Column 1

·  

this letter;

·  

each existing Letter of Offer;

·  

the ANZ Standard Terms (First Edition 2011) (Standard Terms) as last provided;

·  

the Specific Terms for the Cash Advance Facility as enclosed;

·  

unless otherwise enclosed, any Specific Terms for the Facilities as last provided,

1.  

(Part 2 (Facilities))

(a)  

inserting the following Facility schedules under Part 2 (Facilities).

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

AUD15,000,000

14 November 2014.

To assist with future growth capital expenditure for the business.

The Facility Amount Owing is payable on the Termination Date. Interest is payable throughout the term.

BBR (for the relevant Interest Period) plus a margin of 0.35% pa.

 

A loan administration charge of AUD195 per drawing is payable quarterly on the last Business Day of January, April, July and October (each a “Payment Date” for the purposes of this charge).

 

The charge is payable on each drawing which is outstanding under the Facility on a Payment Date without reference to the number of days in which each relevant drawing was drawn in the quarter.

   

    A line fee of 1.50% pa of the Facility Limit is payable quarterly in advance, commencing on the date on which the Facility is first accepted. If the Facility Limit is reduced or cancelled in
    the quarter the fee is not refundable.

Specific Terms for the Facility are enclosed and apply.

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

AUD71,000,000

30 June 2014.

To assist with fluctuating container purchase facility.

The Facility Amount Owing is payable on the Termination Date. Interest is payable throughout the term.

BBR (for the relevant Interest Period) plus a margin of 0.55% pa.

 

A loan administration charge of AUD195 per drawing is payable quarterly on the last Business Day of January, April, July and October (each a “Payment Date” for the purposes of this charge).

 

The charge is payable on each drawing which is outstanding under the Facility on a Payment Date without reference to the number of days in which each relevant drawing was drawn in the quarter.

 

    A line fee of 1.50% pa of the Facility Limit is payable quarterly in advance, commencing on the date on which the Facility is first accepted. If the Facility Limit is reduced or cancelled in 

    the quarter the fee is not refundable.

Specific Terms for the Facility are enclosed and apply.

(b)  

deleting the Facility schedule for the Multi Option Facility (2) made available to Royal Wolf Trading Australia Pty Ltd ACN 069 244 417 where it appears under Part 2 (Facilities).

2.  

(Total Facility Limits under Summary of Facilities) deleting “113,000,000” where it appears as the Total Facility Limits under Summary of Facilities and replacing it with “104,000,000”.

3.  

(Facility and Facility Limit under Summary of Facilities)

(a)  

inserting “Cash Advance Facility (1)” and its corresponding Facility Limit of “15,000,000” under the Facilities made available to Royal Wolf Trading Australia Pty Ltd ACN 069 244 417 under Summary of Facilities.

(b)  

inserting “Cash Advance Facility (2)” and its corresponding Facility Limit of “71,000,000” under the Facilities made available to Royal Wolf Trading Australia Pty Ltd ACN 069 244 417 under Summary of Facilities.

(c)  

deleting “Multi Option Facility (2)” and its corresponding Facility Limit of “95,000,000” where it appears under the Facilities made available to Wolf Trading Australia Pty Ltd ACN 069 244 417 under Summary of Facilities.

(Part 4 (Security) – Security held) deleting the following Security where it appears under the heading "Security held" under Part 4 (Security).

 

(a) 

Cross Guarantee and Indemnity dated 30 May 2011 between:

-

Royal Wolf Holdings Limited ACN 121 226 793

-

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

-

Royalwolf NZ Acquisition Co. Limited Company Number 2115393

-

Royalwolf Trading New Zealand Limited Company Number 1062072

(Part 4 (Security) – Security to be released) inserting the following at the end of Part 4 (Security).

 

(a) 

Cross Guarantee and Indemnity dated 30 May 2011 between:

-

Royal Wolf Holdings Limited ACN 121 226 793

-

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

-

Royalwolf NZ Acquisition Co. Limited Company Number 2115393

-

Royalwolf Trading New Zealand Limited Company Number 1062072

(Part 4 (Security) – Security to be taken) inserting the following under Part 4 (Security).

 

(a) 

Corporate Guarantee and Indemnity between:

-

Royal Wolf Est Pty Ltd ACN 079 735 050

-

Royal Wolf Holdings Limited ACN 121 226 793

-

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

-

Royalwolf NZ Acquisition Co. Limited Company Number 2115393

-

Royalwolf Trading New Zealand Limited Company Number 1062072

in favour of ANZ Bank New Zealand Limited and ANZ.

7.  

(Clause 6.2 (Financial covenants))

(a)  

deleting clause 6.2(a)(i)(Debt to EBITDA Ratio) and replacing it with the financial covenant below.

 

(i)

(Debt to EBITDA Ratio) the Debt to EBITDA Ratio of the Testing Entities for any Relevant Period ending within a period set out in column 1 below must not exceed the corresponding ratio set out in column 2 below:

1 October 2012 to 30 December 2012

3.00 : 1

Commencing 1 January 2013 and thereafter

2.75 : 1

(a)  

(Certificate of value and location of assets) If the Borrower has indicated on the acceptance page of this letter that a Security Provider has some but not all assets located in New South Wales over which the Security Provider has provided or will provide security to ANZ, a certificate in the form provided by ANZ signed by a representative of the Borrower which sets out the location and value of assets of those Security Providers.

(b)  

(Loan Approval Fee) If it has not already done so, the Borrower must pay ANZ a loan approval fee of AUD75,000 on the Acceptance Date. ANZ may debit this fee to any account of the Borrower with ANZ at or after that time.

o

Security Provider acknowledgement page of this Variation Letter dated and signed by each Security Provider

o

If you have indicated on the acceptance page of this letter that a Security Provider has some but not all assets located in New South Wales over which the Security Provider has provided or will provide security to ANZ, a Certificate of Value and Location of Assets

·

Compliance Certificate

·

Notice in accordance with the Specific Terms for the Cash Advance Facility

1.

The Borrower accepts ANZ's offer to provide the Facilities on the terms detailed in this letter and acknowledges receipt of the Standard Terms and any applicable Specific Terms.

2.

If the Borrower has given or will give any Security to ANZ, the Borrower acknowledges and agrees that those Securities secure all present and future obligations of the Borrower to ANZ, including obligations in respect of the Facilities and any Uncommitted Markets Facility, subject to any limitations (if any) on the Security Provider's liability under the terms of any such Security.

3.

In relation to the Authorised Representatives for the Borrower, the Borrower certifies that there has been no change to the Authorised Representatives as disclosed to ANZ in the last Authorised Representative Certificate provided to ANZ.

4.

Do the Security Providers have assets (eg. debtors, plant, land, inventory, goodwill and loans) located in New South Wales over which the Security Providers have or will provide security to ANZ?

EXECUTED by Royal Wolf Trading Australia Pty Ltd:

 

/s/ Robert Allan

/s/ Greg Baker

Signature of director

Signature of director/secretary

 

R. Allan

G. Baker

Name

Name

1.

Each of the following Security Providers acknowledges and agrees that the Securities given, or to be given by it, secure its guarantee of all present and future obligations of the Borrower to ANZ, including obligations in respect of the Facilities and any Uncommitted Markets Facility, subject to any limitations (if any) on the Security Provider's liability under the terms of any such Security.

2.

By providing this Acknowledgement, each Security Provider agrees to be bound by the obligations of the Security Provider as set out in the Variation Letter and the Standard Terms (which it acknowledges it has received) and acknowledges that the privacy disclosures made in clause 24 (Privacy) of the Standard Terms apply to it.

EXECUTED by Royal Wolf Est Pty Ltd:

 

/s/ Robert Allan

/s/ Greg Baker

Signature of director

Signature of director/secretary

 

R. Allan

G. Baker

Name

Name

EXECUTED by Royal Wolf Holdings Limited

 

/s/ Robert Allan

/s/ Greg Baker

Signature of director

Signature of director/secretary

 

R. Allan

G. Baker

Name

Name

EXECUTED by Royalwolf NZ Acquistion Co. Limited:

 

/s/ Robert Allan

/s/ Greg Baker

Signature of director

 

Signature of director/secretary

R. Allan

G. Baker

Name

Name

EXECUTED by Royalwolf Trading New Zealand Limited:

 

/s/ Robert Allan

/s/ Greg Baker

Signature of director

 

Signature of director/secretary

R. Allan

G. Baker

Name

Name

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

If the Borrower has indicated that the Security Providers have some assets located in New South Wales over which the Security Providers have or will provide security to ANZ, the Borrower must complete, sign and return this form to ANZ.  This certificate will assist in calculating any stamp duty payable on the Facility Documents.

Royal Wolf Est Pty Ltd ACN 079 735 050: All assets

Royal Wolf Holdings Limited ACN 121 226 793: All assets

62,558,000

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417: All assets

AUD 86,899,990

AUD 81,473,383

AUD

Royalwolf NZ Acquisition Co. Limited Company Number 2115393: All assets

AUD

AUD

AUD

Royalwolf Trading New Zealand Limited Company Number 1062072: All assets

AUD

AUD

AUD 40,202,571

AUD 149,457,990

AUD 81,473,383

AUD 40,202,571

EXECUTED by Royal Wolf Trading Australia Pty Ltd:

 

/s/ Robert Allan

/s/ Greg Baker

Signature of director

Signature of director/secretary

 

R. Allan

G. Baker

Name

Name

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

 

Royal Wolf Trading Australia Pty Ltd ACN 069 244 417

 

In line 1, paragraph 1, please insert the relevant Compliance Date.

 

In the Borrowing Base Declaration section in paragraph 1, please complete each table.

 

In the Other Declarations section in paragraph 1, please complete each table.

 

In the first table in the Financial Covenants Declaration section in paragraph 1, please insert the "actual value" of the financial covenant as at that Compliance Date in the relevant column for each financial covenant.  If the actual value meets the required value for that financial covenant, please insert "Yes" in the "Comply?" column.  If not, please insert "No" and complete the second table.  Please attach to the Compliance Certificate additional page(s) setting out in reasonable detail your computations as to compliance or otherwise with each financial covenant.

 

In the Financial Indebtedness Declaration section in paragraph 1, please insert the AUD amount of the item as at that Compliance Date in the relevant column for each item.

 

In paragraph 2, if there is no Default or Review Event, please delete "[except for:]" and the table.  If there is any Default or Review Event, please delete the square brackets in paragraph 2 and complete the table.

 

In paragraph 3, please complete and delete the square brackets as necessary.

 

In the signature block, please insert the full name and ACN of the Obligor which is the head company of the Borrowers.  Please have a director of that company complete and sign the Compliance Certificate.  If it is not appropriate for that director to give the Compliance Certificate in this form, please promptly notify ANZ to discuss an alternative form.

 

If there is not enough space for any section, please insert "see attached pages" and attach additional pages with the information.

1.  

as at __________________:

Current

AUD

< 30 days

AUD

30 < 60 days

AUD

60 < 90 days

AUD

> 90 days

AUD

AUD

Value of bad/doubtful debts

AUD

Value of debtors owing from related or associated companies

AUD

Value of credit notes

AUD

Value of disputed debts and/or debtors exercising a set-off

AUD

Raw materials

AUD

Work in progress

AUD

Finished goods

AUD

AUD

Value of slow moving/obsolete/damaged stock

AUD

Value of stock held under supplier retention of title agreements

AUD

Value of stock in transit

AUD

 

Current

 

AUD

< 30 days

AUD

30 < 60 days

AUD

60 < 90 days

AUD

> 90 days

AUD

AUD

 

Value of creditors subject to contra/mutual trading agreements

 

AUD

Has any major creditor stopped credit?

Yes/No

 

Are any payments in arrears?

 

Yes/No

Have alternative arrangements for payment been negotiated?

Yes/No

Balance of all ATO running balance accounts (RBA)

AUD

Balance of any taxes payable which are being contested in good faith

AUD

Balance of any obligations payable under the Superannuation Guarantee Charge Act 1992 (Cth)

AUD

Are any payments in arrears?

Yes/No

Have alternative arrangements for payment been negotiated?

Yes/No

Balance of any taxes payable which are being contested in good faith

AUD

Have you lodged your annual WorkCover statement?

Yes/No

Are all employee deductions/obligations current and within normal terms (eg. novated leases, union fees etc.)?

Yes/No

Balance of any superannuation obligations yet to be remitted to nominated superannuation funds

AUD

Has any party initiated legal action against the company/group or directors in the past 5 years (whether pre or post judgement, including disputes
between directors, related parties, creditors, debtors, Government Agencies etc.)?

Yes/No

Debt to EBITDA Ratio

EBITDA Interest Cover Ratio

Loan to Value Ratio

Dividend Payments

Drawn balance of Debtor Financing Facility

 

 

Indebtedness in respect of consideration for the acquisition of assets or services payable more than 90 days after
acquisition (and, for the avoidance of doubt, this includes indebtedness owing to "Trade payables/creditors >
90 days" as set out in the Borrowing Base Declaration section in paragraph 1)

AUD

If the above value is greater than "Trade payables/creditors > 90 days" as set out in the Borrowing Base Declaration section in paragraph 1, insert a description of the transaction(s) that the difference is attributable to:

 

Indebtedness in respect of any derivative transaction entered into in connection with protection against or benefit
from fluctuation in any rate or price

AUD

Without double counting, indebtedness in respect of any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank, financial
institution or other entity

AUD

Without double counting, guarantees of or indemnities for any type of Financial Indebtedness (as defined in
clause 7.6 of the Letter of Offer) eg. a guarantee given on behalf of a third party whose borrowings is not otherwise
relevant to the financial covenants in the Letter of Offer

AUD

2.  

there is no Default or Review Event continuing [except for:]

 

 

3.  

[the Financial Statements required under the Letter of Offer are attached to this certificate; and]

4.  

the information contained in and attached to this certificate is true, correct and not misleading.

SIGNED by a director of

 

Company name and ACN

Signature of director

Name