CUSTOMERINFORMATION SHEET

31 December 2010

The Directors

Royal Wolf Australia Group

Suite 203, Level 2

22-28 Edgeworth David Ave

Dear Sirs,

Further to our recent annual review of your arrangements we are pleased to enclose our Annual Review and Variation Letter (in duplicate) which details your next review date and the changes to your arrangements as we discussed.

Please note that the Annual Review and Variation Letter constitutes a variation to the terms and conditions that have been established in our Letter of Offer documentation and any subsequent Variation and Annual and/or Periodic Review letters that we have issued to you.

We also enclose a covering Customer Information Sheet which details the steps you need to take to accept the Annual Review and Variation Letter.

To accept the changes to your facilities, please sign and return the duplicate copy of the Annual Review and Variation Letter to us. Please retain the Annual Review and Variation Letter for your files.

Under the General Conditions you are entitled to 15 days written notice of changes to your arrangements and those changes take effect from the date upon which you accept the Annual Review and Variation Letter. Notwithstanding this, we ask you to sign and return the duplicate of the attached Annual Review and Variation Letter as soon as possible.

If you do not accept the changes before the end of the notice period then, with effect from the end of the notice period, all the facilities become repayable on demand by us.

For the avoidance of doubt, the notice period will be deemed to have expired:

·	if the Annual Review and Variation Letter has been posted to you, 2 business days plus 15 days from the date of the Annual Review and Variation Letter; or

·	if the Annual Review and Variation Letter has been personally delivered, 15 days from the date the Annual Review and Variation Letter was delivered to you.

If you have any questions, please don’t hesitate to contact me on 02 9227 1468.

Yours faithfully,

This information sheet is attached to assist you in completing the steps necessary to accept the changes and satisfy those things required by us before we will make the facilities available.

If you have any concerns about what is required please discuss these with your ANZ Manager.

NOTE:

If there is any inconsistency between this Customer Information Sheet and any other documents which you have received from us, those other documents prevail.

 

  

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Australia and New Zealand Banking Group Limited

ABN 11 005 357 522

For the purpose of this Annual Review and Variation Letter the following entities are collectively known as Royal Wolf Australia 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

31 December 2010

The Directors

Royal Wolf Australia Group

Suite 203, Level 2

22-28 Edgeworth David Ave

Dear Sirs,

 

 

Following the annual review of your facilities, in accordance with clause 13 of the General Conditions, we give notice of proposed variations to the conditions on which the facilities are provided, as follows:

 

 

 

 

Details of the varied facilities are set out in the Facilities Schedule to this Annual Review and Variation Letter.

 

 

The existing security held by us is to remain in full force and will extend to cover the existing facilities and the additional or varied facilities in this Annual Review and Variation Letter being provided to you by us.

Securities for the facilities are set out in the Security Schedule to this Annual Review and Variation Letter.

 

 

Details of any changes to your financial reporting requirements, financial covenants, other conditions and conditions precedent applicable to the facilities are set out in the Financial Requirements and Other Conditions Schedule to this Annual Review and Variation Letter.

Unless otherwise stated, the existing financial requirements and other conditions continue to remain in full force.

 

 

Details pertaining to General Conditions and Specific Conditions and any amendments are attached in the General Conditions and Specific Conditions Schedule to this Annual Review and Variation Letter.  Unless otherwise defined in this Annual Review and Variation Letter, definitions in, and incorporated by reference into, the General Conditions and Specific Conditions apply in this Annual Review and Variation Letter.

 

 

The facilities are subject to annual review. The next review date will be 19 October 2011.

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.

 

 

Until you accept this Annual Review and Variation Letter and have complied with all conditions precedent, or the facilities become repayable on demand by us, the arrangements for the facilities that we are currently making available to you, including the conditions on which those facilities are being made available, continue.

 

 

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

 

 

To assess mortgage stamp duty payable in respect of the transaction would you please provide us with a certificate signed by each entity providing security which sets out the location of secured 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 us. 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.

 

 

Under the General Conditions you are entitled to 15 days written notice of changes to your arrangements and those changes take effect from the date upon which you accept this Annual Review and Variation Letter. Notwithstanding this, we ask you to sign and return the duplicate copy of this Annual Review and Variation Letter as soon as possible.

If you do not accept the changes before the end of the notice period then, with effect from the end of the notice period, all the facilities become repayable on demand by us.

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.

 

 

To accept this Annual Review and Variation Letter, please sign the duplicate copy where indicated and return it to me at this office.

Yours faithfully,

 

FACILITIES SCHEDULE to Annual Review and Variation Letter dated 31 December 2010.

The facilities detailed in this Schedule correspond with those denoted as varied or additional in the Facility Summary shown on page 1 of this Annual Review and Variation Letter. The details of all other facilities remain unchanged.

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

 

SECURITY SCHEDULE to Annual Review and Variation Letter dated 31 December 2010.

 

FINANCIAL REQUIREMENTS AND OTHER CONDITIONS SCHEDULE to Annual Review and Variation Letter dated 31 December 2010.

 

You agree to provide us with:

 

 

 

 

 

Other than management accounts which may be provided via electronic mail as detailed below, all financial reports provided by you must be attached to a duly completed Principal’s Certificate in the form annexed to this Annual Review and Variation Letter (“Principal’s Certificate”) and signed by a director, partner or business owner, as appropriate.

 

 

Copies of management accounts provided via electronic mail (email) must also be accompanied by a Principal’s Certificate and sent by either:

 

·	One of your directors or

 

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

You will ensure that every director of each company (to which the management accounts relate) reviews the management accounts and the Principal’s Certificate on or before the date they are sent to us to confirm they are true and correct and are not misleading in any way.

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

The directors will be taken to have jointly and severally certified the management accounts and the Principal’s Certificate in this manner, unless they notify us of any discrepancy within five business days from the date that your Nominated Representative sends the management accounts and the Principal’s Certificate to us.

A failure to meet any of the above requirements where they apply will constitute an event of default under this Annual Review and Variation Letter.

Where the number of directors is greater than two, the management accounts and the Principal’s Certificate sent (electronically) to us need only be copied to a minimum of two such directors.

 

 

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

 

·

Consolidated Interest Cover Ratio: The interest cover ratio for each financial quarter for the Consolidated entities will not, as at the compliance date, be less than the Minimum ICR.

 

 

Total Interest Expense - GFN Loan Interest Subordinated

 

For the purpose of the Consolidated Interest Cover Ratio, “Minimum ICR” means:

-      2.20:1, for the financial quarter ending 31 March 2011 and the financial quarters thereafter.

 

·

Consolidated Senior Debt Interest Cover Ratio: The interest cover ratio for each financial quarter for the Consolidated entities  will not, as at the compliance date, be less than the Minimum SDICR.

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 under this Annual Review and Variation Letter and this breach will constitute an event of default.

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 set out at the end of this schedule.

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

 

·

(PPSA undertaking) If either you or a surety holds any security interests for the purposes of the PPSA (each, a “PPSA Obligor”) and if a failure by a PPSA Obligor would have a material adverse effect (as described in clause 14(1)(k) of the General Conditions), the relevant PPSA Obligor agrees to implement, maintain and comply in all material respects with, procedures for the perfection of those security interests.  These procedures must include procedures designed to ensure that the PPSA Obligor takes all steps under the PPSA to perfect continuously any such security interest including all steps necessary:

o

for the PPSA Obligor to obtain the highest ranking priority possible in respect of the security interest (such as perfecting a purchase money security interest or perfecting a security interest by control); and

o

to reduce as far as possible the risk of a third party acquiring an interest free of the security interest (such as including the serial number in a financing statement for personal property that may or must be described by a serial number).

If we ask, the PPSA Obligor agrees to arrange at your expense an audit of the above PPSA procedures.  We may ask a PPSA Obligor to do this if we reasonably suspect that the PPSA Obligor is not complying with this clause.

Everything that a PPSA Obligor is required to do under this clause is at your expense. You agree to pay or reimburse us for our costs in connection with anything the PPSA Obligor is required to do under this clause.

 

·

You agree that GFNAH will pay the USD5,500,000 principal repayment of the Bison Debt no later than 1 July 2011.  You agree that it will be an event of default GFN U.S. fails to provide GFNAH with USD 5,500,000 of capital, equity or subordinated debt prior to 1 July 2011 to enable GFNAH to make this principal repayment.

 

·

You agree that until Royal Wolf Trading repays the Short Term Cash Advance Facility in full, it will be an event of default if Royal Wolf Trading accrues in excess of USD 1,000,000 in any financial year in management fees to be paid to GFN U.S., and for any of this amount to be paid in cash..  You agree that for this purpose the accrued management fees will appear as a liability in your Consolidated financial statements which will not be repaid in the short term, and that no repayment of this amount will be made to GFN U.S. without our prior written consent.

·

Once Royal Wolf Trading repays the Short Term Cash Advance Facility in full, you agree to notify us in writing within 5 days after such repayment to advise us that this facility has been paid.  At this time you agree that Royal Wolf Trading's cash payments to GFN U.S. for management fees will not exceed USD100,000 per month until 30 June 2011, and any additional amount GFN U.S. is owed for management fees will be reflected in the Consolidated financial statements as accrued management fees which will not be repaid in the short term.

·

From 1 July 2011 you agree that Royal Wolf Trading's cash payments to GFN Australasia Holdings Inc for management fees will not exceed USD125,000 per month, and any additional amount GFN Australasia Holdings Inc is owed for management fees will be reflected in the Consolidated financial statements as accrued management fees which will not be paid in the short term.  You agree that, at all times, Royal Wolf Trading will not repay any accrued management fees without our prior written consent.

·

You agree we can conduct a cash flow sweep calculation within 60 days of the end of each financial year.  Should the cash flow sweep reveal a positive Cash Sweep Amount, you agree we can elect in our discretion for you to apply some or all of the Cash Sweep Amount in permanent reduction of the Interchangeable Facility (2) (Tranche B) or, if the Interchangeable Facility (2) (Tranche B) has been fully repaid, in permanent reduction of the Interchangeable Facility (1) (Tranche A)..

The Cash Sweep Amount is determined in accordance with the following calculations:

1.

Cash Sweep Amount = FCFA – Voluntary Principal Repayments.

2.

FCFA = Reduced CFADS – Required Principal Repayments – Annual Interest Expense

3.

Reduced CFADS = CFADS x 80%

4.

CFADS = Annual EBITDA - Annual CAPEX - Net Capital Increase - Tax

 

·

You agree that there will be no material changes to the Standard Rental Agreement without our prior written consent.  You agree that any material changes to the Rental Agreement must be satisfactory to us in our absolute discretion.

 

·

You agree that the Container Fleet must be re-valued for us at least once every financial quarter at your cost while facilities continue to be provided by us.  Each valuation must be undertaken by a reputable licensed valuer appointed by and acceptable to us, and the valuation must be to our satisfaction in all respects.

 

·

You agree that all hired containers must stay within the boundaries of Australian or New Zealand waters at all times, unless you have obtained our prior written consent for any container to move outside the boundaries of Australian or New Zealand waters.

 

·

You agree that you will not change your current depreciation or amortisation policy without our prior written consent, which we agree to not unreasonably withhold.

 

·

You agree that Discretionary Capex by the Consolidated entities will not exceed AUD2,000,000 in any financial year,without our prior written consent.

 

·

You agree that you will not incur Total Liabilities in excess of AUD500,000 per month without our prior written consent (such consent not to be unreasonably withheld).

 

·

You agree that our prior written consent is required before containers from the Container Fleet are sold in any one transaction for a price of AUD3,000,000 or greater.  We agree we will not unreasonably withhold our consent.

 

·

You agree that you will not provide any loan or financial accommodation, or make any regular payments, to any shareholder, parent company or Associated Entity without our prior written consent.  You agree that you will not pay or declare any dividend, other than the GFN Dividend, without our prior written consent.

 

·

You agree that you will maintain at all times an agreement to hedge your interest rate risk in relation to at least 50% of your Debt Funding.

 

A breach of any of these conditions will constitute an Event of Default.

 

 

You agree that within 45 days of the end of each financial quarter we may engage a qualified accountant or auditor ("ANZ Field Appointee") to review the existence, title and value of your debtors and stock, debtor and stock controls and other matters such as creditor values and ageing, statutory obligations to the Australian Taxation Office, State and Local Governments, employee obligations and any legal action ("Due Diligence Review") and that you will co-operate with any ANZ Field Appointee and the costs will be paid by you. Also, you agree that neither we nor any of our employees 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 Field Appointee does or does not do arising out of the provision of a service to us. Should any aspect of the Due Diligence Review in our opinion be unsatisfactory, this will constitute a Review Event.

 

 

You agree that we may debit to your account held with a financial institution nominated by you all costs and interest charges as agreed between you and us from time to time. You agree to execute any documents required by us to authorise us to debit these amounts to your nominated account. We will notify you of any amounts to be debited to your nominated account before those amounts are debited.

We are not obliged to debit any amount to the account nominated by you. If we do not debit your nominated account with an amount that you owe us, despite being authorised to do so, this does not constitute a waiver by us of your obligation to pay that amount to us.

You may owe us other amounts from time to time other than those that we are authorised under your direct debit arrangements with us to debit to your nominated account. It is your responsibility to ensure that these amounts are paid by suitable payment method by their due date for payment.

If you do not execute any documents required by us to authorise us to debit these amounts to your nominated account or you terminate your direct debit arrangement with us without our prior written consent, this will constitute a Review Event for the purposes of this agreement.

 

 

Our obligation to make any facilities available is subject to our being satisfied that you have complied with clause 8 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 2006 (Cth). Each person so named as an Authorised Representative will be an authorised representative for the purposes of the transaction documents.

 

"Annual CAPEX" means Discretionary CAPEX plus Non Discretionary CAPEX for the most recent financial year.

"Annual EBITDA" means EBITDA for the most recent financial year, as identified in the Consolidated financial statements.

"Annual Interest Expense" means the Interest Expense for the most recent financial year.

"Non Discretionary CAPEX" means all capital expenditure to acquire containers for the Container Fleet, as identified in the Consolidated financial statements.

“ANZNZ Facilities” means the financial accommodation provided by ANZ National Bank Limited to the RWNZ Group and documented in its letter of offer, as varied or replaced from time to time.

“Associated Entity” has the same definition as contained in the Corporations Act 2001 (Commonwealth).

“Bison” means Bison Capital Australia, L.P.

“Bison Debt” means all money which GFN Australasia Finance Pty Ltd ACN 121 227 790 is or at any time becomes actually or contingently liable to pay to Bison.

“Bison Interest” means the aggregate amount of interest paid or payable in respect of the Bison Debt.

“Capex” means capital expenditure on containers to form part of the Container Fleet.

"Cash Sweep Amount" means the estimated surplus cashflow determined in accordance with the cash flow sweep 'other condition' which is the amount we may we may elect to require you to apply in permanent reduction of some of your facilities with us.

"CFADS" is calculated as Annual EBITDA - Total CAPEX + Net Capital Increases - Tax.

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

 

·       RWA Holdings Pty Ltd ACN 106 913 964;

 

·       Royal Wolf Trading Australia Pty Ltd ACN 069 244 417;

 

·       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;

 

·       Royalwolf Trading New Zealand Limited Company Number 1062072; and

 

·       Royalwolf NZ Acquisition Co. Limited Company Number 2115393

“Container Fleet” means the fleet of containers owned by the Royal Wolf Australia Group and the RWNZ Group.

“Container Liquidation Value” means the orderly liquidation value of the Container Fleet as

identified in the most recent valuation we hold.

“Debt” means the aggregate of short term and long term debt for the Consolidated Entities as identified in the Consolidated financial statements.

“Debt Funding” means both the Senior Debt and the

"Discretionary CAPEX" means all capital expenditure to acquire property, plant and equipment, as identified in the Consolidated financial statements.

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

“Excluded Debtors” means the value of all trade receivables owing to the Royal Wolf Australia Group for more than 90 days and the value of bad and doubtful debts, receivables owing from related parties for that period, credit notes, disputed debts and debtors exercising a set-off.

“Facility Balance” means the total of the balances of the following facilities:

- Overdraft Facility;

- Overdraft Facility (2);

- Overdraft Facility (3);

- Interchangeable Facility (1) (Tranche A);

- Interchangeable Facility (2) (Tranche B);

- Variable Rate Commercial Bill Acceptance and Discount Facility.

"FCFA" is calculated as Reduced CFADS - Required Principal Repayments - Annual Interest Expense.

“GFN Dividend” means a dividend paid by RWA holdings Pty Ltd ACN 106 913 964 to GFN Australasia Finance Pty Ltd ACN 121 226 793 which is no more than what is required to enable GFN Australasia Finance Pty Ltd ACN 121 226 793 to pay the Bison Interest.

“GFN Subordinated Debt” means loans from General Finance Corporation to some or all members of the Royal Wolf Australia Group which have both principal and interest subordinated to the facilities being provided by us pursuant to the Intercreditor Deed (as listed in the Securities Schedule to this letter of offer).

“GFN Loan Interest Subordinated” means the aggregate of interest expense on the GFN Subordinated Debt.

“GFNAH” means GFN Australasia Holdings Pty Ltd ACN 121 226 793.

“GFN U.S.” means GFN U.S. Australasia Holdings, Inc., a company incorporated in the United States of America.

“Interest Expense” means the aggregate of interest expense, including Bison Interest, interest expense for Intra Group loans and interest expense of Directors, Owners and Shareholder loans.

"Net Capital Increase" means Net Capital 2 minus Net Capital 1.

"Net Capital 1" means Total Stock plus Net Debtors minus Trade Creditors for the year preceding the most recent financial year.

"Net Capital 2" means Total Stock plus Net Debtors minus Trade Creditors for the most recent financial year.

"Net Debtors" means Total Debtors minus Excluded Debtors.

“NZ Debt” means all amounts actually or contingently owing by you under the ANZNZ Facilities.”

“NZ Term Debt Facilities” means the limits of those ANZNZ Facilities which are the bill prices term loan facilities.

"Reduced CFADS" is calculated as CFADS x 80%.

“Rental Agreement” means the agreement for the lease of the Container Fleet.

"Required Principal Repayments" means all required principal repayments of financial accommodation paid by the Consolidated entities in the most recent financial year.

“Royal Wolf Trading” means Royal Wolf Trading Australia Pty Ltd ACN 069 244 417.

“RWA Dividends” means dividends paid by RWA Holdings Pty Ltd ACN 106 913 964 to GFNAH to enable GFNAH to pay the Bison Interest.  “RWNZ Group” is a reference to the following New Zealand entities individually and collectively:

•     Royalwolf Trading New Zealand Ltd, company number 1062072; •Royalwolf NZ Acquisition Co Ltd, company number 2115393.

 

“Senior Debt” means all amounts actually or contingently owing by you under the facilities provided by this letter of offer, as varied or replaced from time to time.

“Senior Debt Interest Expense” means the aggregate gross amount of interest and payments in the nature of interest paid or payable to us in respect of the Senior Debt and the ANZNZ Facilities.

“Short Term Cash Advance Facility” means the short term cash advance facility owed by Royal Wolf Trading to GFN U.S. for approximately USD300,000.

“Standard Rental Agreement” means the standard agreement for hiring out containers within the Container Fleet.

"Tax" means tax paid or payable, as identified in the Consolidated financial statements for the most recent financial year.

"Total Stock" means the value of all finished goods, raw materials held by the Consolidated entities to manufacture stock and work in progress, as identified in the Consolidated financial statements.

“Total Debtors” means value of all trade receivables owing to the Consolidated entities, as identified in the Consolidated financial statements.

“Total Liabilities” means the total of current liabilities and non-current liabilities of you and your controlled entities as disclosed in the consolidated financial statements. This, by definition, includes off balance sheet liabilities as well as redeemable preference shares, subordinated loans, provisions and dividends declared or accrued but not paid.

“Trailing Adjusted EBITDA” means the EBITDA for the 12 month period ending the relevant financial quarter, as disclosed from the Consolidated financial statements.

"Voluntary Principal Repayments" means all voluntary principal repayments of financial accommodation paid by the Consolidated entities in the most recent financial year.

“Working Capital Facility” means the total balance of the Overdraft Facility (2).

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

 

GENERAL CONDITIONS AND SPECIFIC CONDITIONS SCHEDULE to Annual Review and Variation Letter dated 31 December 2010.

 

Our General Conditions (Fifth Edition 2009) 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 Annual Review and Variation Letter, unless they have been previously provided by us.

 

Clause 18(1) of the General Conditions is amended to read as follows:

 

"All payments under a transaction document must be made in the same currency as the drawing or obligation to which it relates".

To:	Australia and New Zealand Banking Group Limited

Corporate Banking

Level 11, 20 Martin Place

Sydney NSW 2000

We accept the variations detailed in this Annual Review and Variation Letter.

We authorise you to provide information about the customer (including creditworthiness, 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 facility or facilities in the name of the customer.

·	a person who is a guarantor, or has provided property as security, for a facility or facilities in the name of the customer.

 

o By ticking this box, we each certify that there has been no change to the Customer’s Authorised Representatives since the date that the last completed certificate was provided to ANZ. Accordingly, we do not need to complete and provide the pro forma Authorised Representative Certificate attached to this Annual Review and Variation Letter as the previous certificate is complete and up to date.

o We each attach an updated completed and executed Authorised Representative Certificate.

 

Customer Surety Acknowledgment to Annual Review and Variation Letter dated 31 December 2010.

 

To the extent that I have given, or will give, any securities, I acknowledge and agree that the securities given, or to be given, by me secure all my present and future obligations to ANZ, including obligations in respect of the facilities, subject to the limit (if any) set out in any such security.

By providing this Surety Acknowledgment to the facilities, I acknowledge that the provisions contained at clause 26 “Privacy” of the General Conditions apply to me.

 

To:	Australia and New Zealand Banking Group Limited

Corporate Banking

Level 11, 20 Martin Place

Sydney NSW 2000

Corporate Surety Acknowledgment to Annual Review and Variation Letter dated 31 December 2010.

 

Each of the following sureties acknowledges and agrees that the securities given, or to be given, by us secure all present and future obligations of the customer(s) to ANZ, including obligations in respect of the facilities, subject to the limit (if any) set out in any such security.

By providing this Surety Acknowledgment to the facilities, each surety acknowledges that the provisions contained at clause 26 “Privacy” of the General Conditions apply to them.

 

 

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Date_________________________________

 

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 GFN Australasia Holdings Pty Ltd ACN 121 226 793 (the “Customer”)

To:	Australia and New Zealand Banking Group Limited (“ANZ”)

Corporate Banking

Level 11, 20 Martin Place

Attention:

Chris Chase

We refer to the letter dated 31 December 2010 that constitute the agreement (the "Agreement") between ANZ and 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.

We are 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.

For the sake of clarity and avoidance of doubt, an Authorised Representative may give ANZ notices and instructions under this agreement or any other transaction document.  However, ANZ will not accept execution of letters of offer, annual review and variation letters or variation letters by Authorised Representatives.

 

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¨   One authorised representative may sign on behalf of the Customer

¨   Two authorised representatives must sign on behalf of the Customer

Dated_________________________________

SIGNED for and on behalf of GFN Australasia Holdings Pty Ltd ACN 121 226 793 by:

 

 

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GFN Australasia Finance Pty Ltd ACN 121 227 790 (the “Customer”)

To:	Australia and New Zealand Banking Group Limited (“ANZ”)

Corporate Banking

Level 11, 20 Martin Place

Attention:

Chris Chase

We refer to the letter dated 31 December 2010 that constitute the agreement (the "Agreement") between ANZ and 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.

We are 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.

For the sake of clarity and avoidance of doubt, an Authorised Representative may give ANZ notices and instructions under this agreement or any other transaction document.  However, ANZ will not accept execution of letters of offer, annual review and variation letters or variation letters by Authorised Representatives.

 

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¨   One authorised representative may sign on behalf of the Customer

¨   Two authorised representatives must sign on behalf of the Customer

Dated_________________________________

SIGNED for and on behalf of GFN Australasia Finance Pty Ltd ACN 121 227 790 by:

 

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RWA Holdings Pty Ltd ACN 106 913 964 (the “Customer”)

To:	Australia and New Zealand Banking Group Limited (“ANZ”)

Corporate Banking

Level 11, 20 Martin Place

Attention:

Chris Chase

We refer to the letter dated 31 December 2010 that constitute the agreement (the "Agreement") between ANZ and 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.

We are 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.

For the sake of clarity and avoidance of doubt, an Authorised Representative may give ANZ notices and instructions under this agreement or any other transaction document.  However, ANZ will not accept execution of letters of offer, annual review and variation letters or variation letters by Authorised Representatives.

 

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¨   One authorised representative may sign on behalf of the Customer

¨   Two authorised representatives must sign on behalf of the Customer

 

Dated_________________________________

SIGNED for and on behalf of RWA Holdings Pty Ltd ACN 106 913 964 by:

 

 

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Royal Wolf Trading Australia Pty Ltd ACN 069 244 417 (the “Customer”)

To:	Australia and New Zealand Banking Group Limited (“ANZ”)

Corporate Banking

Level 11, 20 Martin Place

Attention:

Chris Chase

We refer to the letter dated 31 December 2010 that constitute the agreement (the "Agreement") between ANZ and 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.

We are 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.

For the sake of clarity and avoidance of doubt, an Authorised Representative may give ANZ notices and instructions under this agreement or any other transaction document.  However, ANZ will not accept execution of letters of offer, annual review and variation letters or variation letters by Authorised Representatives.

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SCHEDULE

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¨   One authorised representative may sign on behalf of the Customer

¨   Two authorised representatives must sign on behalf of the Customer

Dated_________________________________

SIGNED for and on behalf of Royal Wolf Trading Australia Pty Ltd ACN 069 244 417 by:

 

 

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Royal Wolf Hi-Tech Pty Ltd ACN 079 735 050 (the “Customer”)

To:	Australia and New Zealand Banking Group Limited (“ANZ”)

Corporate Banking

Level 11, 20 Martin Place

Attention:

Chris Chase

We refer to the letter dated 31 December 2010 that constitute the agreement (the "Agreement") between ANZ and 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.

We are 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.

For the sake of clarity and avoidance of doubt, an Authorised Representative may give ANZ notices and instructions under this agreement or any other transaction document.  However, ANZ will not accept execution of letters of offer, annual review and variation letters or variation letters by Authorised Representatives.

 

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---

 

 

 

¨   One authorised representative may sign on behalf of the Customer

¨   Two authorised representatives must sign on behalf of the Customer

Dated_________________________________

SIGNED for and on behalf of Royal Wolf Hi-Tech Pty Ltd ACN 079 735 050 by: