exhibit_10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.1

    


    


    


    


    


    


    14 May
2009

    


    The
Directors

    Royal
Wolf Australia Group

    PO Box
834

    Level 2,
22-28 Edgeworth David Avenue

    Hornsby
NSW 2077

    


    


    


    Dear
Sir/Madam

    


    Royal
Wolf Australia Group Letter of Offer – Further Variation Letter

     

    We refer to our Letter of Offer dated
17 December 2008 between Australia and New Zealand Banking Group Limited
(ANZ) and the Royal Wolf
Australia Group (Facility Agreement).

     

    Unless
otherwise defined, capitalised terms in this letter have the meanings given to
them in the Facility Agreement.

     

    The Royal Wolf Australia Group has
requested that the Facility Agreement be varied in order that certain of the
financial covenants in the Financial Requirements and Other Conditions Schedule
to the Facility Agreement applicable to the Royal Wolf Australia Group for the
compliance period ending 31 March 2009 apply to the Royal Wolf Australia Group
for the compliance period ending 30 June 2009 in place of the financial
covenants currently expressed to apply for the compliance period ending 30 June
2009 (Requested Variation).

     

    
      	
              1  

            	
              Variation
      and Amendment

            


    

     

    ANZ agrees to the Requested Variation
on the following conditions (Conditions):

     

    
      	
              .1  

            	
              the
      financial covenants in the Financial Requirements and Other Conditions
      Schedule to the Facility Agreement applicable to the Royal Wolf Australia
      Group for the compliance period ending 30 June 2009 are as
      follows:

            


    

     

    
      	
              .1  

            	
              Consolidated
      Interest Cover: The
      interest cover ratio as at 30 June 2009 will not be less than
      2.25:1.

            


    

     

    
      	
              .2  

            	
              Consolidated
      Senior Debt Interest Cover: The senior debt interest cover
      ratio for the relevant financial quarter on a rolling basis must be
      equal to or greater than
      3.50:1 at all times.

            


    

     

    
      	
              .3  

            	
              Consolidated
      Gearing Ratio: Total Debt
      (excluding loans from General Finance Corporation to the Royal Wolf
      Australia Group) to adjusted trailing EBITDA for the relevant financial
      quarter must be equal to or less than 5.50:1, as at 30 June
      2009.

            


    

     

    
      	
              .4  

            	
              Consolidated
      Gearing Ratio: Senior
      Debt to adjusted trailing EBITDA ratio for the relevant financial quarter
      must be equal to or less than 4.50:1 as at 30 June 2009.

            


    

     

    
      	
              .5  

            	
              Consolidated
      Loan to valuation limitation: Face value of facilities drawn
      and unpaid under the Commercial Bill Facilities, Overdraft Facility,
      Multi-Option Facility (2) and ANZ NZ Term Debt Facilities (being the Bill
      Priced Term Loan Facility which is currently NZD2,025,000 and the Bill
      Priced Term Loan Facility which is currently NZD10,329,000) must not
      exceed 80% of the Orderly Liquidation value of the Royal Wolf Australia
      Group’s container fleet;

            


    

     

    
      	
              .2  

            	
              that
      the Royal Wolf Australia Group makes each of the following repayments of
      principal under the following facilities on the following
      dates:

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


     

    


    
      	
              Amount

            	
              Facility

            	
              Repayment
      date

            
	
              A$150,000

            	
              Interchangeable
      Facility (5)

            	
              17/06/09

            
	
              At
      least A$1,250,000 or another amount agreed in writing by
    ANZ

            	
              To
      be applied towards payment of principal outstanding under any Commercial
      Bill Facility as determined by ANZ

            	
              17/09/09
      and each subsequent rollover date, provided that a minimum amount of A$5
      million must be repaid on or before
30/06/10

            


    

     

    
      	
              .3  

            	
              that the USD3.1m short-term debt owed
      by GFN Australasia Holdings Pty Ltd (GFNAH) (or any of its subsidiaries,
      including Royal Wolf Trading Australia Pty Ltd) to General Finance
      Corporation (Short Term GFN Debt) and accrued management fees
      payable to GFN U.S. Australasia Holdings Inc. (Management Fees) are restructured as
      follows:

            


    

     

    


    
      	 
      	
              Total
      Amount (USD)

            
	
              Current:

            	 
      
	
              Short
      Term GFN Debt

            	
              3,100,000

            
	
              Accrued
      unpaid Management Fees

            	
              1,300,000

            
	
              Total

            	
              4,400,000

            
	
              Post-restructure:

            	 
      
	
              Conversion
      to equity in GFNAF

            	
              2,300,000

            
	
              Monthly
      payments of USD100,000 in lieu of Short Term GFN Debt.

            	
              1,200,000

            
	
              To
      be deferred to non-current payable

            	
              900,000

            
	
              Total

            	
              4,400,000

            


    

     

    
      	
              .4  

            	
              by no later than 15 July 2009,
      ANZ and GFN to have agreed upon the terms of the hedging arrangements to
      hedge the foreign currency exchange risks for at least 50% of the Bison
      Debt outstanding at that date. Bison Debt for the purposes of this
      clause means all money which GFNAF is or at any time becomes actually or
      contingently liable to pay to or for the account of Bison under the (1)
      Secured Senior Subordinated Promissory Note dated on or about 13 September
      2007 in the principal amount of about USD16,816,000 issued by GFNAF to
      Bison Capital Australia, L.P. (Bison); and (2) Secured Senior
      Subordinated Promissory Note dated on or about 1 May 2008 in the principal
      amount of about USD5,500,000 issued by GFNAF to
    Bison;

            


    

     

    
      	
              .5  

            	
              that
      evidence satisfactory to ANZ has been provided to ANZ that at least
      A$9,000,000 (or such other amount as agreed by ANZ) of the aggregate face
      value of the notes issued by General Finance Corporation to GFNAH or any
      of its subsidiaries (including Royal Wolf Trading Australia Pty Ltd) from
      time to time has been converted into equity in GFNAF by 30 June
      2009;

            


    

     

    
      	
              .6  

            	
              that
      the Management Fees payable to GFN U.S. Australasia Holdings Inc. for the
      remainder of the 2009 financial year and for the 2010 financial year may
      be accrued but must not be paid without ANZ’s prior written consent and
      must be deferred to non-current
payable;

            


    

     

    
      	
              .7  

            	
              that
      the USD5,500,000 debt owed by GFNAF to or for the account of Bison,
      maturing on 1 July 2010 cannot be extended, rescheduled or refinanced
      without ANZ’s prior written consent, such consent not to be unreasonably
      withheld if that extension, rescheduling or refinancing will be subject to
      subordination arrangements and other terms and conditions substantially similar to those that are currently applicable
      to that debt;

            


    

     

    
      	
              .8  

            	
              that
      with effect on and from 30 June 2009 the interest rate applicable to the
      facilities and the tenor of the facilities will be as
    follows:

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    [to be considered]; and

     

    
      	
              .9  

            	
              that ANZ receives payment of a
      restructuring fee of, A$[to be considered & agreed
      by ANZ and Royal Wolf] by 15 July
      2009.

            


    

     

    
      	
              2  

            	
              Other
      Conditions

            


    

     

    
      	
              .1  

            	
              Each
      Royal Wolf Australia Group company further agrees
  that:

            


    

     

    
      	
              .1  

            	
              ANZ may, prior to 30 June 2009,
      appoint a qualified person at the cost of the Royal Wolf Australia Group
      to review and report on the Royal Wolf Australia Group’s financial
      position (including its cashflow and repayment capacity, and the
      reasonableness of the financial year end assumptions and covenants) and
      value of the business (Financial Review Report).  It will cooperate
      in all respects with the person appointed and comply with all reasonable
      requests made by that person; and

            


    

     

    
      	
              .2  

            	
              after
      receiving and reviewing:

            


    

     

    
      	
              .A  

            	
              the
      Royal Wolf Australia Group’s forward projected statements (balance sheet,
      profit & loss and cashflow forecast) for the 2010 financial year;
      or

            


    

     

    
      	
              .B  

            	
              the
      Financial Review Report;

            


    

     

    ANZ may, at its absolute discretion,
give notice to the Royal Wolf Australia Group of any amendments it proposes to
make (Review Notice)
to:

     

    
      	
               

            	
              any
      financial covenants under the Facility Agreement to apply for each
      successive compliance period after the one ending 30 June 2009;
      or

            


    

     

    
      	 	
              the
      amortisation of any facility under the Facility Agreement (including the
      repayments referred to in paragraph 1.2
above).

            


    

     

    
      	
              .2  

            	
              An
      event of default for the purposes of the Facility Agreement and the
      General Conditions 2003 accepted by the Royal Wolf Australia Group will
      occur if:

            


    

     

    
      	
              .1  

            	
              any
      Royal Wolf Australia Group company does not comply with any of the
      Conditions specified in paragraph 1 above;
or

            


    

     

    
      	
              .2  

            	
              any
      Obligor (as listed in the Schedule to this letter) fails to effect any
      amendments to the Facility Agreement or any related documents specified in
      the Review Notice given under paragraph 2.1(3) above within 45 days of ANZ
      giving that Review Notice.

            


    

     

    
      	
              3  

            	
              General

            


    

     

    
      	
              .1  

            	
              To
      the extent there is any inconsistency between the Facility Agreement and
      this letter, the terms of this letter will
  prevail.

            


    

     

    
      	
              .2  

            	
              Other
      than as provided in this letter, the Facility Agreement and all related
      documents will remain in full force and
effect.

            


    

     

    
      	
              .3  

            	
              Other
      than as expressly stated in this letter, nothing in this letter will be
      deemed to constitute a waiver of any of the rights and remedies provided
      to ANZ under or in connection with the Facility Agreement or any related
      document, all of which are reserved in
full.

            


    

     

    
      	
              .4  

            	
              This
      letter is governed by the laws of New South Wales and the Royal Wolf
      Australia Group submits to the non-exclusive jurisdiction of the courts of
      that place.

            


    

     

    
      	
              .5  

            	
              This
      letter may be executed in counterparts and this has the same effect as if
      the signatures on the counterparts were on a single copy of this
      letter.

            


    

     

    
      	
              .6  

            	
              The
      Royal Wolf Australia Group agrees to pay or reimburse ANZ for all costs in
      connection with the registration, stamping, preparation, execution and
      enforcement of this letter.

            


    

     

    
      	
              4  

            	
              Acknowledgement

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     

    
      	
              .1  

            	
              This
      letter will take effect on the acceptance of these terms and conditions by
      each Obligor (as listed in the Schedule to this
      letter).   Please acknowledge your agreement to, and
      acceptance of, the terms of this letter by signing, dating and returning
      the enclosed copy of this letter.  Please note that this letter
      will expire on 22 May 2009 if it is not accepted by you by that
      date

            


    

     

    
      	
              .2  

            	
              By
      countersigning this letter, each Obligor agrees
  that:

            


    

     

    
      	
              .1  

            	
              the
      Facility Agreement is amended as set out in this letter;
    and

            


    

     

    
      	
              .2  

            	
              its
      obligations in respect of the guarantee and indemnity and securities
      provided by it will remain in full force and
  effect.

            


    

     

    


     

    Yours
faithfully,

     

    /s/
Zaheed
Zhan                                                                                     /s/
Trevor Auld

     

    


    Zaheed
Khan                                                                                       Trevor
Auld

    Relationship
Manager                                                                      
Director

    ANZ
Corporate                                                                                   ANZ
Corporate

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     

    Schedule
– Obligors

     

    


     

    Each
Royal Wolf Australia Group company

     

    Royalwolf
Trading New Zealand Ltd (Company No. 1062072)

     

    Royalwolf
NZ Acquisition Co. Limited (Company No. 2115393)


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


     

    Acceptance

     

    Acknowledged
and agreed by:

     

    


    


    
      	
              Executed
      by GFN Australasia
      Holdings Pty Ltd ACN 121 226 793 in accordance with
      section 127 of the Corporations Act
      2001:

            	 
      	 
      
	
              /s/
      Peter McCann

            	 
      	
              /s/
      Robert Allan

            
	
              Director/company
      secretary

            	 
      	
              Director

            
	
              Peter
      McCann

            	 
      	
              Robert
      Allan

            
	
              Name
      of director/company secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:...22/5/09.............................

    


    


    
      	
              Executed
      by GFN Australasia
      Finance Pty Ltd ACN 121 227 790 in accordance with section 127
      of the Corporations Act
      2001:

            	 
      	 
      
	
              /s/
      Peter McCann

            	 
      	
              /s/
      Robert Allan

            
	
              Director/company
      secretary

            	 
      	
              Director

            
	
              Peter
      McCann

            	 
      	
              Robert
      Allan

            
	
              Name
      of director/company secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:
...22/5/09.............................

    


    


    
      	
              Executed
      by RWA Holdings Pty
      Ltd ACN 106 913 964 in accordance with section 127 of the
      Corporations Act
      2001:

            	 
      	 
      
	
              /s/
      Peter McCann

            	 
      	
              /s/
      Robert Allan

            
	
              Director/company
      secretary

            	 
      	
              Director

            
	
              Peter
      McCann

            	 
      	
              Robert
      Allan

            
	
              Name
      of director/company secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:
...22/5/09.............................

    


    


    
      	
              Executed
      by Royal Wolf Trading
      Australia Pty Ltd ACN 069 244 417 in accordance with
      section 127 of the Corporations Act
      2001:

            	 
      	 
      
	
              /s/
      Peter McCann

            	 
      	
              /s/
      Robert Allan

            
	
              Director/company
      secretary

            	 
      	
              Director

            
	
              Peter
      McCann

            	 
      	
              Robert
      Allan

            
	
              Name
      of director/company secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:
...22/5/09.............................


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    


    
      	
              Executed
      by Royal Wolf Hi-Tech Pty
      Ltd ACN 079 735 050 in accordance with section 127 of the
      Corporations Act
      2001:

            	 
      	 
      
	 
      	 
      	 
      
	
              Director/company
      secretary

            	 
      	
              Director

            
	 
      	 
      	 
      
	
              Name
      of director/company secretary

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:
...22/5/09.............................

    


    


    
      	
              Executed
      by Royalwolf Trading New
      Zealand Ltd (Company No. 1062072) in accordance with its
      Constitution in the presence of:

            	 
      	 
      
	 
      	 
      	 
      
	
              Director

            	 
      	
              Director

            
	 
      	 
      	 
      
	
              Name
      of director

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:
...22/5/09.............................

    


    


    
      	
              Executed
      by Royalwolf NZ
      Acquisition Co. Limited (Company No. 2115393) in accordance with
      its Constitution in the presence of:

            	 
      	 
      
	 
      	 
      	 
      
	
              Director

            	 
      	
              Director

            
	 
      	 
      	 
      
	
              Name
      of director

              (BLOCK
      LETTERS)

            	 
      	
              Name
      of director

              (BLOCK
      LETTERS)

            


    

    


    Date:
...22/5/09.............................

     

    


    



    
      
         


      

      
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