Unassociated Document


    
      EXHIBIT 10.1

       

      
         

        
          

          
LETTER
OF OFFER

        


        to

         

          Royal
Wolf Australia Group 

            (as
defined in Customer Group Schedule)

            
               

              Dated
17 December 2008

            

          

        

        


        Australia
and New Zealand Banking Group Limited

        ABN 11
005 357 522

         

        
          

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  CUSTOMER GROUP
      SCHEDULE

                


        

      

      
         

      

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

       

      
        	
                ·

              	
                GFN
      Australasia Holdings Pty Ltd ACN 121 226
793

              


      

       

      
        	
                ·

              	
                GFN
      Australasia Finance Pty Ltd ACN 121 227
790

              


      

       

      
        	
                ·

              	
                RWA
      Holdings Pty Ltd ACN 106 913 964

              


      

       

      
        	
                ·

              	
                Royal
      Wolf Trading Australia Pty Ltd ACN 069 244
417

              


      

       

      
        	
                ·

              	
                Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735
050

              


      

       

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

       

      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

           

          
            
              	
                      LETTER
      OF OFFER

                    


            

          

        

         

      

      Issuing
Office:

       

      Australia
and New Zealand Banking Group Limited

      Corporate
Banking

      Level 11,
20 Martin Place

      Sydney
NSW 2000

      


      Phone:
+61 2 9226 4548

      Fax: +61
2 9227 1124

      Mob: +61
434 609 643

      www.anz.com

      


      Dear
Sir/Madam,

      


      We are
pleased to offer to you the facilities set out below:

       

      Summary
of facilities available:

       

      A summary
of facilities is as follows:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Facility

                                              	
                                                Facility
      Limit

                                                AUD

                                              
	 	 
	
                                                Overdraft
      Facility

                                              	
                                                AUD1,000,000

                                              
	 	 
	
                                                ANZ
      OnLine Facility – Direct Payments

                                              	
                                                AUD2,000,000

                                              
	 	 
	
                                                ANZ
      OnLine Facility – Global Payments

                                              	
                                                AUD1,000,000

                                              
	 	 
	
                                                Multi
      Option Facility (1)

                                              	
                                                AUD2,000,000

                                              
	
                                                -      Lease Finance (Progressive
      Draw) Facility

                                                -      Hire Purchase (Progressive
      Draw) Facility

                                              	 
      
	 	 
	
                                                Multi
      Option Facility (2)

                                              	
                                                AUD5,600,000

                                              
	
                                                -      Lease Finance (Progressive
      Draw) Facility

                                                -      Hire Purchase (Progressive
      Draw) Facility

                                              	 
      
	 	 
	
                                                Indemnity/Guarantee
      Facility – Financial Guarantees

                                              	
                                                AUD1,450,000

                                              
	 	 
	
                                                Indemnity/Guarantee
      Facility – Performance Guarantees

                                              	
                                                AUD50,000

                                              
	 	 
	
                                                Interchangeable
      Facility (1)

                                              	
                                                AUD4,000,000

                                              
	
                                                -      Fixed Rate Commercial Bill
      Facility

                                                -      Variable Rate Commercial Bill
      Acceptance and Discount Facility

                                              	 
      
	 	 
	
                                                Interchangeable
      Facility (2)

                                              	
                                                AUD7,204,000

                                              
	
                                                -      Fixed Rate Commercial Bill
      Facility

                                                -      Variable Rate Commercial Bill
      Acceptance and Discount

                                                Facility

                                              	 
      
	 	 
	
                                                Interchangeable
      Facility (3)

                                              	
                                                AUD40,000,000

                                              
	
                                                -      Fixed Rate Commercial Bill
      Facility

                                                -      Variable
      Rate Commercial Bill Acceptance and Discount Facility

                                              	 
      
	 	 
	Interchangeable
      Facility (4)	AUD12,052,000
	
                                                -      Fixed Rate Commercial Bill
      Facility

                                                -      Variable Rate Commercial Bill
      Acceptance and Discount Facility

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      	
                              Interchangeable
      Facility (5)

                            	
                              AUD4,700,000

                            
	
                              -      Fixed Rate Commercial Bill
      Facility

                              -      Variable Rate Commercial Bill
      Acceptance and Discount Facility

                            	 
      
	 	 
	
                              Interchangeable
      Facility (6)

                            	
                              AUD1,000,000

                            
	
                              -      Fixed Rate Commercial Bill
      Facility

                              -      Variable Rate Commercial Bill
      Acceptance and Discount Facility

                            	 
      
	 	 
	
                              Interchangeable
      Facility (7)

                            	
                              AUD1,070,000

                            
	
                              -      Fixed Rate Commercial Bill
      Facility

                              -      Variable Rate Commercial Bill
      Acceptance and Discount Facility

                            	 
      
	 	 
	
                              Interchangeable
      Facility (8)

                            	
                              AUD4,000,000

                            
	
                              -      Fixed Rate Commercial Bill
      Facility

                              -      Variable Rate Commercial Bill
      Acceptance and Discount Facility

                            	 
      
	 	 
	
                              Special
      Finance Line Facility Uncommitted

                            	
                               AUD1,000,000

                            
	 	 
	
                              Documentary
      Credit/Documents Surrendered Facility (Local or Overseas)

                            	
                              AUD870,000

                            
	 	 
	
                              Invoice
      Finance Facility

                            	
                               AUD12,000,000

                            
	 	 
	
                              Bank
      Guarantee Facility to ANZ National Bank Ltd

                            	
                              NZD
      15,470,435

                            
	 
      	 
      
	
                              Total
      Facility Limits:

                               

                            	
                              AUD100,996,000

                              NZD15,470,435

                            


                    

                  

                

              

            

          

        

      

       

      Details
of facilities:

       

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

       

      Security:

       

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

       

      Financial
Requirements, Other Conditions and Conditions Precedent

       

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

       

      General
and Specific Conditions and Amendments

       

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

       

      Annual
review:

       

      The
facilities are subject to annual review. The next review date will be on 19 October 2009.

      


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

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Other
Conditions

       

      Provision
of information to our wholly owned subsidiaries:

       

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

       

      Change
of control:

       

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

      


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

      


      “Effective
control” of a corporation means:

      


      
        	
                (i)

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

              


      

      
        	
                (ii)

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

              


      

      
        	
                (iii)

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

              


      

       

      and
includes the acquisition by any means of a person of a relevant interest
(whether actual or deemed within the meaning of the Corporations Act) in shares
in that corporation sufficient to allow that person either alone or jointly to
exercise the control referred to in items (i), (ii) or (iii) of this
definition.  For the purpose of this definition, control shall be
determined having regard to the provisions of the Corporations Act.

       

      Engagement
of experts and consultants:

       

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

       

      Negative
pledge:

       

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

       

      
        	
                (i)

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

              


      

      
        	
                (ii)

              	
                created
      subsequently with our prior written
consent.

              


      

       

      A breach
of this clause will constitute default.

       

      Conditions
continue:

       

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

       

      No
other variations:

       

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

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Fees

       

      Loan
Approval Fee:

       

      A Loan
Approval Fee of $0 will be debited to your account on receipt of your acceptance
of this letter.

       

      Stamp
Duty - Certificate of Value and Location of Assets

       

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

      


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

       

      Drawdown
timeframe

       

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

      


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

       

      Offer
period:

       

      Our offer
is available for acceptance until the close of business on 16 January 2009, unless
otherwise extended by ANZ in writing.

      


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

       

      Acceptance:

       

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

      


      Yours
faithfully

      


      
        	
                Zaheed
      Khan

              	
                Trevor
      Auld

              
	
                Relationship
      Manager

              	
                Associate
      Director

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        
          
            	
                    FACILITIES
      SCHEDULE

                  


          

        

      

      
         

      

      FACILITIES
SCHEDULE to the Letter of Offer dated 17 December 2008.

      


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

      


      
        
          	
                  CUSTOMER:

                	
                  GFN
      Australasia Holdings Pty Ltd ACN 121 226 793

                   

                  GFN
      Australasia Finance Pty Ltd ACN 121 227 790

                   

                  RWA
      Holdings Pty Ltd ACN 106 913 964

                   

                  Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417

                   

                  Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735
050

                


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Overdraft
      Facility

                                  
	 	 
	
                                    Facility
      limit:

                                  	
                                    $1,000,000

                                  
	 	 
	
                                    Termination
      date:

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

                                  
	 	 
	
                                    Purpose:

                                  	
                                    Working
      capital.

                                  
	 	 
	
                                    Interest
      rate:

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

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

                                  
	 	 
	
                                    Interest
      payment:

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

                                  
	 	 
	
                                    Fees:

                                  	
                                    Line
      Fee:

                                     

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

                                  
	 	 
	
                                    Prepayment:

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

                                  
	 	 
	
                                    Specific
      Conditions:

                                  	
                                    There
      are no Specific Conditions which apply to this
  facility.

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  	
                          ANZ
      OnLine Facility – Direct Payments

                        
	 	 
	
                          Facility
      limit:

                        	
                          $2,000,000

                           

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

                        
	 	 
	
                          Termination
      date:

                        	
                          Not
      before next review date.

                        
	 	 
	
                          Purpose:

                        	
                          To
      facilitate direct payments using ANZ OnLine.

                        
	 	 
	
                          Condition
      precedent:

                        	
                          You
      may only use the facility
if:

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


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

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

                        
	 	 
	
                          Pay
      – away exposure:

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

                        
	 	 
	
                          Fees:

                        	
                          As
      advised by ANZ Cash Management Transaction Services.

                        
	 	 
	
                          Specific
      Conditions:

                        	
                          There
      are no Specific Conditions which apply to this
  facility.

                        


                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    ANZ
      OnLine Facility – Global Payments

                                  
	 	 
	
                                    Facility
      limit:

                                  	
                                    $1,000,000

                                     

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

                                  
	 	 
	
                                    Termination
      date:

                                  	
                                    Not
      before next review date.

                                  
	 	 
	
                                    Purpose:

                                  	
                                    To
      facilitate global payments using ANZ OnLine.

                                  
	 	 
	
                                    Condition
      precedent:

                                  	
                                    You
      may only use the facility if:

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

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

                                  
	 	 
	
                                    Pay
      – away exposure:

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

                                  
	 	 
	
                                    Fees:

                                  	
                                    As
      advised by ANZ Cash Management Transaction Services.

                                  
	 	 
	
                                    Specific
      Conditions:

                                  	
                                    There
      are no Specific Conditions which apply to this
  facility.

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  	
                          Multi
      Option Facility (1)

                        
	 	 
	
                          Total
      facility limit:

                        	
                          $2,000,000

                        
	 	 
	
                          Termination
      date:

                        	
                          Not
      before next review date.

                        
	 	 
	
                          Purpose:

                        	
                          To
      facilitate the allocation of the approved facility limit amount across the
      following facility types to meet business requirements:

                           

                          -Lease Finance (Progressive
      Draw) Facility

                          -Hire Purchase (Progressive
      Draw) Facility

                           

                          To
      assist with any lease/hire purchase requirements.

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

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

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  (i)

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

                                                
	 	 	 
	 
      	
                                                  (ii)

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

                                                
	 	 
	
                                                  Detailed
      Facility Information

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

                                                
	 	 
	
                                                  Lease Finance (Progressive Draw)
      Facility

                                                
	 	 
	
                                                  Subject
      to execution and acceptance of lease request:

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

                                                
	 	 
	
                                                  Fees:

                                                	
                                                  Documentation
      fee:

                                                   

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

                                                
	 	 
	 
      	
                                                  Asset
      Drawdown fee:

                                                   

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

                                                   

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

                                                
	 	 
	
                                                  Specific
      Conditions:

                                                	
                                                  Specific
      Conditions for the facility are enclosed.

                                                
	 	 
	
                                                  Hire Purchase (Progressive Draw)
      Facility

                                                
	 	 
	
                                                  Subject
      to execution and acceptance of hire purchase request:

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

                                                
	 	 
	
                                                  Fees:

                                                	
                                                  Documentation
      fee:

                                                   

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

                                                
	 	 
	 
      	
                                                  Asset
      Drawdown fee:

                                                   

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

                                                   

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

                                                
	 	 
	
                                                  Specific
      Conditions:

                                                	
                                                  Specific
      Conditions for the facility are
enclosed.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                	
                        Multi
      Option Facility (2)

                      
	 	 
	
                        Total
      facility limit:

                      	
                        $5,600,000

                      
	 	 
	
                        Termination
      date:

                      	
                        2
      years from date of drawdown

                      
	 	 
	
                        Purpose:

                      	
                        To
      facilitate the allocation of the approved facility limit amount across the
      following facility types to meet business requirements:

                         

                        -Lease Finance (Progressive
      Draw) Facility

                        -Hire Purchase (Progressive
      Draw)
Facility

                      


              

            

          

        

      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	To
      assist with the purchase of accommodation containers for rental agreement
      between Royal Wolf Australia and BMA Alliance.
	 	 
	
                                                      Repayments:

                                                    	
                                                      Principal
      and interest repayments to apply.

                                                       

                                                      Rental
      payments received in relation to the BMA rental contract are to be made
      directly into an ANZ controlled account.

                                                    
	 	 
	
                                                      Conditions
      Precedent

                                                    	
                                                      Copy
      of rental contract between Royal Wolf Australia and BMA to be vetted by
      the Bank’s Solicitors and found to be acceptable to the
    Bank.

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

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

                                                    
	 	 	 
	 
      	
                                                      (i)

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

                                                    
	 	 	 
	 
      	
                                                      (ii)

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

                                                    
	 	 
	
                                                      Detailed
      Facility Information

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

                                                    
	 
	
                                                      Lease Finance (Progressive Draw)
      Facility

                                                    
	 	 
	
                                                      Subject
      to execution and acceptance of lease request:

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

                                                    
	 	 
	
                                                      Fees:

                                                    	
                                                      Documentation
      fee:

                                                       

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

                                                    
	 	 
	 
      	
                                                      Asset
      Drawdown fee:

                                                       

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

                                                       

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

                                                    
	 	 
	
                                                      Specific
      Conditions:

                                                    	
                                                      Specific
      Conditions for the facility are enclosed.

                                                    
	 	 
	
                                                      Hire Purchase (Progressive Draw)
      Facility

                                                    
	 	 
	
                                                      Subject
      to execution and acceptance of hire purchase request:

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

                                                    
	 	 
	
                                                      Fees:

                                                    	
                                                      Documentation
      fee:

                                                       

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

                                                    
	 	 
	 
      	
                                                      Asset
      Drawdown fee:

                                                       

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

                                                       

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

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  Specific
      Conditions:

                	
                  Specific
      Conditions for the facility are
enclosed.

                


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Indemnity/Guarantee
      Facility – Financial Guarantees

                              
	 	 
	
                                Facility
      limit:

                              	
                                $1,450,000

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

                              
	 	 
	
                                Termination
      date:

                              	
                                Not
      before next review date.

                              
	 	 
	
                                Purpose:

                              	
                                To
      assist with issuance of bank guarantees for business
    purposes.

                              
	 	 
	
                                Fee
      rate for each Bank Guarantee:

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

                              
	 	 
	
                                Fee
      payment:

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

                              
	 	 
	
                                Specific
      Conditions:

                              	
                                Specific
      Conditions - Indemnity/Guarantee are
enclosed.

                              


                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Indemnity/Guarantee
      Facility – Performance Guarantees

                              
	 	 
	
                                Facility
      limit:

                              	
                                $50,000

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

                              
	 	 
	
                                Termination
      date:

                              	
                                31
      March 2009

                              
	 	 
	
                                Purpose:

                              	
                                To
      facilitate the issuance of bank guarantees for trade
      contracts.

                              
	 	 
	
                                Fee
      rate for each Bank Guarantee:

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

                              
	 	 
	
                                Fee
      payment:

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

                              
	 	 
	
                                Specific
      Conditions:

                              	
                                Specific
      Conditions - Indemnity/Guarantee are
enclosed.

                              


                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                	
                        Interchangeable
      Facility (1)

                      
	 	 
	
                        Total
      facility limit:

                      	
                        $4,000,000

                      
	 	 
	
                        Termination
      date:

                      	
                        14
      September 2012

                      
	 	 
	
                        Purpose:

                      	
                        To
      enable interchange of the credit limits across the following approved
      facilities:

                         

                        -Fixed Rate Commercial Bill
      Facility

                        -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                         

                        To
      assist with the purchase of Container Hire &
  Sales

                      


              

            

          

        

      

      
        
          
            	 	 
	
                    Repayments:

                  	
                    Interest
      only. Bullet repayment on termination
date.

                  


          

        

      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                                  
	 	 	 
	 
      	
                                                    (i)

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

                                                  
	 	 	 
	 
      	
                                                    (ii)

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

                                                  
	 	 
	
                                                    Detailed
      Facility Information

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

                                                  
	 
	
                                                    Fixed Rate Commercial Bill
      Facility

                                                  
	 	 
	
                                                    Yield
      rate:

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

                                                  
	 	 
	
                                                    Fees:

                                                  	
                                                    Line
      fee:

                                                     

                                                    2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                                  
	 	 
	 
      	
                                                    Handling
      fee:

                                                     

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

                                                  
	 	 
	
                                                    Specific
      Conditions:

                                                  	
                                                    Specific
      Conditions for the facility are enclosed.

                                                  
	 
	
                                                    Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                                  
	 	 
	
                                                    Yield
      Rate:

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

                                                     

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

                                                     

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

                                                     

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

                                                     

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

                                                     

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

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

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
             

            
              	 


            

          

        

      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      	
                              Fees:

                            	
                              Line
      fee:

                               

                              2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                            
	 	 
	 
      	
                              Handling
      fee:

                               

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

                            
	 	 
	
                              Specific
      Conditions:

                            	
                              Specific
      Conditions for the facility are
enclosed.

                            


                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Interchangeable
      Facility (2)

                                            
	 	 
	
                                              Total
      facility limit:

                                            	
                                              $7,204,000

                                            
	 	 
	
                                              Termination
      date:

                                            	
                                              30
      April 2010

                                            
	 	 
	
                                              Purpose:

                                            	
                                              To
      enable interchange of the credit limits across the following approved
      facilities:

                                               

                                              -Fixed Rate Commercial Bill
      Facility

                                              -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                                               

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

                                            
	 	 
	
                                              Repayments:

                                            	
                                              Interest
      only. Bullet repayment on termination date.

                                            
	 	 
	
                                              Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                            
	 	 	 
	 
      	
                                              (i)

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

                                            
	 	 	 
	 
      	
                                              (ii)

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

                                            
	 	 
	
                                              Detailed
      Facility Information

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

                                            
	 
	
                                              Fixed Rate Commercial Bill
      Facility

                                            
	 	 
	
                                              Yield
      rate:

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

                                            
	 	 
	
                                              Fees:

                                            	
                                              Line
      fee:

                                               

                                              2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        


        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Handling
      fee:

                                   

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

                                
	 	 
	
                                  Specific
      Conditions:

                                	
                                  Specific
      Conditions for the facility are
enclosed.

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                      
	 	 
	
                                        Yield
      Rate:

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

                                         

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

                                         

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

                                         

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

                                         

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

                                         

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

                                         

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

                                      
	 	 
	
                                        Fees:

                                      	
                                        Line
      fee:

                                         

                                        2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                      
	 	 
	 
      	
                                        Handling
      fee:

                                         

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

                                      
	 	 
	
                                        Specific
      Conditions:

                                      	
                                        Specific
      Conditions for the facility are
enclosed.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                	
                        Interchangeable
      Facility (3)

                      
	 	 
	
                        Total
      facility limit:

                      	
                        $40,000,000

                      
	 	 
	
                        Termination
      date:

                      	
                        14
      September 2012

                      
	 	 
	
                        Purpose:

                      	
                        To
      enable interchange of the credit limits across the following approved
      facilities:

                         

                        -Fixed Rate Commercial Bill
      Facility

                        -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                         

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

                      


              

            

          

        

      

      
        
          	 	 
	
                  Repayments:

                	
                  Interest
      only. Bullet repayment on termination
date.

                


        

      

      
 

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                                  
	 	 	 
	 
      	
                                                    (i)

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

                                                  
	 	 	 
	 
      	
                                                    (ii)

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

                                                  
	 	 
	
                                                    Detailed
      Facility Information

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

                                                  
	 
	
                                                    Fixed Rate Commercial Bill
      Facility

                                                  
	 	 
	
                                                    Yield
      rate:

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

                                                  
	 	 
	
                                                    Fees:

                                                  	
                                                    Line
      fee:

                                                     

                                                    2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                                  
	 	 
	 
      	
                                                    Handling
      fee:

                                                     

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

                                                  
	 	 
	
                                                    Specific
      Conditions:

                                                  	
                                                    Specific
      Conditions for the facility are enclosed.

                                                  
	 
	
                                                    Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                                  
	 	 
	
                                                    Yield
      Rate:

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

                                                     

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

                                                     

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

                                                     

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

                                                     

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

                                                     

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

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

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	 


      

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              Fees:

                            	
                              Line
      fee:

                               

                              2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                            
	 	 
	 
      	
                              Handling
      fee:

                               

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

                            
	 	 
	
                              Specific
      Conditions:

                            	
                              Specific
      Conditions for the facility are
enclosed.

                            


                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          Interchangeable
      Facility (4)

                                                                        
	 	 
	
                                                                          Total
      facility limit:

                                                                        	
                                                                          $12,052,000

                                                                        
	 	 
	
                                                                          Termination
      date:

                                                                        	
                                                                          14
      September 2012

                                                                        
	 	 
	
                                                                          Purpose:

                                                                        	
                                                                          To
      enable interchange of the credit limits across the following approved
      facilities:

                                                                           

                                                                          -Fixed Rate Commercial Bill
      Facility

                                                                          -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                                                                           

                                                                          To
      assist with acquisition of assets of GE Seaco
Australia.

                                                                        
	 	 
	
                                                                          Repayments:

                                                                        	
                                                                          Interest
      only. Bullet repayment on termination date.

                                                                        
	 	 
	
                                                                          Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                                                        
	 	 	 
	 
      	
                                                                          (i)

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

                                                                        
	 	 	 
	 
      	
                                                                          (ii)

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

                                                                        
	 	 
	
                                                                          Detailed
      Facility Information

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

                                                                        
	 
	
                                                                          Fixed Rate Commercial Bill
      Facility

                                                                        
	 	 
	
                                                                          Yield
      rate:

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

                                                                        
	 	 
	
                                                                          Fees:

                                                                        	
                                                                          Line
      fee:

                                                                           

                                                                          2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            	 	 
	
                  	
                    Handling
      fee:

                     

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

                  
	 	 
	
                    Specific
      Conditions:

                  	
                    Specific
      Conditions for the facility are
enclosed.

                  


          

        

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        
          
            
            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	
                                                                                                                Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                                                                                              
	 	 
	
                                                                                                                Yield
      Rate:

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

                                                                                                                 

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

                                                                                                                 

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

                                                                                                                 

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

                                                                                                                 

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

                                                                                                                 

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

                                                                                                                 

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

                                                                                                              
	 	 
	
                                                                                                                Fees:

                                                                                                              	
                                                                                                                Line
      fee:

                                                                                                                 

                                                                                                                2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                                                                                              


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
              	 
      	
                      Handling
      fee:

                       

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

                    
	 	 
	
                      Specific
      Conditions:

                    	
                      Specific
      Conditions for the facility are
enclosed.

                    


            

          

        

        


        
          
            
              
                
                  	
                          Interchangeable
      Facility (5)

                        
	 	 
	
                          Total
      facility limit:

                        	
                          $4,700,000

                        
	 	 
	
                          Termination
      date:

                        	
                          14
      September 2012

                        
	 	 
	
                          Purpose:

                        	
                          To
      enable interchange of the credit limits across the following approved
      facilities:

                           

                          -Fixed Rate Commercial Bill
      Facility

                          -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                           

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

                        


                

              

            

          

        

      

      
        
          	 	 
	
                  Repayments:

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

                


        

      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                              
	 	 	 
	 
      	
                                                (i)

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

                                              
	 	 	 
	 
      	
                                                (ii)

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

                                              
	 	 
	
                                                Detailed
      Facility Information

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

                                              
	 
	
                                                Fixed Rate Commercial Bill
      Facility

                                              
	 	 
	
                                                Yield
      rate:

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

                                              
	 	 
	
                                                Fees:

                                              	
                                                Line
      fee:

                                                 

                                                2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                              
	 	 
	 
      	
                                                Handling
      fee:

                                                 

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

                                              
	 	 
	
                                                Specific
      Conditions:

                                              	
                                                Specific
      Conditions for the facility are enclosed.

                                              
	 
	
                                                Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                              
	 	 
	
                                                Yield
      Rate:

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

                                                 

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

                                                 

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

                                                 

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

                                                 

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

                                                 

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

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

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

                


        

      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              Fees:

                            	
                              Line
      fee:

                               

                              2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                            
	 	 
	 
      	
                              Handling
      fee:

                               

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

                            
	 	 
	
                              Specific
      Conditions:

                            	
                              Specific
      Conditions for the facility are
enclosed.

                            


                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                	
                        Interchangeable
      Facility (6)

                      
	 	 
	
                        Total
      facility limit:

                      	
                        $1,000,000

                      
	 	 
	
                        Termination
      date:

                      	
                        23
      September 2010

                      
	 	 
	
                        Purpose:

                      	
                        To
      enable interchange of the credit limits across the following approved
      facilities:

                         

                        -Fixed Rate Commercial Bill
      Facility

                        -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                         

                        To
      assist with acquisition of NT
Containers.

                      


              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Repayments:

                                	
                                  Interest
      only. Bullet repayment on termination date.

                                
	 	 
	
                                  Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                
	 	 	 
	 
      	
                                  (i)

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

                                
	 	 	 
	 
      	
                                  (ii)

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

                                
	 	 
	
                                  Detailed
      Facility Information

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

                                
	 
	
                                  Fixed Rate Commercial Bill
      Facility

                                
	 	 
	
                                  Yield
      rate:

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

                                
	 	 
	
                                  Fees:

                                	
                                  Line
      fee:

                                   

                                  2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                


                        

                      

                    

                  

                

              

            

          

        

      

      
        
          	 	 
	 	
                  Handling
      fee:

                   

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

                
	 	 
	
                  Specific
      Conditions:

                	
                  Specific
      Conditions for the facility are
enclosed.

                


        

      

      
 

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                
	 	 
	
                                  Yield
      Rate:

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

                                   

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

                                   

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

                                   

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

                                   

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

                                   

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

                                   

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

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              	
                      Fees:

                    	
                      Line
      fee:

                       

                      2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                    
	 	 
	 
      	
                      Handling
      fee:

                       

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

                    
	 	 
	
                      Specific
      Conditions:

                    	
                      Specific
      Conditions for the facility are
enclosed.

                    


            

          

        

      

      


      
        
          
            
              
                	
                        Interchangeable
      Facility (7)

                      
	 	 
	
                        Total
      facility limit:

                      	
                        $1,070,000

                      
	 	 
	
                        Termination
      date:

                      	
                        1
      November 2010

                      
	 	 
	
                        Purpose:

                      	
                        To
      enable interchange of the credit limits across the following approved
      facilities:

                         

                        -Fixed Rate Commercial Bill
      Facility

                        -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                         

                        To
      assist with acquisition of ACE
Containers.

                      


              

            

          

        

      

       

      
        	
                Repayments:

              	
                Interest
      only. Bullet repayment on termination
date.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                                    
	 	 	 
	 
      	
                                                      (i)

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

                                                    
	 	 	 
	 
      	
                                                      (ii)

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

                                                    
	 	 
	
                                                      Detailed
      Facility Information

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

                                                    
	 
	
                                                      Fixed Rate Commercial Bill
      Facility

                                                    
	 	 
	
                                                      Yield
      rate:

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

                                                    
	 	 
	
                                                      Fees:

                                                    	
                                                      Line
      fee:

                                                       

                                                      2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                                                    
	 	 
	 
      	
                                                      Handling
      fee:

                                                       

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

                                                    
	 	 
	
                                                      Specific
      Conditions:

                                                    	
                                                      Specific
      Conditions for the facility are enclosed.

                                                    
	 
	
                                                      Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                                    
	 	 
	
                                                      Yield
      Rate:

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

                                                       

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

                                                       

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

                                                       

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

                                                       

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

                                                       

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

                                                       

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

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      
        
          	
                  Fees:

                	
                  Line
      fee:

                   

                  2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date of acceptance of our offer. This fee is not
  rebatable.

                


        

      

       

      
        
          
            
              
                
                  
                    	 
      	
                            Handling
      fee:

                             

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

                          
	 	 
	
                            Specific
      Conditions:

                          	
                            Specific
      Conditions for the facility are
enclosed.

                          


                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Interchangeable
      Facility (8)

                                          
	 	 
	
                                            Total
      facility limit:

                                          	
                                            $4,000,000

                                          
	 	 
	
                                            Termination
      date:

                                          	
                                            Not
      before next review date.

                                          
	 	 
	
                                            Purpose:

                                          	
                                            To
      enable interchange of the credit limits across the following approved
      facilities:

                                             

                                            -Fixed Rate Commercial Bill
      Facility

                                            -Variable Rate Commercial Bill
      Acceptance and Discount Facility

                                             

                                            To
      assist with purchase of shipping containers.

                                          
	 	 
	
                                            Repayments:

                                          	
                                            Interest
      only, subject to Annual Review.

                                          
	 	 
	
                                            Conditions
      of use:

                                          	
                                            All
      drawdowns to made against invoices

                                          
	 	 
	
                                            Total
      facility limit for Interchangeable Facility and separate facility
      limits:

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

                                          
	 	 	 
	 
      	
                                            (i)

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

                                          
	 	 	 
	 
      	
                                            (ii)

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

                                          
	 	 
	
                                            Detailed
      Facility Information

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

                                          
	 
	
                                            Fixed Rate Commercial Bill
      Facility

                                          
	 	 
	
                                            Yield
      rate:

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

                                          
	 	 
	
                                            Fees:

                                          	
                                            Line
      fee:

                                             

                                            2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date on which the facility is first drawn. This fee is not
      rebatable.

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	 	
                Handling
      fee:

                 

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

              
	 	 
	
                Specific
      Conditions:

              	
                Specific
      Conditions for the facility are
enclosed.

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Variable Rate Commercial Bill Acceptance and
      Discount Facility

                                      
	 	 
	
                                        Yield
      Rate:

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

                                         

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

                                         

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

                                         

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

                                         

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

                                         

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

                                         

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

                                      
	 	 
	
                                        Fees:

                                      	
                                        Line
      fee:

                                         

                                        2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      date on which the facility is first drawn. This fee is not
      rebatable.

                                      
	 	 
	 
      	
                                        Handling
      fee:

                                         

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

                                      
	 	 
	
                                        Specific
      Conditions:

                                      	
                                        Specific
      Conditions for the facility are
enclosed.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  	
                          Special
      Finance Line Facility Uncommitted

                        
	 	 
	
                          Facility
      limit:

                        	
                          $1,000,000

                        
	 	 
	
                          Termination
      date:

                        	
                          Not
      before next review date.

                        
	 	 
	
                          Purpose:

                        	
                          To
      assist with acquisition funding for businesses to be
      identified.

                        
	 	 
	
                          Uncommitted
      line:

                        	
                          This
      is an ‘uncommitted line‘ and there is no commitment to provide
      accommodation at the time of
need.

                        


                

              

            

          

        

      

       

      
        	 	This
      facility may be withdrawn by us at any
time.


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              Conditions
      of use:

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

                               

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

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

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

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

                              o     Minimum
      50% hedge on debt;

                              o     Acquired
      assets to be incorporated into existing security structure;

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

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

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

                            
	 	 
	
                              Fees:

                            	
                              Line
      fee:

                               

                              2.50%
      pa on the facility limit, payable quarterly in advance, commencing on the
      activation of this facility. This fee is not rebatable.

                            
	 	 
	
                              Specific
      Conditions:

                            	
                              There
      are no Specific Conditions which apply to this
  facility.

                            


                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            Documentary
      Credit/Documents Surrendered Facility

                            (Local
      or Overseas)

                          
	 	 
	
                            Facility
      limit:

                          	
                            AUD
      870,000

                             

                            (For
      this purpose we will determine exchange rates to convert foreign currency
      amounts to the equivalent amounts in AUD.)

                          
	 	 
	
                            Termination
      date:

                          	
                            Not
      before next review date.

                          
	 	 
	
                            Purpose:

                          	
                            To
      secure payment for the importation of containers from Chinese supplier,
      Qingdao Jinghuang Hai Container Co. Ltd.

                          
	 	 
	
                            Condition
      precedent:

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

                          
	 	 


                  

                

              

            

          

        

      

      
        	
                Fees:

              	
                Subject
      to the current ANZ International Trade Finance Fees or as advised by ANZ
      International Trade Finance.

              
	 	 
	
                Specific
      Conditions:

              	
                Subject
      to the current ANZ International Trade Services Terms and
      Conditions.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Invoice
      Finance Facility

                                    
	 	 
	
                                      Customer:

                                       

                                    	
                                      GFN
      Australasia Holdings Pty Ltd ACN 121 226 793

                                       

                                      GFN
      Australasia Finance Pty Ltd ACN 121 227 790

                                       

                                      RWA
      Holdings Pty Ltd ACN 106 913 964

                                       

                                      Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417

                                       

                                      Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735 050

                                       

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

                                       

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

                                    
	 	 
	
                                      Product
      limit:

                                    	
                                      $12,000,000

                                    
	 	 
	
                                      Termination
      date:

                                    	
                                      Not
      before next review date.

                                    
	 	 
	
                                      Purpose:

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

                                    
	 	 
	
                                      Administration
      fee:

                                    	
                                      $5,500
      per month

                                    
	 	 
	
                                      Prepayment
      percentage:

                                    	
                                      85%
      of the aggregate Face Value of Approved Debts.

                                    
	 	 
	
                                      Funding
      Charge:

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

                                       

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

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          	 	 
	
                  Condition
      Precedent:

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

                   

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

                
	 	 


        

        
          
            
              
                
                  
                    	
                            Field
      Review:

                          	
                            At
      the Bank’s discretion

                             

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

                          
	 	 
	
                            Ageing
      of Purchased Debts:

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

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      
        
          
            	 	 


          

        

      

      
        
          
            
              
                
                  
                    
                      
                         

                        
                          	
                                  Condition
      Precedent

                                	
                                  The
      initial drawdown / settlement under this facility is subject to a
      preliminary Field Review, the result of which is satisfactory to
      us.

                                   

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

                                
	 	 
	
                                  Ageing
      of Purchased Debts:

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

                                
	 	 
	
                                  Specific
      Conditions:

                                	
                                  Specific
      Conditions – Invoice Finance Facility are
  enclosed.

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            Guarantee
      Facility To ANZ National Bank Ltd

                          
	 	 
	
                            Facility
      limit:

                          	
                            NZD
      15,470,435

                          
	 	 
	
                            Termination
      date:

                          	
                            Not
      before next review date.

                          
	 	 
	
                            Purpose:

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

                             

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

                          
	 	 
	
                            Condition
      precedent:

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

                          
	 	 
	
                            Specific
      Conditions:

                          	
                            There
      are no Specific Conditions which apply to this
  facility.

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    
       

      
        
          	
                  SECURITY SCHEDULE

                


        

      

       

    

    SECURITY
SCHEDULE to Letter of Offer dated 17 December 2008.

     

    Existing
Securities

     

    
      	
              ·

            	
              Corporate
      Guarantee and Indemnity dated 14 September 2007
between:

            
	 
      	 
      
	 
      	
              -

            	
              Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417

            
	 
      	 
      	 
      
	 
      	
              -

            	
              RWA
      Holdings Pty Ltd ACN 106 913 964

            
	 
      	 
      	 
      
	 
      	
              -

            	
              GFN
      Australasia Holdings Pty Ltd ACN 121 226 793

            
	 
      	 
      	 
      
	 
      	
              -

            	
              GFN
      Australasia Finance Pty Ltd ACN 121 227 790

            
	 
      	 
      	 
      
	 
      	
              -

            	
              Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735
050

            


    

    


    
      	
              ·

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

            
	 
      	 
      
	 
      	
              -

            	
              Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417 Charge Number 1117185 dated
      20 May 2005

            
	 
      	 
      	 
      
	 
      	
              -

            	
              RWA
      Holdings Pty Ltd ACN 106 913 964 Charge Number 1117184 dated 20 May
      2005

            
	 
      	 
      	 
      
	 
      	
              -

            	
              Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735 050 Charge Number 1438843 dated 12 April
      2007

            
	 
      	 
      	 
      
	 
      	
              -

            	
              GFN
      Australasia Holdings Pty Ltd ACN 121 226 793 Charge Number
      1514557.

            
	 
      	 
      	 
      
	 
      	
              -

            	
              GFN
      Australasia Finance Pty Ltd ACN 121 227 790 Charge Number
      1514546.

            
	 
      	 
      	 
      
	 
      	
              -

            	
              Royal
      Wolf Trading New Zealand Ltd

            
	 
      	 
      	 
      
	 
      	
              -

            	
              RWNZ
      Acquisition Co Ltd

            
	 
      	 
      	 
      
	 
      	
              -

            	
              Royalwolf
      NZ Acquisition Co Ltd

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

            


    

    


    
      
        	
                ·

              	
                Corporate
      Guarantee and Indemnity by Royal Wolf NZ Acquisition Co
  Ltd

              
	 	 
	
                ·

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

              


      

    

    


    
      	
              ·

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

            


    

    


    
      	
              ·

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

            


    

     

    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    
      
         

        
          
            	
                    
                      FINANCIAL
      REQUIREMENTS AND OTHER 

                      CONDITIONS
      SCHEDULE

                    

                  


          

        

         

      

    

    FINANCIAL
REQUIREMENTS AND OTHER CONDITIONS SCHEDULE to Letter of Offer dated 17 December
2008.

     

    Financial
reports:

     

    You agree
to provide us with:

    


    Annually

    


    
      	
              ·

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

            
	 
      	 
      
	
              ·

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

            
	 
      	 
      
	
              ·

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

               

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

            
	 
      	 
      
	
              ·

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

            


    

    


    Quarterly

    


    
      	
              ·

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

            
	 
      	 
      
	
              ·

            	
              Consolidated
      Working capital information including a listing of aged debtors, creditors
      and stock to be provided within 30 days of the end of each financial
      quarter (ie. March, June, September, December).

            
	 
      	 
      
	
              ·

            	
              Consolidated
      Compliance Certificate signed by two Directors certifying compliance with
      consolidated financial undertakings as soon as it is available, but not
      later than 45 after the end of each financial quarter.

            
	 
      	 
      
	
              ·

            	
              A
      Borrowing Base certificate within 30 days after the end of each financial
      quarter verifying the face value of facilities drawn and unpaid under the
      Commercial Bill Facilities, Overdraft Facility and ANZ NZ Term Debt
      Facilities available does not exceed 80% of the lesser of the orderly
      liquidation value of the fleet or the book value of the
    fleet.

            


    

    


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

    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

     

    Provision
of Electronic Financials

     

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

    


    
      
        	
                ·

              	
                One
      of your directors, or

              


      

    

    
      	
              ·

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

            


    

    


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

    


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

    


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

    


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

    


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

     

    Financial
covenants:

     

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

    


    
      	
              ·

            	
              Consolidated Interest Cover:
      The interest cover ratio for each financial quarter on a rolling
      basis will not, as at the
      compliance date, be less than 2.25:1, increasing to 2.50:1 as at 30
      June 2009.

            
	 
      	 
      
	
              ·

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

            
	 
      	 
      
	
              ·

            	
              Consolidated Gearing
      Ratio: Total Debt (excluding loans from General Finance Corporation
      to the Group) to adjusted trailing EBITDA for each financial quarter must be equal to or less than
      5.50:1, reducing
      to 4.50 as at 30 June 2009 onwards.

            
	 
      	 
      
	
              ·

            	
              Consolidated Gearing Ratio:
      Senior Debt to adjusted trailing EBITDA ratio for each financial
      quarter must be equal to
      or less than 4.50:1, reducing to 3.50 as at
      30 June 2009 onwards.

            
	 
      	 
      
	
              ·

            	
              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 Group’s container
  fleet.

            


    

     

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

     

    Compliance
with financial covenants:

     

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

    


    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

    


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

    


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

     

    Definitions:

     

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

    ·     Royal
Wolf Trading Australia Pty Ltd ACN 069 244 417

    ·     RWA
Holdings Pty Ltd ACN 106 913 964

    ·     GFN
Australasia Holdings Pty Ltd ACN 121 226 793

    ·     GFN
Australasia Finance Pty Ltd ACN 121 227 790

    ·     Royal
Wolf Hi-Tech Pty Ltd ACN 079 735 050

    ·     Royal
Wolf Trading New Zealand Ltd

    ·     RWNZ
Acquisition Co Ltd

    ·     Royalwolf
NZ Acquisition Co Ltd

    


    “RWNZ Group” is a reference to
the following New Zealand entities individually and collectively:

    •     Royal
Wolf Trading New Zealand Ltd

    •     RWNZ
Acquisition Co Ltd

    •     Royalwolf
NZ Acquisition Co Ltd

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Debt” is the aggregate of
short term and long term debt.

    


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

    


    Calculation:

     

    Consolidated
Interest Cover:

     

    Trailing Adjusted
EBITDA

     

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

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

    


    Consolidated
Senior Debt Interest Cover:

    


    Trailing Adjusted
EBITDA

     

    Total
Senior Debt Interest Expense

     

    Consolidated
Gearing Ratio:

     

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

     

    Trailing
Adjusted EBITDA

     

    Consolidated
Gearing Ratio:

     

    Senior
Debt

     

    Trailing
Adjusted EBITDA

     

    Other
conditions to be met:

     

    
      	
               
      

            	
              §

            	
              Orderly Liquidation
      Value:

            


    

     

    Funding
of the Interchangeable Facility (1), Interchangeable Facility (2),
Interchangeable Facility (3), Interchangeable Facility (4), Interchangeable
Facility (5), Overdraft Facility, Mutli-Option Facility (2), Bill Priced Term
Loan Facility NZD2.025M and Bill Priced Term Loan Facility NZD 10.392M and
Multi-Option Facility (2) are restricted to an amount in total which is no
greater than 80% of the orderly liquidation value of the container fleet (being,
the container fleet owned from time to time by the Group or the RWNZ Group (as
defined in this letter of offer)). Should this condition be breached you must
reduce the balance of the facilities within 5 Sydney business days to a level
that will satisfy this condition.

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

     

    
      	
               
      

            	
              ·

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

            


    

    
      	
               
      

            	
              o

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

            


    

    
      	
               
      

            	
              o

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

            


    

    


    
      	
               
      

            	
              ·

            	
              Invoice
      Finance Field Reviews to continue as per facility
    agreement.

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    
      	
               
      

            	
              ·

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

            


    

    


    Foreign
Currency Translation:

    


    
      	
                   
      a)

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

            


    

    


    
      	
                   
      b)

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

            


    

     

    Insurance:

     

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

    


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

    


    As a
minimum, the Certificate of Currency must include:

     

    
      	
               
      

            	
              ·

            	
              Insurance
      cover expiry date

            


    

     

    
      	
               
      

            	
              ·

            	
              Situation(s)

            


    

     

    
      	
               
      

            	
              ·

            	
              Type
      of cover

            


    

     

    
      	
               
      

            	
              ·

            	
              Policy
      number

            


    

     

    
      	
               
      

            	
              ·

            	
              Policy
      underwriter and /or broker name

            


    

     

    
      	
               
      

            	
              ·

            	
              Insured
      Amount

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Bank’s interest clearly noted on the insurance
  policy

            


    

    


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

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

     

    Valuations:

     

    You agree
that properties listed in the Security Schedule must be re-valued for the Bank
at least once every 36 months at your cost while facilities continue to be
provided by the Bank. Each valuation must be undertaken by a reputable licensed
property valuer acceptable to the Bank.

     

    Conditions
Precedent:

     

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

    


    Authorised
Representative Certificate

     

    We must
have received from you a properly completed and executed Authorised
Representative Certificate and the identity of each Authorised Representative
must be verified to our satisfaction in order to comply with the Anti-Money
Laundering and Counter-Terrorism Financing Act. Each person so named as an
Authorised Representative will be an authorised representative for the purposes
of the transaction documents.

     

    Compliance
with environmental law:

     

    You agree
to:

     

    
      	
               
      

            	
              (i)

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

            


    

     

     

    
      	
               
      

            	
              (ii)

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

            


    

    


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

    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

    
      
         

        
          
            	
                    
                      
                        GENERAL
      AND SPECIFIC CONDITIONS 

                        SCHEDULE

                      

                    

                  


          

        

         

      

    

    GENERAL
AND SPECIFIC CONDITIONS SCHEDULE to Letter of Offer dated 17 December
2008.

     

    General
and Specific Conditions:

     

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

     

    General
Conditions Fourth Edition 2003:

     

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

     

    This
clause and the meaning of “International Financial Reporting Standard” at clause
23 are deleted in their entirety.

    


    Clause
24 (13) Anti Money Laundering

    


    This
clause is deleted and replaced with the following.

    


    
      (13)
 Anti Money
Laundering

    

    


    You agree
that we may delay, block or refuse to make a payment or process any transaction
without incurring any liability if we suspect that:

    


    
      	
              (a)

            	
              the
      transaction or payment may breach any laws or regulations in Australia or
      any other country;

            


    

    
      	
              (b)

            	
              the
      transaction involves any person (natural, corporate  or
      governmental) that is itself sanctioned or is connected, directly or
      indirectly, to any person that is sanctioned under economic and trade
      sanctions imposed by the United States, the European Union or any country;
      or

            


    

    
      	
              (c)

            	
              the
      transaction or payment 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.

            


    

    


    You also
agree to provide all information to us which in our reasonable opinion we
require in order to manage our money laundering, terrorism financing or economic
and trade sanctions risk or to comply with any laws or regulations in Australia
or any other country.

     

    You
further agree that we may disclose any information concerning you to any law
enforcement, regulatory agency or court where required by any such law or
regulation in Australia or elsewhere.

    


    Unless
you have disclosed that you are acting in a trustee capacity or on behalf of
another party, you warrant that you are acting on your own behalf in entering
into this agreement.

     

    You
declare and undertake to us that the payment of monies or processing of
transactions by us in accordance with your instructions will not breach any laws
or regulations in Australia or any other country.

    


    Clause
24 (15) Trade or country sanctions

    


    This
clause is inserted as a new sub clause.

    


    (15)
Trade or country
sanctions

    


    Trade and
economic sanctions (sanctions) imposed by Governments, Government agencies or
departments and regulators, Central Banks and/or Transnational Organisations
(including the United Nations and European Union impact upon transactions
involving countries, persons or corporate entities resident within countries
currently including, but not limited to, the following:

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


    BALKANS,
BELARUS, COTE D'IVOIRE (IVORY COAST), LEBANON, LIBERIA, RWANDA, SIERRA LEONE,
SOMALIA, SYRIA, THE DEMOCRATIC REPUBLIC OF CONGO, UZBEKISTAN, AFGHANISTAN, IRAN,
IRAQ, MYANMAR (BURMA), NORTH KOREA, CUBA, ZIMBABWE AND SUDAN.

     

    We and
our related Bodies Corporate might be subject to and affected by sanctions with
which we will comply.

     

    We are
not and will not be liable for any loss or damage whatsoever associated directly
or indirectly with the application of sanctions to a transaction or financial
service involving us.

    


    Clause
24 (16) GST

    


    This
clause is inserted as a new sub clause.

    


    Terms
used in this clause have the same meaning as those defined in the A New Tax
System (Goods and Services Tax) Act 1999 (“GST Act”) unless provided
otherwise.

     

    If any
supply made under or in connection with this Agreement is subject to GST, the
party making the supply (“ANZ”) may increase the consideration otherwise
provided for by the amount of that GST and recover such additional amount from
the party liable for payment of the consideration. This clause does not apply to
the extent that the consideration is expressly agreed to be GST
inclusive.

     

    If you
are required to reimburse ANZ for any costs, the amount must be reduced to the
extent that ANZ is entitled to claim an input tax credit in respect of those
costs. A party will be assumed to have an entitlement to claim a full input tax
credit unless it demonstrates otherwise prior to the date on which the
consideration must be provided.

     

    No
payment of any amount in respect of GST is required until ANZ has provided a tax
invoice or adjustment note, as the case may be, to you. ANZ must provide a tax
invoice or adjustment note to you as required by the GST Act.

     

    Any
reference in this Agreement to fee, price, value, sales, revenue, or similar
amount (“Revenue”) shall be a reference to that Revenue exclusive of GST, unless
and to the extent that the revenue is expressly agreed to be GST
inclusive.

     

    Lease
Finance and Hire Purchase facilities:

     

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

     

    Excess
fee:

     

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

     

    Interest
rate on excesses and overdue amounts:

     

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

     

    Your
authorised representative:

     

    The
definition of “your authorised representative” in the General Conditions is
amended to read:

    


    “your
authorised representative” means, at a particular time, a person appointed by
your board of directors, if a company, or all partners, if a partnership, as an
authorised representative;

    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    


    An
appointment of authorised representatives must be evidenced by a notice to us,
showing the name and date of birth (to assist us to identify the authorised
representative) and signature of each nominated person and bearing the
certification of your director(s) or director and secretary, in the case of a
company, or the signatures of all partners, in the case of a partnership,
certifying that each signature is correct.

     

    Accounts
reconciliation:

     

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

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    
      
         

        
          
            	
                    
                      
                        ACCEPTANCE

                      

                    

                  


          

        

      

    

    
       

    

    
      
        	
                To:

              	
                Australia
      and New Zealand Banking Group Limited

              
	 
      	
                Corporate
      Banking

              
	 
      	
                Level
      11, 20 Martin Place

              
	 
      	
                Sydney
      NSW 2000

              


      

    

    


    Acceptance of Letter of Offer
dated 17 December 2008.

    


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

    


    We
authorise ANZ to provide information about the borrower (including credit
worthiness, history, standing or capacity) to:

    


    
      	
               
      

            	
              ·

            	
              An
      intending guarantor, to enable that person to consider whether or not to
      act as guarantor, or offer property as security, for a loan or loans in
      the name of the borrower.

            


    

    
      	
               
      

            	
              ·

            	
              A
      person who is a guarantor, or has provided property as security, for a
      loan or loans in the name of the
borrower.

            


    

    


    Dated
17/12/08

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                SIGNED for and on behalf
      of

                                GFN
      Australasia Holdings Pty Ltd ACN 121 226 793
      by:

                              
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                                Signature
      of Director

                              	 
      	
                                Print
      name of Director

                              
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                                Signature
      of Director

                              	 
      	
                                Print
      name of
Director

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              SIGNED for and on behalf
      of

                              GFN
      Australasia Finance Pty Ltd ACN 121 227 790
      by:

                            
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of Director

                            
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of
Director

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            SIGNED for and on behalf
      of

                            RWA
      Holdings Pty Ltd ACN 106 913 964
      by:

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of
Director

                          


                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                SIGNED for and on behalf
      of

                                Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417
      by:

                              
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                                Signature
      of Director

                              	 
      	
                                Print
      name of Director

                              
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                                Signature
      of Director

                              	 
      	
                                Print
      name of
Director

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            SIGNED for and on behalf
      of

                            Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735 050
      by:

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of
Director

                          


                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          37

          
            

          

        

        
           


        

      

    

    
      
        
           

          
            
              	
                      
                        
                          CORPORATE
      SURETY
ACKNOWLEDGMENT

                        

                      

                    


            

          

        

      

       

    

    
      
        	
                To:

              	
                Australia
      and New Zealand Banking Group Limited

              
	 
      	
                Corporate
      Banking

              
	 
      	
                Level
      11, 20 Martin Place

              
	 
      	
                Sydney
      NSW 2000

              


      

    

     

    Corporate Surety
Acknowledgment to Letter of Offer dated 17 December 2008.

     

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

     

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

     

    Dated
17/12/08

    


    
      
        
          
            
              
                
                  
                    
                      	
                              SIGNED for and on behalf
      of

                              GFN
      Australasia Holdings Pty Ltd ACN 121 226 793
      by:

                            
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of Director

                            
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of
Director

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              SIGNED for and on behalf
      of

                              GFN
      Australasia Finance Pty Ltd ACN 121 227 790
      by:

                            
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of Director

                            
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of
Director

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                SIGNED for and on behalf
      of

                                RWA
      Holdings Pty Ltd ACN 106 913 964
      by:

                              
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                                Signature
      of Director

                              	 
      	
                                Print
      name of Director

                              
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                                Signature
      of Director

                              	 
      	
                                Print
      name of
Director

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              SIGNED for and on behalf
      of

                              Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417
      by:

                            
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of Director

                            
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                              Signature
      of Director

                            	 
      	
                              Print
      name of
Director

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            SIGNED for and on behalf
      of

                            Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735 050
      by:

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of
Director

                          


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            SIGNED for and on behalf
      of

                            RWNZ Acquisition Co. Ltd
      by:

                          
	 
      	 
      	 
      
	 
        	 
      	 
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	  
        	 
      	 
        
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            SIGNED for and on behalf
      of

                            Royal Wolf Trading New Zealand
      Ltd by:

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            SIGNED for and on behalf
      of

                            Royalwolf NZ Acquisition Co Ltd
      by:

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

    
      
        
          
             

            
              
                	
                        
                          
                            CERTIFICATE
      OF VALUE AND LOCATION OF
ASSETS

                          

                        

                      


              

            

          

        

      

      
         

      

    

    
      	
              Group
      Name:

            	
              Royal
      Wolf Australia Group

            


    

     

    
      
        
          
            	 
      	
                    NSW

                  	
                    VIC

                  	
                    QLD

                  	
                    WA

                  	
                    SA

                  	
                    TAS

                  	
                    ACT

                  	
                    NT

                  	
                    Overseas

                  	
                    Total

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

                  
	
                    Royal
      Wolf Trading Australia Pty Ltd ACN 069 244 417

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    RWA
      Holdings Pty Ltd ACN 106 913 964

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Royal
      Wolf Hi-Tech Pty Ltd ACN 079 735 050

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    GFN
      Australasia Holdings Pty Ltd ACN 121 226 793

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    GFN
      Australasia Finance Pty Ltd ACN 121 227 790

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Royal
      Wolf Trading New Zealand Ltd

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    RWNZ
      Acquisition Co Ltd

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Royalwolf
      NZ Acquisition Co Ltd

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

                  
	
                    N/A

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Totals

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


          

        

      

    

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    CONFIRMATION OF PREVIOUS
ADVICE

    


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

    


    
      
        
          
            
              
                	
                        Customer
      Representative Signature

                      	 
      	/s/
      Peter McCann
	 
      	 
      	 
      
	
                        Customer
      Representative Name

                      	 
      	Peter
      McCann
	 
      	 
      	 
      
	
                        Position
      of Customer Representative

                      	 
      	Director
	 
      	 
      	
                        (Director/Financial
      Controller
etc)

                      


              

            

          

        

      

    

    


    Date________________

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    
      
        
          
            
               

              
                
                  	
                          
                            
                              AUTHORISED
      REPRESENTATIVE
CERTIFICATE

                            

                          

                        


                

              

            

          

        

         

      

    

    GFN
Australasia Holdings Pty Ltd ACN 121 226 793

    


    
      
        
          
            
              	
                      To:

                    	
                      Australia
      and New Zealand Banking Group Limited

                    
	 
      	
                      Corporate
      Banking

                    
	 
      	
                      Level
      11, 20 Martin Place

                    
	 
      	
                      Sydney
      NSW 2000

                    
	 	 
	Attention: 	Zaheed
      Khan 


            

          

        

      

    

    


    We refer
to the letter dated 17 December 2008 and accompanying General Conditions) and
applicable Specific Conditions, that constitute the agreement (the "agreement")
between the Bank and Royal Wolf Australia Group (the “customer”).

    


    Terms
used in this certificate that are defined in the agreement have, unless the
context otherwise requires, the same meanings as in the agreement.

    


    [I
am]/[We are]/[ a director]/[ directors]/[ a director and a company secretary] of
the customer.

    


    The
schedule and attachments to this certificate are complete and up to date copies
of:

    


    
      	
              1.

            	
              A
      list of the customer’s authorised representatives with the signature, or a
      copy of the signature, of each authorised representative appearing beside
      their name.

            


    

     

    We
certify that the above document is complete, correct, fully in force and not
subject to amendment or revocation.

    
      
        
          
            
               

              
                
                  	
                          
                            
                              SCHEDULE

                            

                          

                        


                

              

            

          

        

      

    

    


    List
of authorised representatives:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              Name (Printed)

                                                            	 
      	
                                                              Position (Printed)

                                                            	 
      	
                                                              Signature

                                                            	 
      	
                                                              Date of Birth.

                                                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Peter
      McCann	 
      	Director	 
      	/s/
      Peter McCann	 
      	
                                                              20/10/66

                                                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Robert
      Allan	 
      	Director	 
      	/s/
      Robert Allan	 
      	6/2/56
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Greg
      Baker	 
      	Group
      Controller	 
      	/s/
      Greg Baker	 
      	10/10/55
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Rakesh
      Chand	 
      	Manager
      Accounting Services	 
      	/s/
      Rakesh Chand	 
      	18/06/77


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Dated
      17/12/08

                          	 
      	 
      
	 
      	 
      	 
      
	
                            SIGNED for and on behalf
      of

                            GFN
      Australasia Holdings Pty Ltd ACN 121 226 793
      by:

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    
      
        
          
            
               

              
                
                  	
                          
                            
                              AUTHORISED
      REPRESENTATIVE
CERTIFICATE

                            

                          

                        


                

              

            

          

        

      

    

    


    GFN
Australasia Finance Pty Ltd ACN 121 227 790

    


    
      
        
          
            	
                    To:

                  	
                    Australia
      and New Zealand Banking Group Limited

                  
	
                     

                  	
                    Corporate
      Banking

                  
	
                     

                  	
                    Level
      11, 20 Martin Place

                  
	
                     

                  	
                    Sydney
      NSW 2000

                  
	 
      	 
	Attention: 	Zaheed
      Khan 


          

        

      

    

    
       

      We refer
to the letter dated 17 December 2008 and accompanying General Conditions) and
applicable Specific Conditions, that constitute the agreement (the "agreement")
between the Bank and Royal Wolf Australia Group (the
“customer”).

    

    


    Terms
used in this certificate that are defined in the agreement have, unless the
context otherwise requires, the same meanings as in the agreement.

    


    [I
am]/[We are]/[ a director]/[ directors]/[ a director and a company secretary] of
the customer.

    


    The
schedule and attachments to this certificate are complete and up to date copies
of:

    


    
      	
              2.

            	
              A
      list of the customer’s authorised representatives with the signature, or a
      copy of the signature, of each authorised representative appearing beside
      their name.

            


    

     

    We
certify that the above document is complete, correct, fully in force and not
subject to amendment or revocation.

    
      
        
          
            
              
                 

                
                  
                    	
                            
                              
                                SCHEDULE

                              

                            

                          


                  

                

              

            

          

        

      

       

    

    List
of authorised representatives:

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Name (Printed)

                                                              	 
      	
                                                                Position (Printed)

                                                              	 
      	
                                                                Signature

                                                              	 
      	
                                                                Date of Birth.

                                                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Robert
      Allan	 
      	Director	 
      	/s/
      Robert Allan 	 
      	6/2/56
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Peter
      McCann	 
      	Director	 
      	/s/
      Peter McCann	 
      	20/10/66
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Greg
      Baker	 
      	Group
      Controller	 
      	/s/
      Greg Baker	 
      	10/10/55
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Rakesh
      Chand	 
      	Manager
      Accounting Services	 
      	/s/
      Rakesh Chand	 
      	18/06/77


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Dated
      17/12/08

                          	 
      	 
      
	 
      	 
      	 
      
	
                            SIGNED for and on behalf
      of

                            GFN
      Australasia Finance Pty Ltd ACN 121 227 790
      by:

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    
      
        
          
            
               

              
                
                  	
                          
                            
                              AUTHORISED
      REPRESENTATIVE
CERTIFICATE

                            

                          

                        


                

              

            

          

        

         

      

    

    RWA
Holdings Pty Ltd ACN 106 913 964

    


    
      
        
          
            
              	
                      To:

                    	
                      Australia
      and New Zealand Banking Group Limited

                    
	 
      	
                      Corporate
      Banking

                    
	 
      	
                      Level
      11, 20 Martin Place

                    
	 
      	
                      Sydney
      NSW 2000

                    
	 	 
	Attention:	Zaheed
      Khan 


            

          

        

      

    

    


    We refer
to the letter dated 17 December 2008 and accompanying General Conditions) and
applicable Specific Conditions, that constitute the agreement (the "agreement")
between the Bank and Royal Wolf Australia Group (the “customer”).

    


    Terms
used in this certificate that are defined in the agreement have, unless the
context otherwise requires, the same meanings as in the agreement.

    


    [I
am]/[We are]/[ a director]/[ directors]/[ a director and a company secretary] of
the customer.

    


    The
schedule and attachments to this certificate are complete and up to date copies
of:

    


    
      	
              3.

            	
              A
      list of the customer’s authorised representatives with the signature, or a
      copy of the signature, of each authorised representative appearing beside
      their name.

            


    

     

    We
certify that the above document is complete, correct, fully in force and not
subject to amendment or revocation.

    
      
        
          
            
              
                 

                
                  
                    	
                            
                              
                                SCHEDULE

                              

                            

                          


                  

                

              

            

          

        

      

      
List
of authorised representatives:

    

    
      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Name (Printed)

                                                                	 
      	
                                                                  Position (Printed)

                                                                	 
      	
                                                                  Signature

                                                                	 
      	
                                                                  Date of Birth.

                                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Robert
      Allan	 
      	Director	 
      	/s/
      Robert Allan 	 
      	6/2/56
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Peter
      McCann	 
      	Director	 
      	/s/
      Peter McCann	 
      	20/10/66
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Greg
      Baker	 
      	Group
      Controller	 
      	/s/
      Greg Baker	 
      	10/10/55
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Rakesh
      Chand	 
      	Manager
      Accounting Services	 
      	/s/
      Rakesh Chand	 
      	18/06/77


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Dated
      17/12/08

                          	 
      	 
      
	 
      	 
      	 
      
	
                            SIGNED for and on behalf
      of

                            RWA
      Holdings Pty Ltd ACN 106 913 964
      by:

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  	
                          
                            
                              AUTHORISED
      REPRESENTATIVE
CERTIFICATE

                            

                          

                        


                

              

            

          

        

         

      

    

    
      Royal
Wolf Trading Australia Pty Ltd ACN 069 244 417

    

     

    
      
        
          
            
              
                	
                        To:

                      	
                        Australia
      and New Zealand Banking Group Limited

                      
	 
      	
                        Corporate
      Banking

                      
	 
      	
                        Level
      11, 20 Martin Place

                      
	 
      	
                        Sydney
      NSW 2000

                      
	 	 
	Attention:	Zaheed
      Khan


              

            

          

        

      

    

    
       

      We refer
to the letter dated 17 December 2008 and accompanying General Conditions) and
applicable Specific Conditions, that constitute the agreement (the "agreement")
between the Bank and Royal Wolf Australia Group (the
“customer”).

    

    


    Terms
used in this certificate that are defined in the agreement have, unless the
context otherwise requires, the same meanings as in the agreement.

    


    [I
am]/[We are]/[ a director]/[ directors]/[ a director and a company secretary] of
the customer.

    


    The
schedule and attachments to this certificate are complete and up to date copies
of:

    


    
      	
              4.

            	
              A
      list of the customer’s authorised representatives with the signature, or a
      copy of the signature, of each authorised representative appearing beside
      their name.

            


    

     

    We
certify that the above document is complete, correct, fully in force and not
subject to amendment or revocation.

    
      
        
          
            
              
                 

                
                  
                    	
                            
                              
                                SCHEDULE

                              

                            

                          


                  

                

              

            

          

        

      

      
List
of authorised representatives:

    

    
      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Name (Printed)

                                                                	 
      	
                                                                  Position (Printed)

                                                                	 
      	
                                                                  Signature

                                                                	 
      	
                                                                  Date of Birth.

                                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Robert
      Allan	 
      	Director	 
      	/s/
      Robert Allan 	 
      	6/2/56
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Peter
      McCann	 
      	Director	 
      	/s/
      Peter McCann	 
      	20/10/66
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Greg
      Baker	 
      	Group
      Controller	 
      	/s/
      Greg Baker	 
      	10/10/55
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Rakesh
      Chand	 
      	Manager
      Accounting Services	 
      	/s/
      Rakesh Chand	 
      	18/06/77


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Dated
      17/12/08

                          	 
      	 
      
	 
      	 
      	 
      
	
                            SIGNED for and on behalf
      of

                            Royal
      Wolf Trading Australia Pty Ltd 

                            ACN 069 244 417
      by:

                          
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                            Signature
      of Director

                          	 
      	
                            Print
      name of Director

                          
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                            Signature
      of Director/Secretary

                          	 
      	
                            Print
      name of
Director/Secretary

                          


                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    
      
        
          
            
               

              
                
                  	
                          
                            
                              AUTHORISED
      REPRESENTATIVE
CERTIFICATE

                            

                          

                        


                

              

            

          

        

         

      

    

    
      Royal
Wolf Hi-Tech Pty Ltd ACN 079 735 050

    

    


    
      
        
          
            
              	
                      To:

                    	
                      Australia
      and New Zealand Banking Group Limited

                    
	 
      	
                      Corporate
      Banking

                    
	 
      	
                      Level
      11, 20 Martin Place

                    
	 
      	
                      Sydney
      NSW 2000

                    
	 	 
	Attention:	Zaheed
      Khan


            

          

        

      

    

    


    We refer
to the letter dated 17 December 2008 and accompanying General Conditions) and
applicable Specific Conditions, that constitute the agreement (the "agreement")
between the Bank and Royal Wolf Australia Group (the “customer”).

    


    Terms
used in this certificate that are defined in the agreement have, unless the
context otherwise requires, the same meanings as in the agreement.

    


    [I
am]/[We are]/[ a director]/[ directors]/[ a director and a company secretary] of
the customer.

    


    The
schedule and attachments to this certificate are complete and up to date copies
of:

    


    
      	
              5.

            	
              A
      list of the customer’s authorised representatives with the signature, or a
      copy of the signature, of each authorised representative appearing beside
      their name.

            


    

     

    We
certify that the above document is complete, correct, fully in force and not
subject to amendment or revocation.

    
      
        
          
            
              
                 

                
                  
                    	
                            
                              
                                SCHEDULE

                              

                            

                          


                  

                

              

            

          

        

      

       

    

    List
of authorised representatives:

    
      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Name (Printed)

                                                                	 
      	
                                                                  Position (Printed)

                                                                	 
      	
                                                                  Signature

                                                                	 
      	
                                                                  Date of Birth.

                                                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Robert
      Allan	 
      	Director	 
      	/s/
      Robert Allan 	 
      	6/2/56
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Peter
      McCann	 
      	Director	 
      	/s/
      Peter McCann	 
      	20/10/66
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Greg
      Baker	 
      	Group
      Controller	 
      	/s/
      Greg Baker	 
      	10/10/55
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	Rakesh
      Chand	 
      	Manager
      Accounting Services	 
      	/s/
      Rakesh Chand	 
      	18/06/77


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  	
                          Dated
      17/12/2008

                        	 
      	 
      
	 
      	 
      	 
      
	
                          SIGNED for and on behalf
      of

                          Royal
      Wolf Hi-Tech Pty Ltd 

                          ACN 079 735 050
      by:

                        
	 
      	 
      	 
      
	/s/
      Robert Allan	 
      	Robert
      Allan
	
                          Signature
      of Director

                        	 
      	
                          Print
      name of Director

                        
	 
      	 
      	 
      
	/s/
      Peter McCann	 
      	Peter
      McCann
	
                          Signature
      of Director/Secretary

                        	 
      	
                          Print
      name of
Director/Secretary

                        


                

              

            

          

        

      

    

    


    
      
        
           


        

        
          10