

 

 "Offshore Associate" means an
Associate:

 




(a)  

which is a
non-resident of Australia and does not become a Lender or receive a
payment in carrying on a business in Australia at or through a
permanent establishment of the Associate in Australia;
or





 




(b)  

which is a resident
of Australia and which becomes a Lender or receives a payment in
carrying on a business in a country outside Australia at or through
a permanent establishment of the Associate in that country;
and





 

 which does not
become a Lender and receive payment in the capacity of a clearing
house, custodian, funds manager or responsible entity of a
registered scheme.

 

 "Original Borrower" means the AU Borrower
and the NZ Borrower.

 

 "Original Financial Statements"
means:

 




(a)  

the audited
consolidated financial statements of the Group for the Financial
Year ended 30 June 2016; and





 




(b)  

the audited
consolidated financial statements of Royal Wolf Trading New Zealand
Limited for its Financial Year ended 30 June
2016.





 

 "Original Obligor" means an Original
Borrower or an Original Guarantor.

 

 "Participating Member State" means any member state of the
European Union that has the euro as its lawful currency in
accordance with legislation of the European Union relating to
Economic and Monetary Union.

 

 "Party" means a party to this
Agreement.

 

 "Permitted Acquisition" means an acquisition permitted
under Clause 22.22(b) (Acquisitions).

 

 "Permitted Disposal" means any Disposal for fair market
value:

 




(a)  

in the ordinary
course of the Core Business on arm’s length
terms;





 




(b)  

of assets in
exchange for other comparable assets (comparable in type and of
equivalent value);





 




(c)  

of assets which are
obsolete, worn out, surplus to requirements or
redundant;





 




(d)  

of assets which are
not required for the efficient operation of the Core Business on
arm’s length terms;





 




(e)  

of Cash or cash
equivalent investments:





 




(i)  

for Cash or in
exchange for cash equivalent investments;





 




(ii)  

to pay Permitted
Distributions; or





 




(iii)  

for the purposes of
providing Permitted Financial Accommodation;





 




(f)  

of the Idle Camp
Accommodation Units on arm’s length
terms;





 




(g)  

by an Obligor to
another Obligor;





 




(h)  

any other Disposal
not otherwise permitted under paragraphs (a) to (f) above, provided
that the aggregate value of the assets disposed of by all Obligors
does not exceed A$2,000,000 (or its equivalent in another currency
or currencies) in any Financial Year; or





 




(i)  

made with the
consent of the Agent (acting on the instructions of the Majority
Lenders),





 

except where an
Event of Default subsists and the Agent has notified the Company
that no further Permitted Disposals may be made.

 

 "Permitted Distribution" means a
Distribution permitted under clause 22.27 (Distributions).

 

 "Permitted Financial Accommodation" means
any financial accommodation provided by the Obligors to any person
or persons (other than an Obligor) in an aggregate amount not
exceeding A$500,000 (or its equivalent in another currency or
currencies).

 

 "Permitted Financial Indebtedness"
means:

 




(a)  

Financial
Indebtedness incurred under the Finance
Documents;





 




(b)  

Financial
Indebtedness incurred under a Hedging Agreement entered into in
accordance with Clause 22.12 (Hedging);





 




(c)  

Financial
Indebtedness incurred under any finance lease, hire purchase
arrangement or similar facility provided the aggregate of all such
Financial Indebtedness of all Obligors does not at any time exceed
A$2,000,000 (or its equivalent in another currency or
currencies);





 




(d)  

Financial
Indebtedness which is subordinated to the Facilities on terms and
conditions satisfactory to the Agent (acting on the instructions of
the Majority Lenders);





 




(e)  

Financial
Indebtedness owed to trade creditors on account of services
provided on arm’s length terms to an Obligor in the ordinary
course of the Core Business;





 




(f)  

Financial
Indebtedness incurred or subsisting under transaction banking
facilities maintained in the ordinary course of the Core Business
(including any facility for the issue of guarantees, performance
bonds, letters of credit or similar instruments) provided the
aggregate of all such Financial Indebtedness of all Obligors does
not at any time exceed A$3,000,000 (or its equivalent in another
currency or currencies);





 




(g)  

unsecured loans
between Obligors; and





 




(h)  

Financial
Indebtedness incurred with the consent of the Agent (acting on the
instructions of the Majority Lenders).





 

 "Permitted Security Interest"
means:

 




(a)  

the Transaction
Security;





 




(b)  

a Security Interest
arising by operation of law in the ordinary course of the Core
Business, including:





 




(i)  

a Security Interest
in favour of a Governmental Agency securing rates, Taxes or similar
charges;





 




(ii)  

a possessory lien
for the unpaid balance of money owing for work, repairs, storage,
delivery or other services;





 




(iii)  

any other Security
Interest of landlords, carriers, warehousemen, repairers, mechanics
or similar service providers which arise by law and in the ordinary
course of the Core Business;





 




(c)  

a right of title
retention in connection with the acquisition of goods in the
ordinary course of the Core Business;





 




(d)  

any cash collateral
for an obligation in respect of any Permitted Financial
Indebtedness of the type described in paragraph (f) of the
definition of Permitted Financial Indebtedness;





 




(e)  

any Security
Interest over cash paid into an escrow or similar account in
connection with a Permitted Acquisition;





 




(f)  

a right of set-off
included in a commercial contract in the ordinary course of the
Core Business that does not secure Financial Indebtedness (other
than Permitted Financial Indebtedness (other than under paragraph
(d) of the definition of Permitted Financial
Indebtedness)); 





 




(g)  

a transfer of an
account, account receivable (as defined in NZ PPS Law) or chattel
paper (whether or not securing the payment or performance of an
obligation) on non-recourse terms and which is not prohibited by
this Agreement;





 




(h)  

a Security Interest
(whether or not securing the payment or performance of an
obligation) granted to a lessor or owner under a lease or hire
purchase agreement in the asset the subject of that lease or hire
purchase agreement, provided that if the lease or hire purchase
agreement is in accordance with the Accounting Standards required
to be treated as a finance or capital lease, such lease or hire
purchase agreement is Permitted Financial
Indebtedness;





 




(i)  

any Security
Interests not included in paragraphs (a) to (h) above which
together secure payment or performance of obligations in aggregate
not exceeding A$2,000,000 (or its equivalent in another currency or
currencies); or





 




(j)  

any Security
Interest incurred with the consent of the Agent (acting on the
instructions of the Majority Lenders).





 

 "PPS Law" means any of the Australian PPS
Law or the NZ PPS Law.

 

 "Prime Bank" means a bank determined by
ASX Benchmark (or any other person which takes over the
administration of the Screen Rate for Australian dollars) as being
a Prime Bank or an acceptor or issuer of bills of exchange or
negotiable certificates of deposit for the purposes of calculating
that Screen Rate.  If ASX Benchmark or such other person
ceases to make such determination, the Prime Banks shall be the
Prime Banks last so appointed.

 

"Quotation Day" means, in relation to any
period for which an interest rate is to be determined, the first
day of that period (unless market practice differs in the Relevant
Market for that currency, in which case the Quotation Day for that
currency will be determined by the Agent in accordance with market
practice in the Relevant Market (and if quotations would normally
be given on more than one day, the Quotation Day will be the last
of those days)).

 

 "Receiver" includes a receiver or
receiver and manager.

 

 "Reference Bank Quotation" means any
quotation supplied to the Agent by a Reference Bank.

 

 "Reference Bank Rate" means:

 




(a)  

in relation to BBSY
Bid, the sum of:





 




(i)  

the following
rates:





 




(A)  

the rate
representing the view (if any and applied to the relevant period)
which respondents to the NCDSURVEY10AM survey conducted by ASX
Benchmark (or any other person which takes over the conduct of that
survey) are asked to submit to the relevant conductor of the
survey; or





 




(B)  

(if the rate
referred to in paragraph (A) is not available), the arithmetic mean
of the rates (rounded upwards to four decimal places) as supplied
to the Agent at its request by the Reference Banks as the mid
discount rate (expressed as a yield percent to maturity) observed
by the relevant Reference Bank for marketable parcels of Australian
dollar denominated bank accepted bills and negotiable certificates
of deposit accepted or issued by Prime Banks, and which mature on
the last day of the relevant period or in the same half month
period under market conventions; or





 




(C)  

(if the rate
referred to in paragraph (A) is not available and if there is no
observable market rate for marketable parcels of Prime Bank
Australian dollar securities referred to in paragraph (B) above),
the arithmetic mean of the rates (rounded upwards to four decimal
places) as supplied to the Agent at its request by the Reference
Banks as the rate at which the relevant Reference Bank could borrow
funds in Australian dollars in the Australian interbank market and
for the relevant period were it to do so by asking for and then
accepting interbank offers for deposits in reasonable market sizes
and for that period; and





 




(ii)  

0.05% per annum;
or





 




(b)  

in relation to
BKBM, the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Agent at its request by the
Reference Banks:





 




(i)  

as the rate at
which the relevant Reference Bank could borrow funds in the New
Zealand bank bill market and for the relevant period were it to do
so by asking for and then accepting interbank offers for deposits
in reasonable market size for that period; or





 




(ii)  

(if the rate
referred to in paragraph (i) is not available), as the rate at
which the relevant Reference Bank could raise funds in the
wholesale market for New Zealand dollars for the relevant
period;





 

 "Reference Banks" means, in relation to
BBSY Bid, the principal office in Sydney/Melbourne of Australia and
New Zealand Banking Group Limited, Commonwealth Bank of Australia,
National Australia Bank Limited and Westpac Banking Corporation,
and in relation to BKBM, the principal offices in Auckland of ANZ
Bank New Zealand Limited, Bank of New Zealand, Westpac New Zealand
Limited and ASB Bank Limited.

 

 "Related Fund" in relation to a fund (the
"first fund"), means a fund
which is managed or advised by the same investment manager or
investment adviser as the first fund or, if it is managed by a
different investment manager or investment adviser, a fund whose
investment manager or investment adviser is an Affiliate of the
investment manager or investment adviser of the first
fund.

 

 "Relevant Market" means in relation to
Australian dollars, the Australian interbank market for bank
accepted bills and negotiable certificates of deposits and, in
relation to New Zealand dollars, the New Zealand interbank bill
market.

 

 "Repeating Representations" means each of
the representations set out in Clause 19 (Representations), other than paragraphs
(a) and (b) of Clause 19.9 (Financial statements), Clause 19.10
(Accuracy of Information)
and Clause 19.24 (Disclosure).

 

 "Representative" means any delegate,
agent, manager, administrator, nominee, attorney, trustee or
custodian.

 

 "Resignation Letter" means a letter
substantially in the form set out in Schedule 6 (Form of Resignation
Letter).

 

"Retained Excess Cashflow" means, at any
time, Cash that the Group has retain after the application of the
mandatory prepayment of Excess Cashflow in accordance with Clause
8.2(a) (Excess Cashflow
sweep) and which has not been spent or used by a Group
Member.

 

 "Review Event" means the occurrence of
any of the following events:

 




(a)  

a change in the
Control of GFN; or





 




(b)  

any Key Management
Personnel dies, resigns or, by reason of illness or incapacity
(whether mental or physical), becomes incapable of managing his own
affairs and is not replaced with a suitably qualified person within
60 Business Days.





 

 "Rollover Loan" means one or more
Facility C Loans:

 




(a)  

made or to be made
on the same day that a maturing Facility C Loan is due to be
repaid; or





 




(b)  

the aggregate
amount of which is equal to or less than the amount of the maturing
Facility C Loan;





 




(c)  

in the same
currency as the maturing Facility C Loan; and





 




(d)  

made or to be made
to the same Borrower for the purpose of refinancing that maturing
Facility C Loan.





 

 "Screen Rate" means:

 




(a)  

in relation to BBSY
Bid:





 




(i)  

the Australian Bank
Bill Swap Reference Rate (Bid) administered by ASX Benchmarks (or
any other person which takes over the administration of that rate)
for the relevant period displayed on page BBSY of the Bloomberg
Screen (or any replacement Bloomberg page which displays that
rate).  If such page or service ceases to be available,
the Agent may specify another page or service displaying the
relevant rate after consultation with the Company;
and





 




(ii)  

if the rate
described in  sub-paragraph (i) above is not available,
the sum of:





 




(A)  

the Australian Bank
Bill Swap Reference Rate administered by ASX Benchmarks (or any
other person which takes over the administration of that rate) for
the relevant period displayed on page BBSW of the Bloomberg Screen
(or any replacement Bloomberg page which displays that
rate).  If such page or service ceases to be available,
the Agent may specify another page or service displaying the
relevant rate after consultation with the Company;
and





 




(B)  

0.05% per annum;
and





 




(b)  

in relation to
BKBM, the New Zealand bank bill reference rate (bid) administered
by the New Zealand Financial Markets Association (or any other
person which takes over the administration of that rate) for the
relevant period displayed on page BKBM of the Bloomberg screen (or
any replacement Bloomberg page which displays that rate) or on the
appropriate page of such other information service which publishes
that rate from time to time in place of Bloomberg.  If
such page or service ceases to be available, the Agent may specify
another page or service displaying the relevant rate after
consultation with the Company.





 

 "Secured Property" means all of the
assets of the Obligors which from time to time are the subject of
the Transaction Security.

 

 "Security Documents" means any
documents:

 




(a)  

the Security Trust
Deed;





 




(b)  

the Australian
General Security Deed;





 




(c)  

the NZ General
Security Deed;





 




(d)  

the Account Bank
Deed;





 




(e)  

any agreement, deed
or legal instrument that is entered into under or pursuant to the
terms of any of the above;





 




(f)  

any document or
agreement that amends, supplements, replaces or novates any of the
above; and





 




(g)  

any document that
is designated as a “Security Document” in writing by
the Security Trustee and the Company.





 

 "Security Interest" means a mortgage,
charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement
having a similar effect, including any "security interest" as
defined in sections 12(1) or (2) of the Australian PPS Law and any
“security interest” as defined in the NZ PPS
Law.

 

 "Security Trust Deed" means the deed
entitled "Security Trust Deed" dated on or about the date of this
Agreement and made between, among others, the Original Obligors,
the Original Lenders and the Security Trustee.

 

 "Subsidiary"

 




(a)  

has the meaning
given in section 9 of the Australian Corporations Act, but as if
body corporate includes any entity and for the purposes of which
any beneficial interest or unit in a trust will be deemed to be
shares; and





 




(b)  

in relation to any
reporting for the Group for accounting purposes, in relation to the
Company or a Subsidiary of the Company, includes an entity that it
is required to consolidate under applicable Accounting
Standards.





 

 "Takeover Documents" means the bid
implementation agreement, bidder’s statement and any other
documents relating to the Bid.

 

 "Tax" means any tax, levy, impost, duty
or other charge or withholding of a similar nature (including
Australian GST, NZ GST, stamp and transaction duties) and any
penalty or interest payable in connection with any failure to pay
or any delay in paying any of the same.

 

 "Tax Deduction" means a deduction or
withholding for or on account of Tax from a payment under a Finance
Document.

 

 "Total Commitments" means the aggregate
of the Total Facility A Commitments, the Total Facility B
Commitments and the Total Facility C Commitments, being
A$125,000,000 at the date of this Agreement.

 

 "Total Facility A Commitments" means the
aggregate of the Facility A Commitments, being A$20,000,000 at the
date of this Agreement.

 

 "Total Facility B Commitments" means the
aggregate of the Facility B Commitments, being A$85,000,000 at the
date of this Agreement.

 

 "Total Facility C Commitments" means the
aggregate of the Facility B Commitments, being A$20,000,000 at the
date of this Agreement.

 

 "Total Tangible Assets" means, at any time, all tangible
assets of the Company and its Subsidiaries on a consolidated basis
as shown in the Financial Statements most recently delivered to the
Agent prior to that time under Clause 20.1 (Financial statements).

 

 "Transaction Security" means the Security
Interests created or expressed to be created in favour of, or held
for the benefit of, the Security Trustee pursuant to the Security
Documents.

 

 "Transfer Certificate" means a
certificate substantially in the form set out in Schedule 4
(Form of Transfer
Certificate) or any other form agreed between the Agent and
the Company.

 

 "Transfer Date" means, in relation to an
assignment or a transfer, the later of:

 




(a)  

the proposed
Transfer Date specified in the relevant Assignment Agreement or
Transfer Certificate; and





 




(b)  

the date on which
the Agent executes the relevant Assignment Agreement or Transfer
Certificate.





 

 "US" means the United States of
America.

 

 "Utilisation" means a utilisation of a
Facility.

 

 "Utilisation Date" means the date of a
Utilisation, being the date on which the relevant Loan is to be
made.

 

 "Utilisation Request" means a notice
substantially in the form set out in Schedule 3 (Requests).

 

 "Warranty Proceeds" means the proceeds of
a claim (a "Recovery Claim")
against any seller or any of its Affiliates (or any employee,
officer or adviser) or any other warranty or indemnity claim (other
than an insurance claim) or claim for any other breach in relation
to the acquisition of the Company under the Takeover Documents, the
Takeover Documents or against the provider of any diligence report
(in its capacity as a provider of that diligence report) after
deducting:

 




(a)  

any reasonable out
of pocket fees, costs and expenses in relation to that claim which
are incurred by an Obligor to persons who are not Group Members;
and





 




(b)  

any Tax incurred
and required to be paid, or reserved for, by the claimant in
connection with that claim,





 

 in each case in
relation to that Recovery Claim.

 

 "Wilful Default" means, in respect of the
Agent or the Security Trustee, any intentional failure to comply
with or intentional breach by the Agent or the Security Trustee (as
applicable) of any of its obligations under this Agreement or any
other Finance Document, other than a failure or breach
which:

 




(a)  

arises as a result
of a breach of a Finance Document by a person other than the Agent
or the Security Trustee and (subject to any provisions of the
Finance Documents which limit its liability in respect of the acts
and omissions thereof) its agents and
delegates;





 




(b)  

is caused by the
failure of another person to act where that act is a precondition
to the act of the first person;





 




(c)  

is in accordance
with a lawful court order or direction or otherwise required by
law;





 




(d)  

is in accordance
with an instruction or direction in accordance with the provisions
of the Finance Documents; or





 




(e)  

is caused by any
failure by the Agent or the Security Trustee to act due to lack of
instructions or lack of proper or clear instructions in accordance
with the provisions of the Finance Documents.





 

 "Working Capital" means:

 




(a)  

(without double
counting) the sum of:





 




(i)  

debtors (other than
debtors in respect of Financial Indebtedness and Tax) less
provision for doubtful debts;





 




(ii)  

prepayments;





 




(iii)  

other current
assets (other than Cash); and





 




(iv)  

inventory;





 

minus:

 




(b)  

(without double
counting) the sum of:





 




(i)  

accounts payable
(other than amounts payable in respect of Financial Indebtedness
and Tax);





 




(ii)  

accrued
expenses;





 




(iii)  

other accrued
current liabilities (including unearned revenue);
and





 




(iv)  

accrued provisions
(excluding any non-current/long-term liabilities or provisions,
management equity plan provisions, hedge balances, long service
leave provisions, environmental liabilities, and
Tax),





 

 all as determined
in a manner consistent with the most recent consolidated financial
statements of the Group.

 




1.2  

Construction








(a)  

Unless a contrary
indication appears, any reference in this Agreement
to:





 




(i)  

the "Agent", the "Security Trustee", the "Arranger", any "Finance Party", any "Hedge Counterparty", any "Lender", any "Obligor" or any "Party" shall be construed so as to
include its executors, administrators, successors, substitutes
(including by novation) and assigns to, or of, its rights and/or
obligations under the Finance Documents;





 




(ii)  

"assets" includes present and future
properties, revenues and rights of every
description;





 




(iii)  

a "Finance Document" or any other agreement
or instrument is a reference to that Finance Document or other
agreement or instrument as amended, novated, supplemented, extended
or restated;





 




(iv)  

a "group of Lenders" includes all the
Lenders;





 




(v)  

"guarantee" means (other than in Clause
18 (Guarantee))  (A) any guarantee,
letter of credit, bond, indemnity or similar assurance against
loss, or  (B)
any obligation, direct or indirect, actual or contingent, to
purchase or assume any indebtedness of any person or to make an
investment in or loan to any person or to purchase assets of any
person where, in each case, such obligation is assumed in order to
maintain or assist the ability of such person to meet its
indebtedness;





 




(vi)  

"indebtedness" includes any obligation
(whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or
contingent;





 




(vii)  

a
“derivative
transaction” includes, without limitation, any
forward, swap, future, option or other derivative in respect of one
or more rates, currencies, commodities, equity securities or other
equity instruments, debt securities or other debt instruments,
economic indices or measures of economic risk or value or other
benchmarks against which payments or deliveries are to be made, or
any combination of these transactions;





 




(viii)  

a "person" or "entity" includes any individual, firm,
company, corporation, government, state or agency of a state or any
association, trust, joint venture, consortium or partnership or
other entity (whether or not having separate legal personality) or
two or more of them and any reference to a particular person or
entity (as so defined) includes a reference to that person's or
entity's executors, administrators, successors, substitutes
(including by novation) and assigns;





 




(ix)  

a "regulation" includes any regulation,
rule, official directive, request or guideline (whether or not
having the force of law) of any governmental, intergovernmental or
supranational body, agency, department or of any regulatory,
self-regulatory or other authority or organisation and if not
having the force of law, with which responsible entities in the
position of the relevant Party would normally
comply;





 




(x)  

a provision of law
or a regulation is a reference to that provision as amended or
re-enacted;





 




(xi)  

a time of day is a
reference to Sydney time; and





 




(xii)  

the words
"including", "for example" or "such as" when introducing an example do
not limit the meaning of the words to which the example relates to
that example or examples of a similar kind.





 




(b)  

The determination
of the extent to which a rate is "for a period equal in length" to an
Interest Period shall disregard any inconsistency arising from the
last day of that Interest Period being determined pursuant to the
terms of this Agreement.





 




(c)  

Section, Clause and
Schedule headings are for ease of reference
only.





 




(d)  

Unless a contrary
indication appears, a term used in any other Finance Document or in
any notice given under or in connection with any Finance Document
has the same meaning in that Finance Document or notice as in this
Agreement.





 




(e)  

A Default is
"continuing" if it has not
been remedied or waived in writing by the Agent (acting on the
instructions of the Majority Lenders).





 




(f)  

Unless a contrary
indication appears, in the Finance Documents, the singular includes
the plural and vice versa.





 




(g)  

The Arranger is a
party to this Agreement solely to receive the benefit of various
acknowledgements.  Future amendments, consents or waivers
under this Agreement will not require the Arranger (in that
capacity) to execute any document or do any other action unless
such amendments, consents or waivers affect the Arranger in its
capacity as such.





 




1.3  

Currency
symbols and definitions





"A$", "AUD" and "Australian dollars" denote the lawful
currency of Australia and "New
Zealand dollars" denotes the lawful currency of New
Zealand.

 




1.4  

Code
of Banking Practice





The Parties agree
that the Code of Banking Practice does not apply to the Finance
Documents and the transactions under them.

 




1.5  

Changes
in Australian Accounting Standards








(a)  

If solely as a
result of compliance with the International Financial Reporting
Standards (“IFRS”) or a change in Accounting
Standards, the Borrowers do not comply with the financial covenants
set out in Clause 21 (Financial
covenants), or if those financial covenants are no longer
appropriate, the Company and the Agent will negotiate in good faith
to make amendments to those financial covenants which take into
account the changes to the accounts of the Group resulting from
IFRS or the change.  Prior to reaching agreement, the
financial covenants will be tested on the same basis as tested
prior to the introduction of IFRS or the change in Accounting
Standards.





 




(b)  

The parties agree
that all covenants in this Agreement have been drafted with the
intention that the Group Members comply with those covenants based
on International Accounting Standard (IAS) 17 (as at the date of
this Agreement).  Unless otherwise agreed in writing
between the Company and the Agent, any subsequent revision,
amendment, restatement or replacement of IAS 17 which changes, or
eliminates, the distinction between operating leases and finance
leases does not apply to this Agreement.





 




1.6  

Limitation
on liability of trustee Lenders





Any limitation of
liability conforming to the requirements of Schedule 4
(Form of Transfer
Certificate) contained in a Transfer Certificate or in an
Assignment Agreement signed by a Lender which is a trustee of a
fund will apply in respect of that Lender as if incorporated in
this Agreement.

 




1.7  

Obligors’
agent








(a)  

All communications
and notices under the Finance Documents to and from the Obligors
may be given to or by the Company and each Obligor irrevocably
authorises each Finance Party to give those communications to the
Company.





 




(b)  

Each Obligor (other
than the Company) irrevocably appoints the Company to act on its
behalf as its agent in connection with the Finance Documents and
irrevocably authorises the Company on its behalf
to:





 




(i)  

supply all
information relating to itself as contemplated by any Finance
Document to any Finance Party;





 




(ii)  

give and receive
all communications and notices (including any Utilisation Request)
and instructions under the Finance Documents;
and





 




(iii)  

agree and sign all
documents under or in connection with the Finance Documents
(including any amendment, novation, supplement, extension or
restatement of or to any Finance Document) without further
reference to, or the consent of, that Obligor.





 




(c)  

An Obligor shall be
bound by any act of the Company under this Clause 1.7 (Obligors' agent) irrespective of
whether the Obligor knew about it or whether it occurred before the
Obligor became an Obligor under any Finance
Document.





 




(d)  

To the extent that
there is any conflict between any communication or notice by the
Company on behalf of an Obligor and any other Obligor, those of the
Company shall prevail.





 




1.8  

No
double counting





Calculations of
financial covenants and financial and accounting concepts or
definitions used in those calculations shall be made or used
without double counting.

 




1.9  

Security
Trustee Limitation of Liability





Clause
[#6 (Liability of Security
Trustee)#] of the Security Trust Deed applies to this
Agreement as if set out in full (but as if all references in that
Clause to "this deed" were references to "this
Agreement").

 

 

 

 




	
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21-40575365






 

 

 



 


 





 




(a)  


 





 

SECTION
2

THE
FACILITIES

 

 




2.  

THE
FACILITIES





 




2.1  

The
Facilities





Subject to the
terms of this Agreement, the Lenders make available to the
Borrowers:

 




(a)  

a single draw
amortising term loan facility in an aggregate amount equal to the
Total Facility A Commitments; and





 




(b)  

a single draw
bullet loan facility in an aggregate amount equal to the Total
Facility B Commitments; and





 




(c)  

a revolving working
capital facility in an aggregate amount equal to the Total Facility
C Commitments.





 




2.2  

Finance
Parties' rights and obligations








(a)  

The obligations of
each Finance Party under the Finance Documents are
several.  Failure by a Finance Party to perform its
obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance
Documents.  No Finance Party is responsible for the
obligations of any other Finance Party under the Finance
Documents.





 




(b)  

The rights of each
Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the
Finance Documents to a Finance Party from an Obligor is a separate
and independent debt in respect of which a Finance Party shall be
entitled to enforce its rights in accordance with paragraph (c)
below.  The rights of each Finance Party include any debt
owing to that Finance Party under the Finance Documents and for the
avoidance of doubt, any part of a Loan or any other amount owed by
an Obligor which relates to a Finance Party's participation in a
Facility or its role under a Finance Document (including any such
amount payable to the Agent on its behalf) is a debt owing to that
Finance Party by that Obligor.





 




(c)  

A Finance Party
may, except as specifically provided in the Finance Documents,
separately enforce its rights under or in connection with the
Finance Documents.





 

 




3.  

PURPOSE





 




3.1  

Purpose








(a)  

Each Borrower shall
apply all amounts borrowed by it under Facility A and Facility B
towards refinancing existing Financial Indebtedness of the Obligors
and to pay related fees and other expenses in connection with the
refinancing.





 




(b)  

Each Borrower shall
apply all amounts borrowed by it under Facility C towards financing
working capital, Capital Expenditure and general corporate purposes
of the Group.





 




3.2  

Monitoring





No Finance Party is
bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.

 

 




4.  

CONDITIONS
OF UTILISATION





 




4.1  

Initial
conditions precedent





No Borrower may
deliver a Utilisation Request unless the Agent has received all of
the documents and other evidence listed in Part I of Schedule 2
(Conditions precedent) in
form and substance satisfactory to the Agent acting on the
instructions of all Lenders.  The Agent shall notify the
Company and the Lenders promptly upon being so
satisfied.

 




4.2  

Further
conditions precedent





The Lenders will
only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date
of the Utilisation Request and on the proposed Utilisation
Date:

 




(a)  

in the case of a
Rollover Loan, no Event of Default or Review Event is continuing or
would result from the proposed Loan and, in the case of any other
Loan, no Default or Review Event is continuing or would result from
the proposed Loan; and





 




(b)  

the Repeating
Representations to be made by each Obligor are true in all material
respects and not misleading.





 




4.3  

Maximum
number of Utilisations





A Borrower may not
deliver a Utilisation Request if as a result of the proposed
Utilisation:

 




(a)  

more than one
Facility A Loan would be outstanding;





 




(b)  

more than one
Facility B Loan would be outstanding; or





 




(c)  

10 or more Facility
C Loans would be outstanding.





 

 




	
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SECTION
3

UTILISATION

 

 




5.  

UTILISATION





 




5.1  

Delivery
of a Utilisation Request





A Borrower may
utilise a Facility by delivery to the Agent of a duly completed
Utilisation Request not later than not later than 11.00a.m. (Sydney
time) on the fifth Business Day (or such later time as agreed by
the Agent) prior the proposed Utilisation Date.

 




5.2  

Completion
of a Utilisation Request








(a)  

Each Utilisation
Request is irrevocable and will not be regarded as having been duly
completed unless:





 




(i)  

it identifies the
Facility to be utilised;





 




(i)  

it identifies the
Borrower;





 




(ii)  

the proposed
Utilisation Date is a Business Day within the Availability Period
applicable to that Facility; and





 




(iii)  

the currency and
amount of the Utilisation comply with Clause 5.3 (Currency and
amount).





 




(b)  

Only one Loan may
be requested in each Utilisation Request.





 




5.3  

Currency
and amount








(a)  

The currency
specified in a Utilisation Request must be:





 




(i)  

in relation to
Facility A or Facility B, the Base Currency; or





 




(ii)  

in relation to
Facility C, the Base Currency or New Zealand
dollars.





 


[Note: Facility mechanics
to be amended prior to execution to allow for drawing of NZD under
Facility A and/or Facility B by the NZ Borrower, including a
provision providing for the testing of the Base Currency Amount of
all Utilisations against the Facility Limit and repayment down to
the Facility Limit if exceeded]

 




(b)  

The amount of the
proposed Loan must be an amount whose Base Currency Amount is not
more than the Available Facility and must be:





 




(i)  

for Facility A, a
minimum of A$20,000,000;





 




(ii)  

for Facility B, a
minimum of A$85,000,000; or





 




(iii)  

for Facility C, a
minimum of A$1,000,000 or, if less, the Available
Facility.





 




5.4  

Lenders'
participation








(a)  

If the conditions
set out in this Agreement have been met, and subject to Clause
6.3(b) (Repayment of Facility C
Loans), each Lender shall make its participation in each
Loan available by the Utilisation Date through its Facility
Office.





 




(b)  

The amount of each
Lender's participation in each Loan will be equal to the proportion
borne by its Available Commitment to the Available Facility
immediately prior to making the Loan.





 




(c)  

The Agent shall
determine the Base Currency Amount of each Facility C Loan which is
to be made in New Zealand dollars and shall notify each Lender of
the amount, currency and the Base Currency Amount of each Facility
C Loan, the amount of its participation in that Facility C Loan
and, if different, the amount of that participation to be made
available in accordance with Clause 30.1 (Payments to the Agent), by no later
than 11.00a.m. (Sydney time) on the Business Day prior the proposed
Utilisation Date.





 




5.5  

Cancellation
of Commitment








(a)  

The Facility A
Commitments which, at that time, are unutilised shall be
immediately cancelled at the end of the Availability Period for
Facility A.





 




(b)  

The Facility B
Commitments which, at that time, are unutilised shall be
immediately cancelled at the end of the Availability Period for
Facility B.





 




(c)  

The Facility C
Commitments which, at that time, are unutilised shall be
immediately cancelled at the end of the Availability Period for
Facility C.





 

 




	
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SECTION
4

REPAYMENT,
PREPAYMENT AND CANCELLATION

 

 




6.  

REPAYMENT





 




6.1  

Repayment
of Facility A Loans








(a)  

Each Borrower which
has drawn a Facility A Loan shall repay it in full on the Maturity
Date.





 




(b)  

On each Facility A
Repayment Date, the Borrowers which have drawn Facility A Loans
shall repay an aggregate amount of outstanding Facility A Loans
equal to the Facility A Repayment Instalment.





 




(c)  

The Total Facility
A Commitments shall reduce on each Facility A Repayment Date by the
amount of the relevant Facility A Repayment
Instalment.  When the Total Facility A Commitments
reduce, each Lender’s Facility A Commitment shall reduce
rateably.





 




(d)  

No Borrower may
reborrow any part of Facility A which is
repaid.





 




6.2  

Repayment
of Facility B Loans








(a)  

Each Borrower which
has drawn a Facility B Loan shall repay it in full on the Maturity
Date.





 




(b)  

No Borrower may
reborrow any part of Facility B which is
repaid.





 




6.3  

Repayment
of Facility C Loans








(a)  

Each Borrower which
has drawn a Facility C Loan shall repay that Loan on the last day
of its Interest Period.





 




(b)  

Without prejudice
to each Borrower's obligation under paragraph (a) above,
if:





 




(i)  

one or more
Facility C Loans are to be made available to a
Borrower:





 




(A)  

on the same day
that a maturing Facility C Loan is due to be repaid by that
Borrower;





 




(B)  

in the same
currency as the maturing Facility C Loan; and





 




(C)  

in whole or in part
for the purpose of refinancing the maturing Facility C Loan;
and





 




(ii)  

the proportion
borne by each Lender's participation in the maturing Facility C
Loan to the amount of that maturing Facility C Loan is the same as
the proportion borne by that Lender's participation in the new
Facility C Loans to the aggregate amount of those new Facility C
Loans,





 

the aggregate
amount of the new Facility C Loans shall, unless the Company
notifies the Agent to the contrary in the relevant Utilisation
Request, be treated as if applied in or towards repayment of the
maturing Facility C Loan so that:

 




(A)  

if the amount of
the maturing Facility C Loan exceeds the aggregate amount of the
new Facility C Loans:





 




(A)  

the relevant
Borrower will only be required to make a payment under Clause 30.1
(Payments to the Agent) in
an amount in the relevant currency equal to that excess;
and





 




(B)  

each Lender's
participation in the new Facility C Loans shall be treated as
having been made available and applied by the Borrower in or
towards repayment of that Lender's participation in the maturing
Facility C Loan and that Lender will not be required to make a
payment under Clause 30.1 (Payments to the Agent) in respect of
its participation in the new Facility C Loans;
and





 




(B)  

if the amount of
the maturing Facility C Loan is equal to or less than the aggregate
amount of the new Facility C Loans:





 




(A)  

the relevant
Borrower will not be required to make a payment under Clause 30.1
(Payments to the Agent);
and





 




(B)  

each Lender will be
required to make a payment under Clause 30.1 (Payments to the Agent) in respect of
its participation in the new Facility C Loans only to the extent
that its participation in the new Facility C Loans exceeds that
Lender's participation in the maturing Facility C Loan and the
remainder of that Lender's participation in the new Facility C
Loans shall be treated as having been made available and applied by
the Borrower in or towards repayment of that Lender's participation
in the maturing Facility C Loan.





 




(c)  

Unless a contrary
indication appears in this Agreement, a Borrower may reborrow any
part of Facility C which is repaid.





 




6.4  

Term
out of Defaulting Finance Party's Facility B
Loans








(a)  

When a Lender
becomes a Defaulting Finance Party, the participation of the Lender
in the Facility C Loans then outstanding denominated in any
currency will be treated as a separate Facility C Loan denominated
in that currency and the maturity date of that Loan will be
automatically extended to the Maturity Date.





 




(b)  

A Borrower may
prepay any such Loan if it gives at least 5 Business Days' prior
notice to the Agent, who shall promptly notify the relevant
Defaulting Finance Party.





 




(c)  

Interest in respect
of any such Loan will accrue for successive Interest Periods
selected by the Borrower by the time and date specified by the
Agent (acting reasonably) and will be payable on the last day of
each such Interest Period.





 

 

 

 




7.  

PREPAYMENT
AND CANCELLATION





 




7.1  

Illegality





If, in any
applicable jurisdiction, it becomes unlawful (or impossible as a
result of a change in law or regulation) for any Lender (or an
Affiliate of that Lender) to perform any of its obligations as
contemplated by this Agreement or to fund or maintain its
participation in any Loan:

 




(a)  

that Lender shall
promptly notify the Agent upon becoming aware of that
event;





 




(b)  

upon the Agent
notifying the Company, each Available Commitment of that Lender
will be immediately cancelled; and





 




(c)  

to the extent that
the Lender's participation has not been transferred pursuant to
paragraph (d) of Clause 7.5 (Right
of replacement or repayment and cancellation in relation to a
single Lender), each Borrower shall repay that Lender's
participation in the Loans made to that Borrower on the last day of
the Interest Period for each Loan occurring after the Agent has
notified the Company or, if earlier, the date specified by the
Lender in the notice delivered to the Agent (being no earlier than
the last day of any applicable grace period permitted by law) and
that Lender's corresponding Commitment(s) shall be cancelled in the
amount of the participations repaid.





 




7.2  

Review
Event








 

If a Review Event
occurs:





 




(a)  

the Company shall
promptly notify the Agent upon becoming aware of that
event;





 




(b)  

a Lender shall not
be obliged to fund any further Loan (except for a Rollover Loan)
while the Review Event is continuing;





 




(c)  

the Company and the
Agent must consult in good faith for 30 days (or such longer period
as the Agent (acting on the instructions of the Majority Lenders)
may agree) (the “Standstill
Period”) in relation to the Review Event and seek to
reach agreement on how to remedy or overcome the effects of the
consequences of the Review Event, including (but not limited to) a
restructure of the terms of the Facilities to the satisfaction of
the Majority Lenders; and





 




(d)  

if upon the expiry
of the Standstill Period the Company and the Agent have not reached
agreement on how to remedy or overcome the effects of the
consequences of the Review Event, if the Majority Lenders so
require, the Agent shall, by not less than 60 days’ notice to
the Company, cancel the Total Commitments and declare all
outstanding Loans, together with accrued interest, and all other
amounts accrued under the Finance Documents immediately due and
payable, whereupon the Total Commitments will be cancelled and all
such outstanding Loans and amounts will become immediately due and
payable.





 




7.3  

Voluntary
cancellation





The Company may, if
it gives the Agent not less than 5 Business Days' (or such shorter
period as the Agent and Majority Lenders may agree) prior notice,
cancel the whole or any part (being a minimum amount of
A$1,000,000) of an Available Facility.  Any cancellation
under this Clause 7.3 shall reduce the Commitments of the Lenders
rateably under that Facility.

 




7.4  

Voluntary
prepayment








(a)  

A Borrower to which
a Loan has been made may, if it gives the Agent not less than 5
Business Days' (or such shorter period as the Agent and Majority
Lenders may agree) prior notice, prepay the whole or any part of
any Loan (but, if in part, being an amount that reduces the Base
Currency Amount of the Loan by a minimum amount of
A$1,000,000).





 




(b)  

Any prepayment of a
Facility A Loan made under this Clause 7.4 shall be applied to
reduce the remaining Facility A Repayment Instalments on a pro rata
basis.





 




7.5  

Right
of replacement or repayment and cancellation in relation to a
single Lender








(a)  

If:





 




(i)  

any sum payable to
any Lender by an Obligor is required to be increased under Clause
13.2(c) (Tax gross-up);
or





 




(ii)  

any Lender claims
any sum from the Company under Clause 13.3 (Tax indemnity) or Clause 14.1
(Increased
costs),





 

the Company may,
whilst the circumstance giving rise to the requirement for that
increase or claim continues, give the Agent notice of cancellation
of the Commitment of that Lender and its intention to procure the
repayment of that Lender's participation in the Loans or give the
Agent notice of its intention to replace that Lender in accordance
with paragraph (d) below.

 




(b)  

On receipt of a
notice of cancellation referred to in paragraph (a) above in
relation to a Lender, the Commitment of that Lender shall
immediately be reduced to zero.





 




(c)  

On the last day of
each Interest Period which ends after the Company has given notice
of cancellation under paragraph (a) above (or, if earlier, the date
specified by the Company in that notice), each Borrower to which a
Loan is outstanding shall repay that Lender's participation in that
Loan.





 




(d)  

If:





 




(i)  

any of the
circumstances set out in paragraph (a) above apply to a Lender;
or





 




(ii)  

an Obligor becomes
obliged to pay any amount in accordance with Clause 7.1
(Illegality) to any
Lender,





 

the Company may, on
10 Business Days' prior notice to the Agent and that Lender,
replace that Lender by requiring that Lender to (and, to the extent
permitted by law, that Lender shall) transfer pursuant to Clause 24
(Changes to the Lenders)
all (and not part only) of its rights and obligations under the
Finance Documents (including in relation to any hedging between
that Lender (or its Affiliate, if applicable) and an Obligor) to a
Lender or another bank, or financial institution, or to a trust,
fund or other entity which is regularly engaged in or established
for the purpose of making, purchasing or investing in loans,
securities or other financial assets (including credit derivatives)
in any such case selected by the Company which confirms its
willingness to assume and does assume all the obligations of the
transferring Lender (and Affiliate) in accordance with Clause 24
(Changes to the Lenders)
(or, in the case of any hedging, in accordance with such documents
as the transferring Lender, Replacement Lender and Company may
agree (each acting reasonably)) for a purchase price in cash
payable at the time of the transfer in an amount equal to the
outstanding principal amount of such Lender's participation in the
outstanding Loans and all accrued interest, Break Costs and other
amounts payable in relation thereto under the Finance Documents
(and in respect of any hedging as certified by the transferring
Lender and as calculated in accordance with the relevant Hedging
Agreement).

 




(e)  

The replacement of
a Lender pursuant to paragraph (d) above shall be subject to the
following conditions:





 




(i)  

the Company shall
have no right to replace the Agent or the Security
Trustee;





 




(ii)  

neither the Agent
nor any Lender shall have any obligation to find a replacement
Lender;





 




(iii)  

in no event shall
the Lender replaced under paragraph (d) above be required to pay or
surrender any of the fees received by such Lender pursuant to the
Finance Documents; and





 




(iv)  

the Lender shall
only be obliged to transfer its rights and obligations pursuant to
paragraph (d) above once it is satisfied that it has complied with
all necessary "know your customer" or other similar checks under
all applicable laws and regulations in relation to that
transfer.





 




(f)  

A Lender shall
perform the checks described in paragraph (e)(iv) above as soon as
reasonably practicable following delivery of a notice referred to
in paragraph (d) above and shall notify the Agent and the Company
when it is satisfied that it has complied with those
checks.





 




7.6  

Right
of cancellation in relation to a Defaulting Finance
Party








(a)  

The Company may
give the Agent 10 Business Days' notice of cancellation of each
Available Commitment of a Lender that is, and continues to be, a
Defaulting Finance Party.





 




(b)  

On the notice
becoming effective, each Available Commitment of the Defaulting
Finance Party will reduce to zero.





 




(c)  

The Agent shall
notify all the Lenders as soon as practicable after receiving the
notice.





 




7.7  

Restrictions








(a)  

Any notice of
cancellation, prepayment or other election given by any Party under
this Clause 7, shall be irrevocable and, unless a contrary
indication appears in this Agreement, shall specify the date or
dates upon which the relevant cancellation or prepayment is to be
made and the amount of that cancellation or
prepayment.





 




(b)  

Any prepayment
under this Agreement shall be made together with accrued interest
on the amount prepaid and, subject to any Break Costs, without
premium or penalty.





 




(c)  

No Borrower may
reborrow any part of Facility A or Facility B which is prepaid or
repaid.





 




(d)  

Unless a contrary
indication appears in this Agreement, any part of Facility C which
is prepaid or repaid may be reborrowed in accordance with the terms
of this Agreement.





 




(e)  

The Borrowers shall
not repay or prepay all or any part of the Loans or cancel all or
any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement.





 




(f)  

No amount of the
Total Commitments cancelled under this Agreement may be
subsequently reinstated.





 




(g)  

If the Agent
receives a notice under this Clause 7 it shall promptly forward a
copy of that notice to either the Company or the affected Lender,
as appropriate.





 




(h)  

If all or part of
any Lender's participation in a Loan under a Facility is repaid or
prepaid and is not available for redrawing (other than by operation
of Clause 4.2 (Further conditions
precedent)), an amount of the Lender's Commitment (equal to
the Base Currency Amount of the amount of the participation which
is repaid or prepaid) in respect of that Facility will be deemed to
be cancelled on the date of repayment or
prepayment.





 




7.8  

Application
of prepayments








(a)  

If the Borrower
repays or prepays the whole or any part of a Loan, the amount
repaid or prepaid shall be applied rateably among the
participations of all Lenders (except in the case of a repayment
under Clause 7.1 (Illegality) or Clause 7.5 (Right of repayment and cancellation in
relation to a single Lender) which shall be applied against
the participation of the affected Lender only).





 




(b)  

Amounts prepaid
under Clause 7.4 (Voluntary
Prepayment) may be applied against the Facilities in any
manner elected by the Company provided the funds used to make the
voluntary prepayment would not otherwise be required to make any
mandatory prepayment or Facility A Repayment
Instalment.





 

 




8.  

MANDATORY
PREPAYMENT





 




8.1  

Mandatory
Prepayment Events





Upon the occurrence
of a Disposal of all or substantially all of the assets of the
Group (whether in a single transaction or a series of related
transactions), the Facilities will be immediately cancelled and all
outstanding Loans together with accrued interest, and all other
amounts accrued under the Finance Documents, shall become
immediately due and payable.

 




(a)  

The Borrowers must,
within 10 Business Days of receipt by any Obligor, apply the
following amounts to prepay Loans under the
Facilities:





 




(i)  

(asset disposals) 100% of the proceeds
(after deducting all Tax incurred or reserved for in respect of the
disposal and all other reasonable costs and expenses associated
with the disposal properly incurred by any Obligor to persons who
are not Group Members) from any Disposal of an asset of any
Obligor, excluding:





 




(A)  

any proceeds in
excess of A$7,500,000 from the Disposal of the Idle Camp
Accommodation Units  provided that no Default or Review
Event is continuing.  If a Default or Review Event is
continuing all proceeds generated from the Idle Camp Accommodation
Units must be applied to prepay the Facilities in accordance with
this Clause 8.1(a)(i); and





 




(B)  

any proceeds from
the Disposal of shipping containers in the ordinary course of the
Core Business on arm’s length terms;





 




(ii)  

(Insurance proceeds) out of the net cash
proceeds received by any Obligor from any insurance claim (other
than public liability, personal injury, directors’ and
officers’ liability, other third party liability and workers
compensation insurance, any business interruption element or
amounts which the relevant insurance policy requires to be applied
to reinstate or replace assets in respect of which those moneys
were received) (after deducting all Tax incurred or reserved for in
respect of the claim and all other reasonable costs and expenses
associated with the claim incurred by any Obligor to persons who
are not Group Members), provided such net cash proceeds are in
excess of A$1,000,000 (or its equivalent in another currency or
currencies) in aggregate for the Group in any Financial Year, and
only to the extent that such proceeds are not within a period of 12
months of receipt applied or committed to be applied to
reinstatement or replacement of, or reinvestment in, assets in
respect of which those moneys were received or meeting liabilities
in respect of which those moneys were received, and, if so
committed, applied within 18 months of receipt;
and





 




(iii)  

 (Warranty Claims) out of  any
Warranty Proceeds, provided such proceeds are in excess of
A$500,000 (or its equivalent in another currency or currencies) in
aggregate, only to the extent that such proceeds are not within 12
months of receipt applied or committed to be applied in rectifying
the problem the subject of the claim, replacing assets or meeting
liabilities (including payment of Tax) in respect of which the
relevant claim was made and, if so committed, not applied within 18
months of receipt.





 

Any net proceeds
not required to be applied in prepayment shall be available for use
by the Obligors for purposes not prohibited by the Finance
Documents.

 




8.2  

Excess
Cashflow Sweep








(a)  

For the Financial
Year ending 30 June 2018 and for each Financial Year thereafter,
the Borrowers must prepay in accordance with paragraph (b) an
amount equal to the percentage of Excess Cashflow set out below
corresponding to the Net Leverage Ratio set out in the annual
Compliance Certificate referable to the Financial Year end (but
taking into account any voluntary prepayments, other than with
respect to Facility C, and mandatory prepayments, other than under
this Excess Cashflow sweep, since the end of that Financial Year)
as set out below:





 


	
Net
Leverage Ratio

(Net
Debt/EBITDA)

	
%
of Excess Cashflow


	
NLR > 3.0
x

	
100%


	
2.5
x  <
NLR  ≤  3.0

	
75%


	
2.0 x < NLR
≤ 2.5x

	
50%


	
1.5 < NLR
≤ 2.0x

	
25%


	
NLR ≤
1.5x

	
0%






 

 




(b)  

Excess Cashflow
will be calculated on the basis of the annual audited financial
statements of the Group delivered under Clause 20.1(a)
(Financial
statements).  Prepayment must be made within 30
days after delivery of such reports.





 




8.3  

Application
of Mandatory Prepayments








(a)  

Amounts mandatorily
prepaid under Clause 8 (Mandatory
Prepayment) must be applied:





 




(i)  

first, to repay
Facility A Loans, by application pro-rata against all future
Facility A Repayment Instalments;





 




(ii)  

secondly, if
Facility A has been fully repaid, in reduction of Facility B Loans;
and





 




(iii)  

then, if Facility A
and Facility B have been fully repaid, in reduction of Facility C
Loans.  A repayment against a Facility C Loans cancels
the respective portion of Facility C that has been prepaid and
cannot be redrawn.





 




(b)  

All mandatory
prepayments (except under Clauses 8.1 (Mandatory Prepayment Events)) will,
subject to paragraph (c) below, be made on the last day of the
Interest Period relating to the Loan to be prepaid (so as not to
break an Interest Period).  Pending such prepayment,
amounts required to be prepaid must be paid to and held in the
Interest Prepayment Account.  Any money so held in the
Interest Prepayment Account which is required to be prepaid must be
applied in prepayment on the last day of the Interest Period
relating to the Loan to be prepaid.  If an Event of
Default subsists, the Security Trustee may direct the Company as to
the application of any money held in the Interest Prepayment
Account (or exercise its rights under the Account Bank
Deed).





 




(c)  

The Borrower may
request the Agent to immediately apply any mandatory prepayment
towards prepayment of the Loans (and not pay and hold such amount
in the Interest Prepayment Account until the last day of the
relevant Interest Period).  If it does
so:





 




(i)  

paragraph (b) above
will not apply; and





 




(ii)  

without limiting
any other provision of this Agreement, Clauses 7.7(b) and 11.6 will
apply.





 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
5

COSTS
OF UTILISATION

 

 




9.  

INTEREST





 




9.1  

Interest





The rate of
interest on each Loan for each Interest Period is the Interest
Rate.

 




9.2  

Payment
of interest





The Borrower to
which a Loan has been made shall pay accrued interest on that Loan
on the last day of each Interest Period.

 




9.3  

Notification
of rates of interest








(a)  

The Agent shall
promptly notify the relevant Lenders and the relevant Borrower of
the determination of a rate of interest under this
Agreement.





 




(b)  

The Agent shall
promptly notify the relevant Borrower of each Funding Rate relating
to a Loan.





 

 




10.  

INTEREST
PERIODS





 




10.1  

Selection
of Interest Periods








(a)  

Each Interest
Period for a Loan will be three Months.





 




(b)  

An Interest Period
for a Loan shall not extend beyond the Maturity
Date.





 




(c)  

Each Interest
Period for a Facility A Loan or a Facility B Loan shall start on
the Utilisation Date or (if already made) on the last day of its
preceding Interest Period.





 




(d)  

A Facility C Loan
has one Interest Period only and shall start on the Utilisation
Date.





 




10.2  

Non-Business
Days





If an Interest
Period would otherwise end on a day which is not a Business Day,
that Interest Period will instead end on the next Business Day in
that calendar month (if there is one) or the preceding Business Day
(if there is not).

 

 




11.  

CHANGES
TO THE CALCULATION OF INTEREST





 




11.1  

Unavailability
of Screen Rate








(a)  

Interpolated Screen Rate: If no Screen
Rate is available for BBSY Bid or BKBM, as applicable, for the
Interest Period of a Loan, the applicable BBSY Bid or BKBM shall be
the Interpolated Screen Rate for a period equal in length to the
Interest Period of that Loan, except where the Interest Period is
less than the shortest period published for BBSY Bid or BKBM, as
applicable, in which case it will be BBSY Bid or BKBM for the
shortest period published for BBSY Bid or BKBM.





 




(b)  

Reference Bank Rate:  If no
Screen Rate is available for BBSY Bid or BKBM, as applicable, for
the Interest Period of a Loan and it is not possible to calculate
the Interpolated Screen Rate or other rate under paragraph (a)
above, the applicable BBSY Bid or BKBM shall be the Reference Bank
Rate at or about 11.00a.m. (in the relevant place) on the Quotation
Day for the currency of that Loan and for a period equal in length
to the Interest Period of that Loan.





 




(c)  

Cost of Funds: If paragraph (b) above
applies but no Reference Bank Rate is available for the relevant
currency and Interest Period, there shall be no BBSY Bid or BKBM,
as applicable, for that Loan and Clause 11.4 (Cost of funds) shall apply to that Loan
for that Interest Period.





 




11.2  

Calculation
of Reference Bank Rate








(a)  

Subject to
paragraph (b) below, if BBSY Bid or BKBM, as applicable, is to be
determined on the basis of a Reference Bank Rate but a Reference
Bank does not supply a quotation by 12.00 noon (in the relevant
place) on the Quotation Day, the Reference Bank Rate shall be
calculated on the basis of the quotations of the remaining
Reference Banks.





 




(b)  

If at or about
12.00 noon (in the relevant place) on the Quotation Day none or
only one of the Reference Banks supplies a quotation, there shall
be no Reference Bank Rate for that Interest
Period.





 




11.3  

Market
disruption





If before 5.00p.m.
(Sydney time) on the second Business Day after the Quotation Day
for the relevant Interest Period, the Agent receives notifications
from a Lender or Lenders (whose participations in a Loan exceed 30
per cent. of that Loan) that as a result of market circumstances
not limited to it (whether or not those circumstances, or their
effect on the Lender’s cost of funds, subsist on the date it
becomes a Lender), the cost to it of funding its participation in
that Loan (from whatever source it may reasonably select) would be
in excess of BBSY Bid or BKBM, as applicable (in which case an
"Affected Lender" will be a
Lender which gives such a notification), then Clause 11.4
(Cost of funds) shall apply
to the participation in the Loan of each Affected Lender for the
relevant Interest Period.

 




11.4  

Cost
of funds








(a)  

If this Clause 11.4
applies, the rate of interest on each relevant Lender's share of
the relevant Loan for the relevant Interest Period shall be the
percentage rate per annum which is the sum of:





 




(i)  

the Margin;
and





 




(ii)  


 





 




(A)  

in the
circumstances described in Clause 11.3 (Market disruption), the rate notified
to the Agent by the relevant Affected Lender;
and





 




(B)  

in the
circumstances described in Clause 11.1 (Unavailability of Screen Rate), the
weighted average of the rates notified to the Agent by each
relevant Lender,





 

to be that which
expresses as a percentage rate per annum, the cost to the Lender of
funding its participation in that Loan from whatever source it may
reasonably select.  That rate is to be notified as soon
as practicable and in any event before interest is due to be paid
in respect of that Interest Period; and

 




(iii)  

the rate applicable
under paragraph (c) of the definition of Interest Rate at that time
(if any).





 




(b)  

If this Clause 11.4
applies and the Agent (acting on the instructions of all Lenders)
or the Company so requires, the Agent and the Company shall enter
into negotiations (for a period of not more than 30 days) with a
view to agreeing a substitute basis for determining the rate of
interest.





 




(c)  

Any alternative
basis agreed pursuant to paragraph (b) above shall, with the prior
consent of all the Lenders and the Company, be binding on all
Parties.





 




(d)  

If this Clause 11.4
applies, but any Lender does not supply a quotation by the time
specified in paragraph (a)(ii)(B) above, the rate of interest for
that Lender shall be calculated on the basis of the quotations of
the remaining Lenders.





 




11.5  

Agent's
role and confidentiality








(a)  

The Agent shall
promptly notify the Company if there is a market disruption event
under Clause 11.3 (Market
disruption) and of the identity of any Lender or Lenders
giving a notice under that Clause.





 




(b)  

A Lender who gives
a notification under Clause 11.3 (Market disruption) at any time before
5.00p.m. (Sydney time) on the Business Day after the relevant
Quotation Day may in that notification request the Agent to notify
each other Lender that it has received a notification under Clause
11.3 (Market disruption)
(without giving details) and the Agent shall promptly comply with
the request.





 




11.6  

Break
Costs








(a)  

Each Borrower
shall, within three Business Days of demand by a Finance Party, pay
to that Finance Party its Break Costs attributable to all or any
part of a Loan being paid by that Borrower on a day other than the
last day of an Interest Period for that Loan.





 




(b)  

Each Lender shall,
as soon as reasonably practicable after a demand by the Agent,
provide a certificate confirming the amount of its Break Costs for
any Interest Period in which they accrue.





 




11.7  

Margin
Adjustments by reference to the Net Leverage
Ratio








(a)  

The Net Leverage
Ratio will be tested pursuant to Clause 21 (Financial
Covenants).





 




(b)  

Subject to
paragraph (c) below, any Margin adjustment will take effect on the
first day of the Interest Period commencing after receipt by the
Agent of the relevant Compliance Certificate.





 




(c)  

No Margin reduction
shall take effect before the date the first Compliance Certificate
is delivered.





 




(d)  

If there is a
reduction in the Margin on the basis of quarterly financial
statements and, when delivered, the annual audited consolidated
financial statements of the Group do not justify that reduction,
the reduction in Margin will be reversed with retrospective effect
and any additional payment due from the Company in respect of
Interest Periods which have expired will be due and payable within
10 Business Days of the date of the adjustment.





 




(e)  

If a Compliance
Certificate is not delivered on or prior to the required date under
Clause 20.2 (Provision and
contents of Compliance Certificate), then the Margin shall
be 5.5% per annum until such time as a Compliance Certificate
evidencing the Net Leverage Ratio is delivered.





 

 




12.  

FEES





 




12.1  

Commitment
fee








(a)  

The Company shall
pay to the Agent (for the account of each Lender) a fee in the Base
Currency computed at the rate of one (1) per cent. per annum on
that Lender's Available Commitment under Facility C for the
Availability Period for Facility C.





 




(b)  

The accrued
commitment fee is payable on the last day of each successive period
of three Months which ends during the Availability Period for
Facility C, on the last day of the Availability Period, and on the
cancelled amount of the relevant Lender's Commitment at the time
the cancellation is effective.





 




(c)  

No commitment fee
is payable on any Available Commitment of a Lender for any day on
which that Lender is a Defaulting Finance
Party.





 




12.2  

Exit
Fee





The Company shall
pay to the Agent (for the account of each Lender) an exit fee in
the Base Currency computed as follows:

 




(a)  

one (1) per cent.
of the amount repaid or prepaid under the Facilities at any time
prior to the 2nd anniversary of
Financial Close using the proceeds of a refinancing with any
financier (including with any Lender);





 




(b)  

half of one (0.5)
per cent. of the aggregate participations in any outstanding Loans
under the Facilities on the 2nd anniversary of
Financial Close;





 




(c)  

half of one (0.5)
per cent. of the amount repaid or prepaid under the Facilities at
any time after the 2nd anniversary of
Financial Close and prior to the Maturity Date using the proceeds
of a refinancing with any financier (including with any Lender);
and





 




(d)  

half of one (0.5)
per cent. of the aggregate participations in any outstanding Loans
under the Facilities on the Maturity Date.





 

on the
2nd
anniversary of Financial Close, on the Maturity Date or on the date
of any refinancing referred to in paragraph (a) or (c)
above  (as applicable).

 




12.3  

Other
fees





The Company shall
pay to the Agent (for the account of each Original Lender) the fees
in the amount and at the times agreed in a Fee Letter.

 




12.4  

Agency
fee





The Company shall
pay to the Agent (for its own account) an agency fee in the amount
and at the times agreed in a Fee Letter.

 




12.5  

Security
Trustee’s fee





The Company shall
pay to the Security Trustee (for its own account) a fee in the
amount and at the times agreed in a Fee Letter.

 




12.6  

Non-refundable





All fees payable
under this Clause 12 (Fees)
are non-refundable.

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

 

 

SECTION
6

ADDITIONAL
PAYMENT OBLIGATIONS

 

 




13.  

TAX
GROSS UP AND INDEMNITIES





 




13.1  

Definitions








(a)  

In this Clause
13:





 

"Protected Party" means a Finance Party
which is or will be subject to any liability, or required to make
any payment, for or on account of Tax in relation to a sum received
or receivable (or any sum deemed for the purposes of Tax to be
received or receivable) under a Finance Document.

 

"Tax Credit" means a credit against,
relief or remission for, or repayment of any Tax.

 

"Tax Payment" means either the increase
in a payment made by an Obligor to a Finance Party under Clause
13.2 (Tax gross-up) or a
payment under Clause 13.3 (Tax
indemnity).

 




13.2  

Tax
Gross-up








(a)  

Each Obligor shall
make all payments to be made by it under the Finance Documents
without any Tax Deduction unless such Tax Deduction is required by
law.





 




(b)  

The Company or a
Finance Party shall promptly upon becoming aware that an Obligor
must make a Tax Deduction (or that there is any change in the rate
or the basis of a Tax Deduction) notify the Agent
accordingly.  If the Agent receives such notification
from a Lender it shall notify the Company and that
Obligor.





 




(c)  

If a Tax Deduction
is required by law to be made by an Obligor, except in relation to
a Tax described in Clause 13.3(b)(i), the Obligor shall pay an
additional amount together with the payment so that, after making
any Tax Deduction, the Finance Party receives an amount equal to
the payment which would have been due if no Tax Deduction had been
required.





 




(d)  

If an Obligor is
required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax
Deduction within the time allowed and in the minimum amount
required by law.





 




(e)  

Within thirty days
of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax
Deduction shall deliver to the Agent for the Finance Party entitled
to the payment evidence satisfactory to that Finance Party, acting
reasonably, that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing
authority.





 




13.3  

Tax
indemnity








(a)  

The Company shall
(within three Business Days of demand by the Agent) pay to a
Protected Party an amount equal to the loss, liability or cost
which that Protected Party determines will be or has been (directly
or indirectly) suffered for or on account of Tax by that Protected
Party in respect of a Finance Document or a transaction or payment
under it.





 




(b)  

Paragraph (a) shall
not apply:





 




(i)  

with respect to any
Tax assessed on a Finance Party if that Tax is imposed on or
calculated by reference to the net income received or receivable
(but not any sum deemed to be received or receivable) by that
Finance Party:





 




(A)  

under the law of
the jurisdiction in which that Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that
Finance Party is treated as resident for tax purposes;
or





 




(B)  

under the law of
the jurisdiction in which that Finance Party's Facility Office is
located in respect of amounts received or receivable in that
jurisdiction; or





 




(ii)  

to the extent the
relevant loss, liability or cost:





 




(A)  

is compensated for
by an increased payment under Clause 13.2 (Tax Gross-up); or





 




(B)  

relates to a FATCA
Deduction required to be made by a Party.





 




(c)  

A Protected Party
making or intending to make a claim pursuant to paragraph (a) above
shall promptly notify the Agent of the event which will give, or
has given, rise to the claim, following which the Agent shall
notify the Company.





 




(d)  

A Protected Party
shall, on receiving a payment from an Obligor under this Clause
13.3, notify the Agent.





 




13.4  

Tax
Credit





If an Obligor makes
a Tax Payment and the relevant Finance Party determines in its
absolute discretion that:

 




(a)  

a Tax Credit is
attributable to that Tax Payment or to a Tax Deduction in
consequence of which that Tax Payment was required;
and





 




(b)  

that Finance Party
has obtained, utilised and retained that Tax
Credit,





 

subject to Clause
28 (Conduct of Business by the
Finance Parties), the Finance Party shall pay an amount to
the Obligor which that Finance Party determines in its absolute
discretion will leave it (after that payment) in the same after-Tax
position as it would have been in had the circumstances not arisen
which caused the Tax Payment to be required to be made by the
Obligor.

 




13.5  

Stamp
duties and Taxes





The Company
shall:

 




(a)  

pay;
and





 




(b)  

within three
Business Days of demand, indemnify each Finance Party against any
cost, expense, loss or liability that Finance Party incurs in
relation to,





 

all stamp duty,
registration or other similar Tax payable in respect of any Finance
Document except Transfer Certificates.

 




13.6  

Indirect
Tax








(a)  

All payments to be
made by an Obligor under or in connection with any Finance Document
have been calculated without regard to Indirect Tax.  If
all or part of any such payment is the consideration for a taxable
supply or chargeable with Indirect Tax then, when the Obligor makes
the payment:





 




(i)  

it must pay to the
Finance Party an additional amount equal to that payment (or part)
multiplied by the appropriate rate of Indirect Tax;
and





 




(ii)  

the Finance Party
will promptly provide to the Obligor a tax invoice complying with
the relevant law relating to that Indirect Tax.





 




(b)  

Where a Finance
Document requires an Obligor to reimburse or indemnify a Finance
Party for any costs or expenses, that Obligor shall also at the
same time pay and indemnify that Finance Party against all Indirect
Tax incurred by that Finance Party in respect of the costs or
expenses save to the extent that that Finance Party is entitled to
repayment or credit in respect of the Indirect Tax.  The
Finance Party will promptly provide to the Obligor a tax invoice
complying with the relevant law relating to that Indirect
Tax.  Unless notified by that Finance Party, the Obligor
must assume that the Finance Party is not entitled to any input tax
credit for that Indirect Tax.





 




13.7  

FATCA
Information








(a)  

Subject to
paragraph (c) below, each Party shall, within ten Business Days of
a reasonable request by another Party:





 




(i)  

confirm to that
other Party whether it is:





 




(A)  

a FATCA Exempt
Party; or





 




(B)  

not a FATCA Exempt
Party;





 




(ii)  

supply to that
other Party such forms, documentation and other information
relating to its status under FATCA as that other Party reasonably
requests for the purposes of that other Party's compliance with
FATCA;





 




(iii)  

supply to that
other Party such forms, documentation and other information
relating to its status as that other Party reasonably requests for
the purposes of that other Party's compliance with any other law,
regulation, or exchange of information regime.





 




(b)  

If a Party confirms
to another Party pursuant to paragraph (a)(i) above that it is a
FATCA Exempt Party and it subsequently becomes aware that it is not
or has ceased to be a FATCA Exempt Party, that Party shall notify
that other Party reasonably promptly.





 




(c)  

Paragraph (a) above
shall not oblige any Finance Party to do anything, and paragraph
(a)(iii) above shall not oblige any other Party to do anything,
which would or might in its reasonable opinion constitute a breach
of:





 




(i)  

any law or
regulation;





 




(ii)  

any fiduciary duty;
or





 




(iii)  

any duty of
confidentiality.





 




(d)  

If a Party fails to
confirm whether or not it is a FATCA Exempt Party or to supply
forms, documentation or other information requested in accordance
with paragraph (a)(i) or (ii) above (including, for the avoidance
of doubt, where paragraph (c) above applies), then such Party shall
be treated for the purposes of the Finance Documents (and payments
under them) as if it is not a FATCA Exempt Party until such time as
the Party in question provides the requested confirmation, forms,
documentation or other information.





 




13.8  

FATCA
Deduction








(a)  

Each Party may make
any FATCA Deduction it is required to make by FATCA, and any
payment required in connection with that FATCA Deduction, and no
Party shall be required to increase any payment in respect of which
it makes such a FATCA Deduction or otherwise compensate the
recipient of the payment for that FATCA
Deduction.





 




(b)  

Each Party shall
promptly, upon becoming aware that it must make a FATCA Deduction
(or that there is any change in the rate or the basis of such FATCA
Deduction), notify the Party to whom it is making the payment and,
in addition, shall notify the Company and the Agent and the Agent
shall notify the other Finance Parties.





 




13.9  

New
Zealand withholding tax





[Note:
Subject to GFN NZ counsel review]

 




(a)  

Definitions:  In this
clause:





 

"AIL" has the meaning given to the term
“approved issuer levy” in section 86F of the Stamp
Duties Act.

 

"approved issuer", "fixed establishment", "NRWT", "NRWT rules", "RWT exemption certificate" and "RWT rules" have the meanings given in
section YA 1 of the NZ Income Tax Act.

 

NZ Borrower means a Borrower that is
resident in New Zealand for the purposes of the NZ Income Tax Act
or is engaged in business in New Zealand through a fixed
establishment to which a Facility is attributable.

 

NZ Income Tax Act means the Income Tax Act 2007 of New
Zealand.

 

NZ Protected Party means a Protected
Party that is resident in New Zealand for the purposes of the NZ
Income Tax Act or is engaged in business in New Zealand through a
fixed establishment.

 

Stamp Duties Act means the Stamp and Cheque Duties Act 1971 of New
Zealand.

 




(b)  

Resident Withholding
Tax:  Each NZ Protected Party which makes a
Drawing to an NZ Borrower:





 




(i)  

RWT exemption
certificate:  confirms to that NZ Borrower that as
at the date of this document (or, if later, as at the date it
becomes a party to this document) it is a person of the type listed
in section 32E(2)(a) to (h) of the Tax Administration Act 1994 (New
Zealand) and holds an RWT exemption
certificate;





 




(ii)  

Undertaking to maintain
certificate:  undertakes to that NZ Borrower to
use reasonable endeavours to maintain the currency of its RWT
exemption certificate until the Termination Date, provided that
that NZ Protected Party is lawfully able to do so;
and





 




(iii)  

Obligation to notify: agrees to notify
each NZ Borrower promptly if it ceases to hold, or ceases to be
entitled to hold, an RWT exemption certificate following which each
NZ Protected Party and each NZ Borrower shall negotiate in good
faith for a period not exceeding 30 days with a view to agreeing
upon an arrangement which will ensure, so far as possible, that no
NZ Borrower is disadvantaged and no NZ Protected Party is
advantaged by reason of the loss of the RWT exemption
certificate.  If no such arrangement is agreed within the
30 day period, Clause 13.2 (Tax
Gross-up) will continue to apply.





 




(c)  

Approved Issuer
Levy:





 




(i)  

Registration and payment:  If
a Protected Party notifies an NZ Borrower that it is not an NZ
Protected Party, then provided that NZ Borrower is lawfully able to
do so, that NZ Borrower may, and shall if requested by that
Protected Party:





 




(A)  

promptly register
each of itself as an approved issuer and the Facility with the
Commissioner of Inland Revenue under section 86H of the Stamp
Duties Act; and





 




(B)  

in respect of any
payment of interest, including any payment deemed to be interest
for the purposes of the NRWT rules, to that Protected Party under
this document make the relevant payment of AIL in respect of that
payment of interest in accordance with section 86K of the Stamp
Duties Act.





 




(ii)  

Allocation of AIL cost:  For
the avoidance of doubt, where AIL is paid by the NZ Borrower in
accordance with Clause 13.9(c)(i)(B), that NZ Borrower may not
deduct the amount of such AIL from any amount payable by that NZ
Borrower under this document.





 




(d)  

Maintain AIL status:  Each NZ
Borrower that is registered as an approved issuer
shall:





 




(i)  

use its reasonable
endeavours to maintain the registrations referred to in Clause
13.9(c)(i)(A); and





 




(ii)  

notify the Agent
immediately upon becoming aware that it has failed to maintain such
registrations.





 

 




14.  

INCREASED
COSTS





 




14.1  

Increased
costs








(a)  

Subject to Clause
14.3 (Exceptions) the
Company shall, within three Business Days of a demand by the Agent,
pay for the account of a Finance Party the amount of any Increased
Costs incurred by that Finance Party or any of its Affiliates as a
result of:





 




(i)  

the introduction of
or any change in (or in the interpretation, administration or
application of) any law or regulation;





 




(ii)  

compliance with any
law or regulation,





 

made after the date
of this Agreement. This includes any law or regulation with regard
to capital adequacy, prudential limits, liquidity, reserve assets
or Tax.

 




(b)  

In this Agreement
"Increased Costs"
means:





 




(i)  

a reduction in the
rate of return from a Facility or on a Finance Party's (or its
Affiliate's) overall capital (including as a result of any
reduction in the rate of return on capital as more capital is
required to be allocated);





 




(ii)  

an additional or
increased cost; or





 




(iii)  

a reduction of any
amount due and payable under any Finance
Document,





 

which is incurred
or suffered by a Finance Party or any of its Affiliates to the
extent that it is attributable to that Finance Party having entered
into its Commitment or funding or performing its obligations under
any Finance Document.

 




14.2  

Increased
cost claims








(a)  

A Finance Party
intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent
of the event giving rise to the claim, following which the Agent
shall promptly notify the Company.





 




(b)  

Each Finance Party
shall, as soon as practicable after a demand by the Agent, provide
a certificate confirming the amount of its Increased
Costs.





 




14.3  

Exceptions








(a)  

Clause 14.1
(Increased costs) does not
apply to the extent any Increased Cost is:





 




(i)  

attributable to a
Tax Deduction required by law to be made by an
Obligor;





 




(ii)  

attributable to a
FATCA Deduction required to be made by a Party;





 




(iii)  

compensated for by
Clause 13.3 (Tax indemnity)
(or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so
compensated solely because any of the exclusions in Clause 13.3(b)
(Tax indemnity) applied);
or





 




(iv)  

attributable to the
wilful breach by the relevant Finance Party or its Affiliates of
any law or regulation.





 

 




15.  

OTHER
INDEMNITIES





 




15.1  

Currency
indemnity








(a)  

If any sum due from
an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award
given or made in relation to a Sum, has to be converted from the
currency (the "First
Currency") in which that Sum is payable into another
currency (the "Second
Currency") for the purpose of:





 




(i)  

making or filing a
claim or proof against that Obligor;





 




(ii)  

obtaining or
enforcing an order, judgment or award in relation to any litigation
or arbitration proceedings,





 

that Obligor shall
as an independent obligation, within three Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any
cost, expense, loss or liability arising out of or as a result of
the conversion including any discrepancy between  (A) the rate of
exchange used to convert that Sum from the First Currency into the
Second Currency and  (B) the rate or rates of exchange
available to that person at the time of its receipt of that
Sum.

 




(b)  

Each Obligor waives
any right it may have in any jurisdiction to pay any amount under
the Finance Documents in a currency or currency unit other than
that in which it is expressed to be payable.





 




15.2  

Other
indemnities





The Company shall
(or shall procure that an Obligor will), within three Business Days
of demand, indemnify each Finance Party against any cost, expense,
loss or liability (including legal fees) incurred by that Finance
Party as a result of:

 




(a)  

the occurrence of
any Event of Default or a Review Event;





 




(b)  

any information
produced or approved by the Company under or in connection with the
Finance Documents or the transactions they contemplate being or
being alleged to be misleading or deceptive in any
respect;





 




(c)  

any enquiry,
investigation, subpoena (or similar order) or litigation with
respect to any Obligor or with respect to the transactions
contemplated or financed under this Agreement;





 




(d)  

a failure by an
Obligor to pay any amount due under a Finance Document on its due
date, including without limitation, any cost, expense, loss or
liability arising as a result of Clause 29 (Sharing among the Finance
Parties);





 




(e)  

funding, or making
arrangements to fund, its participation in a Loan requested by a
Borrower in a Utilisation Request but not made by reason of the
operation of any one or more of the provisions of this Agreement
(other than by reason of default or negligence by that Finance
Party alone);





 




(f)  

a Loan (or part of
a Loan) not being prepaid in accordance with a notice of prepayment
given by a Borrower or the Company; or





 




(g)  

an amount being
paid or payable by that Finance Party to the Agent or another
Finance Party under Clause 27.11 (Lenders' indemnity to the Agent);
or





 




(h)  

security being
provided by that Finance Party to the Agent under Clause 27.7(j)
(Rights and discretions) or
Clause 27.13(d) (Lenders'
indemnity to the Agent) including costs and expenses in
providing that security.





 




15.3  

Indemnity
to the Agent





The Company shall
promptly indemnify the Agent against any cost, expense, loss or
liability incurred by the Agent as a result of:

 




(a)  

investigating any
event which it reasonably believes is a
Default;





 




(b)  

entering into or
performing any foreign exchange contract for the purposes of
paragraph (b) of Clause 30.10 (Change of
currency);





 




(c)  

acting or relying
on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised;
or





 




(d)  

instructing
lawyers, accountants, tax advisers, surveyors or other experts or
professional advisers in connection with the matters referred to in
Clause 15.2 (Other
indemnities) or paragraphs (a) to (c) of this clause 15.3
(Indemnity to the
Agent).





 

 




16.  

MITIGATION
BY THE FINANCE PARTIES





 




16.1  

Mitigation








(a)  

Each Finance Party
shall, in consultation with the Company, take all reasonable steps
to mitigate any circumstances which arise and which would result in
any amount becoming payable under or pursuant to, or its Commitment
being cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax gross-up and indemnities) (other
than Clause 13.6 (Indirect
Tax)) or Clause 14 (Increased costs) including (but not
limited to) transferring its rights and obligations under the
Finance Documents to another Affiliate or, in the case of a Lender,
another Facility Office.





 




(b)  

Paragraph (a) above
does not in any way limit the obligations of any Obligor under the
Finance Documents.





 




16.2  

Limitation
of liability








(a)  

The Company shall
promptly indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps
taken by it under Clause 16.1 (Mitigation).





 




(b)  

A Finance Party is
not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that
Finance Party (acting reasonably), to do so might be prejudicial to
it.





 

 




17.  

COSTS
AND EXPENSES





 




17.1  

Transaction
expenses





The Company shall
promptly on demand pay the Agent and the Arranger the amount of all
costs and expenses (including legal fees) reasonably incurred by
any of them in connection with the negotiation, preparation,
printing, execution, registration and syndication of:

 




(a)  

this Agreement and
any other documents referred to in this Agreement;
and





 




(b)  

any other Finance
Documents executed after the date of this
Agreement,





 

subject (except in
the case of paragraph (b)) to prior agreement with the Company as
to an agreed cap on costs and expenses to be incurred.

 




17.2  

Amendment
and other costs





If (a) an Obligor
requests an amendment, waiver or consent or makes or initiates a
request or demand under the PPS Law or  (b) an amendment is required pursuant to
Clause 30.10 (Change of
currency), the Company shall, within three Business Days of
demand, reimburse the Agent and each other Finance Party for the
amount of all costs and expenses (including legal fees) reasonably
incurred by the Agent or other Finance Party  (including
any Receiver) in responding to, evaluating, negotiating or
complying with that request or requirement.

 




17.3  

Enforcement
costs





The Company shall,
within three Business Days of demand, pay to each Finance Party the
amount of all costs and expenses (including legal fees) incurred by
that Finance Party in connection with:

 




(a)  

the enforcement of,
or the preservation of any rights under, any Finance Document;
and





 




(b)  

any proceedings
instituted by or against the Security Trustee as a consequence of
taking or holding the Transaction Security.





 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
7

GUARANTEE

 

 




18.  

GUARANTEE





 




18.1  

Guarantee





Each Guarantor
irrevocably and unconditionally jointly and severally:

 




(a)  

guarantees to each
Finance Party punctual performance by each Obligor of all that
Obligor's obligations under the Finance
Documents;





 




(b)  

undertakes with
each Finance Party that whenever an Obligor does not pay any amount
when due under or in connection with any Finance Document (or
anything which would have been due if the Finance Document or the
amount was enforceable, valid and not illegal), that Guarantor
shall immediately on demand pay that amount as if it was the
principal obligor; and





 




(c)  

agrees with each
Finance Party that if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal, it will, as an independent and
primary obligation, indemnify that Finance Party immediately on
demand against any cost, expense, loss or liability it incurs as a
result of an Obligor not paying any amount which would, but for
such unenforceability, invalidity or illegality, have been payable
by it under any Finance Document on the date when it would have
been due.  The amount of the cost, expense, loss or
liability shall be equal to the amount which that Finance Party
would otherwise have been entitled to recover.





 

Each of paragraphs
(a), (b) and (c) is a separate obligation.  None is
limited by reference to the other.

 




18.2  

Continuing
guarantee





This Guarantee is a
continuing obligation and will extend to the ultimate balance of
sums payable by any Obligor under the Finance Documents, regardless
of any intermediate payment or discharge in whole or in
part.

 




18.3  

Reinstatement





If any payment to
or any discharge, release or arrangement given or entered into by a
Finance Party (whether in respect of the obligations of any Obligor
or any security for those obligations or otherwise) is avoided or
reduced for any reason (including as a result of insolvency, breach
of fiduciary or statutory duties or any similar event) in whole or
in part, then the liability of each Guarantor under this Clause 18
will continue or be reinstated as if the discharge,
release  or arrangement had not occurred and any relevant
security shall be reinstated.

 




18.4  

Waiver
of defences





The obligations of
each Guarantor under this Clause 18 will not be affected by an act,
omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of its obligations under this Clause 18
(without limitation and whether or not known to it or any Finance
Party) including:

 




(a)  

any time, waiver or
other concession or consent granted to, or composition with, any
Obligor or other person;





 




(b)  

the release or
resignation of any other Obligor or any other
person;





 




(c)  

any composition or
arrangement with any creditor of any Obligor or other
person;





 




(d)  

the taking,
variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, execute, take up or enforce, any rights
against, or security over assets of, any Obligor or other person or
any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise
the full value of any security;





 




(e)  

any incapacity or
lack of power, authority or legal personality of or dissolution or
change in the members or status of an Obligor or any other
person;





 




(f)  

any amendment,
novation, supplement, extension, restatement (however fundamental
and whether or not more onerous) or replacement of any Finance
Document or any other document or security including any change in
the purpose of, any extension of or any increase in any facility or
the addition of any new facility under any Finance Document or
other document or security;





 




(g)  

any
unenforceability, illegality or invalidity of any obligation of any
person under any Finance Document or any other document or
security;





 




(h)  

any set off,
combination of accounts or counterclaim;





 




(i)  

any insolvency or
similar proceedings; or





 




(j)  

this Agreement or
any other Finance Document not being executed by or binding against
any other Obligor or any other party.





 

References in
Clause 18.1 to obligations of an Obligor or amounts due will
include what would have been obligations or amounts due but for any
of the above, as well as obligations and amounts due which result
from any of the above.

 




18.5  

Immediate
recourse





Each Guarantor
waives any right it may have of first requiring any Finance Party
(or any trustee or agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any
person before claiming from that Guarantor under this Clause
18.  This waiver applies irrespective of any law or any
provision of a Finance Document to the contrary.

 




18.6  

Appropriations





Until all amounts
which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in
full, each Finance Party (or any trustee or agent on its behalf)
may:

 




(a)  

refrain from
applying or enforcing any other moneys, security or rights held or
received or recovered (by set off or otherwise) by that Finance
Party (or any trustee or agent on its behalf) in respect of those
amounts, or apply and enforce the same in such manner and order as
it sees fit (whether against those amounts or otherwise) and no
Guarantor shall be entitled to the benefit of the same;
and





 




(b)  

without limiting
paragraph (a), refrain from applying any moneys received or
recovered (by set off or otherwise) from any Guarantor or on
account of any Guarantor's liability under this Clause 18 in
discharge of that liability and claim or prove against anyone in
respect of the full amount owing by the
Obligors.





 




18.7  

Deferral
of Guarantors' rights





Until all amounts
which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in
full and unless the Agent otherwise directs, no Guarantor will
exercise any rights which it may have by reason of performance by
it of its obligations under the Finance Documents or by reason of
any amount being payable, or liability arising, under this Clause
18:

 




(a)  

to be indemnified
by an Obligor;





 




(b)  

to claim any
contribution from any other guarantor of or provider of security
for any Obligor's obligations under the Finance
Documents;





 




(c)  

to take the benefit
(in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Finance Parties under the Finance
Documents or of any other guarantee or security taken pursuant to,
or in connection with, the Finance Documents by any Finance
Party;





 




(d)  

to bring legal or
other proceedings for an order requiring any Obligor to make any
payment, or perform any obligation, in respect of which any
Guarantor has given a Guarantee under Clause 18.1 (Guarantee);





 




(e)  

to exercise any
right of set-off against any Obligor;





 




(f)  

to claim or prove
as a creditor of any Obligor in competition with any Finance Party;
and/or





 




(g)  

in any form of
administration of an Obligor (including liquidation, winding up,
bankruptcy, voluntary administration, dissolution or receivership
or any analogous process) prove for or claim, or exercise any vote
or other rights in respect of, any indebtedness of any nature owed
to it by the Obligor.





 

If a Guarantor
receives any benefit, payment or distribution in relation to such
rights it shall hold that benefit, payment or distribution to the
extent necessary to enable all amounts which may be or become
payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full on trust
for the Finance Parties and shall promptly pay or transfer the same
to the Agent or as the Agent may direct for application in
accordance with Clause 30 (Payment
mechanics).

 




18.8  

Release
of Guarantors' right of contribution





If any Guarantor (a
"Retiring Guarantor") ceases
to be a Guarantor in accordance with the terms of the Finance
Documents for the purpose of any sale or other disposal of that
Retiring Guarantor then on the date such Retiring Guarantor ceases
to be a Guarantor:

 




(a)  

that Retiring
Guarantor is released by each other Guarantor from any liability
(whether past, present or future and whether actual or contingent)
to make a contribution to any other Guarantor arising by reason of
the performance by any other Guarantor of its obligations under the
Finance Documents; and





 




(b)  

each other
Guarantor waives any rights it may have by reason of the
performance of its obligations under the Finance Documents to take
the benefit (in whole or in part and whether by way of subrogation
or otherwise) of any rights of the Finance Parties under any
Finance Document or of any other security taken pursuant to, or in
connection with, any Finance Document where such rights or security
are granted by or in relation to the assets of the Retiring
Guarantor.





 




18.9  

Additional
security





This Guarantee is
in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance
Party.

 




18.10  

Approval





Each Obligor which
holds issued shares, units or partnership interests in a Guarantor,
in its capacity as holder of those shares, units or partnership
interests, confirms that it approves the terms of, and the
transactions contemplated by, the Finance Documents to which each
Guarantor is a party (including the terms of this
Guarantee).

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
8

REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT

 

 

 

 




19.  

REPRESENTATIONS





 

Each Obligor makes
the representations and warranties set out in this Clause 19 to
each Finance Party on the date of this Agreement, except as to
matters disclosed in writing by it to the Agent and accepted by the
Agent in writing.

 




19.1  

Status








(a)  

It is a
corporation, duly incorporated and validly existing under the law
of its jurisdiction of incorporation.





 




(b)  

It has the power to
own its assets and carry on its business as it is being
conducted.





 




19.2  

Corporate
Power





It has the power,
and has taken all corporate and other action required
to:

 




(a)  

enter into each
Finance Document to which it is a party;





 




(b)  

authorise the
execution, delivery of and performance by it of its obligations
under any such Finance Document;





 




(c)  

carry out the
transactions contemplated by any such Finance Document;
and





 




(d)  

own its own assets
carry on its business as now conducted or
contemplated.





 




19.3  

Structure
Diagram








(a)  

As at the date of
this Agreement, the structure diagram delivered to the Agent in
satisfaction of the conditions precedent to Financial Close
accurately reflects the corporate group structure of the
Group.





 




(b)  

Any structure
diagram provided after the date of this Agreement to the Finance
Parties accurately reflects the corporate group structure of the
Group as at the date provided.





 




19.4  

Legally
Binding Obligation





Each Finance
Document to which it is a party constitutes its valid and legally
binding obligations enforceable against it in accordance with its
terms and each Transaction Security constitutes a valid and
effective Transaction Security in accordance with its terms over
the property to which it is expressed to apply with the priority
stated in that Transaction Security (subject to the priority of any
Permitted Security Interest), and in each case, subject to any
necessary stamping and registration and except to the extent that
enforceability may be limited by generally applicable principles
affecting creditors' rights of insolvency law or
equity.

 




19.5  

Execution,
Delivery and Performance





The execution,
delivery and performance by it of each Finance Document to which it
is a party does not and will not:

 




(a)  

violate any
existing law or regulation;





 




(b)  

violate that
Obligor’s constitution;





 




(c)  

violate any
document or agreement to which that Obligor is a party or which is
binding upon it or any of its assets, where violation would be
reasonably likely to have a Material Adverse Effect;
or





 




(d)  

result in a
Security Interest being created on, or crystallising over, any of
its assets (other than a Permitted Security
Interest).





 




19.6  

Authorisations





All Material
Authorisations have been obtained and are valid and subsisting. It
has complied with each such Authorisation where failure to comply
with the same would be reasonably likely to have a Material Adverse
Effect.

 




19.7  

No
Litigation





As at the date of
this Agreement, save as disclosed to the Agent in writing and
accepted by the Agent in writing, no litigation, arbitration,
dispute, criminal or administrative proceedings are current or
pending or, to its knowledge, threatened against any Obligor which,
if adversely determined, are reasonably likely to have a Material
Adverse Effect.

 




19.8  

No
Event of Default





As at the date of
this Agreement, no event has occurred which constitutes an Event of
Default or Review Event or might reasonably be expected to result
from the making of a Loan.

 




19.9  

Financial
statements








(a)  

Its Original
Financial Statements were prepared in accordance with Accounting
Standards consistently applied.





 




(b)  

Its Original
Financial Statements give a true and fair view and fairly represent
its financial condition as at the end of the relevant Financial
Year and operations during the relevant Financial Year
(consolidated in the case of the Company).





 




(c)  

Its most recent
financial statements delivered pursuant to Clause 20.1
(Financial
statements):





 




(i)  

have been prepared
in accordance with Clause 20.3 (Requirements as to financial
statements); and





 




(ii)  

give a true and
fair view of (if audited) or fairly present (if unaudited) its
consolidated financial condition as at the end of, and consolidated
results of operations for, the period to which they
relate.





 




(d)  

There has been no
material adverse change in its business or financial condition (or
the business or consolidated financial condition of the Group, in
the case of the Company) since the most recent financial statements
delivered pursuant to Clause 20.1 (Financial statements) which has or is
reasonably likely to have a Material Adverse
Effect.





 




19.10  

Accuracy
of Information





So far as it is
aware, having made due and proper enquiries, it has not failed to
disclose any material factual information to the Finance Parties
and all factual information (including documents) provided by it to
the Finance Parties prior to the date of this Agreement was true in
all material respects at the date it was provided, and no such
information was, at that time, misleading or deceptive or likely to
mislead or deceive in any material respect.

 




19.11  

Insolvency





No Event of
Insolvency subsists in respect of it.

 




19.12  

Pari
passu ranking





Its payment
obligations under the Finance Documents rank at least pari passu with the claims of all its
other unsecured and unsubordinated creditors.

 




19.13  

Immunity
from Suit





Neither it nor its
assets have immunity from the jurisdiction of the court or from any
legal process.

 




19.14  

Tax
Liabilities








(a)  

No claims are being
or are reasonably likely to be asserted against it with respect to
Taxes which are reasonably likely to be determined adversely to it
and, if adversely determined, are reasonably likely to have a
Material Adverse Effect.





 




(b)  

It is not overdue
in the filing of any Tax returns or other information required to
be filed with any relevant Tax authority to ensure compliance with
any obligation to pay Tax where failure to do so has or is
reasonably likely to have a Material Adverse
Effect.





 




(c)  

It has paid all
Taxes due and payable by it by the due date (except Contested
Taxes) where failure to do so has or is reasonably likely to have a
Material Adverse Effect.





 




19.15  

Not
a Trustee





It does not enter
into any Finance Document (or hold any of its assets) as trustee
and it is not a trustee of any trust which is not specified in this
Agreement.

 




19.16  

Ownership
of Assets








(a)  

It is the sole
legal and beneficial owner of, and has good title to, all of the
Secured Property the subject of any Transaction Security granted or
given by it.





 




(b)  

None of its
property is subject to a Security Interest other than a Permitted
Security Interest.





 




19.17  

No
enforcement of Security Interests





No Controller is
currently appointed in relation to any of its
property.

 




19.18  

Cross
Guarantee





It has not executed
a guarantee for the purpose of obtaining or complying with an order
under part 2M.6 of the Australian Corporations Act (or an
equivalent provision).

 




19.19  

Australian
Tax Consolidated Group








(a)  

In the case of an
Australian Obligor, it is a member of an Australian Tax
Consolidated Group for which the head company (as defined in the
Australian Tax Act) is the Company.





 




(b)  

In the case of an
Australian Obligor, it is party to an Australian TSA and an
Australian TFA with each other member of that Australian Tax
Consolidated Group.





 




19.20  

 Australian
GST Group








(a)  

In the case of an
Australian Obligor, it is a member of an Australian GST Group for
which the representative member (as defined in the GST Act) is
Royal Wolf Trading Australia Pty Limited.





 




(b)  

In the case of an
Australian Obligor, it is not party to an Australian
ITSA.





 




19.21  

Financial
Indebtedness





It has not incurred
any Financial Indebtedness other than Permitted Financial
Indebtedness.

 




19.22  

Environmental
Laws





It has not incurred
any Environmental Liability which in the Agent’s opinion
(acting reasonably), is reasonably likely to have a Material
Adverse Effect, and all occupation, use and development of each
real property complies in all material respects with applicable
Environmental Laws where failure to do so has or is reasonably
likely to have a Material Adverse Effect.

 




19.23  

Intellectual
Property





It owns or has a
licence or other right to use all Intellectual Property required
for the conduct of the Core Business.

 




19.24  

Disclosure





It has disclosed in
writing to the Original Lenders all facts and information known to
it which it believes could reasonably be expected to be material to
the ability of the Obligors (taken as a whole) to perform their
obligations under the Finance Documents or to an Original Lender's
assessment of the nature and degree of risk undertaken by it in
granting financial accommodation to the Obligors in entering into
the Finance Documents.

 




19.25  

Authorised
signatories





Any person
specified as its authorised signatory under Schedule 2
(Conditions precedent) or
Clause 20.7 (Information:
miscellaneous) is authorised to sign Utilisation Requests
and other notices on its behalf except where it has previously
notified the Agent that the authority has been
revoked.

 




19.26  

Shares





The shares,
membership or other interests, or other securities which are
subject to the Transaction Security are fully paid and not subject
to any option to purchase or similar rights.  The
constitutional or other documents of the entities whose shares,
membership or other interests, or other securities are subject to
the Transaction Security do not and could not restrict or inhibit
any transfer or creation or enforcement of the Transaction
Security.

 




19.27  

No
reliance








(a)  

It has entered into
the Finance Documents to which it is a party without relying on the
any Finance Party or their respective Affiliates (in whatever
capacity) or their advisers or on any representation, warranty,
statement, undertaking or conduct of any kind made by any of them
or on their behalf except as expressly set out in the Finance
Documents.





 




(b)  

It has obtained its
own legal and other advice on the Finance Documents and the
transactions in connection with them as it considers
appropriate.





 




19.28  

Commercial
benefit





The entering into
and performance by it of its obligations under the Finance
Documents to which it is expressed to be a party is for its
commercial benefit and is in its commercial interests.

 




19.29  

Repetition





The Repeating
Representations are deemed to be made by each Obligor by reference
to the facts and circumstances then existing on:

 




(a)  

the date of each
Utilisation Request, each Loan and the first day of each Interest
Period;





 




(b)  

on each date on
which a Compliance Certificate is delivered under clause 20.2
(Provision and contents of
Compliance Certificate); and





 




(c)  

in the case of an
Additional Obligor, the day on which the company becomes (or it is
proposed that the company becomes) an Additional
Obligor.





 




19.30  

Reliance





Each Obligor
acknowledges that:

 




(a)  

the Finance Parties
have entered into the Finance Documents in reliance on the
representations and warranties in this Clause 19;
and





 




(b)  

those
representations and warranties survive execution and delivery of
the Finance Documents and the provision of financial accommodation
under them.





 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

 

 




20.  

INFORMATION
UNDERTAKINGS





 

The undertakings in
this Clause 20 remain in force from the date of this Agreement for
so long as any amount is outstanding under the Finance Documents or
any Commitment is in force.

 




20.1  

Financial
statements





The Company shall
supply to the Agent in sufficient copies for all the
Lenders:

 




(a)  

as soon as the same
become available, but in any event within 120 days after the end of
each of its Financial Years, audited consolidated financial
statements for the Group for that Financial
Year;





 




(b)  

as soon as the same
become available, but in any event within 45 days after the end of
each quarter of each of its Financial Years, unaudited consolidated
financial statements for the Group consisting of an unaudited
consolidated balance sheet, an unaudited consolidated statement of
operations and an unaudited consolidated statement of cash
flows;





 




(c)  

as soon as they are
available, but in any event within 30 days after the end of each
month,  unaudited monthly management accounts for the
Group for that month (to include cumulative management accounts for
the Financial Year to date); and





 




(d)  

an annual update of
the board approved annual budget (including projected consolidated
profit and loss and projected cashflows for the Group and forecast
Capital Expenditure) within 30 days after the commencement of each
Financial Year.





 




20.2  

Provision
and contents of Compliance Certificate








(a)  

The Company shall
supply to the Agent, with each set of financial statements
delivered pursuant to paragraphs (a) or (b) of Clause 20.1
(Financial statements), a
Compliance Certificate setting out (in reasonable detail)
computations as to compliance with Clause 21 (Financial Covenants) as at the date as
at which those financial statements were drawn
up.





 




(b)  

Each Compliance
Certificate shall be signed by the Chief Financial Officer and a
director of the Company and, if required to be delivered with the
financial statements delivered pursuant to paragraph (a) of Clause
20.1 (Financial
statements), shall be reported on by the Company's auditors
in the form agreed by the Company and the
Agent.





 




20.3  

Requirements
as to financial statements








(a)  

The Company shall
procure that each set of annual financial statements delivered by
the Company pursuant to Clause 20.1(a) (Financial statements) shall be audited
by the auditors.





 




(b)  

Each set of
financial statements delivered by the Company pursuant to Clause
20.1 (Financial statements)
shall be certified by a director of the Company as giving a true
and fair view of (in the case of annual financial statements for
any Financial Year) or (in other cases) fairly representing its
financial condition as at the date as at which those financial
statements were drawn up.





 




(c)  

The Company shall
procure that each set of Financial Statements delivered pursuant to
Clause 20.1 (Financial
statements) is prepared in accordance with Accounting
Standards and all applicable laws and, in the case of the
management accounts delivered by the Company pursuant to Clause
20.1(c) (Financial
statements), in a form acceptable to the Agent (acting
reasonably).





 




20.4  

Management
presentation





Once in every
Financial Year, or more frequently if requested to do so by the
Agent if an Event of Default is continuing, the senior management
of the Company (one of whom shall be the Chief Financial Officer)
must give a presentation to the Finance Parties about the on-going
business and financial performance of the Group.

 




20.5  

Semi-annual
valuation





The Company agrees
to obtain semi-annual valuations of its container fleet and will
provide the Agent with a copy of the most recent valuation no later
than 30 days after the end of each half of each of its Financial
Years.

 




20.6  

Year-end





The Company shall
not change its Financial Year-end

 




20.7  

Information:
miscellaneous





The Company shall
supply to the Agent (in sufficient copies for all the Lenders, if
the Agent so requests):

 




(a)  

all documents
dispatched by the Company to its creditors generally (or any class
of them) at the same time as they are
dispatched;





 




(b)  

promptly upon
becoming aware of them, the details of any litigation, arbitration
or administrative proceedings, Tax claim, dispute or criminal
proceedings which are current, threatened or pending against any
Obligor, and which might, if adversely determined, have a Material
Adverse Effect;





 




(c)  

promptly upon
becoming aware of them, the details of any judgment or order of a
court, arbitral tribunal or other tribunal or any order or sanction
of any governmental or other regulatory body which is made against
any Obligor and which is reasonably likely to have a Material
Adverse Effect;





 




(d)  

promptly upon
becoming aware of any of the following:





 




(i)  

any breach of any
law which has had or is likely to have a Material Adverse
Effect;





 




(ii)  

any material
environmental claim or requirement of a material expenditure by it
under Environmental Law or any relevant Authorisation;
and





 




(iii)  

any other matter,
event or circumstance which has had or is likely to have a Material
Adverse Effect;





 




(e)  

promptly following
a change in the structure of the Group (including changes relating
to legal or beneficial ownership of a Group Member from that shown
in the structure diagram provided in satisfaction of the conditions
precedent to Financial Close), an updated group structure
diagram;





 




(f)  

promptly, such
information as the Agent may reasonably require about the Secured
Property and compliance of the Obligors with the terms of any
Security Documents;





 




(g)  

at least 5 days
before any ACN, ARBN or ABN allocated to an Obligor changes, is
cancelled or otherwise ceases to apply to it (or if it does not
have an ABN or one is allocated, or otherwise starts to apply, to
it), notice of the same;





 




(h)  

promptly, notice of
any change in authorised signatories of any Borrower for the
purposes of the Finance Documents signed by a director or secretary
of the Borrower accompanied by specimen signatures of any new
signatories, provided that no notice of change shall be effective
until the Agent and the Lenders have conducted "know your customer"
checks on each such new authorised signatory as required under
Clause 20.9(a) below;





 




(i)  

promptly, such
further information regarding the financial condition, business and
operations of any Group Member as any Finance Party (through the
Agent) may reasonably request.





 




20.8  

Notification
of default and Review Event








(a)  

Each Obligor shall
notify the Agent in writing, with reasonable details, of any
Default or Review Event (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence (unless
that Obligor is aware that a notification has already been provided
by another Obligor).





 




(b)  

Promptly upon a
request by the Agent, the Company shall supply to the Agent a
certificate signed by two of its directors or senior officers on
its behalf certifying that no Default is continuing (or if a
Default is continuing, specifying the Default and the steps, if
any, being taken to remedy it).





 




20.9  

"Know
your customer" checks








(a)  

If:





 




(i)  

the introduction of
or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this
Agreement;





 




(ii)  

any change in the
status of an Obligor after the date of this
Agreement;





 




(iii)  

any change in the
authorised signatories of an Obligor after the date of this
Agreement; or





 




(iv)  

a proposed
assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender
prior to such assignment or transfer,





 

obliges the Agent
or any Lender (or, in the case of  paragraph (iv) above, any prospective
new Lender) to comply with "know your customer" or similar
identification procedures in circumstances where the necessary
information is not already available to it, each Obligor shall
promptly upon the request of the Agent or any Lender supply, or
procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent (for itself or on behalf of any
Lender) or any Lender (for itself or, in the case of the event
described in  paragraph (iv) above, on behalf of any
prospective new Lender) in order for the Agent, such Lender or, in
the case of the event described in  paragraph (iv) above, any prospective
new Lender to carry out and be satisfied it has complied with all
necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the transactions
contemplated in the Finance Documents.

 




(b)  

The Company shall
by not less than 10 Business Days' prior written notice to the
Agent, notify the Agent (which shall promptly notify the Lenders)
of its intention to request that one of its Subsidiaries becomes an
Additional Obligor pursuant to Clause 25 (Changes to the
Obligors).





 




(c)  

Following the
giving of any notice pursuant to paragraph (b) above, if the
accession of such Additional Obligor obliges the Agent or any
Lender to comply with "know your customer" or similar
identification procedures in circumstances where the necessary
information is not already available to it, the Company shall
promptly upon the request of the Agent or any Lender supply, or
procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent (for itself or on behalf of any
Lender) or any Lender (for itself or on behalf of any prospective
new Lender) in order for the Agent or such Lender or any
prospective new Lender to carry out and be satisfied it has
complied with all necessary "know your customer" or other similar
checks under all applicable laws and regulations pursuant to the
accession of such Subsidiary to this Agreement as an Additional
Obligor.





 




(d)  

The Company shall
promptly supply, or procure the supply of, such documentation and
other evidence reasonably requested by the Agent (for itself or on
behalf of any Finance Party) from time to time in relation to an
Obligor or an Additional Obligor to enable the Finance Party to
comply with "know your customer" or similar identification
procedures in circumstances where the necessary information is not
already available to the Finance Party.





 

 




21.  

FINANCIAL
COVENANTS





 




21.1  

Financial
Covenants





The Borrowers must
ensure that, at all times:

 




(a)  

(Net Leverage Ratio) The Net Leverage
Ratio is less than 3.25 times.





 




(b)  

(Debt Service Cover Ratio) The Debt
Service Cover Ratio is greater than 1.4 times.





 




(c)  

(Guarantor Threshold Test) The Obligors
together:





 




(i)  

directly hold not
less than 95% of Total Tangible Assets; and





 




(ii)  

account for not
less than 95% of the EBITDA of the Group for the Calculation Period
most recently ended prior to that time.





 




21.2  

Calculation
of Financial Covenants








(a)  

Subject to
paragraph (b) below, the financial covenants set out in Clause 21.1
will be tested as at each Calculation Date, with EBITDA, CFADS, Net
Interest Expense, Net Capital Expenditure and other relevant
matters which are calculated for or relate to a period of time
(each a  “Relevant Factor”) being determined
for (or as at the end of) the relevant Calculation Period by
reference to the financial statements and Compliance Certificate
delivered under Clause 20.1 (Financial statements) and Clause 20.2
Provision and contents of
Compliance Certificate), as follows:





 




(i)  

in the case of a
Calculation Period ending on the last day of the Company’s
Financial Year,  the consolidated audited financial
statements for that Financial Year delivered under clause 20.1(a)
(Financial statements);
and





 




(ii)  

in the case of a
Calculation Period ending otherwise than on the last day of the
Company’s Financial Year (the “Relevant Calculation Period”)
calculated as:





 




(A)  

the Relevant Factor
for the Financial Year of the Company most recently ended,
determined by reference to the audited consolidated financial
statements for that Financial Year delivered under Clause 20.1(a)
(Financial statements);
minus





 




(B)  

the aggregate of
the Relevant Factor for the Quarters included in those annual
consolidated Financial Statements which do not fall within the
Relevant Calculation Period, determined by reference to the
quarterly financial statements for those Quarters delivered under
clause 20.1(b) (Financial
statements); plus





 




(C)  

the aggregate of
the Relevant Factor for the Quarters ending after the end of that
Financial Year and on or before the end of the Relevant Calculation
Period, determined by reference to the quarterly financial
statements for those Quarters delivered under clause 20.1(b)
(Financial
statements).





 




(b)  

Until the first
anniversary of Financial Close:





 




(i)  

for the purposes of
the Debt Service Cover Ratio, Net Interest Expense as contained in
the denominator will be tested on the basis of actual numbers as
from Financial Close to the relevant Calculation Date but
annualised for 12 months; and





 




(ii)  

for the purposes of
the Net Leverage Ratio and the Debt Service Cover Ratio, EBITDA
will be calculated on actual figures on a last twelve months
basis.





 

 




22.  

GENERAL
UNDERTAKINGS





 

The undertakings in
this Clause 22 remain in force from the date of this Agreement for
so long as any amount is outstanding under the Finance Documents or
any Commitment is in force.

 




22.1  

Authorisations





Each Obligor shall
maintain all Material Authorisations.

 




22.2  

Compliance
with laws





Each Obligor shall
comply in all respects with all laws and Authorisations to which it
may be subject, where failure so to comply has or is reasonably
likely to have a Material Adverse Effect.

 




22.3  

Accounting
Records





Each Obligor shall
keep proper accounting records.

 




22.4  

Avoid
Environmental Liability





Each Obligor shall
maintain procedures to monitor its compliance with Environmental
Law.

 




22.5  

Corporate
Existence





Each Obligor shall
maintain its corporate existence and its registration in the place
of its registration as at the date of this Agreement.

 




22.6  

Merger





No Obligor shall
enter into any amalgamation, demerger, merger or corporate
reconstruction.

 




22.7  

Constituent
Documents





Each Obligor shall
not change its constituent documents in any manner that is or would
be reasonably like to be detrimental to the interests of the
Finance Parties or which has or would be reasonably likely to have
a Material Adverse Effect.

 




22.8  

Taxation





Each Obligor shall
pay or cause to be paid all Taxes properly payable by it as and
when the same become due and payable, other than any Contested
Taxes, and pay any Contested Taxes promptly upon the final
determination or settlement of any dispute in respect of the
Contested Taxes.

 




22.9  

Structure
Diagram





In the case of the
Company, it shall promptly, upon any change in the corporate
structure of the Group, provide to the Agent an updated structure
diagram that accurately reflects the revised corporate structure of
the Group following that change.

 




22.10  

Conduct
Business





Each Obligor shall
conduct and maintain its business in a proper and efficient manner
and in accordance with normal commercial business practices for a
business of that type, and not do anything which would
substantially change the nature of the business of the Group taken
as a whole from that conducted at the date of this
Agreement.

 




22.11  

Australian
Tax Consolidated Group





Each Australian
Obligor shall:

 




(a)  

comply with the
Australian TSA and the Australian TFA and ensure that a Australian
TSA and a Australian TFA are maintained in full force and effect
and not revoke or terminate them; and





 




(b)  

not amend the
Australian TSA or the Australian TFA where the consequence of doing
so would materially adversely affect that Australian Obligor's
cashflows or financial condition or materially increase its present
or prospective tax liabilities or liabilities under the Australian
TSA or Australian TFA.





 




22.12  

Hedging








(a)  

The Company must
ensure that interest hedging will be undertaken in accordance with
the Hedging Policy to ensure that from no later than the date
falling 3 months after Financial Close until the Maturity Date not
less than 50% of the floating rate exposure under the Facilities is
hedged against interest rate risk.





 




(b)  

The Company must
ensure that any interest rate hedging entered into by the Borrowers
to comply with paragraph (a) above is only with any one or more
Lenders (or their Affiliates) or any other financial institution
approved by the Agent on a secured basis with such hedge
counterparty sharing pari
passu in the Transaction Security.





 




(c)  

The Company must
provide to the Agent as soon as practicable after a request from
the Agent (but in any event within 45 days of that request), a
report summarising the hedged position under the interest rate
hedges and confirming that it is in compliance with this clause
22.12.





 




(d)  

Without the consent
of the Agent, no Obligor will enter into any derivative transaction
for purely speculative purposes or any deliberately out-of-money
hedge.





 




22.13  

Maintain
assets





Each Obligor shall
maintain, preserve and protect its assets in the manner that would
be expected by a prudent person carrying on its
business.

 




22.14  

Maintaining
the Secured Property








(a)  

Each Obligor shall
take all action as is prudent or which the Agent may reasonably
require (having regard to the nature of the Secured Property and
the risks and liabilities applicable to its business and good
operating practices in the industry in which it operates)
to:





 




(i)  

pay on time all
amounts for which it is liable as owner of a property, including
rates and Taxes;





 




(ii)  

keep all Buildings
forming part of its Secured Property in good and tenantable repair
and condition and keep all its other Secured Property in good
working order;





 




(iii)  

promptly and in a
good and workmanlike manner make any repairs, additions and
alterations to its Secured Property necessary
for:





 




(A)  

keeping all
Buildings forming part of its Secured Property in good and
tenantable repair and condition;





 




(B)  

complying with the
requirements of any Governmental Agency in relation to its Secured
Property; and





 




(C)  

complying with any
notice in writing from the Agent to repair any defect in the
condition of its Secured Property;





 




(iv)  

protect its Secured
Property from theft, loss or damage;





 




(v)  

remedy every defect
in its title to any part of its Secured
Property;





 




(vi)  

take or defend all
legal proceedings to protect or recover any of its Secured
Property;





 




(vii)  

keep its Secured
Property valid and subsisting and free from liability to
forfeiture, cancellation, avoidance or loss;





 




(viii)  

maintain all
Authorisations necessary for the effectiveness of a Transaction
Security as a Security Interest (with the priority contemplated in
it and subject to Permitted Security Interests);
and





 




(ix)  

otherwise preserve
and protect its interest in the Secured
Property.





 




(b)  

Each Obligor
shall:





 




(i)  

do everything
reasonably necessary to remove any caveat, notification or dealing
placed on the title to any property without the Agent’s
consent as soon as reasonably practicable but in any event within
15 Business Days after being requested to do so by the
Agent;





 




(ii)  

deposit with the
Security Trustee, all the title documents in respect of any of its
Secured Property, together with executed blank transfers in respect
of the Secured Property to which the title documents relate,
immediately (and in any event within 2 Business Days)
on:





 




(A)  

its execution of
any Security Document covering that Secured Property;
and





 




(B)  

acquisition of any
asset which forms part of its Secured Property and in respect of
which there is a title document; and





 




(iii)  

do anything which
the Agent reasonably requests which more satisfactorily charges or
secures the priority of the Transaction Security created under the
Security Documents, or secures to the Security Trustee its Secured
Property in a manner consistent with any provision of any Finance
Document, or aids in the exercise of any power of a Finance Party,
including, the execution of any document, the delivery of title
documents or the execution and delivery of blank transfers (and,
unless an Event of Default is continuing, the Agent cannot require
an obligation which is more onerous than any obligation contained
in any Finance Document).





 




22.15  

Financial
assistance





Each Obligor will
comply in all respects with Chapter 2J.3 of the Australian
Corporations Act and any equivalent legislation in other
jurisdictions including in relation to the execution of the Finance
Documents.

 




22.16  

Insurance








(a)  

Each Obligor must
insure and keep insured its business and assets with reputable and
substantial insurers against any risks and liabilities to which the
Obligor is exposed to the extent that is prudent having regard to
the risks and liabilities applicable to its business and good
operating practice in the industry in which it operates (and on
reasonable request provide evidence to the Agent of such
insurance).





 




(b)  

Each Obligor must
ensure that every insurance policy required to be maintained by it
under this Clause 22.16 is effected in the name of the Obligor and
the interest of the Security Trustee is noted
on:





 




(i)  

all material asset
protection policies; and





 




(ii)  

other policies
(where usual market practice to do so, but not including
professional indemnity, directors' and officers' liability,
employers' liability, motor vehicle, public liability, workers
compensation insurance or other third party liability
policies).





 




(c)  

Each Obligor must
not do or omit to do, or allow or permit to be done or not done,
anything which would materially prejudice any asset protection or
business disruption insurance policy required under this Clause
22.16.





 




(d)  

Each Obligor must
promptly deliver to the Agent upon request:





 




(i)  

adequate evidence
as to the existence and currency of the asset protection and
business disruption insurances required under this clause;
and





 




(ii)  

any other detail
which the Agent may reasonably require and notify to the Obligor
from time to time.





 




(e)  

The Company must
notify the Agent as soon as reasonably practicable after it becomes
aware of:





 




(i)  

an event which in
relation to the Secured Property gives rise to a claim of
A$2,000,000 or more under an asset protection and business
disruption insurance policy required under this Clause 22.16;
and





 




(ii)  

the cancellation
for any reason of asset protection and business disruption
insurance policy required under this Clause
22.16.





 




22.17  

Access
and Inspection





Each Obligor
undertakes that, while an Event of Default is continuing, the
Obligor must ensure that that Obligor’s premises and assets
(but excluding its business records and information technology and
computer systems) are available during normal business hours for
inspection, at reasonable notice, by any Finance Party and persons
acting on its behalf, and to give reasonable assistance to them to
enable the Finance Party to conduct such inspection, provided that
such inspection does not disrupt the normal conduct of the
Obligor’s business.

 




22.18  

Negative
pledge





Except as permitted
under paragraph (c) below:

 




(a)  

No Obligor shall
create or permit to subsist any Security Interest over any of its
assets.





 




(b)  

Without limiting
paragraph (a), no Obligor shall:





 




(i)  

sell, transfer or
otherwise dispose of any of its assets on terms whereby they are or
may be leased to or re-acquired by an Obligor or any other Group
Member or its Affiliate;





 




(ii)  

sell, transfer or
otherwise dispose of any of its receivables on recourse
terms;





 




(iii)  

enter into any
title retention arrangement in circumstances where the arrangement
or transaction is entered into primarily as a method of raising
Financial Indebtedness or of financing the acquisition of an
asset;





 




(iv)  

enter into any
arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of
accounts; or





 




(v)  

enter into any
other preferential arrangement having a similar
effect.





 




(c)  

Paragraphs (a) and
(b) above do not apply to any Security Interest or arrangement
which is a Permitted Security Interest.





 




22.19  

Financial
Indebtedness





No Obligor shall
incur or permit to subsist any Financial Indebtedness (including
any guarantee of Financial Indebtedness) other than Permitted
Financial Indebtedness.

 




22.20  

Financial
accommodation





No Obligor will
make any financial accommodation available to any person (including
by purchasing debt) other than Permitted Financial
Accommodation.

 




22.21  

Disposals





No Obligor shall
Dispose of any asset other than by way of any Permitted
Disposal.

 




22.22  

Acquisitions








(a)  

No Obligor shall
acquire (or agree to acquire) any asset.





 




(b)  

Paragraph (a) above
does not apply to:





 




(i)  

the acquisition of
an asset from another Obligor;





 




(ii)  

the acquisition of
an asset made in the ordinary course of the Core Business for
arm’s length consideration;





 




(iii)  

the acquisition of
an asset where:





 




(A)  

the total
acquisition cost of all assets acquired by all Obligors under this
paragraph (iii) in the relevant Financial Year does not exceed
A$5,000,000 (or its equivalent in another currency or currencies)
in aggregate; and





 




(B)  

the acquisition is
consistent with the Core Business,





 

except where an
Event of Default subsists and the Agent has notified the Company
that no further Permitted Acquisitions may be made under this
paragraph (iii); or

 




(iii)  

the acquisition of
an asset made with the Agent’s prior written consent (acting
on the instructions of all of the Lenders).





 




22.23  

Joint
Ventures





No Obligor shall
make any investment in (or dispose of or transfer any assets to) a
joint venture or partnership where the aggregate amount of
investment made (whether in a single transaction or a series of
transactions) in any Financial Year exceeds A$2,000,000 (or its
equivalent in another currency or currencies).

 




22.24  

Loans
or credit





No Obligor shall be
a creditor in respect of any Financial Indebtedness other than a
Permitted Financial Accommodation.

 




22.25  

Not
reduce capital





Each Obligor shall
ensure that its capital is not reduced or made capable of being
called up only in certain circumstances.

 




22.26  

Arm’s
length terms








(a)  

Subject to Clause
22.26(b), no Obligor may enter into any transaction with a party
except on arm’s length terms or better than arm’s
length terms.





 




(b)  

No Obligor may
enter into any transaction with the GFN, Bison Capital or its or
their Related Entities (other than with another Obligor) without
the prior written consent of the Agent other than payments to GFN
(or an Affiliate) for insurances provided to the Obligors on
arm’s length terms or better than arm’s length
terms.





 




22.27  

Distributions





No Obligor shall
make a Distribution other than:

 




(a)  

to another Obligor;
or





 




(b)  

a dividend by the
Company when:





 




(i)  

all payments due
and payable under the Facilities have been
satisfied;





 




(ii)  

no Default or
Review Event is continuing or would result from the payment of the
dividend;





 




(iii)  

in relation to
dividends to be made during:





 




(A)  

the 2017/18
Financial Year, the most recent Compliance Certificate delivered to
the Agent confirmed that the Net Leverage Ratio was less than 3.0
times; or





 




(B)  

the 2018/19
Financial Year or any Financial Year thereafter, the most recent
Compliance Certificate delivered to the Agent confirmed that the
Net Leverage Ratio was less than 2.75 times,





 

and, in each case,
that the Net Leverage Ratio is projected to remain so for the 12
month period immediately following the payment of the dividend and
the Debt Service Cover Ratio is projected to remain greater than
1.4 times over that period; and

 




(iv)  

the dividend is the
only dividend made by the Company in respect of the
relevant  quarter and the dividend does not
exceed:





 




(A)  

$A2,125,000 in any
quarter during the first year from Financial
Close;





 




(B)  

A$2,125,000 in any
quarter during the second year from Financial Close;
and





 




(C)  

A$5,125,000 in any
quarter during the third year from Financial
Close.





 




22.28  

Major
Transaction





In the case of an
Obligor that is a New Zealand company, it shall not enter into a
“major transaction” as defined in the NZ Companies Act,
other than the entry into of the Finance Documents.

 




22.29  

Shares





Each Obligor
must:

 




(a)  

(fully paid shares) ensure that each
share is fully paid; and





 




(b)  

(no further shares) not issue shares or
agree to do so or grant a person a right to take up any shares
whether exercisable or not in the future or if a contingency
occurs, except where such shares:





 




(i)  

are fully paid and
issued to its existing shareholders;





 




(ii)  

are issued by the
Company; or





 




(iii)  

form part of the
Secured Property.





 




22.30  

PPS
Law





Each Obligor
must:

 




(a)  

if the Obligor
holds any security interests (as defined under PPS Law) for the
purposes of any PPS Law, promptly take all reasonable steps under
the PPS Law to perfect continuously any such security interest
including all reasonable steps necessary:





 




(i)  

for the Obligor to
obtain the highest ranking priority possible in respect of such
security interest; and





 




(ii)  

to reduce as far as
possible the risk of a third party acquiring an interest free of
the security interest;





 




(b)  

create and
implement appropriate policies and systems which are prudent and in
accordance with good operating practice in the industry in which it
operates, including policies and systems designed to procure that a
lessee or sub-lessee of Secured Property takes appropriate steps
under the PPS Law to continuously perfect all security interests in
the Secured Property in favour of the relevant lessee or sub-lessee
and to:





 




(i)  

obtain the highest
possible priority available to the relevant lessee or sub-lessee
for such security interests;





 




(ii)  

register financing
statements (including by reference to serial number if required or
permitted by any PPS Law) in respect of such security interests;
and





 




(iii)  

reduce to the
maximum extent possible the risk of a third party (including the
holder of a general security agreement) acquiring the Secured
Property free of such security interests; and





 




(c)  

at the Agent's
request (and at the Company’s expense), arrange an audit of
the PPS Law procedures described in this Clause
22.30.  The Agent may ask the Obligor to do this if it
reasonably suspects that the Obligor is not complying with this
clause.





 

 




23.  

EVENTS
OF DEFAULT





 

Each of the events
or circumstances set out in Clause 23 is an Event of Default (save
for Clause 23.17 (Acceleration) and 23.19 (Independent accountant).

 




23.1  

Non-payment





An Obligor does not
pay on the due date any amount payable pursuant to a Finance
Document at the place at, and in the currency in, which it is
expressed to be payable unless:

 




(a)  

its failure to pay
is caused by administrative or technical error or a Disruption
Event; and





 




(b)  

payment is made
within 2 Business Days of its due date.





 




23.2  

Financial
covenants








(a)  

Subject to
paragraph (b), any requirement of Clause 21 (Financial Covenants) is not
satisfied.





 




(b)  

A failure to comply
with Clause 21.1(c) will not constitute an Event of Default if,
within one month after delivery of the most recent Compliance
Certificate, the Company procures that sufficient Group Members
become Guarantors so that Clause 21.1(c) would have been complied
with if those Group Members had been Guarantors as at the end of
the Calculation Period to which that Compliance Certificate was
prepared.





 




23.3  

Other
obligations





An Obligor fails to
perform or comply with any covenant, undertaking or obligation
made, given, agreed or assumed by it under a Finance Document
(other than an obligation referred to in Clause 23.1 (Non-payment) or Clause 23.2
(Financial covenants)) and,
in the case of a failure capable of remedy, that failure has not
been remedied within 10 Business Days of the Agent giving notice to
the Company or the Company becoming aware of the failure to comply,
whichever is the earlier.

 




23.4  

Event
of Insolvency





An Event of
Insolvency occurs in respect of an Obligor.

 




23.5  

Misrepresentation





Any representation
or statement made or deemed to be made by an Obligor in the Finance
Documents or any other document delivered by or on behalf of any
Obligor under or in connection with any Finance Document is or
proves to have been incorrect or misleading (whether by omission or
otherwise) in any material respect when made or deemed to be made
and, if the circumstances giving rise to such incorrect or
misleading representation or statement are capable of remedy, they
have not been remedied within 10 Business Days of the Agent giving
notice to the Company or the Company becoming aware of the
incorrect or misleading representation or statement, whichever is
the earlier.

 




23.6  

Vitiation
or Repudiation of Finance Documents








 

Any Finance
Document:





 




(a)  

is or becomes, or
is claimed by an Obligor or any other party to it (other than a
Finance Party) to be illegal, void, voidable or otherwise
unenforceable in whole or in a material respect;
or





 




(b)  

is repudiated,
rescinded or terminated (otherwise than by effluxion of time, by
discharge or by exercise by an Obligor of a right to do so) or an
Obligor evidences an intention to repudiate, rescind or terminate a
Finance Document.





 




23.7  

Cross
default








(a)  

Any Financial
Indebtedness of an Obligor is not paid when due nor within any
originally applicable grace period.





 




(b)  

Any Financial
Indebtedness of an Obligor is declared to be or otherwise becomes
due and payable prior to its specified maturity as a result of an
event of default or review event (however
described).





 




(c)  

Any commitment for
any Financial Indebtedness of an Obligor is cancelled or suspended
by a creditor of the Obligor as a result of an event of default or
review event (however described).





 




(d)  

Any creditor of an
Obligor becomes entitled to declare any Financial Indebtedness of
the Obligor due and payable prior to its specified maturity as a
result of an event of default or review event (however
described).





 




(e)  

No Event of Default
will occur under paragraphs (a) to (d) of this Clause 23.7 if the
aggregate amount of Financial Indebtedness or commitment for
Financial Indebtedness falling within paragraphs (a) to (d) above
is less than A$2,000,000 (or its equivalent in any other currency
or currencies).





 

 

 




23.8  

Security
Interest





Any Security
Interests over any asset of an Obligor are enforced in respect of
the amount outstanding and secured by those Security Interests
exceeding A$2,000,000 (or its equivalent in any other currency or
currencies).

 




23.9  

Creditors'
process





Any expropriation,
attachment, sequestration, distress or execution (or order to
execute a judgment) is levied against or affects any asset or
assets of an Obligor having an aggregate value of A$2,000,000 (or
its equivalent in any other currency or currencies).

 




23.10  

Cessation
of business





An Obligor ceases,
or threatens to cease, to carry on all or a substantial part of its
business other than as a result of a Permitted
Disposal.

 




23.11  

Change
of Core Business





Without the consent
of the Agent, such consent not to be unreasonably withheld, the
nature of the core business carried on by the Group as a whole
ceases to be in the hire, sale and modification of portable
container solutions in three key product segments: portable
storage, portable buildings and freight based on shipping container
design.

 




23.12  

Change
of Control





A Change of Control
occurs.

 




23.13  

Material
Adverse Effect





Any event or series
of events whether related or not occurs which would have or be
reasonably likely to have a Material Adverse Effect.

 




23.14  

Acquisition





All or part of an
Obligor's assets or any Secured Property is compulsorily acquired
by a Governmental Agency, or a Governmental Agency orders the sale
or divestiture of those assets or Secured Property or takes a step
for the purpose of doing, or proposes to do, any of those things
which has a Material Adverse Effect.

 




23.15  

Revocation
of Material Authorisation





Any Material
Authorisation is revoked or is not renewed or
reissued.

 




23.16  

Judgment





Any judgment is
obtained against an Obligor for an amount exceeding A$2,000,000 or
its equivalent in another currency, or judgments are obtained
against one or more Obligors for an aggregate amount exceeding
A$2,000,000 (or its equivalent in any other currency or currencies)
and are not paid within the time for payment.

 




23.17  

Reduction
of capital





Except to the
extent funded out of a Permitted Distributions, without the prior
consent of the Agent, an Obligor:

 




(a)  

reduces its capital
(including as a purchaser of its shares);





 




(b)  

passes a resolution
to reduce its capital or authorises it to purchase its shares or a
resolution under Chapter 2J of the Australian Corporations Act or
an equivalent provision, or calls a meeting to consider such a
resolution; or





 




(c)  

applies to a court
to call any such meeting or to sanction any such resolution or
reduction.





 




23.18  

Acceleration





On and at any time
after the occurrence of an Event of Default which is continuing the
Agent may, and shall if so directed by the Majority
Lenders:

 




(a)  

by notice to the
Company:





 




(i)  

cancel the Total
Commitments whereupon they shall immediately be
cancelled;





 




(ii)  

declare that all or
part of the Loans, together with accrued interest, and all other
amounts accrued or outstanding under the Finance Documents be
immediately due and payable, whereupon they shall become
immediately due and payable;





 




(iii)  

declare that all or
part of the Loans be payable on demand, whereupon they shall
immediately become payable on demand by the Agent on the
instructions of the Majority Lenders;





 




(b)  

exercise or direct
the Security Trustee under the Security Trust Deed to exercise any
or all of its rights, remedies, powers or discretions under the
Finance Documents.





 

The Agent may give
notice of any or all of these things.

 




23.19  

 Independent
expert








(a)  

Without limiting
the rights of the Finance Parties under this Agreement, at any time
after the occurrence of a Default which is continuing the Agent
may, and shall if so directed by the Majority Lenders, by notice to
the Company appoint a firm of independent accountants, insolvency
practitioners or other experts to review, investigate and report to
the Agent and the Finance Parties on the affairs, performance,
financial condition and business of any
Obligor.





 




(b)  

Each Obligor
authorises the disclosure to the Agent and the Finance Parties and
their advisers of all information and documentation in connection
with the investigation and shall do everything in its power to
ensure any review and report referred to in paragraph (a) above can
be carried out promptly, completely and accurately. Without
limitation, it shall co-operate fully with the review and ensure
that the accountants and experts are given access to all premises
and records of each Obligor and are given all information
concerning any Obligor which they require from time to
time.





 




(c)  

Each Obligor shall
pay the costs of the above experts on demand by the
Agent.





 

 

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
9

CHANGES
TO PARTIES

 

 




24.  

CHANGES
TO THE LENDERS





 




24.1  

Assignments
and novations by the Lenders





Subject to this
Clause 24, a Lender (the "Existing
Lender") may:

 




(a)  

assign any of its
rights; or





 




(b)  

novate any of its
rights and obligations,





 

under the Finance
Documents to another bank or financial institution or to a trust,
fund or other entity which is regularly engaged in or established
for the purpose of making, purchasing or investing in loans,
securities or other financial assets (including credit derivatives)
(the "New
Lender").

 




24.2  

Conditions
of assignment or novation








(a)  

Unless an Event of
Default is continuing, the Lender will consult with the Company
prior to any such assignment or transfer but, for the avoidance of
doubt, the consent of the Company is not required for an assignment
or transfer by a Lender.





 




(b)  

An assignment will
only be effective:





 




(i)  

on receipt by the
Agent (whether in the Assignment Agreement or otherwise) of written
confirmation from the New Lender (in form and substance
satisfactory to the Agent) that the New Lender will assume the same
obligations to the other Finance Parties as it would have been
under if it was an Original Lender;





 




(ii)  

on performance by
the Agent of all its necessary "know your customer" or other
similar checks under all applicable laws and regulations in
relation to such assignment to a New Lender, the completion of
which the Agent shall promptly notify to the Existing Lender and
the New Lender; and





 




(iii)  

on receipt by the
Agent of confirmation from the Security Trustee that the Security
Trustee has performed all its necessary "know your customer" or
other similar checks under all applicable laws and regulations in
relation to such assignment to a New Lender (the receipt of which
the Agent shall promptly notify to the Existing Lender and the New
Lender) and the New Lender has become bound by a relevant
Beneficiary Accession Deed (as defined in the Security Trust
Deed).





 




(c)  

A novation will
only be effective:





 




(i)  

if the procedure
set out in Clause 24.5 (Procedure
for novation) is complied with;





 




(ii)  

on performance by
the Agent of all its necessary "know your customer" or other
similar checks under all applicable laws and regulations in
relation to such novation to a New Lender, the completion of which
the Agent shall promptly notify to the Existing Lender and the New
Lender; and





 




(iii)  

on receipt by the
Agent of confirmation from the Security Trustee that the Security
Trustee has performed all its necessary "know your customer" or
other similar checks under all applicable laws and regulations in
relation to such novation to a New Lender (the receipt of which the
Agent shall promptly notify to the Existing Lender and the New
Lender) and the New Lender has become bound by a relevant
Beneficiary Accession Deed (as defined in the Security Trust
Deed).





 




(d)  

If:





 




(i)  

a Lender assigns or
novates any of its rights or obligations under the Finance
Documents or changes its Facility Office; and





 




(ii)  

as a result of
circumstances existing at the date the assignment, novation or
change occurs, an Obligor would be obliged to make a payment to the
New Lender or Lender acting through its new Facility Office under
Clause 13 (Tax gross-up and
indemnities) or Clause 14 (Increased Costs),





 

then the New Lender
or Lender acting through its new Facility Office is only entitled
to receive payment under those Clauses to the same extent as the
Existing Lender or Lender acting through its previous Facility
Office would have been if the assignment, novation or change had
not occurred.

 




(e)  

Clause 24.2(d)
shall not apply where the payment is in relation to Australian
Withholding Tax and the New Lender, or Lender acting through its
new Facility Office, is not an Offshore Associate of the Borrower
(provided that at no time shall the Obligors be liable to make
payments for Australian Withholding Tax in respect of Commitments
in excess of A$50,000,000 (or its equivalent in another currency or
currencies) held by New Lenders or a Lender acting through its new
Facility Office where the liability to make such payment would not
exist other than pursuant to this paragraph (e)).  In
such instances, the New Lender, or Lender acting through its new
Facility Office will be entitled to full payment under Clause 13
(Tax gross-up and
indemnities).





 




(f)  

Each New Lender, by
executing the relevant Transfer Certificate or Assignment
Agreement, confirms, for the avoidance of doubt, that the Agent has
authority to execute on its behalf any amendment or waiver that has
been approved by or on behalf of the requisite Lender or Lenders in
accordance with this Agreement on or prior to the date on which the
novation or assignment becomes effective in accordance with this
Agreement and that it is bound by that decision to the same extent
as the Existing Lender would have been had it remained a
Lender.





 




(g)  

A Lender may not
assign or novate any of its rights or obligations under the Finance
Documents or change its Facility Office, if the New Lender or the
Lender acting through its new Facility Office would be entitled to
exercise any rights under Clause 7.1 (Illegality) as a result of
circumstances existing as at the date the assignment, novation or
change is proposed to occur.





 




(h)  

A Lender may enter
into funded or unfunded sub-participations or risk participation
arrangements, collateralised loan obligation, collateralised debt
obligation, or any similar arrangement without notice to or consent
of any other person provided that the Lender remains the lender of
record.





 




24.3  

Assignment
or novation fee





The New Lender
shall, on the date upon which an assignment or novation takes
effect, pay to the Agent (for its own account) a fee of A$3,000
plus GST.

 




24.4  

Limitation
of responsibility of Existing Lenders








(a)  

Unless expressly
agreed to the contrary, an Existing Lender makes no representation
or warranty and assumes no responsibility to a New Lender
for:





 




(i)  

the legality,
validity, effectiveness, adequacy or enforceability of the Finance
Documents or any other documents;





 




(ii)  

the financial
condition of any Obligor or any other person;





 




(iii)  

the performance and
observance by any Obligor or any other person of its obligations
under the Finance Documents or any other documents;
or





 




(iv)  

the accuracy of any
statements (whether written or oral) made in or in connection with
any Finance Document or any other document,





 

and any
representations or warranties implied by law are
excluded.

 




(b)  

Each New Lender
confirms to the Existing Lender and the other Finance Parties that
it:





 




(i)  

has made (and shall
continue to make) its own independent investigation and assessment
of the financial condition and affairs of each Obligor and its
related entities and any other person in connection with its
participation in this Agreement and has not relied exclusively on
any information provided to it by the Existing Lender in connection
with any Finance Document; and





 




(ii)  

will continue to
make its own independent appraisal of the creditworthiness of each
Obligor and its related entities and any other person whilst any
amount is or may be outstanding under the Finance Documents or any
Commitment is in force.





 




(c)  

Nothing in any
Finance Document obliges an Existing Lender to:





 




(i)  

accept a novation
or re-assignment from a New Lender of any of the rights and
obligations assigned or novated under this Clause 24;
or





 




(ii)  

support any losses
directly or indirectly incurred by the New Lender by reason of the
non-performance by any Obligor or any other person of its
obligations under the Finance Documents or
otherwise.





 




24.5  

Procedure
for novation








(a)  

Subject to the
conditions set out in Clause 24.2 (Conditions of assignment or novation) a
novation is effected in accordance with paragraph (e) below when
the Agent executes an otherwise duly completed Transfer Certificate
delivered to it by the Existing Lender and the New
Lender.  The Agent shall, as soon as reasonably
practicable after receipt by it of a duly completed Transfer
Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this
Agreement, execute that Transfer Certificate.





 




(b)  

The Agent shall
only be obliged to execute a Transfer Certificate delivered to it
by the Existing Lender and the New Lender once it is satisfied it
has complied with all necessary "know your customer" or other
similar checks under all applicable laws and regulations in
relation to the transfer to such New Lender.





 




(c)  

The Agent may
refrain from executing a Transfer Certificate pending satisfaction
of Clause 24.2(b)(ii) and acting reasonably, may delay executing a
Transfer Certificate pending a payment, distribution or Utilisation
under or in respect of the Finance Documents.





 




(d)  

Each Party other
than the Existing Lender irrevocably authorises the Agent to
execute any Transfer Certificate on its behalf.





 




(e)  

On the Transfer
Date:





 




(i)  

to the extent that
in the Transfer Certificate the Existing Lender seeks to novate its
rights and obligations under the Finance Documents each of the
Obligors and the Existing Lender shall be released from further
obligations towards one another under the Finance Documents and
their respective rights against one another under the Finance
Documents shall be cancelled (being the "Discharged Rights and
Obligations");





 




(ii)  

each of the
Obligors and the New Lender shall assume obligations towards one
another and/or acquire rights against one another which differ from
the Discharged Rights and Obligations only insofar as that Obligor
and the New Lender have assumed and/or acquired the same in place
of that Obligor and the Existing Lender;





 




(iii)  

the Agent, the
Security Trustee, the Arranger, the New Lender and other Lenders
shall acquire the same rights and assume the same obligations
between themselves as they would have acquired and assumed had the
New Lender been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the novation
and to that extent the Agent, the Security Trustee, the Arranger
and the Existing Lender shall each be released from further
obligations to each other under the Finance
Documents;





 




(iv)  

the New Lender
shall become a Party as a "Lender" and entitled to the benefits of
any other document entered into by the Agent as agent for the
Lenders and will be bound by obligations equivalent to the Relevant
Obligations (as defined in Clause 24.6(c)(ii) below);
and





 




(v)  

for the purposes of
this Agreement, rights and obligations will be taken to have been
transferred under a Transfer Certificate even though it operates as
a novation and rights and obligations are replaced rather than
transferred.





 




24.6  

Procedure
for assignment








(a)  

Subject to the
conditions set out in Clause 24.2 (Conditions of assignment or novation)
an assignment may be effected in accordance with paragraph (c)
below when the Agent executes an otherwise duly completed
Assignment Agreement delivered to it by the Existing Lender and the
New Lender.  The Agent shall, subject to paragraph (b)
below, as soon as reasonably practicable after receipt by it of a
duly completed Assignment Agreement appearing on its face to comply
with the terms of this Agreement and delivered in accordance with
the terms of this Agreement, execute that Assignment
Agreement.





 




(b)  

The Agent shall
only be obliged to execute an Assignment Agreement delivered to it
by the Existing Lender and the New Lender once it is satisfied it
has complied with all its necessary "know your customer" or other
similar checks under all applicable laws and regulations in
relation to the assignment to such New Lender.





 




(c)  

On the Transfer
Date:





 




(i)  

the Existing Lender
will assign absolutely to the New Lender the rights under the
Finance Documents expressed to be the subject of the assignment in
the Assignment Agreement;





 




(ii)  

the Existing Lender
will be released by each Obligor and the other Finance Parties from
the obligations owed by it (the "Relevant Obligations") and expressed to
be the subject of the release in the Assignment Agreement;
and





 




(iii)  

the New Lender
shall become a Party as a "Lender" and entitled to the benefits of
any other document entered into by the Agent as agent for the
Lenders and will be bound by obligations equivalent to the Relevant
Obligations.





 




(d)  

Lenders may utilise
procedures other than those set out in this Clause 24.6 to assign
(including by equitable assignment) their rights under the Finance
Documents (but not, without the consent of the relevant Obligor or
unless in accordance with Clause 24.5 (Procedure for novation), to obtain a
release by that Obligor from the obligations owed to that Obligor
by the Lenders nor the assumption of equivalent obligations by a
New Lender) provided that they comply with the conditions set out
in Clause 24.2 (Conditions of
assignment or novation).





 




24.7  

Copy
of Transfer Certificate or Assignment Agreement to
Company





The Agent shall, as
soon as reasonably practicable after it has executed a Transfer
Certificate or an Assignment Agreement, send to the Company a copy
of that Transfer Certificate or Assignment Agreement.

 




24.8  

Security
over Lenders' rights





In addition to the
other rights provided to Lenders under this Clause 24, each Lender
may without consulting with or obtaining consent from any Obligor,
at any time charge, assign or otherwise create Security Interest in
or over (whether by way of collateral or otherwise) all or any of
its rights under any Finance Document to secure obligations of that
Lender including:

 




(a)  

any charge,
assignment or other Security Interest to secure obligations to a
federal reserve or central bank; and





 




(b)  

any charge,
assignment or other Security Interest granted to any holders (or
trustee or representatives of holders) of obligations owed, or
securities issued, by that Lender as security for those obligations
or securities,





 

except that no such
charge, assignment or Security Interest shall:

 




(i)  

release a Lender
from any of its obligations under the Finance Documents or
substitute the beneficiary of the relevant charge, assignment or
Security for the Lender as a party to any of the Finance Documents;
or





 




(ii)  

require any
payments to be made by an Obligor other than or in excess of, or
grant to any person any more extensive rights than, those required
to be made or granted to the relevant Lender under the Finance
Documents.





 

 




25.  

CHANGES
TO THE OBLIGORS





 




25.1  

Assignments
and novation by Obligors





No Obligor may
assign any of its rights or novate any of its rights or obligations
under the Finance Documents.

 




25.2  

Additional
Borrowers








(a)  

Subject to
compliance with the provisions of Clauses 20.9(c) and 20.9(d)
(“Know
your customer”
checks), the Company may
request that any of its wholly owned Subsidiaries becomes an
Additional Borrower.  That Subsidiary shall become an
Additional Borrower if:





 




(i)  

the Majority
Lenders approve the addition of that
Subsidiary;





 




(ii)  

the Company
delivers to the Agent a duly completed and executed Accession
Letter;





 




(iii)  

unless that
Subsidiary is, at that time, a “Security Provider”
under the Security Trust Deed, it accedes to the Security Trust
Deed as a “Security Provider” by signing and delivering
to the Security Trustee a Security Provider Accession Deed (as
defined in the Security Trust Deed) and any other documents or
information required under the Security Trust
Deed;





 




(iv)  

the Company
confirms that no Default is continuing or would occur as a result
of that Subsidiary becoming an Additional Borrower;
and





 




(v)  

the Agent has
received all of the documents and other evidence listed in Part II
of Schedule 2 (Conditions
precedent) in relation to that Additional Borrower, each in
form and substance satisfactory to the Agent acting on the
instructions of all Lenders.





 




(b)  

The Agent shall
notify the Company and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it
acting on the instructions of all Lenders) all the documents and
other evidence listed in Part II of Schedule 2 (Conditions
precedent).





 




(c)  

The Agent shall not
be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever as a result of
giving any such notification.





 




25.3  

Resignation
of a Borrower








(a)  

The Company may
request that a Borrower ceases to be a Borrower by delivering to
the Agent a Resignation Letter.





 




(b)  

The Agent shall
accept a Resignation Letter and notify the Company and the Lenders
of its acceptance if:





 




(i)  

no Default is
continuing or would result from the acceptance of the Resignation
Letter (and the Company has confirmed this is the case);
and





 




(ii)  

the Borrower is
under no actual or contingent obligations as a Borrower under any
Finance Documents,





 

whereupon that
company shall cease to be a Borrower and shall have no further
rights or obligations under the Finance Documents as a Borrower
(and without prejudice to any obligations it may have as a
Guarantor).

 




25.4  

Additional
Guarantors








(a)  

Subject to
compliance with the provisions of Clauses 20.9(c) and 20.9(d)
("Know your customer"
checks), the Company may request that any of its wholly
owned Subsidiaries become an Additional Guarantor.  That
Subsidiary shall become an Additional Guarantor
if:





 




(i)  

the Company
delivers to the Agent a duly completed and executed Accession
Letter;





 




(ii)  

the Agent has
received all of the documents and other evidence listed in Part II
of Schedule 2 (Conditions
precedent) in relation to that Additional Guarantor, each in
form and substance satisfactory to the Agent acting on the
instructions of all Lenders; and





 




(iii)  

unless that
Subsidiary is, at that time, a “Security Provider”
under the Security Trust Deed, it accedes to the Security Trust
Deed as a “Security Provider” by signing and delivering
to the Security Trustee a Security Provider Accession Deed (as
defined in the Security Trust Deed) and any other documents or
information required under the Security Trust
Deed.





 




(b)  

The Agent shall
notify the Company and the Lenders promptly upon being satisfied
that it has received (in form and substance satisfactory to it
acting on the instructions of all Lenders) all the documents and
other evidence listed in Part II of Schedule 2 (Conditions
precedent).





 




(c)  

The Agent shall not
be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever as a result of
giving any such notification.





 




25.5  

Repetition
of Representations





Delivery of an
Accession Letter constitutes confirmation by the relevant
Subsidiary that the Repeating Representations are true and correct
in relation to it as at the date of delivery as if made by
reference to the facts and circumstances then
existing.

 




25.6  

Resignation
of a Guarantor








(a)  

The Company may
request that a Guarantor (other than the Company) ceases to be a
Guarantor by delivering to the Agent a Resignation
Letter.





 




(b)  

The Agent shall
accept a Resignation Letter and notify the Company and the Lenders
of its acceptance if:





 




(i)  

the Company
continues to comply with clause 21.1(c) (Financial Covenants) immediately
following the resignation and no Default is continuing or would
result from the acceptance of the Resignation Letter (and the
Company has confirmed this is the case); or





 




(ii)  

all the Lenders
have consented to the Company's request,





 

whereupon that
company shall cease to be a Guarantor and shall have no further
rights or obligations under the Finance Documents as a
Guarantor.

 

 




26.  

RESTRICTION
ON DEBT PURCHASE TRANSACTIONS





 




26.1  

Prohibition
on Debt Purchase Transactions by Borrower
Affiliates





Without limiting
Clause 24.2 (Conditions of
assignment or novation), the Company shall not, and shall
procure that each Borrower Affiliate shall not, be a Lender or
enter into any Debt Purchase Transactions or beneficially own or
control all or a material part of the equity of an entity that is a
Lender or a party to a Debt Purchase Transaction.

 




26.2  

Disenfranchisement
on Debt Purchase Transactions entered into by Borrower
Affiliates








(a)  

Subject to Clause
24.2 (Conditions of assignment or
novation), for so long as a Borrower Affiliate  (i) beneficially
owns any participation in a Utilisation drawn utilising a
Commitment or (ii) has entered into a Debt Purchase Transaction
relating to such a participation or Commitment and such agreement
or arrangement has not been terminated:





 




(i)  

in ascertaining
whether the Majority Lenders, all Lenders or Lenders representing
any given percentage of the Total Commitments give a consent,
approval, waiver, amendment, instructions or other decision under
the Finance Documents such participation and Commitment shall be
deemed to be zero; and





 




(ii)  

for the purposes of
Clause 36.2 (All Lender
matters), such Borrower Affiliate or the person with whom it
has entered into such sub-participation, other agreement or
arrangement shall be deemed not to be a Lender (unless it is a
Lender with another Commitment and is not a Borrower
Affiliate).





 




(b)  

Each Lender shall
promptly notify the Agent in writing if:





 




(i)  

it knowingly enters
into a Debt Purchase Transaction with a Borrower Affiliate;
or





 




(ii)  

such transaction is
terminated or ceases to be with a Borrower
Affiliate.





 




(c)  

Each Borrower
Affiliate that is a Lender agrees that:





 




(i)  

unless the Agent
otherwise agrees, it shall not attend or participate any meeting or
conference call of Lenders or be entitled to receive the agenda or
any minutes; and





 




(ii)  

in its capacity as
Lender, unless the Agent otherwise agrees, it shall not be entitled
to receive any report or other document prepared at the behest of,
or on the instructions of, the Agent or one or more of the
Lenders.





 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
10

THE
FINANCE PARTIES

 

 




27.  

ROLE
OF THE AGENT, THE ARRANGER AND THE REFERENCE
BANKS





 




27.1  

Appointment
of the Agent








(a)  

Each of the
Arranger and the Lenders appoints the Agent to act as its agent
under and in connection with the Finance Documents.  The
Agent will be agent for the Arranger and the Lenders except as
described in paragraph (c) below.





 




(b)  

Each of the
Arranger and the Lenders authorises the Agent to perform the
duties, obligations and responsibilities and to exercise the
rights, powers, authorities and discretions specifically given to
the Agent under or in connection with the Finance Documents
together with any other incidental rights, powers, authorities and
discretions.





 




(c)  

Where the Agent
provides services in connection with the administration of the
Utilisations, that is when it calculates rates and amounts, keeps
records, receives and distributes payments and information received
under Clauses 20.1 (Financial
statements) and 20.7 (Information: miscellaneous), and
receives and deals with Utilisation Requests, it does not provide
those services as agent for the Arranger or the Lenders, but as
principal, but the remainder of this Clause 27 still
applies.





 




27.2  

Instructions








(a)  

The Agent
shall:





 




(i)  

unless a contrary
indication appears in a Finance Document, exercise or refrain from
exercising any right, power, authority or discretion vested in it
as Agent in accordance with any instructions given to it
by:





 




(A)  

all Lenders if the
relevant Finance Document stipulates the matter is an all Lender
decision; and





 




(B)  

in all other cases,
the Majority Lenders if the relevant Finance Document stipulates
the matter is a Majority Lender decision; and





 




(ii)  

not be liable for
any act (or omission) if it acts (or refrains from acting) in
accordance or as permitted by this Clause 27.2.





 




(b)  

The Agent shall be
entitled to request instructions, or clarification of any
instruction, from the Majority Lenders (or, if the relevant Finance
Document stipulates the matter is a decision for any other Lender
or group of Lenders, from that Lender or group of Lenders) as to
whether, and in what manner, it should exercise or refrain from
exercising any right, power, authority or
discretion.  The Agent may refrain from acting unless and
until it receives any such instructions or clarification that it
has requested.





 




(c)  

If the Agent
consults the Majority Lenders (or, if the relevant Finance Document
stipulates the matter is a decision for any other Lender or group
of Lenders, from that Lender or group of Lenders) to seek
instructions in connection with a matter in respect of which the
Agent is required under this Agreement to form an
opinion,  act reasonably or in good faith or not to
unreasonably withhold or delay consent or approval (or any
combination of these), each Lender must act in the same manner in
giving instructions.  If the Agent receives such
instructions, it may rely on them and it has no duty to consider
whether a Lender has acted reasonably or in good faith or formed
the relevant opinion and is deemed to have complied with any
reasonableness or good faith requirement or formed the relevant
opinion (as applicable) in the relevant clause and will have no
liability for so acting. For the avoidance of doubt, the limitation
of the Agent’s liability in this paragraph will not affect or
limit the obligations or liabilities of any Lender to any Obligor
in respect of any matter the subject of such
limitation.





 




(d)  

Save in the case of
decisions stipulated to be a matter for any other Lender or group
of Lenders under the relevant Finance Document and unless a
contrary indication appears in a Finance Document, any instructions
given to the Agent by the Majority Lenders shall override any
conflicting instructions given by any other Parties and will be
binding on all Finance Parties.





 




(e)  

The Agent may
refrain from acting in accordance with any instructions of any
Lender or group of Lenders until it has received any
indemnification and/or security that it may in its discretion
require (which may be greater in extent than that contained in the
Finance Documents and which may include payment in advance) for any
cost, loss or liability which it may incur in complying with those
instructions.  The Agent may specify that the security be
cash, in which case the Company must provide it on request, failing
which each Lender must on request pay its proportion of the cash
according to its Commitment.  Any amount recovered by the
Agent under any security will be taken to be an amount paid by the
party which provided that security.





 




(f)  

In the absence of
instructions, the Agent is not obliged to act, but may act in what
it (in its sole discretion) considers to be in the best interests
of the Lenders.





 




(g)  

The Agent is not
authorised to act on behalf of a Lender (without first obtaining
that Lender's consent) in any legal or arbitration proceedings
relating to any Finance Document.





 




(h)  

Without limiting
any other provision of any Finance Document, the Facility Agent
may:





 




(i)  

act or refrain from
acting notwithstanding any conflict of interest;
and





 




(ii)  

do anything which
in its opinion is necessary for it to comply with any
law.





 




27.3  

Duties
of the Agent








(a)  

The Agent's duties
under the Finance Documents are solely mechanical and
administrative in nature.





 




(b)  

Subject to
paragraph (c) below, the Agent shall promptly forward to a Party
the original or a copy of any document which is delivered to the
Agent for that Party by any other Party.





 




(c)  

Without prejudice
to Clause 24.7 (Copy of Transfer
Certificate or Assignment Agreement to Company) paragraph
(b) above shall not apply to any Transfer Certificate or to any
Assignment Agreement.





 




(d)  

Except where a
Finance Document specifically provides otherwise, the Agent is not
obliged to review or check the adequacy, accuracy or completeness
of any document it forwards to another Party.





 




(e)  

If the Agent
receives notice from a Party referring to this Agreement,
describing a Default or a Review Event and stating that the
circumstance described is a Default or a Review Event it shall
promptly notify the other Finance Parties.





 




(f)  

If the Agent is
aware of the non-payment of any principal, interest, commitment fee
or other fee payable to a Finance Party (other than the Agent or
the Arranger) under this Agreement it shall promptly notify the
other Finance Parties.





 




(g)  

The Agent shall
have only those duties, obligations and responsibilities expressly
specified in the Finance Documents to which it is expressed to be a
party (and no others shall be implied).





 




(h)  

If the Agent
receives a request by a Lender, the Agent will provide a privacy
notice (in the form recommended by the Asia Pacific Loan Market
Association (Australian Branch) or as otherwise directed by a
Finance Party) to a representative of the officers of an Obligor
whose personal information has been collected on behalf of the
Finance Parties, which details the manner in which personal
information collected in connection with this Agreement may be used
and disclosed by the Finance Parties.





 




27.4  

Role
of the Arranger





Except as
specifically provided in the Finance Documents, the Arranger has no
obligations of any kind to any other Party under or in connection
with any Finance Document.

 




27.5  

No
fiduciary duties








(a)  

Nothing in any
Finance Document constitutes the Agent or the Arranger as a trustee
or fiduciary of any other person.





 




(b)  

Neither the Agent
nor the Arranger shall be bound to account to any Lender for any
sum or the profit element of any sum received by it for its own
account.





 




27.6  

Business
with the Group





The Agent and the
Arranger may accept deposits from, lend money to, receive fees or
other payments from and generally engage in any kind of banking,
financial, trust, agency or other business with any Group
Member.

 




27.7  

Rights
and discretions








(a)  

The Agent
may:





 




(i)  

rely on any
representation, communication, notice or document believed by it to
be genuine, correct and appropriately
authorised;





 




(ii)  

assume
that:





 




(A)  

any instructions
received by it from the Majority Lenders, any Lenders or any group
of Lenders are duly given in accordance with the terms of the
Finance Documents; and





 




(B)  

unless it has
received notice of revocation, that those instructions have not
been revoked; and





 




(iii)  

rely on a written
statement from any person:





 




(A)  

as to any matter of
fact or circumstance which might reasonably be expected to be
within the knowledge of that person; or





 




(B)  

to the effect that
such person approves of any particular dealing, transaction, step,
action or thing,





 

as sufficient
evidence that that is the case and, in the case of paragraph (A)
above, may assume the truth and accuracy of that
statement.

 




(b)  

The Agent may
assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:





 




(i)  

no Default or
Review Event has occurred (unless it has actual knowledge of a
Default arising under Clause 23.1 (Non-payment));





 




(ii)  

any right, power,
authority or discretion vested in any Party or any group of Lenders
has not been exercised; and





 




(iii)  

any notice or
request made by the Company (other than a Utilisation Request) is
made on behalf of and with the consent and knowledge of all the
Obligors.





 




(c)  

The Agent may
engage and pay for the advice or services of any lawyers,
accountants, surveyors or other experts or professional
advisers.





 




(d)  

Without prejudice
to the generality of paragraph (c) above or paragraph (e) below,
the Agent may at any time engage and pay for the services of any
lawyers to act as independent counsel to the Agent (and so separate
from any lawyers instructed by the Lenders) if the Agent in its
reasonable opinion deems this to be necessary.





 




(e)  

The Agent may rely
on the advice or services of any lawyers, accountants, tax
advisers, surveyors or other professional advisers or experts
(whether obtained by the Agent or by any other Party) and shall not
be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever arising as a result
of its so relying.





 




(f)  

The Agent may act
in relation to the Finance Documents through its officers,
employees, secondees and agents.





 




(g)  

Unless a Finance
Document expressly provides otherwise the Agent may disclose to any
other Party any information it reasonably believes it has received
as Agent under this Agreement.





 




(h)  

Without limiting
paragraph (g) above, the Agent may disclose the identity of a
Defaulting Finance Party to the other Finance Parties and the
Company and shall disclose it on the written request of the Company
or the Majority Lenders.





 




(i)  

Notwithstanding any
other provision of any Finance Document to the contrary, neither
the Agent nor the Arranger is obliged to do or omit to do anything
if it would or might in its reasonable opinion constitute a breach
of any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.





 




(j)  

Notwithstanding any
provision of any Finance Document to the contrary, the Agent is not
obliged to expend or risk its own funds or otherwise incur any
financial liability in the performance of its duties, obligations
or responsibilities or the exercise of any right, power, authority
or discretion if it has grounds for believing the repayment of such
funds or adequate indemnity against, or security for, such risk or
liability is not reasonably assured to it.





 




(k)  

The Parties need
not enquire whether any instructions from all or a percentage of
Lenders or the Majority Lenders have been given to the Agent or as
to the terms of those instructions.  As between the other
Parties on the one hand and the Agent and Lenders on the other,
everything done by the Agent under or in relation to the Finance
Documents will be taken to be authorised.





 




(l)  

The Agent will only
be deemed to have knowledge, actual awareness or notice of a thing,
or grounds or reason to believe a thing, if the officers or
employees of the Agent having day to day responsibility for the
administration of the Agent's Obligations under the Finance
Documents have actual notice, actual awareness or actual notice of
that thing or reason to believe that thing.





 




27.8  

Responsibility
for documentation





Neither the Agent
nor the Arranger is responsible or liable for:

 




(a)  

the adequacy,
accuracy or completeness of any information (whether oral or
written) supplied by the Agent, the Arranger, an Obligor or any
other person given in or in connection with any Finance Document or
the transactions contemplated in the Finance Documents or any other
agreement, arrangement or document; or





 




(b)  

the legality,
validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document;
or





 




(c)  

any determination
as to whether any information provided or to be provided to any
Finance Party is non-public information the use of which may be
regulated or prohibited by applicable law or regulation relating to
insider dealing or otherwise.





 




27.9  

No
duty to monitor





The Agent shall not
be bound to enquire:

 




(a)  

whether or not any
Default or Review Event has occurred;





 




(b)  

as to credit or
financial condition of any Party or the performance, default or any
breach by any Party of its obligations under any Finance Document
or any other agreement, arrangement or
document;





 




(c)  

whether any other
event specified in any Finance Document has occurred;
or





 




(d)  

whether any Finance
Document or any other document received by it is or contains a
security interest under any PPS Law.





 




27.10  

Exclusion
of liability








(a)  

Without limiting
paragraph (b) below (and without prejudice to any other provision
of any Finance Document excluding or limiting the liability of the
Agent), the Agent will not be liable for:





 




(i)  

any damages, costs
or losses to any person, any diminution in value, or any liability
whatsoever arising as a result of taking or not taking any action
under or in connection with any Finance Document, unless directly
caused by its gross negligence or Wilful
Default;





 




(ii)  

exercising, or not
exercising, any right, power, authority or discretion given to it
by, or in connection with, any Finance Document or any other
agreement, arrangement or document entered into, made or executed
in anticipation of, under or in connection with, any Finance
Document, other than by reason of its gross negligence or Wilful
Default; or





 




(iii)  

without prejudice
to the generality of  paragraphs (i) and (ii) above, any
damages, costs or losses to any person, any diminution in value or
any liability whatsoever (including, without limitation, for
negligence or any other category of liability whatsoever but not
including any claim based on the fraud of the Agent) arising as a
result of:





 




(A)  

any act, event or
circumstance not reasonably within its control;
or





 




(B)  

the general risks
of investment in, or the holding of assets in, any
jurisdiction,





 

including (in each
case and without limitation) such damages, costs, losses to any
person, any diminution in value or any liability arising as a
result of: nationalisation, expropriation or other governmental
actions; any regulation, currency restriction, devaluation or
fluctuation; market conditions affecting the execution or
settlement of transactions or the value of assets (including any
Disruption Event); breakdown, failure or malfunction of any third
party transport, telecommunications, computer services or systems;
natural disasters or acts of God; war, terrorism, insurrection or
revolution; or strikes or industrial action.

 




(b)  

No Party (other
than the Agent) may take any proceedings against any officer,
employee or agent of the Agent in respect of any claim it might
have against the Agent or in respect of any act or omission of any
kind by that officer, employee or agent in relation to any Finance
Document and any officer, employee or agent of the Agent may rely
on this Clause.





 




(c)  

The Agent will not
be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to
be paid by the Agent if the Agent has taken all necessary steps as
soon as reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement
system used by the Agent for that purpose.





 




(d)  

Nothing in this
Agreement shall oblige the Agent or the Arranger to carry
out:





 




(i)  

any "know your
customer" or other checks in relation to any person;
or





 




(ii)  

any check on the
extent to which any transaction contemplated by this Agreement
might be unlawful for any Lender or for any Affiliate of any
Lender,





 

on behalf of any
Lender and each Lender confirms to the Agent and the Arranger that
it is solely responsible for any such checks it is required to
carry out and that it may not rely on any statement in relation to
such checks made by the Agent or the Arranger.

 




(e)  

Without prejudice
to any provision of any Finance Document excluding or limiting the
Agent's liability, any liability of the Agent arising under or in
connection with any Finance Document shall be limited to the amount
of actual loss which has been suffered (as determined by reference
to the date of default of the Agent or, if later, the date on which
the loss arises as a result of such default) but without reference
to any special conditions or circumstances known to the Agent at
any time which increase the amount of that loss.  In no
event shall the Agent be liable for any loss of profits, goodwill,
reputation, business opportunity or anticipated saving, or for
special, punitive, indirect or consequential damages, whether or
not the Agent has been advised of the possibility of such loss or
damages.





 




27.11  

Calculations





Whenever the Agent
is required to perform any calculation it may give to each party
affected by that calculation a notice setting out the
calculation.  Each such party shall be taken to have
accepted the calculation and the Agent shall have no liability to
the relevant party in respect of that calculation to be incorrect
by whichever is the later of:

 




(a)  

noon, Sydney time,
on the Business Day following the date on which it receives the
relevant calculation; and





 




(b)  

the time at which
the Agent or any other person must act on the basis of the
calculation or the calculation otherwise becomes binding under the
Finance Documents.





 




27.12  

PPS
Law





The Agent is not
responsible for, and is not liable to any Party or other person for
any loss, cost or expense in relation to:

 




(a)  

taking, or failing
to take, any action for the purposes of any PPS Law, whether for
the benefit of all Lenders or any particular Lender, unless it is
expressly instructed to do so by the Majority
Lenders;





 




(b)  

identifying,
registering or perfecting under any PPS Law any security interest
which may be constituted by or contained in any Finance Document or
any other agreement, arrangement or document;





 




(c)  

the priority of any
security interest in relation to this agreement or any other
Finance Document or any transaction in connection with a Finance
Document under any PPS Law;





 




(d)  

monitoring any PPS
Law or the implementation of any PPS Law; or





 




(e)  

without limiting
the foregoing, identifying or perfecting under the PPS Law any
security interest which may be created by an assignment or transfer
under a Finance Document.





 




27.13  

Lenders'
indemnity to the Agent








(a)  

Each Lender shall
(in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total
Commitments immediately prior to their reduction to zero) indemnify
the Agent, within three Business Days of demand, against any cost,
expense, loss or liability (including, without limitation, for
negligence or any other category of liability whatsoever) incurred
by the Agent (otherwise than by reason of the Agent's gross
negligence or Wilful Default) (or, in the case of any cost,
expense, loss or liability pursuant to Clause 30.11 (Disruption to payment systems etc.)
notwithstanding the Agent's negligence, gross negligence or any
other category of liability whatsoever but not including any claim
based on the fraud of the Agent) in acting as Agent under the
Finance Documents (unless the Agent has been reimbursed by an
Obligor pursuant to a Finance Document).





 




(b)  

A Lender's share
will be the proportion of its share of the Total Commitments or, if
the Total Commitments are then zero, its share of the Total
Commitments immediately prior to their reduction to
zero.  Where a Lender's Commitment has been reduced to
zero, but it has a participation in any outstanding Utilisations,
then for this purpose its Commitment will be taken to be the
aggregate amount of its participation (and the Total Commitments
calculated accordingly).





 




(c)  

If any Lender fails
to pay its share of any amount due under paragraph (a) one or more
other Lenders may pay all or part of that share to the
Agent.  In that case, the defaulting Lender must
immediately pay each such paying Lender the amount paid by that
paying Lender together with interest equal to the rate from time to
time certified by the paying Lender to be its cost of funds plus a
margin of 2% per annum, compounding monthly.





 




(d)  

If any Lender fails
to provide its share of security to the Agent when requested under
Clause 27.7 (Rights and
discretions) one or more other Lenders may provide all or
part of that share on its behalf.  Where that security is
cash the non providing Lender must immediately pay each Lender that
provided cash the amount provided by it together with interest
equal to its cost of funds plus a margin of 2% per annum,
compounding monthly.





 




27.14  

Resignation
of the Agent








(a)  

The Agent may
resign and appoint one of its Affiliates acting through an office
in Australia as successor by giving notice to the Lenders and the
Company.





 




(b)  

Alternatively the
Agent may resign by giving 30 days' notice to the Lenders and the
Company, in which case the Majority Lenders (after consultation
with the Company) may appoint a successor
Agent.





 




(c)  

If the Majority
Lenders have not appointed a successor Agent in accordance with
paragraph (b) above within 20 days after notice of resignation was
given, the retiring Agent (after consultation with the Company) may
appoint a successor Agent (acting through an office in the same
time zone as Australia).





 




(d)  

If the Agent wishes
to resign because (acting reasonably) it has concluded that it is
no longer appropriate for it to remain as agent and the Agent is
entitled to appoint a successor Agent under paragraph (c) above,
the Agent may (if it concludes (acting reasonably) that it is
necessary to do so in order to persuade the proposed successor
Agent to become a party to this Agreement as Agent) agree with the
proposed successor Agent amendments to this Clause 27 and any other
term of this Agreement dealing with the rights or obligations of
the Agent consistent with then current market practice for the
appointment and protection of agents of syndicated financing
transactions together with any reasonable amendments to the agency
fee payable under this Agreement which are consistent with the
successor Agent's normal fee rates and those amendments will bind
the Parties.





 




(e)  

The retiring Agent
shall, make available to the successor Agent such documents and
records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as
Agent under the Finance Documents. The Company shall, within three
Business Days of demand, reimburse the retiring Agent for the
amount of all costs and expenses (including legal fees) properly
incurred by it in making available such documents and records and
providing such assistance save for where the Agent is a Defaulting
Finance Party.





 




(f)  

The Agent's
resignation notice shall only take effect upon the appointment of a
successor.





 




(g)  

Upon the
appointment of a successor, the retiring Agent shall be discharged
from any further obligation in respect of the Finance Documents
(other than its obligations under paragraph (e) above) but shall
remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent) and this Clause
28 (and any agency fees for the account of the retiring Agent shall
cease to accrue from (and shall be payable on) that
date).  Any successor and each of the other Parties shall
have the same rights and obligations amongst themselves as they
would have had if such successor had been an original
Party.





 




(h)  

After consultation
with the Company, the Majority Lenders may, by notice to the Agent,
require it to resign in accordance with paragraph (b)
above.  In this event, the Agent shall resign in
accordance with paragraph (b) above (or, at any time the Agent is a
Defaulting Finance Party, by giving any shorter notice determined
by the Majority Lenders).





 




(i)  

The Agent shall
resign in accordance with paragraph (b) above (and, to the extent
applicable, shall use reasonable endeavours to appoint a successor
Agent pursuant to paragraph (c) above) if on or after the date
which is three months before the earliest FATCA Application Date
relating to any payment to the Agent under the Finance Documents,
either:





 




(i)  

the Agent fails to
respond to a request under Clause 13.7 (FATCA Information) and the Company or a
Lender reasonably believes that the Agent will not be (or will have
ceased to be) a FATCA Exempt Party on or after that FATCA
Application Date;





 




(ii)  

the information
supplied by the Agent pursuant to Clause 13.7 (FATCA Information) indicates that the
Agent will not be (or will have ceased to be) a FATCA Exempt Party
on or after that FATCA Application Date; or





 




(iii)  

the Agent notifies
the Company and the Lenders that the Agent will not be (or will
have ceased to be) a FATCA Exempt Party on or after that FATCA
Application Date;





 

and (in each case)
the Company or a Lender reasonably believes that a Party will be
required to make a FATCA Deduction that would not be required if
the Agent were a FATCA Exempt Party, and the Company or that
Lender, by notice to the Agent, requires it to resign.

 




27.15  

Confidentiality








(a)  

In acting as agent
for the Finance Parties, the Agent shall be regarded as acting
through its agency division which shall be treated as a separate
entity from any other of its divisions or
departments.





 




(b)  

If information is
received by another division or department of the Agent, it may be
treated as confidential to that division or department and the
Agent shall not be deemed to have notice of it.





 




27.16  

Relationship
with the Lenders








(a)  

The Agent may treat
the person shown in its records as Lender at the opening of
business (in the place of the Agent's principal office as notified
to the Finance Parties from time to time) as the Lender acting
through its Facility Office:





 




(i)  

entitled to or
liable for any payment due under any Finance Document on that day;
and





 




(ii)  

entitled to receive
and act upon any notice, request, document or communication or make
any decision or determination under any Finance Document made or
delivered on that day,





 

unless it has
received not less than five Business Days' prior notice from that
Lender to the contrary in accordance with the terms of this
Agreement.

 




(b)  

Any Lender may by
notice to the Agent appoint a person to receive on its behalf all
notices, communications, information and documents to be made or
despatched to that Lender under the Finance
Documents.  Such notice shall contain the address, fax
number and electronic mail address and/or any other information
required to enable the sending and receipt of information by that
means (and, in each case, the department or officer, if any, for
whose attention communication is to be made) and be treated as a
notification of a substitute address, fax number, electronic mail
address, department and officer by that Lender for the purposes of
Clause 32.2 (Addresses) and
the Agent shall be entitled to treat such person as the person
entitled to receive all such notices, communications, information
and documents as though that person were that
Lender.





 




(c)  

The Agent may rely
on or receive instructions from any attorney acting on behalf of a
Lender, or any person acting on behalf of a Lender whose title or
acting title includes the word Manager, Head, Executive, Director
or President or cognate expressions, or any secretary or director
of a Lender.





 




27.17  

Credit
appraisal by the Lenders





Without affecting
the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender
confirms to the Agent and the Arranger that it has been, and will
continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited
to:

 




(a)  

the financial
condition, status and nature of each Group
Member;





 




(b)  

the legality,
validity, priority, effectiveness, adequacy or enforceability of
any Finance Document and any other agreement, arrangement or
document;





 




(c)  

whether that Lender
has recourse, and the nature and extent of that recourse, against
any Party or any of its respective assets under or in connection
with any Finance Document, the transactions contemplated by the
Finance Documents or any other agreement, arrangement or document;
and





 




(d)  

the adequacy,
accuracy or completeness of any other information provided by the
Agent, any Party or by any other person under or in connection with
any Finance Document, the transactions contemplated by any Finance
Documents or any other agreement, arrangement or
document.





 




27.18  

Role
of Reference Banks








(a)  

No Reference Bank
is under any obligation to provide a quotation or any other
information to the Agent.





 




(b)  

No Reference Bank
will be liable for any action taken by it under or in connection
with any Finance Document, or for any Reference Bank Quotation,
unless directly caused by its gross negligence or wilful
misconduct.





 




(c)  

No Party (other
than the relevant Reference Bank) may take any proceedings against
any officer, employee or agent of any Reference Bank in respect of
any claim it may have against that Reference Bank or in respect of
any act or omission of any kind by that officer, employee or agent
in relation to any Finance Document, or to any Reference Bank
Quotation.





 




(d)  

Any officer,
employee or agent of each Reference Bank may rely on this
Clause.  The Reference Bank holds the benefit of this
Clause on trust for any such officer, employee or
agent.





 




27.19  

Third
party Reference Banks





This Agreement
constitutes an irrevocable offer by each Party to each Reference
Bank, which accepts the offer by consenting to be a Reference Bank
and providing a Reference Bank Quotation.  It may rely on
Clause 27.18 (Role of Reference
Banks) and Clause 40 (Confidentiality of Funding Rates and Reference
Bank Quotations).

 




27.20  

Agent's
management time





Any amount payable
to the Agent under Clause 15.3 (Indemnity to the Agent), Clause 17
(Costs and expenses) and
Clause 27.11 (Lenders' indemnity
to the Agent) shall include the cost of utilising the
Agent's management time or other resources and will be calculated
on the basis of such reasonable daily or hourly rates as the Agent
may notify to the Company and the Lenders, and is in addition to
any fee paid or payable to the Agent under Clause 12 (Fees).

 




27.21  

Deduction
from amounts payable by the Agent





If any Party owes
an amount to the Agent under the Finance Documents the Agent may,
after giving notice to that Party, deduct an amount not exceeding
that amount from any payment to that Party which the Agent would
otherwise be obliged to make under the Finance Documents and apply
the amount deducted in or towards satisfaction of the amount
owed.  For the purposes of the Finance Documents that
Party shall be regarded as having received any amount so
deducted.

 

 




28.  

CONDUCT
OF BUSINESS BY THE FINANCE PARTIES





 

No provision of
this Agreement will:

 




(a)  

interfere with the
right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;





 




(b)  

oblige any Finance
Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any
claim; or





 




(c)  

oblige any Finance
Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of
Tax.





 

 




29.  

SHARING
AMONG THE FINANCE PARTIES





 




29.1  

Payments
to Finance Parties








(a)  

If a Finance Party
(a "Recovering Finance
Party") receives or recovers (including by combination of
accounts or set off) any amount from an Obligor other than in
accordance with Clause 30 (Payment
Mechanics) and applies that amount to a payment due under
the Finance Documents (other than a Hedging Agreement)
then:





 




(i)  

the Recovering
Finance Party shall, within three Business Days, notify details of
the receipt or recovery to the Agent;





 




(ii)  

the Agent shall
determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the
receipt or recovery been received or made by the Agent and
distributed in accordance with Clause 30 (Payment Mechanics), without taking
account of any Tax which would be imposed on the Agent in relation
to the receipt, recovery or distribution; and





 




(iii)  

the Recovering
Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt
or recovery less any amount which the Agent determines may be
retained by the Recovering Finance Party as its share of any
payment to be made, in accordance with Clause 30.6 (Partial payments).





 




29.2  

Redistribution
of payments





The Agent shall
treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than
the Recovering Finance Party) (the "Sharing Finance Parties") in accordance
with Clause 30.6 (Partial
payments) towards the obligations of that Obligor to the
Sharing Finance Parties.

 




29.3  

Recovering
Finance Party's rights








(a)  

Unless paragraph
(b) applies:





 




(i)  

the receipt or
recovery referred to in Clause 29.1 (Payments to Finance Parties) will be
taken to have been a payment for the account of the Agent and not
to the Recovering Finance Party for its own account, and the
liability of the relevant Obligor to the Recovering Finance Party
will only be reduced to the extent of any distribution retained by
the Recovering Finance Party under Clause 29.1(a)(iii)
(Payments to Finance
Parties); and





 




(ii)  

(without limiting
 sub-paragraph (i)) the relevant Obligor
shall indemnify the Recovering Finance Party against a payment
under Clause 29.1(a)(iii) (Payments to Finance Parties) to the
extent that (despite  sub-paragraph (i)) its liability has
been discharged by the recovery or payment.





 




(b)  

Where:





 




(i)  

the amount referred
to in Clause 29.1 (Payments to
Finance Parties) above was received or recovered otherwise
than by payment (for example, set off); and





 




(ii)  

the relevant
Obligor, or the person from whom the receipt or recovery is made,
is insolvent at the time of the receipt or recovery, or at the time
of the payment to the Agent, or becomes insolvent as a result of
the receipt or recovery,





 

then the following
will apply so that the Finance Parties have the same rights and
obligations as if the money had been paid by the relevant Obligor
to the Agent for the account of the Finance Parties and distributed
accordingly:

 




(iii)  

each other Finance
Party will assign to the Recovering Finance Party an amount of the
debt owed by the relevant Obligor to that Finance Party under the
Finance Documents equal to the amount received by that Finance
Party under Clause 29.2 (Redistribution of
payments);





 




(iv)  

the Recovering
Finance Party will be entitled to all rights (including interest
and voting rights) under the Finance Documents in respect of the
debt so assigned; and





 




(v)  

that assignment
will take effect automatically on payment of the Sharing Payment by
the Agent to the other Finance Party.





 




29.4  

Reversal
of redistribution





If any part of the
Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

 




(a)  

each Sharing
Finance Party shall, upon request of the Agent, pay to the Agent
for the account of that Recovering Finance Party an amount equal to
the appropriate part of its share of the Sharing Payment (together
with an amount as is necessary to reimburse that Recovering Finance
Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay) (the
"Redistributed
Amount");





 




(b)  

as between the
relevant Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not
having been paid by that Obligor and the relevant Obligor shall
indemnify the Sharing Finance Party against a payment under
 sub-paragraph (a) to the extent that the
relevant Obligor's liability has been discharged by the recovery or
payment; and





 




(c)  

to the extent
necessary, any debt assigned under paragraph (b) of Clause 29.3
(Recovering Finance Party's rights) will be
reassigned.





 




29.5  

Exceptions








(a)  

This Clause 29
shall not apply to the extent that the Recovering Finance Party
would not, after making any payment pursuant to this Clause, have a
valid and enforceable claim (or right of proof in an
administration) against the relevant Obligor.





 




(b)  

A Recovering
Finance Party is not obliged to share with any other Finance Party
any amount which the Recovering Finance Party has received or
recovered as a result of taking legal or arbitration proceedings,
if:





 




(i)  

it notified that
other Finance Party of the legal or arbitration proceedings;
and





 




(ii)  

that other Finance
Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal
or arbitration proceedings.





 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
11

ADMINISTRATION

 

 




30.  

PAYMENT
MECHANICS





 




30.1  

Payments
to the Agent








(a)  

On each date on
which an Obligor or a Lender is required to make a payment under a
Finance Document, excluding a payment under the terms of a Hedging
Agreement, that Obligor or Lender shall make the same available to
the Agent (unless a contrary indication appears in a Finance
Document) for value on the due date no later than 11.00am (in the
relevant place) in immediately available funds or if agreed by the
Agent in such funds specified by the Agent as being customary at
the time for settlement of transactions in the relevant currency in
the place of payment.





 




(b)  

Payment shall be
made to such account:





 




(i)  

in the case of
Australian dollars, at the city of the Agent;
or





 




(ii)  

in the case of any
other currency, in the principal financial centre of the country of
that currency (or, in relation to euro, in a principal financial
centre in a Participating Member State or London as specified by
the Agent),





 

with such bank as
the Agent, in each case, specifies.

 




(c)  

Payment by an
Obligor to the Agent for the account of a Finance Party satisfies
the Obligor's obligations to make that payment.





 




30.2  

Distributions
by the Agent





Each payment
received by the Agent under the Finance Documents for another Party
shall, subject to Clause 30.3 (Distributions to an Obligor) and Clause
30.4 (Clawback and
pre-funding) be made available by the Agent as soon as
practicable after receipt to the Party entitled to receive payment
in accordance with this Agreement (in the case of a Lender, for the
account of its Facility Office), to such account as that Party may
notify to the Agent by not less than five Business Days' notice
with a bank specified by that Party in Australia, in the case of
Australian dollars, and, in the case of any other currency in the
principal financial centre of the country of that currency (or, in
relation to euro, in the principal financial centre of a
Participating Member State or London, as specified by that
Party).

 




30.3  

Distributions
to an Obligor





The Agent may (with
the consent of the Obligor or in accordance with Clause 31
(Set-off)) apply any amount
received by it for that Obligor in or towards payment (on the date
and in the currency and funds of receipt) of any amount due from
that Obligor under the Finance Documents or in or towards purchase
of any amount of any currency to be so applied.

 




30.4  

Clawback
and pre-funding








(a)  

Where a sum is to
be paid by a Party (the Payer) to the Agent under the Finance
Documents for another Party, the Agent is not obliged to pay that
sum to that other Party (or to enter into or perform any related
exchange contract) until it has been able to establish to its
satisfaction that it has actually received that
sum.





 




(b)  

Unless paragraph
(c) below applies, if the Agent pays an amount to another Party and
it proves to be the case that the Agent had not actually received
that amount, then the Party to whom that amount (or the proceeds of
any related exchange contract) was paid by the Agent shall on
demand refund the same to the Agent together with interest on that
amount from the date of payment to the date of receipt by the
Agent, calculated by the Agent to reflect its cost of
funds.





 




(c)  

If the Agent is
willing to make available amounts for the account of a Borrower
before receiving funds from the Lenders then if and to the extent
that the Agent does so but it proves to be the case that it does
not then receive funds from a Lender in respect of a sum which it
paid to a Borrower:





 




(i)  

the Agent shall
notify the Company of that Lender's identity and the Borrower to
whom that sum was made available shall on demand refund it to the
Agent; and





 




(ii)  

the Lender by whom
those funds should have been made available or, if that Lender
fails to do so, the Borrower to whom that sum was made available,
shall on demand pay to the Agent the amount (as certified by the
Agent) which will indemnify the Agent against any funding cost
incurred by it as a result of paying out that sum before receiving
those funds from that Lender.





 




(d)  

The Payer will
still remain liable to make the assumed payment, but until the
other Party does repay the Agent under paragraph (b), the Payer's
liability will be to the Agent in the Agent's own
right.





 




30.5  

Agent
a Defaulting Finance Party








(a)  

If, at any time,
the Agent becomes Defaulting Finance Party, a Party which is
required to make a payment under the Finance Documents to the Agent
for the account of other Parties under Clause 30.1 (Payments to the Agent) may instead on
the due date for payment either pay that amount direct to the
required payee or pay that amount to an interest-bearing account
held in the name of the payer and designated as a trust account for
the benefit of the payee or payees with a bank rated at least A- by
Standard & Poor’s Rating Services or Fitch Ratings Ltd or
A3 by Moody’s Investors Services Limited or a comparable
rating from an internationally recognised credit rating
agency.





 




(b)  

All interest
accrued on the trust account will be for the benefit of the
beneficiaries of that trust account pro rata to their respective
entitlements.





 




(c)  

A Party which has
made a payment under paragraph (a) shall be discharged of the
relevant payment obligation under the Finance Documents and shall
not take any credit risk with respect to the amounts in the trust
account.





 




(d)  

Promptly upon the
appointment of a successor Agent under Clause  27.14
(Resignation of the Agent),
each Party which has made a payment to a trust account under
paragraph (a) shall give all requisite instructions to the bank to
transfer the amount (together with any accrued interest) to the
successor Agent for distribution under Clause 30.2 (Distributions by the
Agent).





 




30.6  

Partial
payments








(a)  

If the Agent
receives a payment that is insufficient to discharge all the
amounts then due and payable by an Obligor under the Finance
Documents, the Agent shall apply that payment towards the
obligations of that Obligor under the Finance Documents in the
following order:





 




(i)  

first, in or
towards payment pro rata of any amounts payable but unpaid in
respect of fees, costs, expenses, losses or liabilities of the
Agent or the Arranger under the Finance Documents or the Security
Trustee under the Finance Documents;





 




(ii)  

secondly, in or
towards payment pro rata of all amounts (including interest)
payable by the Obligor to Lenders in respect of amounts or security
paid or provided by the Lenders to the Agent in place of another
Lender under Clause 27.13(c) or 27.13(d) (Lenders' indemnity to the
Agent);





 




(iii)  

thirdly, in or
towards payment pro rata of all amounts payable by the Obligor to
Lenders in respect of amounts or security paid by the Lenders to
the Agent under Clause 27.13(a) (Lenders' indemnity to the Agent) or
Clause 27.2 (Instructions)
plus interest on such amounts;





 




(iv)  

fourthly, in or
towards payment pro rata of any accrued interest, fees or
commission due but unpaid under the Finance
Documents;





 




(v)  

fifthly, in or
towards payment pro rata of any principal due but unpaid under
those Finance Documents; and





 




(vi)  

sixthly, in or
towards payment pro rata of any other sum due but unpaid under the
Finance Documents.





 




(b)  

The Agent shall, if
so directed by all Lenders, vary the order set out in paragraphs
(a)(ii) to (a)(vi) above inclusive.





 




(c)  

Paragraph s (a) and (b) above
will override any appropriation made by an
Obligor.





 




30.7  

No
set-off by Obligors





All payments to be
made by an Obligor under the Finance Documents shall be calculated
and be made without (and free and clear of any deduction for)
set-off or counterclaim.

 




30.8  

Business
Days








(a)  

Any payment under
the Finance Documents which is due to be made on a day that is not
a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if
there is not).





 




(b)  

During any
extension of the due date for payment of any principal under this
Agreement interest is payable on the principal at the rate payable
on the original due date.





 




30.9  

Currency
of account








(a)  

Subject to
paragraphs (b) to (e) below, the Base Currency is the currency of
account and payment for any sum due from an Obligor under any
Finance Document.





 




(b)  

A repayment of a
Loan or a part of a Loan shall be made in the currency in which
that Loan is denominated, pursuant to this Agreement, on its due
date.





 




(c)  

Each payment of
interest shall be made in the currency in which the sum in respect
of which the interest is payable was denominated, pursuant to this
Agreement, when that interest accrued.





 




(d)  

Each payment in
respect of costs, expenses or Taxes shall be made in the currency
in which the costs, expenses or Taxes are
incurred.





 




(e)  

Any amount
expressed to be payable in a currency other than the Base Currency
shall be paid in that other currency.





 




30.10  

Change
of currency








(a)  

Unless otherwise
prohibited by law, if more than one currency or currency unit are
at the same time recognised by the central bank of any country as
the lawful currency of that country, then:





 




(i)  

any reference in
the Finance Documents to, and any obligations arising under the
Finance Documents in, the currency of that country shall be
translated into, or paid in, the currency or currency unit of that
country designated by the Agent (after consultation with the
Company); and





 




(ii)  

any translation
from one currency or currency unit to another shall be at the
official rate of exchange recognised by the central bank for the
conversion of that currency or currency unit into the other,
rounded up or down by the Agent (acting
reasonably).





 




(b)  

If a change in any
currency of a country occurs, this Agreement will, to the extent
the Agent (acting reasonably and after consultation with the
Company) specifies to be necessary, be amended to comply with any
generally accepted conventions and market practice in the Relevant
Market and otherwise to reflect the change in
currency.





 




30.11  

Disruption
to payment systems etc.





If either the Agent
determines (in its discretion) that a Disruption Event has occurred
or the Agent is notified by the Company that a Disruption Event has
occurred:

 




(a)  

the Agent may, and
shall if requested to do so by the Company, consult with the
Company with a view to agreeing with the Company such changes to
the operation or administration of the Facilities as the Agent may
deem necessary in the circumstances;





 




(b)  

the Agent shall not
be obliged to consult with the Company in relation to any changes
mentioned in paragraph (a) above if, in its opinion, it is not
practicable to do so in the circumstances and, in any event, shall
have no obligation to agree to such changes;





 




(c)  

the Agent may
consult with the Finance Parties in relation to any changes
mentioned in paragraph (a) above but shall not be obliged to do so
if, in its opinion, it is not practicable to do so in the
circumstances;





 




(d)  

any such changes
agreed upon by the Agent and the Company shall (whether or not it
is finally determined that a Disruption Event has occurred) be
binding upon the Parties as an amendment to (or, as the case may
be, waiver of) the terms of the Finance Documents notwithstanding
the provisions of Clause 36 (Amendments and
Waivers);





 




(e)  

the Agent shall not
be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever (including, without
limitation for negligence, gross negligence or any other category
of liability whatsoever but not including any claim based on the
fraud of the Agent) arising as a result of its taking, or failing
to take, any actions pursuant to or in connection with this Clause
30.11; and





 




(f)  

the Agent shall
notify the Finance Parties of all changes agreed pursuant to
paragraph (d) above.





 




30.12  

Anti-money
laundering








(a)  

A Finance Party may
delay, block or refuse to process any payment or other transaction
without incurring any liability if the Finance Party knows or
reasonably suspects that the transaction or the application of its
proceeds will:





 




(i)  

breach, or cause a
Finance Party to breach, any applicable laws or regulations of any
jurisdiction (including any sanctions); or





 




(ii)  

allow the
imposition of any penalty on the Finance Party or its Affiliates
under any such law or regulation,





 

including where the
transaction or the application of its proceeds involves any entity
or activity the subject of any applicable sanctions of any
jurisdiction binding on the Finance Party or its Affiliate, or the
direct or indirect proceeds of unlawful activity.

 




(b)  

As soon as
practicable after a Finance Party becomes aware that it will delay,
block or refuse to process a transaction under paragraph (a), it
will notify the Company and the Agent and consult in good faith but
in each case only to the extent the Finance Party determines it is
legally permitted to do so.  In making that determination
the Finance Party shall act reasonably.





 




(c)  

The Company shall
promptly advise the Agent if any Obligor enters into any Finance
Document in the capacity as agent and promptly supply, or procure
the supply of, such information as may be reasonably requested by
the Agent (for itself or on behalf of any Finance Party) from time
to time in relation to any principal for which an Obligor may be
acting.





 




(d)  

Each Obligor
undertakes to exercise its rights and perform its obligations under
the Finance Documents in accordance with all applicable laws or
regulations relating to anti-money laundering, counter-terrorism
financing or sanctions.





 




30.13  

"Know
your customer"





Each Lender shall
promptly upon the request of the Agent supply, or procure the
supply of, such documentation and other evidence as is reasonably
requested by the Agent (for itself) in order for the Agent to carry
out and be satisfied it has complied with all necessary "know your
customer" or other similar checks under all applicable laws and
regulations pursuant to the transactions contemplated in the
Finance Documents.

 

 




31.  

SET-OFF





 

If a Default is
continuing a Finance Party may, but need not, set off any matured
obligation due from an Obligor under the Finance Documents (to the
extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor,
regardless of the place of payment, booking branch or currency of
either obligation.  If the obligations are in different
currencies, the Finance Party may convert either obligation at a
market rate of exchange in its usual course of business for the
purpose of the set-off.

 

 




32.  

NOTICES





 




32.1  

Communications
in writing





Any communication
or document to be made or delivered under or in connection with the
Finance Documents:

 




(a)  

must be in
writing;





 




(b)  

in the case
of:





 




(i)  

a notice by an
Obligor; or





 




(ii)  

a specification of
a bank or account by the Agent under paragraph (b) of Clause 30.1
(Payments to the Agent) or
a Lender under Clause 30.2 (Distributions by the
Agent),





 

must be signed by
an authorised signatory of the sender (directly or with a facsimile
signature), subject to Clause 32.6 (Email communication), Clause 32.7
(Communication through secure
website) and Clause 32.8 (Reliance), and

 




(c)  

unless otherwise
stated, may be made or delivered by fax, by letter, by email or as
specified in Clause 32.7 (Communication through secure
website).





 




32.2  

Addresses





The address, email
address and fax number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for
any communication or document to be made or delivered under or in
connection with the Finance Documents is:

 




(a)  

in the case of the
Company, that identified with its name below;





 




(b)  

in the case of each
Lender, or any other Original Obligor, that specified in Schedule 1
(The Original Parties) or
notified in writing to the Agent on or prior to the date on which
it becomes a Party; and





 




(c)  

in the case of the
Agent or the Security Trustee, that identified with its name
below,





 

or any substitute
address, fax number, email address or department or officer as the
Party may notify to the Agent (or the Agent may notify to the other
Parties, if a change is made by the Agent) by not less than five
Business Days' notice.

 

Address for service
of communications:

 




Company:

Royal Wolf Holdings
Limited





 




Address:

Level 2, 22-28
Edgeworth David Avenue





 




 

Hornsby NSW
2077





 




Fax:

(612) 9423
6923





 




Email
address:

gbaker@royalwolf.com.au





 




Attention:

Chief Financial
Officer





 




Agent:

Perpetual Corporate Trust
Limited





 

Address:                                  Level
18, 123 Pitt Street, Sydney NSW 2000

 

Email
address:                                  csf.team@perpetual.com.au

 

 

 

Attention:                       Manager,
Corporate Services

 




Security
Trustee:

P.T. Limited





 

Address:                                  Level
18, 123 Pitt Street, Sydney NSW 2000

 

Email
address:                                  [#]

 

 

 

Attention:                       [#]

 

 

 




32.3  

Delivery








(a)  

Any communication
or document to be made or delivered by one Party to another under
or in connection with the Finance Documents will be taken to be
effective or delivered:





 




(i)  

if by way of fax,
when the sender receives a successful transmission report unless
the recipient informs the sender that it has not been received in
legible form by any means within two hours
after:





 




(A)  

receipt, if in
business hours in the city of the recipient; or





 




(B)  

if not, the next
opening of business in the city of the recipient;
or





 




(ii)  

if by way of letter
or any physical communication, when it has been left at the
relevant address or three Business Days after being deposited in
the post postage prepaid in an envelope addressed to it at that
address (or seven Business Days if sent overseas);
or





 




(iii)  

if by way of email,
as specified in Clause 32.6 (Email
communication); or





 




(iv)  

if it complies with
Clause 32.7 (Communication through
secure website),





 

and, in the case of
a communication, if a particular department or officer is specified
as part of its address details provided under Clause 32.2
(Addresses), if addressed
to that department or officer.

 




(b)  

All communication
to or from an Obligor must be sent through the Agent (except for
any communication under or in connection with a Security Document
which must be sent through the Security
Trustee).





 




(c)  

Any communication
or document made or delivered to the Company in accordance with
this Clause 32 will be deemed to have been made or delivered to
each of the Obligors.





 




(d)  

A communication by
fax, email or under Clause 32.7 (Communication through secure website)
after business hours in the city of the recipient will be taken not
to have been received until the next opening of business in the
city of the recipient.





 




32.4  

Notification
of address, fax number and email address





Promptly upon
receipt of notification of an address, fax number and email address
or change of address, fax number or email address of an Obligor
under Clause 32.2 (Addresses) or upon changing its own
address, fax number or email address, the Agent shall notify the
other Parties.

 




32.5  

Communication
when Agent is a Defaulting Finance Party





If and so long as
the Agent is a Defaulting Finance Party, the Parties may, instead
of communicating with each other through the Agent, communicate
with each other directly and all the provisions of the Finance
Documents which require communications to be made or notices to be
given to or by the Agent are varied so that communications may be
made and notices given to or by the relevant Parties
directly.

 




32.6  

Email
communication








(a)  

Any communication
or document under or in connection with the Finance Documents may
be made by or attached to an email and will be effective or
delivered only:





 




(i)  

when actually
opened in legible format by the recipient
Party;





 




(ii)  

in all other cases,
on the first to occur of the following:





 




(A)  

when it is
dispatched by the sender to each of the email addresses specified
by the recipient, unless for each of the addresses, the sender
receives an automatic notification that the e-mail has not been
received (other than an out of office greeting for the named
addressee) and it receives the notification before 2 hours after
the last to occur (for all addresses) of:





 




(A)  

dispatch, if in
business hours in the city of the address; or





 




(B)  

if not, the next
opening of business in such city;





 




(B)  

the sender
receiving a message from the intended recipient's information
system confirming delivery of the email; and





 




(C)  

the email being
available to be read at one of the email addresses specified by the
sender; and





 




(iii)  

the email is in an
appropriate and commonly used format, and any attached file is a
pdf, jpeg, tiff or other appropriate and commonly used
format.





 




(b)  

In relation to an
email with attached files:





 




(i)  

if the attached
files are more than 5 MB in total, then:





 




(A)  

at the time of
dispatch the giver of the e-mail must send a separate email without
attachments notifying the recipient of the dispatch of the email;
and





 




(B)  

if the recipient
notifies the sender that it did not receive the email with attached
files, and the maximum size that is able to receive under its
firewalls, then the sender shall promptly send to the recipient the
attached files in a manner that can be received by the recipient;
and





 




(ii)  

if the recipient of
the email notifies the sender that it is unable to read the format
of an attached file or that an attached file is corrupted,
specifying appropriate and commonly used formats that it is able to
read, the sender must promptly send to the recipient the file in
one of those formats or send the attachment in some other manner;
and





 




(iii)  

if within two hours
of:





 




(A)  

dispatch of the
email if in business hours in the city of the recipient;
or





 




(B)  

if not, the next
opening of business in the city of the
recipient,





 

the recipient
notifies the sender as provided in  subparagraph (i)(B) or (ii), then the
relevant attached files will be taken not to have been received
until the sender complies with that subparagraph.

 




(c)  

An email which is a
covering email for a notice signed by the Obligor's authorised
signatory does not itself need to be signed by an authorised
signatory.





 




(d)  

Email and other
electronic notices from the Agent generated by Loan IQ or other
system software do not need to be signed.





 




32.7  

Communication
through secure website








(a)  

The Agent may
establish a secure website to which access is restricted to the
Agent and the Lenders or the Obligors or both (and, where
applicable, their respective financial and legal
advisers).





 




(b)  

After the Agent
notifies the Lenders or the Company on behalf of the Obligors or
both (as the case may be) of the establishment of the secure
website, then any communication or document given or delivered by
or to the Agent to or by Lenders or Obligors (as the case may
be):





 




(i)  

may be given by
means of the secure website in the manner specified by the Agent
(or in the absence of such specification, as specified by the
operator of the website); and





 




(ii)  

unless otherwise
agreed will be taken to be made or delivered upon satisfaction of
the following:





 




(A)  

a communication or
document being posted on that secure website;





 




(B)  

either:





 




(A)  

receipt by the
Agent of an email from the relevant website confirming that the
website has sent an email to the relevant Party's email addresses
nominated under paragraph (d) notifying that a communication or
document has been uploaded on the website; or





 




(B)  

the website
containing or providing confirmation that the communication or
document has been opened by the intended recipient;
and





 




(C)  

compliance with any
other requirements specified by the Agent under paragraph
(c).





 




(c)  

By notice to the
Lenders or the Company on behalf of the Obligors or both (as the
case may be) the Agent acting reasonably may from time to time
specify and amend rules concerning the operation of the secure
website in the manner in which communications or documents may be
posted, and will be taken to have been made or
delivered.  Those rules or moments will bind the
recipients of the notice and the Agent.





 




(d)  

When it establishes
the secure website, the Agent shall nominate to the website for
each Party the email address given to it by the Party under this
Clause 32. Subsequently, the nominated email address for each Party
for that website will be the address nominated by that Party to the
secure website or by the Agent (who will notify the Party
accordingly).  It is the responsibility of each Party to
ensure that the email address nominated for it is
up-to-date.  The Agent is under no obligation to notify
the secure website of any change in email address notified to
it.





 




(e)  

The Company
consents to the inclusion in the secure website of its company
logo.





 




(f)  

Each of the other
Parties agrees that the Agent is not liable for any liability,
loss, damage, costs or expenses incurred or suffered by them as a
result of their access or use of the secure website or inability to
access or use the secure website except to the extent caused by its
gross negligence or Wilful Default.





 




32.8  

Reliance








(a)  

Any communication
or document sent under this Clause 32 can be relied on by the
recipient if the recipient reasonably believes it to be genuine and
(if such a signature is required under Clause 32.1(b)) it bears
what appears to be the signature (original or facsimile or email)
of an authorised signatory of the sender (without the need for
further enquiry or confirmation).





 




(b)  

Each Party must
take reasonable care to ensure that no forged, false or
unauthorised notices are sent to another Party.





 




32.9  

English
language








(a)  

Any notice or other
communication given under or in connection with any Finance
Document must be in English.





 




(b)  

All other documents
provided under or in connection with any Finance Document must
be:





 




(i)  

in English;
or





 




(ii)  

if not in English,
and if so required by the Agent, accompanied by a certified English
translation and, in this case, the English translation will prevail
unless the document is a constitutional, statutory or other
official document.





 

 




33.  

CALCULATIONS
AND CERTIFICATES





 




33.1  

Accounts





In any litigation
or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a
Finance Party are prima facie evidence of the matters to which they
relate.

 




33.2  

Certificates
and Determinations





Any certification
or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive
evidence of the matters to which it relates.

 




33.3  

Day
count convention





Any interest,
commission or fee accruing under a Finance Document will accrue
from day to day and is calculated on the basis of the actual number
of days elapsed and a year of 365 days or, in any case where the
practice in the Relevant Market differs, in accordance with that
market practice.

 




33.4  

Settlement
conditional





If:

 




(a)  

any Finance Party
has at any time released or discharged:





 




(i)  

an Obligor from its
obligations under any Finance Document; or





 




(ii)  

any assets of an
Obligor from a Transaction Security,





 

in either case in
reliance on a payment, receipt or other transaction to or in favour
of any Finance Party; or

 




(b)  

any payment,
receipt or other transaction to or in favour of any Finance Party
has the effect of releasing or discharging:





 




(i)  

an Obligor from its
obligations under any Finance Document; or





 




(ii)  

any assets of an
Obligor from a Transaction Security; and





 




(c)  

that payment,
receipt or other transaction is subsequently claimed by any person
to be void, voidable or capable of being set aside for any reason
(including under any law relating to insolvency, sequestration,
liquidation, winding up or bankruptcy and any provision of any
agreement, arrangement or scheme, formal or informal, relating to
the administration of any of the assets of any person);
and





 




(d)  

that claim is
upheld or is conceded or compromised by a Finance
Party,





 

then:

 




(i)  

each Finance Party
will immediately become entitled against that Obligor to all rights
(including under any Finance Document) as it had immediately before
that release or discharge;





 




(ii)  

that Obligor must,
to the extent permitted by law:





 




(A)  

immediately do all
things and execute all documents as any Finance Party may, acting
reasonably, require to restore to each Finance Party all those
rights; and





 




(B)  

indemnify each
Finance Party against all costs and losses suffered or incurred by
it in or in connection with any negotiations or proceedings
relating to the claim or as a result of the upholding, concession
or compromise of the claim.





 

 




34.  

PARTIAL
INVALIDITY





 

If, at any time,
any provision of a Finance Document is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining
provisions nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction will in any way
be affected or impaired.

 

 




35.  

REMEDIES
AND WAIVERS





 

No failure to
exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under a Finance Document shall operate
as a waiver of any such right or remedy or constitute an election
to affirm any of the Finance Documents.  No election to
affirm any Finance Document on the part of any Finance Party shall
be effective unless it is in writing.  No single or
partial exercise of any right or remedy shall prevent any further
or other exercise or the exercise of any other right or
remedy.  The rights and remedies provided in each Finance
Document are cumulative and not exclusive of any rights or remedies
provided by law.

 

 




36.  

AMENDMENTS
AND WAIVERS





 




36.1  

Required
consents








(a)  

Subject to Clause
36.2 (All Lender matters)
and Clause 36.3 (Other
exceptions) any term of the Finance Documents (other than
the Fee Letters) may be amended or waived only with the consent of
the Majority Lenders and the Obligors and any such amendment or
waiver will be binding on all Parties.





 




(b)  

The Agent may
effect, on behalf of any Finance Party, any amendment or waiver
permitted by this Clause 36.





 




(c)  

The Company may
effect, on behalf of any Obligor, any amendment or waiver permitted
by this Clause 36.





 




36.2  

All
Lender matters








(a)  

Subject to Clause
36.4 (Replacement of Screen
Rate) an amendment or waiver of any term of any Finance
Document that has the effect of changing or which relates
to:





 




(i)  

the definition of
"Majority Lenders" in Clause 1.1 (Definitions);





 




(ii)  

a waiver of any of
the conditions precedent under Clause 4.1 (Initial conditions
precedent);





 




(iii)  

an extension to the
date of payment of any amount under the Finance
Documents;





 




(iv)  

a reduction in the
Margin or a reduction in the amount, or a change in the currency,
of any payment of principal, interest, fees or commission payable
or any other payment obligation;





 




(v)  

an increase in any
Commitment, an extension of any Availability Period or any
requirement that a cancellation of Commitments reduces the
Commitments of the Lenders rateably under the relevant
Facility;





 




(vi)  

a change to the
Borrowers or Guarantors other than in accordance with Clause 25
(Changes to the
Obligors);





 




(vii)  

any provision which
expressly requires the consent of all the
Lenders;





 




(viii)  

Clause 2.2
(Finance Parties' rights and
obligations), Clause 5.1 (Delivery of a Utilisation Request for a
Loan), Clause 7.1 (Illegality), Clause 7.2 (Review Event), Clause 7.8 (Application of Prepayments), Clause 24
(Changes to the Lenders),
Clause 25 (Changes to the
Obligors), Clause 29 (Sharing among the Finance Parties),
Clause 30.6 (Partial
payments), this Clause 36(Amendments and Waivers), Clause 44
(Governing Law) or Clause
45.1 (Jurisdiction);





 




(ix)  

(other than as
expressly permitted by the provisions of this Agreement or the
Security Trust Deed):





 




(A)  

the nature or scope
of the Transaction Security or the nature or scope of the guarantee
and indemnity granted under Clause 18 (Guarantee); or





 




(B)  

the Secured
Property; or





 




(C)  

the manner in which
the proceeds of enforcement of the Transaction Security are
distributed;





 




(x)  

the release of any
guarantee and indemnity granted under Clause 18 (Guarantee) or of any Transaction
Security unless permitted under this Agreement or the Security
Trust Deed or relating to a disposal of an asset which is the
subject of the Transaction Security, or of the grantor of the
guarantee and indemnity or Transaction Security or of the grantor's
Holding Company, where such disposal is permitted under this
Agreement,





 

shall not be made
without the prior consent of all the Lenders.

 




(b)  

Where one or more
Defaulting Finance Parties have been disenfranchised under Clause
37.5 (Disenfranchisement of
Defaulting Finance Parties), no amendment of the kind
referred to in paragraph (a) which applies to Defaulting Finance
Parties in a manner different from other Finance Parties may be
made without the consent of the Defaulting Finance
Parties.





 




(c)  

Despite any other
provisions but subject to the Security Trust Deed, no amendment or
waiver of a term of any Hedging Agreement requires the consent of
any Finance Party other than the relevant hedge
counterparty.





 




(d)  

Despite any other
provision in this Clause 36 (Amendments and Waivers), any term of
the Finance Documents (other than any Hedging Agreement) may be
amended or waived by the Company (as Obligors’ Agent) and the
Agent or Security Trustee (as applicable) without the consent of
any other Party (including any Lender or class of Lenders) if that
amendment or waiver is to cure defects, resolve ambiguities or
reflect changes of a minor, technical or administrative
nature.





 




36.3  

Other
exceptions





An amendment or
waiver which relates to the rights or obligations of the Agent or
the Arranger, or the Security Trustee, or a Reference Bank (each in
their capacity as such) may not be effected without the consent of
the Agent or, as the case may be, the Arranger, the Security
Trustee, or that Reference Bank.

 




36.4  

Replacement
of Screen Rate





Subject to Clause
36.3 (Other exceptions), if
any Screen Rate is not available for a currency which can be
selected for a Loan, any amendment or waiver which relates to
providing for another benchmark rate to apply in relation to that
currency in place of that Screen Rate (or which relates to aligning
any provision of a Finance Document to the use of that other
benchmark rate) may be made with the consent of the Majority
Lenders and the Obligors.

 

 




37.  

INSTRUCTIONS
AND DECISIONS





 




37.1  

Abstentions





In determining
whether the Majority Lenders, have given instructions or a consent,
approval, waiver, amendment or other decision, a Lender will be
deemed to have Commitments or a participation of zero if it has so
elected by notice to the Agent.

 




37.2  

Transferees
bound





A consent,
approval, waiver, amendment or other decision by a Lender or any
instruction to the Agent by a Lender binds that Lender's assigns
and successors unless revoked under Clause 37.3 (Limitations on
revocation).

 




37.3  

Limitations
on revocation





Any instructions,
consent, approval, waiver, amendment or other decision by the
Majority Lenders may be revoked only by the Majority Lenders, and
may not be revoked if the decision has been acted
upon.

 




37.4  

Failure
to respond





If any Lender fails
to respond to a request for instructions, consent, approval,
waiver, amendment or other decision in relation to any Finance
Document within 10 Business Days of the response date advised by
the Agent (or if no period is specified, within 15 Business Days
after the date that the Lender has been provided with all
information necessary to make the relevant decision) for that
request (or any longer period agreed by the Company and the Agent),
that Lender, its Commitment and its participation shall not be
included for the purpose of calculating the Total Commitments or
participations under the relevant Facility/ies when ascertaining
whether all Lenders with any relevant percentage of Total
Commitments and/or participations have responded to that
request.

 




37.5  

Disenfranchisement
of Defaulting Finance Parties





For so long as a
Defaulting Finance Party has any Available Commitment, in
ascertaining the Majority Lenders or whether any given percentage
(including, for the avoidance of doubt, unanimity) of the Total
Commitments or the Commitments of any specified group of Lenders or
the agreement of all Lenders or all of any specified group of
Lenders has been obtained in respect of any request for
instructions, consent, approval, waiver, amendment or other
decision under the Finance Documents, that Defaulting Finance
Party's Commitments will be reduced by the amount of its Available
Commitments.

 

For the purposes of
this Clause 37.5, the Agent may assume that the following Lenders
are Defaulting Finance Parties:

 




(a)  

any Lender which
has notified the Agent that it has become a Defaulting Finance
Party;





 




(b)  

any Lender in
relation to which the relevant officers of the Agent having day to
day conduct of its role are aware that any of the events or
circumstances referred to in the definition of "Defaulting Finance
Party" has occurred,





 

unless it has
received notice to the contrary from the Lender concerned (together
with any supporting evidence reasonably requested by the Agent) or
the Agent is otherwise aware that the Lender has ceased to be a
Defaulting Finance Party.

 




37.6  

Replacement
of a Defaulting Finance Party








(a)  

The Company may, at
any time a Lender has become and continues to be a Defaulting
Finance Party, by giving 10 Business Days' prior written notice to
the Agent and such Lender require that Defaulting Finance Party to
do one of the following under Clause 24 (Changes to the Lenders) and the
Defaulting Finance Party shall comply with the
notice:





 




(i)  

transfer all of its
rights and obligations under the Finance Documents (including in
relation to any hedging between that Lender (and its Affiliate, if
applicable) and an Obligor); or





 




(ii)  

transfer all of the
undrawn Commitments of the Lender,





 

to a Lender or
another bank, financial institution, or to a trust, fund or other
entity which is regularly engaged in or established for the purpose
of making, purchasing or investing in loans, securities or other
financial assets (including credit derivatives) (a "Replacement Lender") selected by the
Company, and which (unless the Agent is an Defaulting Finance
Party) is acceptable to the Agent (acting reasonably), which
confirms its willingness to assume and does assume all the
obligations or all the relevant obligations of the transferring
Lender (including the assumption of the transferring Lender's
participations or unfunded participations (as the case may be) on
the same basis as the transferring Lender) for a purchase price in
cash payable at the time of transfer equal to the outstanding
principal amount of such Lender's participation in the outstanding
Loans and all accrued interest and/or Break Costs and other amounts
payable in relation to them under the Finance Documents (and in
respect of any hedging as certified by the transferring Lender and
as calculated in accordance with the relevant Hedging
Agreement).

 




(b)  

Any transfer of
rights and obligations of a Defaulting Finance Party pursuant to
this Clause 37 shall be subject to the following
conditions:





 




(i)  

the Company shall
have no right to replace the Agent or Security
Trustee;





 




(ii)  

neither the Agent
nor the Defaulting Finance Party shall have any obligation to the
Company to find a Replacement Lender;





 




(iii)  

the transfer must
take place no later than [30] days after the notice referred to in
paragraph (a) above; and





 




(iv)  

in no event shall
the Defaulting Finance Party be required to pay or surrender to the
Replacement Lender any of the fees received by the Defaulting
Finance Party pursuant to the Finance
Documents.





 

 




38.  

CONFIDENTIALITY





 




38.1  

Confidential
Information





Each Finance Party
agrees to keep all Confidential Information confidential and not to
disclose it to anyone, save to the extent permitted by Clause 38.2
(Disclosure of Confidential
Information) and Clause 38.3 (Disclosure to numbering service
providers), and to ensure that all Confidential Information
is protected with security measures and a degree of care that would
apply to its own confidential information. To the extent that
Confidential Information comprises personal information of any
officer, director or employee of an Obligor, each Finance Party
agrees to hold that personal information in accordance with the
Australian Privacy Principles.

 




38.2  

Disclosure
of Confidential Information





Any Finance Party
may disclose:

 




(a)  

to any of its
Affiliates and Related Funds and any of its or their officers,
directors, employees, professional advisers, auditors, partners and
Representatives such Confidential Information as that Finance Party
shall consider appropriate if any person to whom the Confidential
Information is to be given pursuant to this paragraph (a) is
informed in writing of its confidential nature and that some or all
of such Confidential Information may be price-sensitive information
except that there shall be no such requirement to so inform if the
recipient is subject to professional obligations to maintain the
confidentiality of the information or is otherwise bound by
requirements of confidentiality in relation to the Confidential
Information;





 




(b)  

to any
person:





 




(i)  

to (or through)
whom it assigns or transfers (or may potentially assign or
transfer) all or any of its rights and/or obligations under one or
more Finance Documents or which succeeds (or which may potentially
succeed) it as Agent and, in each case, to any of that person's
Affiliates, Related Funds, Representatives and professional
advisers;





 




(ii)  

with (or through)
whom it enters into (or may potentially enter into), whether
directly or indirectly, any sub-participation in relation to, or
any other transaction under which payments are to be made or may be
made by reference to, one or more Finance Documents and/or one or
more Obligors and to any of that person's Affiliates, Related
Funds, Representatives and professional
advisers;





 




(iii)  

appointed by any
Finance Party or by a person to whom paragraph (b)(i) or (ii) above
applies to receive communications, notices, information or
documents delivered pursuant to the Finance Documents on its behalf
(including, without limitation, any person appointed under
paragraph (c) of Clause 27.16 (Relationship with the
Lenders));





 




(iv)  

who invests in or
otherwise finances (or may potentially invest in or otherwise
finance), directly or indirectly, any transaction referred to in
paragraph (b)(i) or (ii) above;





 




(v)  

to whom information
is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other
regulatory authority or similar body, the rules of any relevant
stock exchange or pursuant to any applicable law or regulation
(except this paragraph does not permit the disclosure of any
information under section 275(4) of the Australian PPS Law unless
section 275(7) of the PPSA applies);





 




(vi)  

to whom information
is required to be disclosed in connection with, and for the
purposes of, any litigation, arbitration, administrative or other
investigations, proceedings or disputes (except this paragraph does
not permit the disclosure of any information under section 275(4)
of the Australian PPS Law  unless section 275(7) of the
PPSA applies);





 




(vii)  

to whom or for
whose benefit that Finance Party charges, assigns or otherwise
creates Security Interest (or may do so) pursuant to Clause 24.8
(Security over Lenders'
rights);





 




(viii)  

who is a Party;
or





 




(ix)  

with the consent of
the Company;





 

in each case, such
Confidential Information as that Finance Party shall consider
appropriate if:

 




(A)  

in relation to
paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom
the Confidential Information is to be given has entered into a
Confidentiality Undertaking except that there shall be no
requirement for a Confidentiality Undertaking if the recipient is a
professional adviser and is subject to professional obligations to
maintain the confidentiality of the Confidential
Information;





 




(B)  

in relation to
paragraph (b)(iv) above, the person to whom the Confidential
Information is to be given has entered into a Confidentiality
Undertaking or is otherwise bound by requirements of
confidentiality in relation to the Confidential Information they
receive and is informed that some or all of such Confidential
Information may be price-sensitive information;





 




(C)  

in relation to
paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom
the Confidential Information is to be given is informed of its
confidential nature and that some or all of such Confidential
Information may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of that
Finance Party, it is not practicable so to do in the circumstances;
and





 




(c)  

to any person
appointed by that Finance Party or by a person to whom paragraph
(b)(i) or (b)(ii) above applies to provide administration or
settlement services in respect of one or more of the Finance
Documents including without limitation, in relation to the trading
of participations in respect of the Finance Documents, such
Confidential Information as may be required to be disclosed to
enable such service provider to provide any of the services
referred to in this paragraph (c) if the service provider to whom
the Confidential Information is to be given has entered into a
confidentiality agreement substantially in the form of the LMA
Master Confidentiality Undertaking for Use With
Administration/Settlement Service Providers or such other form of
confidentiality undertaking agreed between the Company and the
relevant Finance Party; and





 




(d)  

to any rating
agency (including its professional advisers) such Confidential
Information as may be required to be disclosed to enable such
rating agency to carry out its normal rating activities in relation
to the Finance Documents and/or the Obligors if the rating agency
to whom the Confidential Information is to be given is informed of
its confidential nature and that some or all of such Confidential
Information may be price-sensitive information.





 




38.3  

Disclosure
to numbering service providers








(a)  

Any Finance Party
may disclose to any national or international numbering service
provider appointed by that Finance Party to provide identification
numbering services in respect of this Agreement, the Facilities
and/or one or more Obligors the following
information:





 




(i)  

names of
Obligors;





 




(ii)  

country of domicile
of Obligors;





 




(iii)  

place of
incorporation of Obligors;





 




(iv)  

date of this
Agreement;





 




(v)  

Clause 44
(Governing
law);





 




(vi)  

the names of the
Agent and the Arranger;





 




(vii)  

date of each
amendment and restatement of this Agreement;





 




(viii)  

amounts of, and
names of, the Facilities (and any tranches);





 




(ix)  

amount of Total
Commitments;





 




(x)  

currencies of the
Facilities;





 




(xi)  

type of
Facilities;





 




(xii)  

ranking of
Facilities;





 




(xiii)  

Maturity Date for
Facilities;





 




(xiv)  

changes to any of
the information previously supplied pursuant to  paragraphs (i) to
(xiii) above; and





 




(xv)  

such other
information agreed between such Finance Party and the
Company,





 

to enable such
numbering service provider to provide its usual syndicated loan
numbering identification services.

 




(b)  

The Parties
acknowledge and agree that each identification number assigned to
this Agreement, the Facilities and/or one or more Obligors by a
numbering service provider and the information associated with each
such number may be disclosed to users of its services in accordance
with the standard terms and conditions of that numbering service
provider.





 




(c)  

Each Obligor
represents that none of the information set out in paragraphs
(a)(i) to (a)(xv) above is, nor will at any time be, unpublished
price-sensitive information.





 




(d)  

The Agent shall
notify the Company and the other Finance Parties
of:





 




(i)  

the name of any
numbering service provider appointed by the Agent in respect of
this Agreement, the Facilities and/or one or more Obligors;
and





 




(ii)  

the number or, as
the case may be, numbers assigned to this Agreement, the Facilities
and/or one or more Obligors by such numbering service
provider.





 




38.4  

Entire
agreement





This Clause 38
constitutes the entire agreement between the Parties in relation to
the obligations of the Finance Parties under the Finance Documents
regarding Confidential Information and supersedes any previous
agreement, whether express or implied, regarding Confidential
Information.

 




38.5  

Inside
information





Each of the Finance
Parties acknowledges that some or all of the Confidential
Information is or may be price-sensitive information and that the
use of such information may be regulated or prohibited by
applicable legislation including securities law relating to insider
dealing and market abuse and each of the Finance Parties undertakes
not to use any Confidential Information for any unlawful
purpose.

 




38.6  

Notification
of disclosure





Each of the Finance
Parties agrees (to the extent permitted by law and regulation) to
inform the Company:

 




(a)  

of the
circumstances of any disclosure of Confidential Information made
pursuant to paragraphs (b)(v) and (b)(vi) of Clause 38.2
(Disclosure of Confidential
Information) except where such disclosure is made to any of
the persons referred to in that paragraph during the ordinary
course of its supervisory or regulatory function;
and





 




(b)  

upon becoming aware
that Confidential Information has been disclosed in breach of this
Clause 38.





 




38.7  

Continuing
obligations





The obligations in
this Clause 38 are continuing and, in particular, shall survive and
remain binding on each Finance Party for a period of [twelve]
months from the earlier of:

 




(a)  

the date on which
all amounts payable by the Obligors under or in connection with
this Agreement have been paid in full and all Commitments have been
cancelled or otherwise cease to be available;
and





 




(b)  

the date on which
such Finance Party otherwise ceases to be a Finance
Party.





 

 




39.  

PPS
LAW PROVISIONS





 




39.1  

Exclusion
of certain provisions of the PPS Law





Where any Finance
Party has a security interest (as defined in the PPS Law under any
Finance Document, to the extent the law permits:

 




(a)  

in relation to the
Australian PPSA, each Obligor agrees that:





 




(i)  

for the purposes of
sections 115(1) and 115(7) of the Australian
PPSA:





 




(A)  

each Finance Party
with the benefit of the security interest need not comply with
 sections 95,
118, 121(4), 125,130,  132(3)(d) or 132(4) of the Australian
PPSA; and





 




(B)  

sections 142 and
143 of the Australian PPSA are excluded;





 




(ii)  

for the purposes of
section 115(7) of the Australian PPSA, each Finance Party with the
benefit of the security interest need not comply with  sections 132 and
137(3);





 




(iii)  

each Party waives
its right to receive from any Finance Party any notice required
under the Australian PPSA (including a notice of a verification
statement);





 




(b)  

in relation to the
NZ PPS Law, each Obligor agrees that:





 




(i)  

it contracts out of
sections 114(1)(a), 133 and 134 of the NZ PPSA;
and





 




(ii)  

it waives its
rights to;





 




(A)  

receive a statement
of account under section 116 of the NZ PPSA;





 




(B)  

receive notice of
the Secured Party’s proposal to retain Personal Property
under section 120(2) of the NZ PPSA;





 




(C)  

object to the
Secured Party’s proposal to retain any Personal Property
under section 121 of the NZ PPSA;





 




(D)  

not have goods
damaged when the Secured Party (or any person on its behalf)
removes an accession under section 125 of the NZ
PPSA;





 




(E)  

be reimbursed for
damage caused when the Secured Party (or any person on its behalf)
removes an accession under section 126 of the NZ
PPSA;





 




(F)  

refuse permission
to remove an accession under section 127 of the NZ
PPSA;





 




(G)  

receive notice of
the removal of an accession under section 129 of the NZ PPSA;
and





 




(H)  

apply to the court
for an order concerning the removal of an accession under section
131 of the NZ PPSA.





 




(c)  

This does not
affect any rights a person has or would have other than by reason
of the PPS Law and applies despite any other Clause in any Finance
Document.





 




(d)  

If a Finance Party
with the benefit of a security interest exercises a right, power or
remedy in connection with it, that exercise is taken not to be an
exercise of a right, power or remedy under the PPS Law unless the
Finance Party states otherwise at the time of
exercise.  However, this Clause does not apply to a
right, power or remedy which can only be exercised under the PPS
Law.





 




(e)  

Where a Finance
Party has Powers in addition to, or existing separately from, those
in Chapter 4 of the Australian PPSA or Part 9 of the NZ PPSA, those
Powers will continue to apply and are not limited or excluded (or
otherwise adversely affected) by the Australian PPSA or the NZ PPSA
(as the case may be).  This is despite any other
provision of a Finance Document.





 




(f)  

If the PPS Law is
amended to permit the Parties to agree not to comply with or to
exclude other provisions of the PPS Law, the Agent may notify the
Company and the Finance Parties that any of these provisions is
excluded, or that the Finance Parties need not comply with any of
these provisions.





 




39.2  

Further
assurances





Whenever the Agent
reasonably requests an Obligor to do anything:

 




(a)  

to ensure any
Finance Document (or any security interest (as defined in the PPSA)
or other Security under any Finance Document) is fully effective,
enforceable and perfected with the contemplated
priority;





 




(b)  

for more
satisfactorily assuring or securing to the Finance Parties the
property the subject of any such security interest or other
Security in a manner consistent with the Finance Documents;
or





 




(c)  

for aiding the
exercise of any power in any Finance Document,





 

the Obligor shall
do it promptly at its own cost. This may include obtaining
consents, signing documents, getting documents completed and signed
and supplying information, delivering documents and evidence of
title and executed blank transfers, or otherwise giving possession
or control with respect to any property the subject of any security
interest or Security.

 

 




40.  

CONFIDENTIALITY
OF FUNDING RATES AND REFERENCE BANK QUOTATIONS





 




40.1  

Confidentiality
and disclosure








(a)  

The Agent and each
Obligor agree to keep each Funding Rate (and, in the case of the
Agent, each Reference Bank Quotation) confidential and not to
disclose it to anyone, save to the extent permitted by paragraphs
(b), (c) and (d) below.





 




(b)  

The Agent may
disclose:





 




(i)  

any Funding Rate
(but not, for the avoidance of doubt, any Reference Bank Quotation)
to the relevant Borrower pursuant to Clause 9.3 (Notification of rates of interest);
and





 




(ii)  

any Funding Rate or
any Reference Bank Quotation to any person appointed by it to
provide administration services in respect of one or more of the
Finance Documents to the extent necessary to enable such service
provider to provide those services if the service provider to whom
that information is to be given has entered into a confidentiality
agreement substantially in the form of the LMA Master
Confidentiality Undertaking for Use With Administration/Settlement
Service Providers or such other form of confidentiality undertaking
agreed between the Agent and the relevant Lender or Reference Bank,
as the case may be.





 




(c)  

The Agent may
disclose any Funding Rate or any Reference Bank Quotation, and each
Obligor may disclose any Funding Rate, to:





 




(i)  

any of its
Affiliates and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives if
any person to whom that Funding Rate or Reference Bank Quotation is
to be given pursuant to this  paragraph (i) is informed in writing of
its confidential nature and that it may be price-sensitive
information except that there shall be no such requirement to so
inform if the recipient is subject to professional obligations to
maintain the confidentiality of that Funding Rate or Reference Bank
Quotation or is otherwise bound by requirements of confidentiality
in relation to it;





 




(ii)  

any person to whom
information is required or requested to be disclosed by any court
of competent jurisdiction or any governmental, banking, taxation or
other regulatory authority or similar body, the rules of any
relevant stock exchange or pursuant to any applicable law or
regulation if the person to whom that Funding Rate or Reference
Bank Quotation is to be given is informed in writing of its
confidential nature and that it may be price-sensitive information
except that there shall be no requirement to so inform if, in the
opinion of the Agent or the relevant Obligor, as the case may be,
it is not practicable to do so in the
circumstances;





 




(iii)  

any person to whom
information is required to be disclosed in connection with, and for
the purposes of, any litigation, arbitration, administrative or
other investigations, proceedings or disputes if the person to whom
that Funding Rate or Reference Bank Quotation is to be given is
informed in writing of its confidential nature and that it may be
price-sensitive information except that there shall be no
requirement to so inform if, in the opinion of the Agent or the
relevant Obligor, as the case may be, it is not practicable to do
so in the circumstances; and





 




(iv)  

any person with the
consent of the relevant Lender or Reference Bank, as the case may
be.





 




(d)  

The Agent's
obligations in this Clause 40 relating to Reference Bank Quotations
are without prejudice to its obligations to make notifications
under Clause 9.3 (Notification of
rates of interest) provided that (other than pursuant to
paragraph (b)(i) above) the Agent shall not include the details of
any individual Reference Bank Quotation as part of any such
notification.





 




40.2  

Related
obligations








(a)  

The Agent and each
Obligor acknowledge that each Funding Rate (and, in the case of the
Agent, each Reference Bank Quotation) is or may be price-sensitive
information and that its use may be regulated or prohibited by
applicable legislation including securities law relating to insider
dealing and market abuse and the Agent and each Obligor undertake
not to use any Funding Rate or, in the case of the Agent, any
Reference Bank Quotation for any unlawful
purpose.





 




(b)  

The Agent and each
Obligor agree (to the extent permitted by law and regulation) to
inform the relevant Lender or Reference Bank, as the case may
be:





 




(i)  

of the
circumstances of any disclosure made pursuant to Clause 40.1(c)(ii)
(Confidentiality and
disclosure) above except where such disclosure is made to
any of the persons referred to in that paragraph during the
ordinary course of its supervisory or regulatory function;
and





 




(ii)  

upon becoming aware
that any information has been disclosed in breach of this Clause
40.





 




40.3  

No
Event of Default





No Event of Default
will occur under Clause 23.3 (Other obligations) by reason only of an
Obligor's failure to comply with this Clause 40.

 

 




41.  

COUNTERPARTS





 

Each Finance
Document may be executed in any number of counterparts, and this
has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document.

 

 




42.  

INDEMNITIES
AND REIMBURSEMENT





 

All indemnities and
reimbursement obligations (and any other payment obligations of any
Obligor) in each Finance Document are continuing and survive
termination of the Finance Document, repayment of the Utilisations
and cancellation or expiry of the Commitments.

 

 




43.  

ACKNOWLEDGEMENT





 

Except as expressly
set out in the Finance Documents none of the Asia Pacific Loan
Market Association, the Finance Parties or any of their advisers
have given any representation or warranty or other assurance to any
Obligor in relation to the Finance Documents and the transactions
they contemplate, including as to tax or other
effects.  The Obligors have not relied on any of them or
on any conduct (including any recommendation) by any of
them.  The Obligors have obtained their own tax and legal
advice.

 

The Code of Banking
Practice does not apply to the Finance Documents and the
transactions under them.

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

SECTION
12

GOVERNING
LAW AND ENFORCEMENT

 

 




44.  

GOVERNING
LAW





 

This Agreement is
governed by New South Wales law.

 

 




45.  

ENFORCEMENT





 




45.1  

Jurisdiction








(a)  

The courts having
jurisdiction in New South Wales have exclusive jurisdiction to
settle any dispute arising out of or in connection with this
Agreement (including a dispute relating to the existence, validity
or termination of this Agreement (a "Dispute").





 




(b)  

The Parties agree
that those courts are the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the
contrary.





 




(c)  

Notwithstanding
paragraph (a) above, no Finance Party shall be prevented from
taking proceedings relating to a Dispute in any other courts with
jurisdiction.  To the extent allowed by law, the Finance
Parties may take concurrent proceedings in any number of
jurisdictions.





 




45.2  

Service
of process





Without prejudice
to any other mode of service allowed under any relevant law, each
Obligor (other than an Obligor incorporated in
Australia):

 




(a)  

irrevocably
appoints the Company as its agent for service of process in
relation to any proceedings in connection with any Finance
Document; and





 




(b)  

agrees that failure
by a process agent to notify the relevant Obligor of the process
will not invalidate the proceedings concerned.





 

The Company
acknowledges and accepts its appointment as process agent in
Australia for each Obligor (other than an Obligor incorporated in
Australia).

 




46.  

CONTRACTUAL
RECOGNITION OF BAIL-IN





 




46.1  

Definitions





In this clause
46:

 




(a)  

"Bail-In Action" means the exercise of
any Write-down and Conversion Powers.





 




(b)  

"Bail-In Legislation"
means:





 




(i)  

in relation to an
EEA Member Country which has implemented, or which at any time
implements, Article 55 of Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions
and investment firms, the relevant implementing law or regulation
as described in the EU Bail-In Legislation Schedule from time to
time; and





 




(ii)  

in relation to any
other state, any analogous law or regulation from time to time
which requires contractual recognition of any Write-down and
Conversion Powers contained in that law or
regulation.





 




(c)  

"EEA Member Country" means any member
state of the European Union, Iceland, Liechtenstein and
Norway.





 




(d)  

"EU Bail-In Legislation Schedule" means
the document described as such and published by the Loan Market
Association (or any successor person) from time to
time.





 




(e)  

"Resolution Authority" means any body
which has authority to exercise any Write-down and Conversion
Powers.





 




(f)  

"Write-down and Conversion Powers"
means:





 




(i)  

in relation to any
Bail-In Legislation described in the EU Bail-In Legislation
Schedule from time to time, the powers described as such in
relation to that Bail-In Legislation in the EU Bail-In Legislation
Schedule; and





 




(ii)  

in relation to any
other applicable Bail-In Legislation:





 




(A)  

any powers under
that Bail-In Legislation to cancel, transfer or dilute shares
issued by a person that is a bank or investment firm or other
financial institution or affiliate of a bank, investment firm or
other financial institution, to cancel, reduce, modify or change
the form of a liability of such a person or any contract or
instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of
that person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability
or any of the powers under that Bail-In Legislation that are
related to or ancillary to any of those powers;
and





 




(B)  

any similar or
analogous powers under that Bail- In
Legislation.





 




46.2  

Contractual
recognition of bail-in





Notwithstanding any
other term of any Finance Document or any other agreement,
arrangement or understanding between the Parties, each Party
acknowledges and accepts that any liability of any Party to any
other Party under or in connection with the Finance Documents may
be subject to Bail-In Action by the relevant Resolution Authority
and acknowledges and accepts to be bound by the effect
of:

 




(a)  

any Bail-In Action
in relation to any such liability, including (without
limitation):





 




(i)  

a reduction, in
full or in part, in the principal amount, or outstanding amount due
(including any accrued but unpaid interest) in respect of any such
liability;





 




(ii)  

a conversion of
all, or part of, any such liability into shares or other
instruments of ownership that may be issued to, or conferred on,
it; and





 




(iii)  

a cancellation of
any such liability; and





 




(b)  

a variation of any
term of any Finance Document to the extent necessary to give effect
to any Bail-In Action in relation to any such
liability.





 

 

 

This
Agreement has been entered into on the date stated at the beginning
of this Agreement.

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

Schedule
1

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

 

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

THE
ORIGINAL PARTIES

 

Part
I

 

 

 

The
Original Obligors

 



ABN/NZ
Company Number

Address
for Service of Notice





 

 

 

Royal Wolf Trading
Australia                                                      38
069 244
417                                                      Level
2, 22-28 Edgeworth Pty
Ltd David Avenue
Hornsby NSW
2077

 

 

 

Royalwolf Trading New
Zealand                                                                1062072                                           Level
2, 22-28 Edgeworth

 

Limited                                                                                                 David
Avenue Hornsby NSW 2077

 

 

 

Name
of Original
Guarantor                                                      ABN/NZ
Company
Number                                                                Address
for Service of Notice

 

 

 

Royal Wolf Holdings
Limited                                                                91
121 226
793                                                      Level
2, 22-28 Edgeworth David Avenue Hornsby NSW 2077

 

 

 

Royal Wolf Trading
Australia                                                      38
069 244
417                                                      Level
2, 22-28 Edgeworth Pty
Ltd David Avenue
Hornsby NSW
2077

 

 

 

Royalwolf Trading New
Zealand                                                                1062072                                           Level
2, 22-28 Edgeworth

 

Limited                                                                                                 David
Avenue Hornsby NSW 2077

 

 

 

Kookaburra Containers
Pty                                                                22
079 735
050                                                      Level
2, 22-28 Edgeworth

 

Limited                                                                                                 David
Avenue Hornsby NSW 2077

 

Royalwolf NZ Acquisition
Co.                                                                2115393                                           Level
2, 22-28 Edgeworth

 

Limited                                                                                                 David
Avenue Hornsby NSW 2077

 

 

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

Part
II

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

 

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

The
Original Lenders

 


	
Name
of Original Lender

	
 
Facility
A Commitment

 

	
 
Facility
B Commitment

 

	
 
Facility
C Commitment

 

	
Address
for Service of Notice


	
 

	
 
 

 

	
 
 

 

	
 
 

 

	
 


	
Deutsche Bank AG,
Sydney Branch

	

 $A20,000,000 

	

 $A85,000,000 

	

 $A20,000,000 

	
Level 16, Deutsche
Bank Place, Cnr Hunter & Phillip Streets, Sydney NSW 2000
Australia






 

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

Schedule
2

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

 

 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

CONDITIONS
PRECEDENT

 

Part
I

 

 

 

Conditions
Precedent To Initial Utilisation

 




1.  

Original
Obligors





 




(a)  

For each Australian
Obligor, a verification certificate given by a director of each
Australian Obligor substant ially in the form as set out in Part
III(A) of this Schedule, with the attachments referred to in that
form, and dated no earlier than 5 days before the first Utilisation
Date.





 




(b)  

For each New
Zealand Obligor, a director’s certificate given by a director
of each New Zealand Obligor substantially in the form as set out in
Part III(B) of this Schedule, with the attachments referred to in
that form, and dated no earlier than 5 days before the first
Utilisation Date.





 




(c)  

All documents and
other evidence reasonably requested by the Agent or an Original
Lender (through the Agent) in order for the Agent or the Lender to
carry out all necessary "know your customer" or other similar
checks in relation to each Obligor and each of its authorised
signatories under all applicable laws and regulations where such
information is not already available to the
recipient.





 




2.  

Finance
Documents





 




(a)  

Duly executed
counterparts of all Finance Documents required to be entered into
on or before Financial Close and all Security Document to be
entered into by the Original Obligors in registrable from with
cleared funds (or evidence that such funds will be so paid with the
proceeds of a Utilisation on Financial Close) paid to the Security
Trustee for the amount of stamp duty payable together with all
documentation and funding to enable the Security Trustee to stamp
and register the Finance Documents with any Governmental Agency
with their agreed priority and all title documents required to be
provided under the Security Documents (being share/unit
certificates and blank share/unit transfer
forms).





 




(b)  

A copy of all
notices required to be sent under the Security Documents executed
by the relevant Obligors or duly acknowledged by the addressee, as
the case may be.





 




3.  

Legal
opinions





 




(a)  

A legal opinion of
King & Wood Mallesons, legal advisers to the Lenders in
Australia.





 




(b)  

A legal opinion of
Mayne Wetherell, legal advisers to the Finance Parties in New
Zealand.





 




4.  

Other
documents and evidence





 




(a)  

A copy of any other
Authorisation or other document, opinion or assurance which the
Agent considers to be necessary or desirable (if it has notified
the Company accordingly) in connection with the entry into and
performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance
Document, including Foreign Investment Review Board approval for
the acquisition of shares in the Company by
GFN.





 




(b)  

The Original
Financial Statements.





 




(c)  

Evidence that the
fees, costs and expenses then due from the Company pursuant to
Clause 12 (Fees) and Clause
17 (Costs and Expenses)
have been paid or will be paid by the first Utilisation
Date.





 




(d)  

A group structure
chart for the Group.





 




(e)  

A copy, certified
by an authorised signatory of the Company to be a true copy,
of:





 




(i)  

the Financial
Model;





 




(ii)  

the Takeover
Documents; and





 




(iii)  

the Bison Capital
Financing Documents (with terms, including subordination, events of
default, maturity and other key provisions acceptable to the
Original Lenders).





 




(f)  

Evidence that,
following Financial Close the only Financial Indebtedness of the
Obligors will be Permitted Financial Indebtedness and the only
Security Interests existing in respect of an Obligor will be
Permitted Security Interests.





 




(g)  

A due diligence
report by Grant Thornton in relation to financial
matters.





 




(h)  

Evidence that not
less than A$100,000,000 has been subscribed by GFN or a Subsidiary
of GFN which is a Holding Company of the Company for preference
shares or ordinary shares in the Company.





 




(i)  

Evidence that GFN
has acquired no less than 90% of the ordinary shares in the Company
and initiated the compulsory acquisition procedure under Part 6A.1
of the Australian Corporations Act in respect to the remaining
ordinary shares in the Company.





 




(j)  

Confirmation that
each Finance Party has completed all necessary "know your customer"
or other similar checks and on-boarding processes in relation to
each Obligor and each of its authorised
signatories.





 




(k)  

Evidence that the
Interest Prepayment Account has been established with the Account
Bank.





 

 




	
32801928_13

	
 

	
 

	
 






 

 

 



 


 





 

Part
II

 

 

 

CONDITIONS
PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL
OBLIGOR

 




1.  

An Accession
Letter, duly executed by the Additional Obligor and the
Company.





 




2.  

Unless the
Additional Obligor is a "Security Provider" under the Security
Trust Deed, a Security Provider Accession Deed (as defined in the
Security Trust Deed), duly executed by the Additional Obligor and
the Company.





 




3.  

For each Additional
Obligor incorporated in Australia, a verification certificate given
by a director of the Additional Obligor incorporated in Australia
in the form set out in  Part III(A) of this Schedule, with the
attachments referred to in that form, and dated no earlier than the
date of the Accession Letter.





 




4.  

For each Additional
Obligor incorporated in New Zealand, a director’s certificate
given by a director of the Additional Obligor incorporated in New
Zealand in the form set out in Part III(B) of this Schedule, with
the attachments referred to in that form, and dated no earlier than
the date of the Accession Letter.





 




5.  

All documents and
other evidence reasonably requested by the Agent or a Lender
(through the Agent) in order for the Agent or the Lender to carry
out all necessary "know your customer" or other similar checks in
relation to the Additional Obligor and each of its authorised
signatories under all applicable laws and regulations where such
information is not already available to the
recipient.





 




6.  

A copy of any other
Authorisation or other document, opinion or assurance which the
Agent considers to be necessary or desirable in connection with the
entry into and performance of the transactions contemplated by the
Accession Letter or for the validity and enforceability of any
Finance Document.





 




7.  

If available, the
latest audited financial statements of the Additional
Obligor.





 




8.  

A legal opinion of
King & Wood Mallesons, legal advisers to the Lenders in
Australia.





 




9.  

If the Additional
Obligor is incorporated in a jurisdiction outside Australia, a
legal opinion of the legal advisers to the Arranger, Security
Trustee and the Agent in the jurisdiction in which the Additional
Obligor is incorporated.





 




10.  

Security documents
in favour of the Security Trustee, as specified by the Agent in
respect of the obligations of the proposed Additional Obligor (with
or without securing the obligations of other Obligors) under the
Finance Documents, giving Security over all or substantially all
its assets which may be the subject of Security by law except to
the extent otherwise agreed by the Agent acting on the instructions
of the Majority Lenders. Any security documents which are required
by the Agent (acting on the instructions of the Majority Lenders)
to be executed by the proposed Additional
Obligor.





 




11.  

Any notices or
documents required to be given or executed under the terms of those
security documents or reasonably required by the Agent or Security
Trustee in respect of those security documents or Security has been
taken.





 




12.  

Evidence that any
other step then required to be taken under the terms of those
security documents or by the Agent or Security Trustee in respect
of those security documents or Security.





 




13.  

Evidence (if
applicable) that the provisions of Part 2J.3 of the Australian
Corporations Act 2001 (or the equivalent provisions in any other
relevant jurisdiction) have been complied with in relation to the
Accession Letter (if required) and the transactions contemplated
under it.





 




14.  

Confirmation that
each Finance Party has completed all necessary "know your customer"
or other similar checks and on-boarding processes in relation to
the Additional Obligor and each of its authorised
signatories.





 

 




	
32801928_13

	
 

	
 

	
 

	
21-40575365






 

 

 



 


 





 

 

 

 



 

 



 


 





 

Part
III

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

A.
Form of Verification Certificate for Australian
entities

 

From:                      [Borrower/Original
Obligor/Additional Obligor]

 

To:                      [Agent]

 

Royal Wolf Holdings
Limited  – A$125,000,000 Syndicated Facility
Agreement

 

Dated [       ]
2017 (the "Agreement")

 

I am a director of
[                  ]
of [address] ("Company")1 and am authorised
to execute this Certificate in the name of the
Company.

 

I refer to the
Agreement.  Terms defined in the Agreement shall have the
same meaning in this certificate unless given a different meaning
in this certificate.

 

Attached are
complete copies of the following:

 




1.  

The constitutional
documents of the Company.





 




2.  

Extracts of minutes
of a meeting of directors of the Company:





 




(a)  

Approving the terms
of, and the transactions contemplated by, the Finance Documents to
which it is expressed to be a party and resolving that it execute
the Finance Documents to which it is expressed to be a party and in
the case of the Original Guarantors, including a statement of
corporate benefit;





 




(b)  

Authorising the
execution of each Finance Document to which it is expressed to be a
party on its behalf/[a power of attorney for execution of each
Finance Document to which it is expressed to be a party];
and





 




(c)  

Authorising a
specified person or persons, on its behalf, as authorised signatory
to sign and/or dispatch all documents and notices (including, if
relevant, any Utilisation Request) to be signed and/or despatched
by it under or in connection with the Finance Documents to which it
is expressed to be a party.





 




3.  

[Any power of
attorney duly stamped and registered where necessary under which
the Company executed any Finance Document to which it is expressed
to be a party, executed under common seal or by two directors or a
director and a secretary.]





 




4.  

A specimen
signature of each person authorised to give notices for the
Company.





 




5.  

[Insert other
matters to be verified, including any details required by the
Finance Parties for the purposes of registering financing
statements or financing change statements on the register under the
Personal Property Securities Act 2009 (for instance a confirmation
that serial numbers and other information previously provided is
true, accurate and up to date) or otherwise perfecting security
interests arising under the Finance Documents.  Where the
Company is incorporated in a jurisdiction outside Australia,
consider including reference to copies of any Authorisation or
document required under paragraph 4(a) of Part I or paragraph [4]
of Part II of Schedule 2 (Conditions
Precedent).]





 

The Company is
solvent.  [It is not prevented by Chapter 2E of the
Australian Corporations Act 2001 from entering into and performing
any of the Finance Documents to which it is expressed to be a
party.]

 

Borrowing or
guaranteeing, as appropriate, the Total Commitments would not cause
any borrowing, guaranteeing or similar limit binding on any
Original Obligor to be exceeded.

 

 

 


	
 


	
Director






 

 

 

 


 




1

Company will be the
relevant Original Obligor or Additional
Obligor.





 

 



 

 



 


 





 

 

B.
Form of Director’s Certificate for New Zealand
entities

 

To:                 [Name
and address of Agent]

And
to:                 Mayne
Wetherell

 

I,                                     ,certify
I am a director of [●] (Company) and am authorised to sign and
deliver this certificate in the name of the Company and on its
behalf. I certify as follows:

 

 




1.  

BOARD
RESOLUTIONS





 




1.1  

The board of
directors of the Company (Board) has passed all necessary
resolutions to:





 




(a)  

approve the
transactions (Transactions)
contemplated by the document[s] listed in the schedule
(Document[s]), and the
Document[s] [themselves][itself];





 




(b)  

authorise signing
of the Document[s] by or on behalf of the Company in the manner in
which [they have][it has] actually been signed[;
and





 




(c)  

authorise the
persons specified in paragraph 10 to give any notices and other
communications, and take any other action required, under or in
connection with the Document[s] on behalf of the
Company].





 




1.2  

The resolutions
were duly passed[





 

Option
1:  <in writing signed by [all of] the directors of
the Company [entitled to receive notice of a meeting of the
Board].>

 

Option
2:  <at a meeting of the Board which was properly
convened and in respect of which all quorum requirements were duly
observed.>]

 




1.3  

The resolutions
remain in full force and effect.





 

 




2.  

DIRECTORS
SELF INTERESTED TRANSACTIONS





 




2.1  

[Option
1:  <To the best of my knowledge and belief after
making due enquiry [of each other director (as that term is defined
in section 126 of the Companies Act 1993 (Act)) of the Company], none of the
directors (as so defined) of the Company has an interest (as that
term is defined in section 139 of the Act) in the
Transactions.>





 

Option
2:  <After making due enquiry, it has been determined
that one or more of the Company’s directors (as that term is
defined in section 126 of the Companies Act 1993 (Act)) is, or may be, interested (as that
term is defined in section 139 of the Act) in the Transactions and
such interests have been entered in the interests register
accordingly.  The Transactions have been disclosed to all
shareholders of the Company.

 

All of the
Company’s entitled persons have agreed in writing (pursuant
to section 107(3) of the Act) to the Company’s entry into and
performance of the Document[s] and the Transactions (so that
nothing in sections 140 and 141 of the Act will apply to the
Transactions).>]

 




2.2  

In approving the
Document[s] and the Transactions, the Board, after taking into
account all relevant factors, is of the view that the Company is
receiving or will receive fair value under
them.





 

 




3.  

CORPORATE
BENEFIT





 




3.1  

In approving the
Document[s] and the Transactions, the Board, after taking into
account all relevant factors, is of the view[





 

Option
1:  <that the Company’s entry into and
performance of the Document[s] and the Transactions is in the best
interests of the Company.>

 

Option
2:  <(pursuant to an express provision in the
constitution of the Company) that the Company’s entry into
and performance of the Document[s] and the Transactions is in the
best interests of the Company’s holding company[ and as the
Company is not a wholly owned subsidiary of the Company’s
holding company the prior agreement to the Company's entry into and
performance of the Document[s] and the Transactions has been
obtained from all of the Company’s shareholders, other than
that holding company].>]

 

 




4.  

SHAREHOLDER
RESOLUTIONS





 




4.1  

[Option
1:  <It has been determined that the Transactions are
a Major Transaction for the purposes of section 129 of the Act.
Accordingly, [all of] the shareholders of the Company have by
special resolution:





 




(a)  

approved the
Document[s] and the Transactions; and





 




(b)  

confirmed, approved
and ratified the resolutions of the Board referred to
above.>]





 

Option
2:  <It has been determined that the Transactions do
not constitute a Major Transaction for the purpose of section 129
of the Act.>]

 

 




5.  

DUE
EXECUTION





 




5.1  

[Each of the][The]
Document[s] has been properly signed and delivered by the
Company.





 

 




6.  

SOLVENCY





 




6.1  

I am not aware of
any liquidation proceedings which have been commenced against the
Company by any person, or which are intended or anticipated by the
Company.





 




6.2  

No Event of
Insolvency (as defined in the Documents) subsists in relation to
the Company.





 

 




7.  

FINANCIAL
ASSISTANCE





 




7.1  

[Option
1:  <The Transactions do not include or involve any
provision by the Company (directly or indirectly) of financial
assistance in connection with the acquisition of a share issued or
to be issued by the Company or its holding
company.





 

OR

 

Option
2:  <The Transactions do include or involve the
provision by the Company (directly or indirectly) of financial
assistance in connection with the acquisition of a share issued or
to be issued by the Company or its holding company. Accordingly,
all of the entitled persons in relation to the Company have agreed
in writing (pursuant to section 107(1)(e) of the Act) to the
Company’s entry into and performance of the Documents and the
Transactions (so that nothing in sections 76 to 80 of the Act will
apply to the Transactions).

 

Prior to the
provision of the financial assistance, the Board, after taking into
account all relevant factors, resolved that it is satisfied on
reasonable grounds that the Company would, immediately after the
giving of the financial assistance, satisfy the solvency test as
set out in section 4, as modified by section 108(5), of the
Act.

 

Those directors of
the Company who voted in favour of the giving of financial
assistance have signed a certificate stating that, in their
opinion, the Company will, immediately after the financial
assistance is given, satisfy the solvency test as set out in
section 4, as modified by section 108(5), of the Act.

 

As far as I am
aware, at no time since the passing of the resolution referred to
in paragraph 6.2 has the Board, or any director of the Company,
ceased to be satisfied that the Company will satisfy the solvency
test immediately after the giving of the financial
assistance.>]

 

 




8.  

CONSTITUTION





 




8.1  

[Option
1:  <The Company does not have a
constitution.>





 

OR

 




8.2  

Option
2:  <The copy of the constitution of the Company held
on its records as maintained on the Companies Office website as at
the date of this certificate is complete and includes all
alterations to date.]





 

 




9.  

AUTHORISATIONS





 




9.1  

[Option
1:  <All consents and other authorisations required by
the Company in connection with the entry into, execution and
performance of the Documents and the Transactions have been
obtained on an unconditional and unqualified basis and remain in
full force and effect.>





 

OR

 




9.2  

Option
2:  <No consents or other authorisations are required
by the Company in connection with the entry into, execution and
performance of the Documents or the
Transactions.>]





 

 




10.  

AUTHORISED
SIGNATORIES





 




10.1  

The following are
the true signatures of the persons who have been authorised ([any
one of them acting alone][any two of them acting together]) to give
any notices and other communications, and to take any other action
required, under or in connection with the Document[s] on behalf of
the Company.





 


	
Name

 

	
 

	
Position

	
 

	
Signature


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 






 

 

Signed
by:                        Date:                                           

 Director

 

 



 

 



 


 





 

SCHEDULE
OF DOCUMENTS

 

 

 

 



 

 



 


 





 

Schedule
3

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

REQUESTS

 

Utilisation
Request

 

From:           [Borrower]

 

To:           [Agent]

 

Dated:

 

Dear
Sirs

 

Royal Wolf Holdings
Limited – A$125,000,000 Syndicated Facility
Agreement

 

dated [       ]
(the "Agreement")

 




1.  

We refer to the
Agreement.  This is a Utilisation
Request.  Terms defined in the Agreement have the same
meaning in this Utilisation Request unless given a different
meaning in this Utilisation Request.





 




2.  

We wish to borrow a
Loan on the following terms:





 




Proposed
Utilisation Date:

[       ]
(or, if that is not a Business Day, the next Business
Day)





 




Facility to be
utilised:

[Facility
A]/[Facility B]/[Facility C]





 




Currency of
Loan:

[Australian dollars
/ New Zealand dollars]





 




Amount:

[       ]
or, if its Base Currency Amount exceeds the Available Facility,
such lesser amount whose Base Currency Amount equals, the Available
Facility





 




Interest
Period:

3
months





 




3.  

We confirm that
each condition specified in Clause 4.2 (Further conditions precedent) of the
Agreement is satisfied on the date of this Utilisation Request
[except as described in the notice dated [*] given to you, a copy
of which is attached].





 




4.  

[This Loan is to be
made in [whole]/[part] for the purpose of refinancing [identify
maturing Facility C Loan]/[ The proceeds of this Loan should be
credited to [account].]





 




5.  

This Utilisation
Request is irrevocable.





 

Yours
faithfully

 

 

 

 


authorised
signatory for

[name of relevant
Borrower]

 

 

 

 



 

 



 


 





 

Schedule
4                      

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

FORM
OF TRANSFER CERTIFICATE

 

Part
I

 

 

 

FORM
OF SINGLE LENDER TRANSFER CERTIFICATE

 




To:

[           ]
as Agent





 




From:

[The Existing
Lender] (the "Existing
Lender") and [The New Lender] (the "New Lender")





 




 

Dated:





 

Royal Wolf Holdings
Limited – A$125,000,000 Syndicated Facility
Agreement

 

dated [           ]
(the "Agreement")

 




1.  

We refer to the
Agreement. This is a Transfer Certificate.  Terms defined
in the Agreement have the same meaning in this Transfer Certificate
unless given a different meaning in this Transfer
Certificate.





 




2.  

We refer to Clause
24.5 (Procedure for
novation) of the Agreement:





 




(a)  

The Existing Lender
and the New Lender agree to the Existing Lender and the New Lender
with effect from and including the Transfer Date novating in
accordance with Clause 24.5 (Procedure for novation) of the
Agreement that portion of the Existing Lender's Commitment and
participations in Utilisations under the Agreement specified in the
Schedule, and all of the Existing Lender's rights and obligations
under the Agreement, the other Finance Documents and in respect of
the Transaction Security which related to that
portion.





 




(b)  

The proposed
Transfer Date is [           ].





 




(c)  

To the extent
permitted by law, the Existing Lender assigns to the New Lender all
rights of action that it may have to the extent they relate to its
novated Commitment and its corresponding rights and obligations and
all sums provided under or in connection with the novated
Commitment.





 




(d)  

The Facility Office
and address, fax number and attention details for notices of the
New Lender for the purposes of Clause 32.2 (Addresses) of the Agreement are set out
in the Schedule.





 




3.  

The New Lender
expressly acknowledges the limitations on the Existing Lender's
obligations set out in paragraphs (a) and (c) of Clause 24.4
(Limitation of responsibility of
Existing Lenders) of the Agreement.





 




4.

This Transfer
Certificate may be executed in any number of counterparts and this
has the same effect as if the signatures on the counterparts were
on a single copy of this Transfer Certificate.





 

5.           This
Transfer Certificate governed by the laws of New South
Wales.

 




6.

This Transfer
Certificate has been entered into on the date stated at the
beginning of this Transfer Certificate.





 




7.

[Where the
transferee is a trustee under Australian law of a fund, this
certificate may if the Agent and the Security Trustee agree contain
a provision limiting its liability under the Finance Documents to
fund assets except to the extent its right to apply the fund assets
towards satisfaction of that liability is impaired because of a
breach of trust or other impropriety, such provision to be in the
following form or as otherwise agreed by the Agent and the Security
Trustee.  Each of the Agent's and the Security Trustee's
decision is its own.  It need not consult or obtain
instructions and is not bound by instructions.





 




(a)  

Trustee2 enters into and
performs this Transfer Certificate and the Agreement and the
transactions they contemplate only as trustee of the Trust, except
where expressly stated otherwise.  This applies also in
respect of any past and future conduct (including omissions)
relating to this Transfer Certificate and the Agreement or those
transactions.





 




(b)  

Under and in
connection with this  Transfer Certificate and the
Agreement and those transactions and conduct:





 




(i)  

Trustee’s
liability (including for negligence) is limited to the extent it
can be satisfied out of the assets of the Trust. Trustee need not
pay any such liability out of other assets;





 




(ii)  

another party may
only do the following (but any resulting liability remains subject
to this Clause):





 




(A)  

prove and
participate in, and otherwise benefit from, any form of insolvency
administration of Trustee but only with respect to Trust
assets;





 




(B)  

exercise rights and
remedies with respect to Trust assets, including
set-off;





 




(C)  

enforce its
security (if any) and exercise contractual rights;
and





 




(D)  

bring any other
proceedings against Trustee, seeking relief or orders that are not
inconsistent with the limitations in this
Clause.





 

and may not
otherwise:

 




(E)  

bring proceedings
against Trustee;





 




(F)  

take any steps to
have Trustee placed into any form of insolvency administration (but
this does not prevent the appointment of a receiver, or a receiver
and manager, in respect of Trust assets); or





 




(G)  

seek by any means
(including set-off) to have a liability of Trustee to that party
(including for negligence) satisfied out of any assets of Trustee
other than Trust assets.





 




(c)  

Paragraphs (a) and
(b) apply despite any other provision in this Transfer Certificate
or the Agreement but do not apply with respect to any liability of
Trustee to another party (including for negligence) to the extent
that Trustee has no right or power to have Trust assets applied
towards satisfaction of that liability, or its right or power to do
so is subject to a deduction, reduction, limit or requirement to
make good, in any case because Trustee has acted beyond power or
improperly in relation to the Trust.





 




(d)  

The limitation in
paragraph (b)(i) is to be disregarded for the purposes (but only
for the purposes) of the rights and remedies described in paragraph
(b)(ii), and interpreting this Transfer Certificate and the
Agreement and any security for it, including determining the
following:





 




(e)  

whether amounts are
to be regarded as payable (and for this purpose damages or other
amounts will be regarded as a payable if they would have been owed
had a suit or action barred under paragraph (b)(ii) been
brought);





 




(i)  

the calculation of
amounts owing; or





 




(ii)  

whether a breach or
default has occurred,





 

but any resulting
liability will be subject to the limitations in this
Clause.]

 

 

 


 




2

Replace with
defined term for the party which is a trustee.





 

 



 

 



 


 





 

THE
SCHEDULE

 

Commitment/rights
and obligations to be transferred

 

[insert relevant
details]

 

[Facility Office
address, fax number and attention details for notices and account
details for payments,]

 




[Existing
Lender]

[New
Lender]





 




By:

By:





 

This Transfer
Certificate is [executed as a deed and]3  accepted
by the Agent.  The Transfer Date is confirmed as
[           ].

 

[Agent]

 

 

 

By:        

 

 

 

 

 


 




3

Insert (and use
appropriate signature blocks) when the Agreement is executed as a
deed, that is, when the Agent may be required to execute deeds on
behalf of the Lenders.





 

 



 

 



 


 





 

Part
II

 

 

 

FORM
OF SYNDICATION TRANSFER CERTIFICATE

 

To:           [           ]
as Agent

 

From:           The
parties set out in  part 1 of the Schedule (each an
"Existing Lender") and the
parties set out in  part 2 of the Schedule (each a
"New Lender")

 

Dated:

 

Royal Wolf Holdings
Limited – A$125,000,000 Syndicated Facility
Agreement

 

dated [           ]
(the "Agreement")

 




1.  

We refer to the
Agreement and to the related Security Trust Deed dated
[                  ]
(the "Security Trust Deed")
executed by [    ] (the
"Security Trustee") and
others.  This is a Transfer Certificate.  Terms
used in the Agreement will have the same meaning in this Transfer
Certificate unless given a different meaning in this Transfer
Certificate.





 




2.  

We refer to Clause
24.5 (Procedure for
novation) of the Agreement:





 




(a)  

The Existing
Lenders and the New Lenders agree to the Existing Lenders and the
New Lenders novating all or part of the Existing Lenders'
Commitments, rights and obligations in accordance with Clause 24.5
(Procedure for novation) of
the Agreement so that as from the Transfer Date the Commitments
[and participations in Loans] will be as set out in the Schedule
and each New Lender and Existing Lender will have the corresponding
rights and obligations under this Agreement, the other Finance
Documents and the Transaction Security.  Each Existing
Lender's Commitments, [participations in Loans] rights and
obligations [in respect of a Facility] being novated are allocated
among the New Lenders rateably according to the New Lenders'
respective Commitments [in respect of that Facility] specified in
the Schedule.





 




(b)  

The proposed
Transfer Date is [           ].





 




(c)  

To the extent
permitted by law, the Existing Lender assigns to the respective New
Lenders all rights of action that it may have to the extent they
relate to its novated Commitment and its corresponding rights and
obligations and all sums provided under or in connection with the
novated Commitment.





 




(d)  

The Facility Office
and address, fax number and attention details for notices of the
New Lenders for the purposes of Clause 32.2 (Addresses) of the Agreement are set out
in the Schedule.





 




3.  

Each New Lender
expressly acknowledges the limitations on the Existing Lenders'
obligations set out in paragraphs (a) and (c) of Clause 24.4
(Limitation of responsibility of
Existing Lenders) of the Agreement.





 




4.

This Transfer
Certificate may be executed in any number of counterparts and this
has the same effect as if the signatures on the counterparts were
on a single copy of this Transfer Certificate.





 




5.

This Transfer
Certificate has been entered into on the date stated at the
beginning of this Transfer Certificate.





 

6.           This
Transfer Certificate governed by the laws of New South
Wales.

 




7.

[Where a transferee
is a trustee under Australian law of a fund, this certificate may
if the Agent and the Security Trustee agree contain a provision
limiting its liability under the Finance Documents to fund assets
except to the extent its right to apply the fund assets towards
satisfaction of that liability is impaired because of a breach of
trust or other impropriety, such provision to be in the following
form or as otherwise agreed by the Agent and the Security
Trustee.  The Agent's decision is its own. It need not
consult or obtain instructions and is not bound by
instructions.





 




(a)  

Trustee4 enters into and
performs this Transfer Certificate and the Agreement and the
transactions they contemplate only as trustee of the Trust, except
where expressly stated otherwise.  This applies also in
respect of any past and future conduct (including omissions)
relating to this Transfer Certificate and the Agreement or those
transactions.





 




(b)  

Under and in
connection with this Transfer Certificate and the Agreement and
those transactions and conduct:





 




(i)  

Trustee’s
liability (including for negligence) is limited to the extent it
can be satisfied out of the assets of the Trust. Trustee need not
pay any such liability out of other assets;





 




(ii)  

another party may
only do the following (but any resulting liability remains subject
to this Clause):





 




(A)  

prove and
participate in, and otherwise benefit from, any form of insolvency
administration of Trustee but only with respect to Trust
assets;





 




(B)  

exercise rights and
remedies with respect to Trust assets, including
set-off;





 




(C)  

enforce its
security (if any) and exercise contractual rights;
and





 




(D)  

bring any other
proceedings against Trustee, seeking relief or orders that are not
inconsistent with the limitations in this
Clause;





 

and may not
otherwise:

 




(E)  

bring proceedings
against Trustee;





 




(F)  

take any steps to
have Trustee placed into any form of insolvency administration (but
this does not prevent the appointment of a receiver, or a receiver
and manager, in respect of Trust assets); or





 




(G)  

seek by any means
(including set-off) to have a liability of Trustee to that party
(including for negligence) satisfied out of any assets of Trustee
other than Trust assets.





 




(c)  

Paragraphs (a) and
(b) apply despite any other provision in this Transfer Certificate
or the Agreement but do not apply with respect to any liability of
Trustee to another party (including for negligence) to the extent
that Trustee has no right or power to have Trust assets applied
towards satisfaction of that liability, or its right or power to do
so is subject to a deduction, reduction, limit or requirement to
make good, in any case because Trustee has acted beyond power or
improperly in relation to the Trust.





 




(d)  

The limitation in
paragraph (b)(i) is to be disregarded for the purposes (but only
for the purposes) of the rights and remedies described in paragraph
(b)(ii), and interpreting this Transfer Certificate and the
Agreement and any security for it, including determining the
following:





 




(i)  

whether amounts are
to be regarded as payable (and for this purpose damages or other
amounts will be regarded as a payable if they would have been owed
had a suit or action barred under paragraph (b)(ii) been
brought);





 




(ii)  

the calculation of
amounts owing; or





 




(iii)  

whether a breach or
default has occurred,





 

but any resulting
liability will be subject to the limitations in this
Clause.]

 

 

 


 




4

Replace with
defined term for the party which is a trustee.





 

 



 

 



 


 





 

THE
SCHEDULE

 

Commitment/rights
and obligations to be transferred

 

Part 1 Existing
Lenders

 



[Participation in
Loans after novation]

Address
Details





 

[Only insert if
there are changes]

 

Part 2 New
Lenders

 



[Participation in
Loans after novation]

Address
Details





 

[Insert relevant
details of address, account]

 

[Existing
Lenders]

 

 

 

By:        

 

 

 

[New Lenders]
[Insert signature blocks for each New Lender]

 

 

 

By:        

 

This Transfer
Certificate is [executed as a deed and] accepted by the
Agent.  The Transfer Date is confirmed as [           ].

 

[Agent]

 

 



 

 



 


 





 

Schedule
5

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

FORM
OF ACCESSION LETTER

 

To:           [          ]
as Agent

 

From:           [Subsidiary]
and [Company]

 

Dated:

 

Dear
Sirs

 

Royal Wolf Holdings
Limited – A$125,000,000 Syndicated Facility
Agreement

 

dated [          ]
(the "Agreement")

 




1.  

We refer to the
Agreement.  This is an Accession Letter.  Terms
defined in the Agreement have the same meaning in this Accession
Letter unless given a different meaning in this Accession
Letter.





 




2.  

[Subsidiary] agrees
to become an Additional [Borrower]/[Guarantor] and to be bound by
the terms of the Agreement as an Additional [Borrower]/[Guarantor]
pursuant to Clause [25.2 (Additional Borrowers)]/[Clause 25.4
(Additional Guarantors)] of
the Agreement.  [Subsidiary] is a company duly
incorporated under the laws of [name of relevant
jurisdiction].





 




3.  

[The Company
confirms that no Default is continuing or would occur as a result
of [Subsidiary] becoming an Additional Borrower.]5





 




4.  

[Subsidiary's]
administrative details are as follows:





 

Address:

 

Fax
No:

 

Attention:

 




5.  

This Accession
Letter is governed by New South Wales.





 

[This Accession
Letter is entered into by deed.]

 




[Company]

[Subsidiary]





 

 

 


 




5

Include in the case
of an Additional Borrower.





 

 



 

 



 


 





 

Schedule
6

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

FORM
OF RESIGNATION LETTER

 




To:

[          ]
as Agent





 




From:

[resigning Obligor]
and [Company]





 




 

Dated:





 




 

Dear
Sirs





 

Royal Wolf Holdings
Limited – A$125,000,000 Syndicated Facility
Agreement

 

dated [          ]
(the "Agreement")

 




1.  

We refer to the
Agreement.  This is a Resignation
Letter.  Terms defined in the Agreement have the same
meaning in this Resignation Letter unless given a different meaning
in this Resignation Letter.





 




2.  

Pursuant to [Clause
25.3 (Resignation of a
Borrower)]/[Clause 25.6 (Resignation of a Guarantor) of the
Agreement], we request that [resigning Obligor] be released from
its obligations as a [Borrower]/[Guarantor] under the
Agreement.





 




3.  

We confirm
that:





 




(a)  

[the Company
continues to comply with clause 21.1(c) (Financial Covenants) immediately
following the resignation and no Default is continuing or would
result from the acceptance of the Resignation Letter (and the
Company has confirmed this is the case)];





 




(b)  

no Default is
continuing or would result from the acceptance of this request;
and





 




(c)  

[                  ]*





 




4.  

This Resignation
Letter is governed by New South Wales.





 


	
[Company]

	
[Subsidiary]


	
 

	
 


	
By:        

	
By:        






 

 

 

 

 

 


 




∗

Insert any other
conditions required by the Facility Agreement.





 

 



 

 



 


 





 

Schedule
7

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

FORM
OF COMPLIANCE CERTIFICATE

 

To:           [          ]
as Agent

 

From:           [Company]

 

Dated:

 

Dear
Sirs

 

Royal Wolf Holdings
Limited – A$125,000,000 Syndicated Facility
Agreement

 

dated [          ]
(the "Agreement")

 




1.  

We refer to the
Agreement.  This is a Compliance
Certificate.  Terms defined in the Agreement have the
same meaning when used in this Compliance Certificate unless given
a different meaning in this Compliance
Certificate.





 




2.  

We confirm
that:





 




(a)  

the Net Leverage
Ratio is [insert]
times;





 




(b)  

the Debt Service
Cover Ratio is [insert]
times; and





 




(c)  

the Obligors
together directly hold not less than 95% of Total Tangible Assets
and account for not less than 95% of EBITDA of the
Group





 




3.  

We also confirm
that, on the basis of financial projections prepare by the Company
in good faith and on the basis of recent historical information and
on reasonable assumptions, the Net Leverage Ratio is projected to
remain below [insert] for
the coming 12 month period and the Debt Service Cover Ratio is
projected to remain greater than 1.4 times over that
period.





 




4.  

[We confirm that no
Default is continuing.]*6





 




5.  

Attached to this
Compliance Certificate are calculations evidencing the matters set
out in this Compliance Certificate





 


	
Signed:

	
 

	
 


	
 

	
Director

of

Royal Wolf Holdings
Limited

	
Director / Chief
Executive Officer / Chief Financial Officer

of

Royal Wolf Holdings
Limited






[insert applicable
certification language]**7

 

 

 

 


[for and on behalf
of

[name of auditors
of the Company]]***8

 


 

 

 

 

 


 




6

If this statement
cannot be made, the certificate should identify any Default that is
continuing and the steps, if any, being taken to remedy
it.





 


 




7

To be agreed with
the Company's auditors and the Lenders prior to signing the
Agreement.





 


 




8

Only applicable if
the Compliance Certificate accompanies the audited financial
statements and is to be signed by the auditors.  To be
agreed with the Company's auditors prior to signing the
Agreement.





 

 



 

 



 


 





 

 

 



 

 



 


 





 

Schedule
8                       

 

 



 

 



 


 





 

 

 

 



 

 



 


 





 

IDLE
CAMP ACCOMMODATION UNITS

 


[Note: To be updated prior
to execution]

 


	
 

	
Units

	
BV
$'k


	
 

	
 

	
 


	
Idle Portable
buildings stock - 31 Dec 2015

	
568

	
               26,897


	
 

	
 

	
 


	
Idle Portable
buildings stock - 31 May 2017

	
430

	
               18,207


	
 

	
 

	
 


	
 

	
 

	
 


	
Idle Portable
buildings stock by asset type:

	
 

	
 


	
 

	
 

	
 


	
20'
Accommodation

	
61

	
                     774


	
20'
office/lunch

	
2

	
                       10


	
20'
Laundry

	
2

	
                       27


	
40'
Accommodation

	
279

	
               12,984


	
20'
Breezeway

	
1

	
                         6


	
40'
Breezeway

	
19

	
                     220


	
40'
office/lunch

	
5

	
                     118


	
40' Rec
Room

	
6

	
                     219


	
40' Food
Store

	
11

	
                     601


	
40' Kitchen /
Diner

	
28

	
                 2,458


	
40' Kitchen 3M
wide

	
3

	
                     300


	
40' Laundry /
Ablution

	
10

	
                     383


	
40' Blast Resistant
Module (BRM)/Footings

	
3

	
                     108


	
 

	
 

	
 


	
Total

	
430

	
               18,207






 

 

 



 

 



 


 





 

 

Signing
pages

 

 

 

Company

 


	
EXECUTED by ROYAL WOLF HOLDINGS LIMITED in
accordance with section 127(1) of the Corporations Act 2001 (Cth) by
authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director/company secretary*

*delete whichever
is not applicable

 

 

Name of
director/company secretary* (block letters)

*delete whichever
is not applicable






 



 

 



 


 





 

 

 

 



 

 



 


 





 

 

 

Original
Guarantors


	
 


	
EXECUTED by ROYAL WOLF HOLDINGS LIMITED in
accordance with section 127(1) of the Corporations Act 2001 (Cth) by
authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director/company secretary*

*delete whichever
is not applicable

 

 

Name of
director/company secretary* (block letters)

*delete whichever
is not applicable


	
EXECUTED by ROYAL WOLF TRADING AUSTRALIA PTY LIMITED
in accordance with section 127(1) of the Corporations Act 2001 (Cth) by
authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director/company secretary*

*delete whichever
is not applicable

 

 

Name of
director/company secretary* (block letters)

*delete whichever
is not applicable







	
EXECUTED by ROYAL WOLF HOLDINGS LIMITED in
accordance with section 127(1) of the Corporations Act 2001 (Cth) by
authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director/company secretary*

*delete whichever
is not applicable

 

 

Name of
director/company secretary* (block letters)

*delete whichever
is not applicable






 

 

 

 


	
EXECUTED by ROYAL WOLF TRADING AUSTRALIA PTY LIMITED
in accordance with section 127(1) of the Corporations Act 2001 (Cth) by
authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director/company secretary*

*delete whichever
is not applicable

 

 

Name of
director/company secretary* (block letters)

*delete whichever
is not applicable






 

 

 

 


 

 

 



 

 



 


 





 

 

 

 

 

 

 

 


	
EXECUTED by ROYALWOLF TRADING NEW ZEALAND LIMITED by
authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

 






 

 

 

 

 

 

 

 


	
EXECUTED by KOOKABURRA
CONTAINERS PTY LIMITED in accordance with section
127(1) of the Corporations Act
2001 (Cth) by authority of its directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director/company secretary*

*delete whichever
is not applicable

 

 

Name of
director/company secretary* (block letters)

*delete whichever
is not applicable






 

 

 



 

 



 


 





 

 

 

 

 

 

 

 


	
EXECUTED by ROYALWOLF NZ
ACQUISITION CO. LIMITED by authority of its
directors:

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

Signature of
director

 

 

 

Name of director
(block letters)

 






 

 

 



 

 



 


 





 

 

 

 

 

 

 

 

Original
Lender

 

 


 


	
SIGNED by

 

and

 

as attorneys for
DEUTSCHE BANK AG, SYDNEY
BRANCH under power of attorney in the presence
of:

 

 

 

Signature of
witness

 

 

Name of witness
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

 

 

 

By executing this
document each attorney states that the attorney has received no
notice of revocation of the power of attorney






 

 

 

 

 

 

 



 

 



 


 





 

 

 

 

 

 

 

 

Agent

 

 

 


	
SIGNED by

 

and

 

as attorneys for
PERPETUAL CORPORATE TRUST
LIMITED under power of attorney in the presence
of:

 

 

 

Signature of
witness

 

 

Name of witness
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

 

 

 

By executing this
document each attorney states that the attorney has received no
notice of revocation of the power of attorney






 


 

 

 



 

 



 


 





 

 

 

 

 

 

 

 

Security
Trustee

 

 

 


	
 

	
 

	
 


	
SIGNED by

 

and

 

as attorneys for
P.T. LIMITED under power of
attorney in the presence of:

 

 

 

Signature of
witness

 

 

Name of witness
(block letters)

	
)

)

)

)

)

)

)

)

)

)

)

)

)

	
 

 

 

 

 

 

 

 

 

 

By executing this
document each attorney states that the attorney has received no
notice of revocation of the power of attorney






 

 

 

 

 

 

 



 

 



 


 





 

 


Schedule 2.3

 


Use of Proceeds

 

Holdings will use
the proceeds from the sale of the Notes to (i) repay in full of all
principal, interest and other amounts due to Credit Suisse under
that certain Second Amendment and Restatement Agreement dated June
12, 2017, as amended to date, in respect of a US$25 million
Facility Agreement originally dated March 31, 2014, as amended and
restated pursuant to an Amendment and Restatement Agreement dated
27 January 2016 by and among GFN, GFN (US) and Credit Suisse AG,
Singapore Branch, (ii) purchase of all shares of Royal Wolf
Holdings not owned by GFN or GFN (US) and (iii) pay all fees,
expenses and other costs payable in connection with the
foregoing.

 

 

Purchaser shall
have a first priority security interest in 100% of the outstanding
Capital Stock and Equity Rights of each of Holdings, Finance, and
Royal Wolf Holdings.

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.2

 


Subsidiaries

  


 


	

Name

	

Jurisdiction of Formation

	

Address of Principal Executive Offices

	

Number of Outstanding Shares

	

Number of Shares Owned by GFN or GFN Subsidiary


	
GFN
U.S. Australasia Holdings, Inc.

	
Delaware,
USA

	
39
East Union StreetPasadena, CA 91103

	
10,000

	
10,000


	
GFN
Asia Pacific Holdings Pty Ltd

	
Australia

	
39
East Union StreetPasadena, CA 91103

	
[10,000]

	
[10,000]


	
GFN
Asia Pacific Finance Pty Ltd

	
Australia

	
39
East Union StreetPasadena, CA 91103

	
[10,000]

	
[10,000]


	
Royal
Wolf Holdings Limited

	
Australia

	
Suite
202 Level 222-28 Edgeworth David AvenueHornsby NSW
2077

	
100,387,052

	
51,198,526*


	
Royal
Wolf Trading Australia Pty Limited

	
Australia

	
Suite
202 Level 222-28 Edgeworth David AvenueHornsby NSW
2077

	
6,035,409

	
6,035,409*


	
Kookaburra
Containers Pty Limited

	
Australia

	
Suite
202 Level 222-28 Edgeworth David AvenueHornsby NSW
2077

	
4

	
4*


	
Royalwolf
NZ Acquisition Co. Limited

	
New
Zealand

	
2-8
Jarvis Way

East
Tamaki, Auckland

New
Zealand 2013

	
5,000

	
5,000*


	
Royalwolf
Trading New Zealand Limited

	
New
Zealand

	
2-8
Jarvis Way

East
Tamaki, Auckland

New
Zealand 2013

	
2,039,615

	
2,039,615*


	
GFN
North America Leasing Corporation

	
Delaware,
USA

	
39
East Union StreetPasadena, CA 91103

	
100

	
100


	
GFN
North America Corp.

	
Delaware,
USA

	
39
East Union StreetPasadena, CA 91103

	
1,000

	
1,000*


	
Pac-Van,
Inc.

	
Indiana,
USA

	
9155
Harrison Park CourtIndianapolis, IN 46216

	
321,298

	
321,28810*


	
PV
Acquisition Corp.

	
Alberta,
Canada

	
Unit
#11710 Railway StationEdmonton Alberta T6P 1X3

	
5,384

	
5,384*


	
Lone
Star Tank Rental Inc.

	
Delaware,
USA

	
1803
Howard RoadSuite 200Waxahachie, TX 75165

	
1,788

	
7881,000*


	
GFN
Realty Company, LLC

	
Delaware,
USA

	
39
East Union StreetPasadena, CA 91103

	
no
set # of membership interests

	
100%


	
GFN
Manufacturing Corporation

	
Delaware,
USA

	
1803
Howard RoadSuite 100Waxahachie, TX 75165

	
1,000

	
1,000*


	
Southern
Frac, LLC

	
Texas,
USA

	
1803
Howard RoadSuite 100Waxahachie, TX 75165

	
100

	
90*


	
GFN
Insurance Corporation

	
Arizona,
USA

	
39
East Union StreetPasadena, CA 91103

	
1,000

	
1,000






 

 

* Indirect
Ownership by GFN




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.5(b)

 


No Defaults

 

 

None.

 

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 

 


Schedule 3.9

 


Transactions with Affiliates since July 1, 2016

 

 

Effective January
31, 2008, the Company entered into a lease with an affiliate of
Ronald F. Valenta for its corporate headquarters in Pasadena,
California. The rent is $7,393 per month, effective March 1, 2009,
plus allocated charges for common area maintenance, real property
taxes and insurance, for approximately 3,000 square feet of office
space. The term of the lease is five years, with two five-year
renewal options, and the rent is adjusted yearly based on the
consumer price index. On October 11, 2012, the Company exercised
its option to renew the lease for an additional five-year term
commencing February 1, 2013. Rental payments were $27,000 in both
the quarters ended March 31, 2015 and 2016 and $83,000 in both FY
2015 and FY 2016.

 

The premises of
Pac-Van’s Las Vegas branch is owned by and leased from the
acting branch manager. The initial lease was entered into in
January 2006 and expired December 31, 2016. On May 12, 2017, the
Company entered into a new lease at a monthly rental rate of
$10,876 through December 31, 2020, with the right for three
additional two-year extensions. Rental payments on this lease
totaled $30,000 during both the quarter ended March 31, 2015 and
2016 and $89,000 in both FY 2015 and FY 2016.

 


Loans to Royal Wolf key management personnel

 

There were no loans
provided to the key management personnel during the financial year
ended 30 June 2016 and no amounts are due for the year then
ended.

 


Other transactions with Royal Wolf key management
personnel

 

Royal Wolf paid
$30,000 as sponsorship of Parramatta Rugby Union Football Club
Limited of which Greg Baker is a director.

 

Royal Wolf paid
$30,000 as sponsorship to Australian National Maritime Museum of
which Peter Dexter is the Chairman.

 

Royal Wolf received
revenue totaling $22,600 from GrainCorp Operations Limited, a
subsidiary of GrainCorp Ltd, of which Peter Housden is a director,
on terms and conditions no more favourable than those which it is
reasonable to expect would have been adopted if dealing with an
unrelated individual or company at arm’s length in the same
circumstances.

 

Royal Wolf received
revenue from Qube Logistics Group totalling $140,248 of which Peter
Dexter is a director, on terms and conditions no more favourable
than those which it is reasonable to expect would have been adopted
if dealing with an unrelated individual or company at arm’s
length in the same circumstances.

 

Robert Allan hired
a container asset under normal hire terms and conditions at
arms-length. The hire amount for the financial year including GST
is $6,116.

 

There were no other
transactions with key management personnel during the year ended 30
June 2016 (2015: nil).

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.11(a)

 


Indebtedness

 

 

Indebtedness of
approximately A$102,710,000 of Royal Wolf Holdings Limited
(“Royal Wolf Holdings”), Royal Wolf Trading Australia
Pty Limited (“Royal Wolf Australia”), Kookaburra
Containers Pty Ltd. (“Kookaburra”), Royalwolf Trading
New Zealand Limited ("Royal Wolf New Zealand), Royalwolf NZ
Acquisition Co. Limited (“Royalwolf NZ” and
collectively with Royal Wolf Holdings, Royal Wolf Australia,
Kookaburra, Royal Wolf Zealand and Royalwolf NZ, “Royal
Wolf”), is outstanding under that (1) certain Second
Variation Deed dated December 15, 2016 (“ANZ Second Variation
Deed”) to the ANZ Multicurrency Facility Agreement for the
senior secured credit facility (the “Credit Facility”)
of Royal Wolf, (2)

certain Second
Variation Deed dated December 15, 2016 (the “CBA Second
Variation Deed”) to the CBA Multicurrency Facility Agreement
for the Credit Facility and (3) that certain Common Terms Deed Poll
dated May 7, 2014 among ANZ New Zealand, CBA, Royal Wolf Australia
and Royal Wolf New Zealand.

 




            

The foregoing
Indebtedness outstanding under the Credit Facility is
“Existing Bank Indebtedness” and is secured by a first
priority security interest registered on the Personal Property
Securities Register of each financing statement (as defined in the
Australian PPSA) and on the New Zealand Personal Property
Securities Register of each financing statement (as defined in the
NZ PPSA).





 

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 

 


Schedule 3.11(a)(ii)(A)

 


Financing Statements on File

 

 

The Indebtedness
outstanding under the Credit Facility is “Existing Bank
Indebtedness” and is secured by a first priority security
interest registered on the Personal Property Securities Register of
each financing statement (as defined in the Australian PPSA) and on
the New Zealand Personal Property Securities Register of each
financing statement (as defined in the NZ PPSA).

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.11(a)(ii)(B)

 


Pledges and Liens with no UCC Financing Statement
Files

 

 

The Indebtedness
outstanding under the Credit Facility is “Existing Bank
Indebtedness” and is secured by a first priority security
interest registered on the Personal Property Securities Register of
each financing statement (as defined in the Australian PPSA) and on
the New Zealand Personal Property Securities Register of each
financing statement (as defined in the NZ PPSA).

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.11(a)(iii)

 


Debt and Equity Investments

 

 

None.

 

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 

 


Schedule 3.11(a)(iv)

 


Guarantees

 

 

Guarantees issued
by Royal Wolf Australia as of May 29, 2017 guaranteed the repayment
of a total of A$1,072,448 and are summarized on the following
page.




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 

 Existing Guarantees

 


	

 

Instrument identification number

 

 

	

Borrower

 

	

Beneficiary

 

	

Date of instrument

 

	

Expiry date of instrument

 

	

 

Face value amount

 

 


	

  0255 

	
Royal
Wolf Trading Australia Pty Limited

 

	
Geodecke
(WA) Pty Ltd

 

	
03
Mar 2008

 

	
1
Mar 2018

 

	

 $A22,500.00 


	

  0256 

	
As
above

 

	
Stefan
John and Elizaeth Goedecke

 

	
03/03/2008

 

	
1
Mar 2018

 

	

 $A22,500.00 


	

  094 

	
As
above

 

	
Francesco
& Carlo Charles

 

	
01/02/2005

 

	
Open
Ended

 

	

 $A55,000.00 


	

  656 

	
As
above

 

	
Kamirice
Pty Ltd

 

	
16/09/2003

 

	
Open
Ended

 

	

 $A14,635.50 


	

 
DG237213418

 

 

	
As
above

 

	
The
Trust Company Limited

 

	
25
Mar 2013

 

	
Open
Ended

 

	

 $A90,450.18 


	

 
DG365393418

 

 

	
As
above

 

	
Titanium
Investments Pty Ltd

 

	
26
Sep 2014

 

	
31
Dec 2025

 

	

 $A492,500.00 


	

 
DG594833418

 

 

	
As
above

 

	
Great
Pacific Group (Hornsby)

 

	
20
Apr 2017

 

	
Open
Ended

 

	

 $A13,060.00 


	

 
DG594843418

 

 

	
As
above

 

	
Great
Pacific Group (Hornsby)

 

	
20
Apr 2017

 

	
Open
Ended

 

	

 $A84,543.25 


	

 
DG99493418

 

 

	
As
above

 

	
Trutek
Administration Pty Ltd

 

	
10
Aug 2007

 

	
Open
Ended

 

	

 $A4,762.00 


	

 
GOP12386213418

 

 

	
As
above

 

	
Maria
Anna Aufferber

 

	
27
Aug 2015

 

	
31
Oct 2020

 

	

 $A200,000.00 


	

 
GOP13893213418

 

 

	
As
above

 

	
Reghenzani
Properties

 

	
01
Feb 2016

 

	
31
Jan 2023

 

	

 $A20,000.00 


	

 
GOP14779833418

 

 

	
As
above

 

	
Maclag
( no 5 ) Pty Ltd

 

	
28
Apr 2016

 

	
31
May 2021

 

	

 $A22,000.00 


	

 
GOP8172963418

 

 

	
As
above

 

	
Felix
Lopilato

 

	
31
Mar 2014

 

	
30
Sep 2019

 

	

 $A30,497.50 






 

 

 

 

 

 

 

 

 

 

 

 



 







 





 


Schedule 3.11(b)(i)

 


Post-Closing Liens

 

 

[Deutsche Bank
Indebtedness]

 

[Deutsche Bank
Liens]

 

 

[Specific Liens
pursuant to the foregoing to be listed here.]




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.12

 


Certain Changes by Company Group since March 31, 2017

 

 




            

Royal Wolf Holdings
paid a dividend for the first six months of fiscal year 2017 of
$2,509,677 on 4 April 2017





 

Michael Sommerton
EGM Australia (a KMP) ceased employment on 8 May 2017

 

 

 

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.13

 


Material Contracts

 

 


	
Name
of Agreement

	
Date
of Agreement

	
Parties
to Agreement


	
CBA Multicurrency
Facility Agreement

	
8 May
2014

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Commonwealth Bank of
Australia


	
ANZ Multicurrency
Facility Agreement

	
8 May
2014

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Australia and New Zealand Banking Group,
ANZ Bank New Zealand Limited


	
Royal Wolf Common
Terms Deed Poll

	
7 May
2014

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Australia and New Zealand Banking Group,
ANZ Bank New Zealand Limited


	
Security Trust
Deed

	
7 May
2014

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, ANZ Fiduciary Services Pty Ltd as Security
Trustee


	
Amendment Deed to
the Royal Wolf Common Terms Deed Pool dated 7 May 2014

	
30 June
2015

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Australia and New Zealand Banking Group,
ANZ Bank New Zealand Limited, ANZ Fiduciary Services Pty Limited,
Commonwealth Bank of Australia


	
Amendment Deed
– ANZ Transactional Facilities Agreement

	
30 June
2015

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Australia and New Zealand Banking Group,
ANZ Bank New Zealand Limited


	
First Amendment
Deed to the CBA Multicurrency Facility Agreement dated 8 May
2014

	
30 June
2015

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Commonwealth Bank of
Australia


	
Second Variation
Deed – ANZ Multicurrency Facility Agreement

	
15 December
2016

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Australia and New Zealand Banking Group,
ANZ Bank New Zealand Limited


	
Second Variation
Deed – CBA Multicurrency Facility Agreement

	
15 December
2016

	
Royal Wolf Trading
Australia Pty Limited, Royalwolf Trading New Zealand Limited, Royal
Wolf Holdings Limited, Kookaburra Containers Pty Ltd, Royalwolf NZ
Acquisition Co. Limited, Commonwealth Bank of
Australia


	
Trust Deed for the
Royal Wolf Holdings Limited Employee Share Trust

	
23 September
2011

	
Royal Wolf Holdings
Limited, Royal Wolf Hi-Tech Pty Limited


	
Deed of Amendment
of Royal Wolf Holdings Limited Employee Share Trust

	
14 March
2012

	
Royal Wolf Holdings
Limited, Royal Wolf Hi-Tech Pty Limited, Pacific Custodians Pty
Limited


	
Employment
Agreement

	
30 April
2011

	
Benjamin Buddo,
Royal Wolf Trading Australia Pty Ltd


	
Employment
Agreement

	
13 May
2011

	
Gregory Baker,
Royal Wolf Trading Australia Pty Limited


	
Employment
Agreement

	
7 February
2016

	
Neil Raymond
Littlewood, Royal Wolf Trading Australia Pty Limited


	
Individual
Employment Agreement

	
Revised April
2011

	
Darren Paul
Creighton, Royal Wolf Trading New Zealand Ltd






 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.17(b)

 


Taxes

 

 

None.

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.18

 


Litigation

  


 

None.

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 

 


Schedule 3.22(a)

 


Intellectual Property

 

 

None.

 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 


Schedule 3.22(c)

 


Intellectual Property Litigation

 

 

None.

 

 

 

 



 







 





 


Schedule 3.25

 


Insurance

 

 

General Lines
Program Summary

 


	
Class
of Insurance

	
Underwriter
(s)

	

 
Policy
Limit (s)

 

	

 
Deductible
(s)

 


	
Industrial Special
Risks

	
Chubb Insurance
Australia Limited

	

 $[...***...]

	

 $[...***...]


	
Public &
Products Liability – Primary

	
Chubb Insurance
Australia Limited

	

 $[...***...]

	

 $[...***...]


	
Public &
Products Liability – Umbrella Layer

	
Chubb Insurance
Australia Limited

	

 $[...***...]

	

 
Not
Applicable

 


	
Motor
Vehicle

	
QBE Insurance
Limited

	

 
Own Damage –
Market Value or Sum Insured as specified

 

Third Party
Liability - $[...***...]

 

	

 $[...***...]


	
Marine
Cargo

	
CGU Insurance
Ltd

	

 $[...***...]

	

 
Not
Applicable

 


	
Group Journey
Injury

	
Chubb Insurance
Australia Limited – 55%

 

AIG Insurance
Limited – 30%

 

Zurich Australia
Insurance Limited – 15%

 

	

 $[...***...]

	

 
Various as per
policy schedule

 


	
Corporate
Travel

	
ACE Australia
Limited – 55%

 

AIG Insurance
Limited – 30%

 

Zurich Australia
Insurance Limited – 15%

 

	

 $[...***...]

	

 
Various as per
policy schedule

 






 

Financial Lines
Program Summary

 


	
Class
of Insurance

	
Underwriter
(s)

	

 
Policy
Limit (s)

 

	

 
Deductible
(s)

 


	
Professional
Indemnity

	
Chubb Insurance
Australia Limited

	

 $[...***...]

	

 $[...***...]


	
Cyber
Liability

	
Chubb Insurance
Australia Limited

	

 $[...***...]

	

 $[...***...]


	
Comprehensive
Crime

	
Chubb Insurance
Australia Limited

	

 $[...***...]

	

 $[...***...]


	
Employment
Practices Liability Insurance

	
Zurich Australia
Insurance Limited

	

 $[...***...]

	

 $[...***...]


	
Statutory Liability
& Workplace Health and Safety

	
Liberty
International Underwriters

	

 $[...***...]

	

 
Section 1
$[...***...]

 

Section 2
$[...***...]

 

 






 

Peoples Risk
Program Summary

 


	
Class
of Insurance

	
Underwriter
(s)

	
Policy
Limit (s)

	

 
Deductible
(s)

 


	
Western Australia,
Tasmania, ACT, Northern Territory

	
CGU Workers
Compensation

	
TAS & ACT
– Unlimited

 

NT -
$[...***...] per any one event

 

WA – Common
Law limit to $[...***...] per any one event

 

	

  N/A 


	
New South
Wales

	
CGU Workers
Compensation – agents on behalf of iCare

 

	
As per benefits
under the respective act

	

  N/A 


	
Victoria

	
CGU Workers
Compensation – agents on behalf of WorkSafe
Victoria

 

	
As per benefits
under the respective act

	

  N/A 


	
South
Australia

	
CGU Workers
Compensation – agents on behalf of Return to Work
SA

 

	
As per benefits
under the respective act

	

  N/A 


	
Queensland

	
WorkCover
Queensland

	
As per benefits
under the respective act

 

	

  N/A 






 




	
SMRH:483317565.4

	
 

	
 


	
 

	
 

	
 






 






 





 

 


Schedule 3.31

 


Depository Accounts

 

 

Neither GFN (U.S.),
Holdings nor Finance have any Depository Accounts at this
time.

 

RWH -ANZ
Transactional Banking Accounts

 


	
Account
Name

	

 
Account
Number

 

	
Currency

	
Purpose


	
Royal

	

 $[...***...]

	
AUD

	
Account – for
bank fees


	
Royal Wolf
Trading

	

 $[...***...]

	
AUD

	
Rockhampton CSC
Account


	
Operating
Account

	

 $[...***...]

	
AUD

	
Main account for
all vendor payments


	
Royal Wolf
Cor

	

 $[...***...]

	
AUD

	
Receipts accounts
for all customer deposits – balance automatically swept to
Operating Account each morning


	
Royal Wolf
Syd

	

 $[...***...]

	
AUD

	
Sydney CSC
Account


	
Royal Wolf
Alt

	

 $[...***...]

	
AUD

	
Melbourne CSC
Account


	
Royal Wolf
Qld

	

 $[...***...]

	
AUD

	
Brisbane CSC
Account


	
Cape

	

 $[...***...]

	
AUD

	
Cairns CSC
Account


	
Royal Wolf
Toz

	

 $[...***...]

	
AUD

	
Townsville CSC
Account


	
Royal Wolf
Adel

	

 $[...***...]

	
AUD

	
Adelaide CSC
Account


	
Royal Wolf
Darwi

	

 $[...***...]

	
AUD

	
Darwin CSC
Account


	
Royal Wolf
WA

	

 $[...***...]

	
AUD

	
Perth CSC
Account


	
Royalwolf
Tradin

	

 $[...***...]

	
NZD

	
NZ Main
Account


	
Royalwolf
Tradin

	

 $[...***...]

	
NZD

	
NZ Trade Me
Deposits Account


	
Royalwolf
Tra

	

 $[...***...]

	
NZD

	
NZ Account for bank
fees


	
Royal Wolf
Tradi

	

 $[...***...]

	
USD

	
Australian USD
account for USD transactions


	
Rpyal Wolf
Tradi

	

 $[...***...]

	
USD

	
New Zealand USD
account for USD transactions






 



 







 






 



GFN Asia Pacific Holdings PTY Ltd


GFN
Asia Pacific Finance PTY Ltd


July
11, 2017


 


 

 


ANNEX
B

 


Time
and Responsibility Schedule

 




 


501062630v4








 







Schedule – Royal Wolf Takeover Bid & Credit Facility
Refinancing



Revised as of July 7, 2017


 


 

 


 



1. May 22 

[COMPLETED]
General Finance Corporation (GFN) board meeting to approve the Bid,
issuance of notes to Bison and GFN stock upon note conversion and
all related approvals, including creation of GFN Asia Pacific
Holdings Pty Ltd (Bidder) and GFN Asia Pacific Finance Pty Ltd.
(Notes Issuer)





 


2. May
24 [COMPLETED] Approach
letter and proof of financing delivered to Royal Wolf (Target)
independent directors (NEDs)

 


3. May
25 [COMPLETED]
Confidentiality agreement signed by Bidder &
Target

 



4.       

May
26                          

[COMPLETED]
Data room opened for Bison Capital and financing
sources





 


5. May
29 [COMPLETED] Bid price
and related terms agreed by Target NEDs, subject to documentation
and expert report; Draft Bidder’s Statement and Bid
Implementation Agreement (BIA) delivered to Royal
Wolf

 


 

 


6. June
1 [COMPLETED] FIRB
application filed with Australia Foreign Investment Review
Board

 


7. June
5 [COMPLETED] All hands
meeting with distribution of the revised Bidder’s
Statement

 



8. June 6 

[COMPLETED]
Royal Wolf Management Presentation at Credit Suisse Offices in
Sydney





 


9. June
7 [COMPLETED] Bison
Comments to Note Documentation and Agreements for GFN Common
Stock

 


[COMPLETED]
Royal Wolf distributes first draft of Target Statement

 



10. 

June 9 

[COMPLETED]
Bison completes due diligence update





 



11. 

June 16 

[COMPLETED]
Deutsche Bank (DB) draft Loan Documents distributed





 



12. June 23 

[COMPLETED]
DB Diligence Period Concludes





 



13. 

June 30 

[COMPLETED]
FIRB Application Approval





 



[COMPLETED] DB Credit Committee Approval & Commitment Letter
Delivered

 



[COMPLETED] DB Loan Documents Finalized

 



14. July 5 

[COMPLETED]
Draft Bison Commitment Letter & Agreements to Royal Wolf
Board





 



Revised Draft DB Commitment Letter & Agreements to Royal Wolf
Board

 



15. July 6 

Revised
Bidder Statement & Draft BIA to Target





 



Revised Target Statement to Bidder

 



16. July 8 

Bidder
comments to Target Statement to Target





 



Target Comments to Bidder’s Statement & BIA to
Bidder

 



17. 

July 11 


After Market Close





 



Signed DB & Bison Commitment Letters to Royal Wolf
Board

 



Royal Wolf Board (i) Approves Bid and Special Dividend at a meeting
or (ii) approves Bid and Special Dividend by circular

 



BIA signed

 



Robert Allan Agreements signed

 



18. July
12                               

At Market Open
– Royal Wolf & GFN Press
Releases Announce Bid





 


Special
Dividend Declaration Date

 



                                    Lodge
BIA & ASX Announcement with ASX and ASIC

 



                                    Contact
Share Registry

 


Shareholder
Communication

 



                                    Bidder
and Target Statement Typesetting Commence

 


Bison
Securities Purchase Agreement Signed

 


 

 




 








 







19. July
13                               

GFN
Conference Call with GFN Shareholders Regarding Bid





 



20.                               

July
14                          

DDC#__
- Updated Target Statement





 


 

 



21.            

July
17                       

Special
Dividend – Ex Date





 



            

            

IER
– Draft Report Provided After Market Close





 



                       

Typesetting
of Bidder & Target Statement Completed





 


Typeset
Bidder Statement & Target Statement to Printer

 



22. July 18 

Special
Dividend Record Date





 



Printing of Bidder Statement and Target Statement
Commence

 



After Market Close

 



Signed IER received

 



Final DDC

 



RWH Board Meets to Approve Target Statement

 



Target and Bidder Statement sent to Rifle Media for
typesetting

 



23. 

July 19 

Lodge
Bidder’s Statement & Target Statement with ASIC &
ASX





 



Printing of Bidder’s Statement and Target Statement
commence

 



24. 

July 24 

Bidder’s
Statement & Target Statement jointly mailed to Royal Wolf
shareholders





 



Offer Opens

 



25. 

August 25 

Offer
Period Ends (subject to GFN receiving bid acceptances sufficient
for GFN to acquire and own 90% of the outstanding Royal Wolf
Shares)





 


Closing
of DB New Royal Wolf Senior Credit Facility &

 



          First Bison
Notes Closing

 



27.                               

October
12                          

Closing
of compulsory acquisition and Second Bison Notes
Closing





 



28.                               

October
25                          

Delisting
of Royal Wolf shares from ASX