Australia and New Zealand Banking Group Limited ABN 11 005 357 522

 

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Australia and New Zealand Banking Group Limited

ABN 11 005 357 522

 

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Fee rate for each Bank Guarantee:		1.50% pa subject to a minimum fee of $100 per half year. The minimum fee is subject to variation at any time during the term of the facility.
Fee payment:		For each Bank Guarantee, the fee is payable on the date of drawdown and afterwards half yearly.
Specific Conditions:		Specific Conditions - Indemnity/Guarantee are enclosed.

Indemnity/Guarantee Facility – Performance Guarantees
Facility limit:		$50,000
Note: A performance guarantee is a guarantee to fulfil or perform a non-financial contractual obligation.
Termination date:		31 March 2009
Purpose:		To facilitate the issuance of bank guarantees for trade contracts.
Fee rate for each Bank Guarantee:		1.50% pa subject to a minimum fee of $80 per half year. The minimum fee is subject to variation at any time during the term of the facility.
Fee payment:		For each Bank Guarantee, the fee is payable on the date of drawdown and afterwards half yearly.
Specific Conditions:		Specific Conditions - Indemnity/Guarantee are enclosed.

Interchangeable Facility (1)
Total facility limit:		$4,000,000
Termination date:		14 September 2012
Purpose:		To assist with the purchase of Container Hire & Sales
Repayments:		Interest only.
Total facility limit for Interchangeable Facility and separate facility limits:		You may only make a drawing under a particular facility included in the Interchangeable Facility so long as the making of the drawing would not cause
		the amount of the outstanding drawings under all the facilities included in the Interchangeable Facility to exceed the total facility limit for the Interchangeable Facility.
Detailed Facility Information		The terms associated with the specific facility types listed within the Interchangeable facility are documented separately.
Fixed Rate Commercial Bill Facility
Yield rate:		For each drawing of bills, a rate fixed for all rollovers up until the last day of the term.

Fees:

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

Total Debt (excl GFN) /  Adjusted Trailing EBITDA		Line Fee
Less than 2.5x		1.40%
>2.5x ≤ 3.0x		1.75%
>3.0x ≤ 4.0x		1.95%
>4.0x ≤ 4.5x		2.25%
> 4.5x ≤ 5.5x		3.25%
>5.5x		Review Event

		§   Line Fee is currently set at 1.95% until such time as financial data (reviewed by WHK) for the Financial Year End 30 June 2008 is available. Then for each applicable period the margin is to be determined in accordance with Total debt (excluding GFN)/ Adjusted EBITDA (12 months trailing).
		Handling fee:   A fee of $125 is payable when each bill is rolled.
Specific Conditions:		Specific Conditions for the facility are enclosed.

Variable Rate Commercial Bill Acceptance and Discount Facility
Yield Rate:		For each drawing of bills, a rate quoted by us for the face value of the bills for the relevant tenor.   For tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used in the calculation will be the Bank Bill Swap Rate - Average Bid (rounded to the nearest two decimal places) plus a margin (if applicable).   For any other tenor, the actual rate used in the calculation will be the rate that we determine is the prevailing rate at which we can discount bills for the relevant term (rounded to the nearest two decimal places) plus a margin (if applicable).   In either case, the margin to be applied will depend on the size of the bill parcel and tenor.   The Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of Reuters on the day the quote is given and advertised in the Australian Financial Review the following business day.
		An additional margin reflecting any movement in the actual rate since its quotation may be applied if your bills are not ready for acceptance by us by 12 noon on the day the bills are to be discounted or rolled.   Full details of how the rate has been calculated will be listed on the quotation given.

Fees:		Line fee:   Refer Table Above
		Handling fee:   A fee of $125 is payable when each bill is rolled.
Specific Conditions:		Specific Conditions for the facility are enclosed.

Interchangeable Facility (2)
Total facility limit:		$7,204,000
Termination date:		30 April 2010.
Purpose:		To assist with the acquisition of the shares of Royal Wolf Trading New Zealand & associated entities.
Repayments:		Interest only. If the Bank agrees to extend the Termination Date, it may agree to do so on conditions which include principal repayments during the extended term of the facility.
Total facility limit for Interchangeable Facility and separate facility limits:		You may only make a drawing under a particular facility included in the Interchangeable Facility so long as the making of the drawing would not cause
		the amount of the outstanding drawings under both the facilities included in the Interchangeable Facility to exceed the total facility limit for the Interchangeable Facility.
Detailed Facility Information		The terms associated with the specific facility types listed within the Interchangeable facility are documented separately.

Fixed Rate Commercial Bill Facility
Yield rate:		For each drawing of bills, a rate fixed for all rollovers up until the last day of the term.
Fees:		Line fee:   Payable quarterly in advance and to be adjusted in accordance to the upward/downward ratchet mechanism. The Line Fee will be adjusted by reference to the Total Financial Debt / Adjusted Trailing EBITDA ratio as follows and implemented at the next applicable fee charging date provided financials and covenant compliance certificate are provided within 15 days of the fee charging date. This fee is not rebatable.

Total Debt (excl GFN) /  Adjusted Trailing EBITDA		Line Fee
Less than 2.5x		1.40%
>2.5x ≤ 3.0x		1.75%
>3.0x ≤ 4.0x		1.95%
>4.0x ≤ 4.5x		2.25%
> 4.5x ≤ 5.5x		3.25%
>5.5x		Review Event

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

 

		Handling fee:   A fee of $125 is payable when each bill is rolled.
Specific Conditions:		Specific Conditions for the facility are enclosed.

Variable Rate Commercial Bill Acceptance and Discount Facility
Yield Rate:		For each drawing of bills, a rate quoted by us for the face value of the bills for the relevant tenor.   For tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used in the calculation will be the Bank Bill Swap Rate - Average Bid (rounded to the nearest two decimal places) plus a margin (if applicable).   For any other tenor, the actual rate used in the calculation will be the rate that we determine is the prevailing rate at which we can discount bills for the relevant term (rounded to the nearest two decimal places) plus a margin (if applicable).   In either case, the margin to be applied will depend on the size of the bill parcel and tenor.   The Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of Reuters on the day the quote is given and advertised in the Australian Financial Review the following business day.   An additional margin reflecting any movement in the actual rate since its quotation may be applied if your bills are not ready for acceptance by us by 12 noon on the day the bills are to be discounted or rolled.   Full details of how the rate has been calculated will be listed on the quotation given.
Fees:		Line fee:   Refer Table Above
		Handling fee:   A fee of $125 is payable when each bill is rolled.
Specific Conditions:		Specific Conditions for the facility are enclosed.

Interchangeable Facility (3)
Total facility limit:		$40,000,000
Termination date:		14 September 2012
Multi Option		The facility may be used in accordance with this agreement within the facility limit across the following approved facilities: - Fixed Rate Commercial Bill Facility -     Variable Rate Commercial Bill Acceptance and Discount Facility
Purpose:		To assist with refinance of existing ANZ facilities and to meet working capital requirements and purchase of containers.
Repayments:		5 year interest only. Bullet repayment on termination date.
Total facility limit for Interchangeable Facility and separate facility limits:		You may only make a drawing under a particular facility included in the Interchangeable Facility so long as the making of the drawing would not cause
		the amount of the outstanding drawings under both the facilities included in the Interchangeable Facility to exceed the total facility limit for the Interchangeable Facility.
Detailed Facility Information		The terms associated with the specific facility types listed within the Interchangeable facility are documented separately.

Fixed Rate Commercial Bill Facility
Yield rate:		For each drawing of bills, a rate fixed for all rollovers up until the last day of the term.
Fees:		Line fee:   Current Line Fee: 2.25%   Payable quarterly in advance and to be adjusted in accordance to the upward/downward ratchet mechanism. The Line Fee will be adjusted by reference to the Total Financial Debt / Adjusted Trailing EBITDA ratio as follows and implemented at the next applicable fee charging date provided financials and covenant compliance certificate are provided within 15 days of the fee charging date. This fee is not rebatable.

Total Debt (excl GFN) /  Adjusted Trailing EBITDA		Line Fee
Less than 2.5x		1.40%
>2.5x ≤ 3.0x		1.75%
>3.0x ≤ 4.0x		1.95%
>4.0x ≤ 4.5x		2.25%
> 4.5x ≤ 5.5x		3.25%
>5.5x		Review Event

 

Special Finance Line Facility Uncommitted
Facility limit:		$8,500,000
Termination date:		2 years from date of drawdown
Purpose:		To assist with acquisition funding for businesses to be identified
Conditions of use:		Activation is at the Bank’s absolute discretion. We do not commit to fund any acquisition which we do not approve. If we do not agree to fund we will not be obliged to provide any reasons. In any event any agreement by the Bank to fund will at least be subject to: o    Receipt of Consolidated Management Accounts for Financial Year Ending 30 June 2008; o    Appropriate financial /legal due diligence to be undertaken to the satisfaction of the ANZ Bank; o    Independent financial data review of the target company to the satisfaction of the ANZ Bank; o    Trailing 12mths EBITDA to be utilised for covenant calculations. i.e. Trailing EBITDA of the acquired target to be utilised on a pro - rata basis for covenant calculations following finalisation of acquisitions for a full 12 months; o    Total existing and proposed Commercial Bill facilities must not exceed 85% of the orderly liquidation value (OLV) of the fleet. However, new valuations maybe required by Dovebid on the acquired container assets should it exceed 85% of the OLV of the existing valuation; o    Minimum 50% hedge on debt; o    Acquired assets to be incorporated into existing security structure; o    Share/Purchase agreements to the satisfaction of the ANZ Bank; o    Drawdowns under this facility for a maximum of 2 years only o    Drawdown subject to all covenants being met, there is no existing event of default or circumstances which with the giving of notice or passing of time would constitute an event of default, nor has a notice been given under clause 9 of the General Conditions 2003 which has not been accepted by you.

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

Total Debt (excl GFN) /  Adjusted Trailing EBITDA		Line Fee
Less than 2.5x			1.40	%
>2.5x ≤ 3.0x			1.75	%
>3.0x ≤ 4.0x			1.95	%
>4.0x ≤ 4.5x			2.25	%
> 4.5x ≤ 5.5x			3.25	%
>5.5x			Review Event

 

		§	The Line Fee applicable to any drawdowns made will be initially set at 2.25% until such time as financial data (reviewed by WHK) for the Financial Year End 30 June 2008 is available. Then for each applicable period the margin is to be determined in accordance with Total debt (excluding GFN)/ Adjusted EBITDA (12 months trailing).
Specific Conditions:		There are no Specific Conditions which apply to this facility.

Multi Option Facility (2)
Total facility limit:		$2,500,000
Termination date:		14 September 2012
Purpose:		To assist with the construction of yard facilities, with the approved facility limit amount to be allocated across the following facility types to meet business requirements: - Fixed Rate Commercial Bill Facility - Variable Rate Commercial Bill Acceptance and Discount Facility - Lease Finance (Progressive Draw) Facility - Hire Purchase (Progressive Draw) Facility
Repayments:		Principle and Interest payments.
Conditions to Drawdown:		Activation of this facility is subject to provision of the following:   - Details of the new property lease evidencing tenor extension - Details of proposed upgrade programme - Drawdown against invoices   With findings to be considered satisfactory to the Bank.
Total facility limit for Multi-Option Facility and separate facility limits:		You may only make a drawing under a particular facility included in the Multi-Option Facility so long as the making of the drawing would not cause
			the amount of the outstanding drawings under both the facilities included in the Multi-Option Facility to exceed the total facility limit for the Multi-Option Facility.
Detailed Facility Information		The terms associated with the specific facility types listed within the Multi-Option facility are documented separately.
Fixed Rate Commercial Bill Facility
Yield rate:		For each drawing of bills, a rate fixed for all rollovers up until the last day of the term.

Fees:

Line fee:   Payable quarterly in advance commencing on the date on which the facility is first drawn. This fee is not rebateable.   The Line Fee to be initially set at 2.25% and will be adjusted by reference to the Total Financial Debt / Adjusted Trailing EBITDA ratio as follows and implemented at the next applicable fee charging date provided financials and covenant compliance certificate are provided within 15 days of the fee charging date.

Total Debt (excl GFN) /  Adjusted Trailing EBITDA		Line Fee
Less than 2.5x			1.40	%
>2.5x ≤ 3.0x			1.75	%
>3.0x ≤ 4.0x			1.95	%
>4.0x ≤ 4.5x			2.25	%
> 4.5x ≤ 5.5x			3.25	%
>5.5x			Review Event

Specific Conditions:

Specific Conditions for the facility are enclosed.

Variable Rate Commercial Bill Acceptance and Discount Facility

 

Yield Rate:		For each drawing of bills, a rate quoted by us for the face value of the bills for the relevant tenor.   For tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used in the calculation will be the Bank Bill Swap Rate - Average Bid (rounded to the nearest two decimal places) plus a margin (if applicable).   For any other tenor, the actual rate used in the calculation will be the rate that we determine is the prevailing rate at which we can discount bills for the relevant term (rounded to the nearest two decimal places) plus a margin (if applicable).   In either case, the margin to be applied will depend on the size of the bill parcel and tenor.   The Bank Bill Swap Rate - Average Bid is quoted on the BBSY screen of Reuters on the day the quote is given and advertised in the Australian Financial Review the following business day.   An additional margin reflecting any movement in the actual rate since its quotation may be applied if your bills are not ready for acceptance by us by 12 noon on the day the bills are to be discounted or rolled.   Full details of how the rate has been calculated will be listed on the quotation given.
Fees:		Line fee:   Refer Table Above
		Handling fee:   A fee of $150 is payable when each bill is rolled.
		Acceptance fee:   For each bill, an amount equal to 0.85% pa on the face amount of the bill calculated on the tenor of the bill and payable on the drawdown date for the bill.
Specific Conditions:		Specific Conditions for the facility are enclosed.

 

Lease Finance (Progressive Draw) Facility
Subject to execution and acceptance of lease request:		The Customer is entitled to an agreement to lease or lease, as the case may be, only upon acceptance by the Bank of a signed lease request.
Fees:		Documentation fee:   A Documentation fee of $385 is payable on each draw.
		Asset Drawdown fee:   An Asset Drawdown fee of $165 is payable on each draw.   Other fees may be payable in accordance with the Specific Conditions.
Specific Conditions:		Specific Conditions for the facility are enclosed.
Hire Purchase (Progressive Draw) Facility
Subject to execution and acceptance of hire purchase request:		The Customer is entitled to an agreement to hire or hire purchase agreement, as the case may be, only upon acceptance by the Bank of a signed hire purchase request.
Fees:		Documentation fee:   A Documentation fee of $350 is payable on each draw.
		Asset Drawdown fee:   An Asset Drawdown fee of $150 is payable on each draw.   Other fees may be payable in accordance with the Specific Conditions.
Specific Conditions:		Specific Conditions for the facility are enclosed.
Guarantee Facility To ANZ National Bank Ltd (as beneficiary)
Facility limit:		NZD 15,470,435
Termination date:		Not before the next review date.
Purpose:		Bank Guarantee to be provided in favour of ANZ National Bank Ltd in support of the Working Capital Facilities, Property loan and Transactional facilities provided to the RWNZ Group by ANZ National Bank Ltd.   Specific facility terms and conditions relating to facilities to be provided to the RWNZ Group will be documented via a separate Letter of Offer issued by ANZ National Bank Ltd.
Condition precedent:		You will only be entitled to use the facility if we agree with the terms of your application and if you execute all documents required by us.
Fees:		Nil
Specific Conditions:		There are no Specific Conditions which apply to this facility.

Invoice Finance Facility
Customer:		You jointly and severally acknowledge and agree that we may treat the Customer/s as a single Customer and that we may make any payment under the Facility to or at the direction of any Customer.   Each Customer acts for the purposes of this Facility as agent for each of the other Customers.
Product limit:		$12,000,000
Termination date:		Not before the next review date.
Purpose:		To enable you to sell debts to us and receive payments (including prepayments) to provide working capital for your business.
Administration fee:		$5,500 per month.
Prepayment percentage:		85% of the aggregate Face Value of Approved Debts.
Funding Charge:		The Bank Bill Swap Reference Rate - Average Bid for 30 days (rounded to the nearest two decimal places) plus a margin of 1.65% pa. The Bank Bill Swap Reference Rate - Average Bid for 30 days is quoted on the BBSY screen of Reuters on the day the quote is given and is advertised in the Australian Financial Review the following business day.
Condition Precedent		Debtors obtained from new business acquisitions will need to be vetted and approved by ANZ Invoice Finance prior to the invoices being discounted via the Invoice Finance facility. Any invoices issued involving progress claim billing will not be funded via the facility and you are to advise ANZ Invoice Finance in advance of any invoices raised on a progress claim basis.
Field Review		At the Bank’s discretion Should any aspect of the Field Review in our opinion be unsatisfactory, we reserve the right to vary terms and conditions under the Invoice Finance facility or withdraw the Invoice Finance facility if we deem appropriate.
Ageing of Purchased Debts:		Purchased Debts may be disapproved by us at any time and unless otherwise agreed, will be automatically disapproved once they are 3 months past the end of month of invoice.
Specific Conditions:		Specific Conditions – Invoice Finance Facility are enclosed.

 

SECURITY SCHEDULE to Letter of Offer dated 1 July 2008.

 

 

·	Corporate Guarantee and Indemnity dated 14th September 2007 between:
	-	Royal Wolf Trading Australia Pty Ltd ACN 069 244 417
	-	RWA Holdings Pty Ltd ACN 106 913 964
	-	GFN Australasia Holdings Pty Ltd ACN 121 226 793
	-	GFN Australasia Finance Pty Ltd ACN 121 227 790
	-	Royal Wolf Hi-Tech Pty Ltd ACN 079 735 050
·	First Registered Company Charges (Mortgage Debentures) over all the assets and undertaking of:
-		Royal Wolf Trading Australia Pty Ltd ACN 069 244 417 dated 20 May 2005, ASIC Charge No. 1117185.
-		RWA Holdings Pty Ltd ACN 106 913 964 dated 20 May 2005, ASIC Charge No. 1117184.
-		Royal Wolf Hi-Tech Pty Ltd ACN 079 735 050 dated 12 April 2007, ASIC Charge No. 1438843.
-		GFN Australasia Holdings Pty Ltd ACN 121 226 793 ASIC Charge No. 1514557.
-		GFN Australasia Finance Pty Ltd ACN 121 227 790 ASIC Charge No. 1514546.
-		Royal Wolf Trading New Zealand Ltd
-		RWNZ Acquisition Co Ltd
-		Royalwolf NZ Acquisition Co Ltd
	These are fixed and floating charge over all present and future assets, undertaking (including goodwill) and unpaid/uncalled capital of the companies.
·	Corporate Guarantee and Indemnity by Royal Wolf NZ Acquisition Co Ltd
·	Corporate Guarantee and Indemnity by RWNZ Acquisition Co. Ltd and Royal Wolf Trading New Zealand Ltd
·	First Registered Mortgage given by Royal Wolf Trading New Zealand Ltd over the property situated at 4 Ormiston Rd, East Tamaki, New Zealand.
·	Amendment and Restatement Deed dated 1 May 2008 amending and restating the original Intercreditor Deed dated 14 September 2007 between, among others, General Finance Corporation (U.S), GFN U.S. Australasia Holdings, Inc., Bison Capital Australia, L.P., Royal Wolf Australia Group and Australia and New Zealand Banking Group Limited ABN 11 005 357 522 (the Bank).

 

 

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

 

 

You agree to provide us with:

·	Consolidated Audited annual financial statements as soon as they are available, but not later than 120 days after the end of each financial year.
·	The Annual certificate signed by two Directors certifying compliance with consolidated financial undertakings as soon as it is available, but not later than 120 after the end of each financial year.
·	Board approved business plan, consolidated annual projected Statement of Financial Position, Statement of Financial Performance, cashflow forecast and consolidated CAPEX (Capital Expenditure). Budget detailing non-discretionary and discretionary CAPEX at the start of each financial year for the ensuing 12 months as soon as they are available, but not later than 15 days prior to the commencement of each financial year. Forward projected statements (balance sheet, profit & loss and cash flow forecast) are to be prepared on a monthly basis covering at least 12 months and updated as necessary.
·	Consolidated Compliance Certificate to be provided yearly.
·	A review of the consolidated company’s inventory management systems to be conducted as at 30 June each year as part of the General Audit. A copy of the report to be provided to the Bank within 120 days after the end of each financial year.

·	Consolidated Management accounts (Statement of Financial Position and Statement of Financial Performance accounts) within 45 days after the end of each financial quarter. These accounts may be provided electronically in terms of our requirements for provision of electronic financials.
·	Consolidated Working capital information including a listing of aged debtors, creditors and stock to be provided within 45 days of the end of each financial quarter (ie. March, June, September, December).

 

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

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

 

 

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.

 

 

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

·	Consolidated Interest Cover: The interest cover ratio for each financial year will not, as at the compliance date, be less than 2.25:1. Increasing to 2.50:1 As at 30 June 2009.
·	Consolidated Senior Debt Interest Cover: The senior debt interest cover ratio for each financial quarter on a rolling basis must be equal to or greater than 3.50 times at all times.
·	Consolidated Gearing Ratio: Total Debt (excluding loans from General Finance Corporation to the Group) to adjusted trailing EBITDA for each financial quarter must be equal to or less than 5.50 times at all times.
·	Consolidated Gearing Ratio: Senior Debt to adjusted trailing EBITDA ratio for each financial quarter must be equal to or less than 4.50 times at all times.
·	Consolidated Loan to valuation limitation: Face value of facilities drawn and unpaid under the Commercial Bill Facilities, Overdraft Facility and ANZ NZ Term Debt Facilities (being the Bill Priced Term Loan Facility which is currently NZD$2.025m and the Bill Priced Term Loan Facility which is currently NZD$10.329m) must not exceed 85% of the Orderly Liquidation value of the Group’s container fleet.

 

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

 

 

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.

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.

 

 

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

 

·	Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

 

·	RWA Holdings Pty Ltd ACN 106 913 964

 

·	GFN Australasia Holdings Pty Ltd ACN 121 226 793

 

·	GFN Australasia Finance Pty Ltd ACN 121 227 790

 

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

 

·	Royal Wolf Trading New Zealand Ltd

 

·	RWNZ Acquisition Co Ltd

 

·	Royalwolf NZ Acquisition Co Ltd

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

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

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

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

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

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

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

 

Consolidated Interest Cover:

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

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

 

 

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Orderly Liquidation Value:

 

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

 

§

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

 

§

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

 

§

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

o

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

o

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

§

Invoice Finance Field Reviews to continue as per facility agreement.

·

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

·

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

·

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

 

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