Facility Agreement

Facility

Facility Limit

Overdraft Facility

$1,000,000

ANZ Online Facility – Direct Payments

$2,000,000

ANZ Online Facility – Global Payments

$1,000,000

Multi Option Facility (1)

$1,920,000

Indemnity/Guarantee Facility (1) – Financial Guarantees

$724,000

Indemnity/Guarantee Facility (2) – Financial Guarantees

$726,000

Interchangeable Facility (1) (Tranche A)

$56,052,000

- Variable Rate Commercial Bill Acceptance and Discount Facility

Interchangeable Facility (2) (Tranche B)

$15,724,000

Documentary Credit/Documents Surrendered Facility (Local or Overseas)

$870,000

Overdraft Facility (2)

$8,000,000

Standby Letter of Credit Facility (Tranche C)

NZD14,665,000

Total Facility Limits:

$88,016,000

NZD14,665,000

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 (1)

Facility Limit:

$1,000,000

Termination date:

Not before the next review date.

Purpose:

To assist with working capital requirements.

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% p.a. 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 the next review date.

Purpose:

To facilitate direct 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

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 the 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:

$1,920,000

Termination date:

Not before the next review date.

Purpose:

To assist with lease and hire purchase requirements specifically for cars and forklifts. Allocation of the Total Facility Limit across the following facility types permitted.

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 (1) 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 (1) to exceed the Total Facility Limit for the Multi-Option Facility (1); 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 (1) 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 $434.50 is payable on each draw.

Asset Drawdown Fee:

An Asset Drawdown fee of $165.00 is payable on each draw.

Inspection fee:

An Inspection fee of $550.00 applies.

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 $395.00 is payable on each draw.

Asset Drawdown fee:

An Asset Drawdown fee of $150.00 is payable on each draw.

Inspection fee:

An Inspection fee of $500.00 applies.

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

Specific Conditions:

Specific Conditions for the facility are enclosed.

Indemnity/Guarantee Facility (1) – Financial Guarantees

Facility Limit:

$724,000

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

Termination date:

Not before the next review date.

Purpose:

To assist with the issuance of bank guarantees for business purposes.

Fee rate for each Bank Guarantee:

1.50% p.a. 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 (2) – Financial Guarantees

Facility Limit:

$726,000

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

Termination date:

Not before the next review date.

Purpose:

To assist with the issuance of bank guarantees for business purposes.

Fee rate for each Bank Guarantee:

1.50% p.a. 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) (Tranche A)

Total Facility Limit:

$56,052,000

Termination Date:

14 September 2012

Purpose:

Refinance of existing commercial bill facilities originally provided for various acquisitions.

Interchange of the credit limits across the following approved facilities is permitted:

Repayment:

Interest only, with bullet at 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 (1) 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 (1); 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 (1) 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.

Rate and tenor quotations:

If the Termination Date is “Not before the next review date” and you request us to quote for a term or tenor which has a maturity date after the Termination Date of the facility, we may (in our absolute discretion) and despite the Specific Conditions which specifically excludes this, allow a quote for a term or tenor which extends past the Termination Date.

If we allow a quote for a term or tenor which ends after the Termination Date, you acknowledge and agree that this is subject to the rights that we have at “Review” in terms of the General Conditions.

Fees:

Line Fee:

3.15% p.a. on the Total Facility Limit, payable quarterly in advance. This fee is not rebatable.

Handling Fee:

A fee of $150.00 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 expressed as a yield percent per annum to maturity and, if necessary, will be rounded to the nearest two decimal places for the face value of the bills for the relevant tenor.

(a)

For tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used in the calculation will be the Bank Bill Swap Reference Rate – Average Bid which is the average bid rate for the relevant term displayed at or about 10.30am (Melbourne time) (“Specified Time”) on the Reuters Screen BBSY page (“Screen Rate”) on the day the quote is to be given by us (“Quotation Day”) and advertised in the Australian Financial Review the following business day.

If for any reason the Screen Rate is not available at the Specified Time on the Quotation Day, then the Bank Bill Swap Reference Rate – Average Bid will be the rate determined by us to be the average of the buying rates quoted to us (each a Quotation) by:

-

Australia and New Zealand Banking Group Limited

-

Commonwealth Bank of Australia

-

National Australia Bank Limited, and

-

Westpac Banking Corporation,

(or their respective successors and assigns) (each a “Reference Bank”) at or about that time on that date. The buying rates must be for bills of exchange accepted by a leading Australian bank for bills having the same tenor as those bills to be discounted or rolled.

Market Disruption:

If the Bank Bill Swap Reference Rate – Average Bid is to be determined by reference to the Reference Banks and a Reference Bank does not supply a Quotation by the Specified Time on the Quotation Day, the applicable Bank Bill Swap Reference Rate – Average Bid will be determined on the basis of the Quotations of the remaining Reference Banks.

Should a Market Disruption Event occur then the yield rate will be the rate notified to you by us that we determine to be our cost of funding the relevant drawing (from whatever source or sources we reasonably select) for a period equal to the tenor of the bills being discounted plus the Margin.

We may provide you with a certificate confirming this rate signed by any manager of ours, which certificate shall be sufficient evidence of the rate certified unless the contrary is proved.

For the purposes of this facility, Market Disruption Event means:

(i)

At or about noon (Melbourne time) on the Quotation Day, the Screen Rate is not available and none or only one of the Reference Banks supplies a quotation to us to determine the Bank Bill Swap Reference Rate – Average Bid; or

(ii)

Before close of business in Melbourne on the Quotation Day we determine that the cost to us of funding the drawing exceeds the Bank Bill Swap Reference Rate – Average Bid; or

(iii)

The rate calculated by reference to the Screen Rate or by reference to the Reference Banks in our opinion ceases to reflect our cost of funding the drawing to the same extent as at the date of this Letter of Offer,

Alternative basis of funding

If a Market Disruption Event occurs and we or you so require, we must together enter into negotiations (for a period of not more than thirty days) with a view to agreeing in writing a substitute basis for determining an alternative yield rate for the drawing.

Any alternative basis agreed pursuant to this clause shall bind the parties but, unless and until such agreement is reached, the applicable yield rate for the drawing will be the rate notified to you by us to be our cost of funding the drawing, plus the Margin. For the avoidance of doubt, should a refund of any amount be due from one party to the other as a result of such negotiations, such amount must be paid as soon as practicable and no party shall be entitled to claim or to receive any interest or other compensation on any amount so refunded.

(b)

For any tenor other than  30, 60, 90, 120, 150 or 180 days, 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) which will be no less than our cost of funding the relevant drawing of bills for that period plus a margin.

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

Full details of how the rate has been calculated will be set out in the quotation given by us.

Fees:

Line Fee:

3.15% p.a. on the Total Facility Limit, payable quarterly in advance. This fee is not rebatable.

Handling Fee:

A fee of $150.00 is payable when each bill is rolled.

Specific Conditions:

Specific Conditions for the facility are enclosed.

Interchangeable Facility (2) (Tranche B)

Total Facility Limit:

$15,724,000

Termination Date:

1 July 2010

Purpose:

Refinance of existing commercial bill facilities originally provided for various acquisitions. Interchange of the credit limits across the following approved facilities permitted:

Repayment:

Repayment of a minimum of $1,250,000 per quarter, with bullet on the Termination Date for the balance outstanding on the Termination Date.

All mandatory and voluntary principle repayments made are considered permanent and cannot be re-drawn.  (Delete this row if there are no repayment arrangements specified.)

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 (2) 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 (2) to exceed the Total Facility Limit for the Interchangeable Facility (2); 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 (2) 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.

Rate and tenor quotations:

If the Termination Date is “Not before the next review date” and you request us to quote for a term or tenor which has a maturity date after the Termination Date of the facility, we may (in our absolute discretion) and despite the Specific Conditions which specifically excludes this, allow a quote for a term or tenor which extends past the Termination Date.

If we allow a quote for a term or tenor which ends after the Termination Date, you acknowledge and agree that this is subject to the rights that we have at “Review” in terms of the General Conditions.

Fees:

Line Fee:

4.15% p.a. on the Total Facility Limit, payable quarterly in advance. This fee is not rebatable.

Handling Fee:

A fee of $150.00 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 expressed as a yield percent per annum to maturity and, if necessary, will be rounded to the nearest two decimal places for the face value of the bills for the relevant tenor.

(a)

For tenors of 30, 60, 90, 120, 150 or 180 days, the actual rate used in the calculation will be the Bank Bill Swap Reference Rate – Average Bid which is the average bid rate for the relevant term displayed at or about 10.30am (Melbourne time) (“Specified Time”) on the Reuters Screen BBSY page (“Screen Rate”) on the day the quote is to be given by us (“Quotation Day”) and advertised in the Australian Financial Review the following business day.

If for any reason the Screen Rate is not available at the Specified Time on the Quotation Day, then the Bank Bill Swap Reference Rate – Average Bid will be the rate determined by us to be the average of the buying rates quoted to us (each a Quotation) by:

-

Australia and New Zealand Banking Group Limited

-

Commonwealth Bank of Australia

-

National Australia Bank Limited, and

-

Westpac Banking Corporation,

(or their respective successors and assigns) (each a “Reference Bank”) at or about that time on that date. The buying rates must be for bills of exchange accepted by a leading Australian bank for bills having the same tenor as those bills to be discounted or rolled.

Market Disruption:

If the Bank Bill Swap Reference Rate – Average Bid is to be determined by reference to the Reference Banks and a Reference Bank does not supply a Quotation by the Specified Time on the Quotation Day, the applicable Bank Bill Swap Reference Rate – Average Bid will be determined on the basis of the Quotations of the remaining Reference Banks.

Should a Market Disruption Event occur then the yield rate will be the rate notified to you by us that we determine to be our cost of funding the relevant drawing (from whatever source or sources we reasonably select) for a period equal to the tenor of the bills being discounted plus the Margin.

We may provide you with a certificate confirming this rate signed by any manager of ours, which certificate shall be sufficient evidence of the rate certified unless the contrary is proved.

For the purposes of this facility, Market Disruption Event means:

(i)

At or about noon (Melbourne time) on the Quotation Day, the Screen Rate is not available and none or only one of the Reference Banks supplies a quotation to us to determine the Bank Bill Swap Reference Rate – Average Bid; or

(ii)

Before close of business in Melbourne on the Quotation Day we determine that the cost to us of funding the drawing exceeds the Bank Bill Swap Reference Rate – Average Bid; or

(iii)

The rate calculated by reference to the Screen Rate or by reference to the Reference Banks in our opinion ceases to reflect our cost of funding the drawing to the same extent as at the date of this Letter of Offer,

Alternative basis of funding

If a Market Disruption Event occurs and we or you so require, we must together enter into negotiations (for a period of not more than thirty days) with a view to agreeing in writing a substitute basis for determining an alternative yield rate for the drawing.

Any alternative basis agreed pursuant to this clause shall bind the parties but, unless and until such agreement is reached, the applicable yield rate for the drawing will be the rate notified to you by us to be our cost of funding the drawing, plus the Margin. For the avoidance of doubt, should a refund of any amount be due from one party to the other as a result of such negotiations, such amount must be paid as soon as practicable and no party shall be entitled to claim or to receive any interest or other compensation on any amount so refunded.

(b)

For any tenor other than 30, 60, 90, 120, 150 or 180 days, 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) which will be no less than our cost of funding the relevant drawing of bills for that period plus a margin.

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

Full details of how the rate has been calculated will be set out in the quotation given by us.

Fees:

Line Fee:

4.15% p.a. on the Total Facility Limit, payable quarterly in advance. This fee is not rebatable.

Handling Fee:

A fee of $150.00 is payable when each bill is rolled.

Specific Conditions:

Specific Conditions for the facility are enclosed.

Documentary Credit/Documents Surrendered Facility (Local or Overseas)

Facility limit:

$870,000

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

Termination date:

Not before the next review date.

Purpose:

To secure payment for the importation of containers from China.

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 International Trade Services Terms and Conditions.

Overdraft Facility (2)

Facility Limit:

$8,000,000

Termination date:

Not before the next review date.

Purpose:

Restructure of Invoice Finance Facility to meet working capital requirements.

Interest rate:

The 30 day Bank Bill Swap Rate – Average Bid rounded to the nearest two decimal places plus a margin of 2.40% up to the facility limit.

The 30 day Bank Bill Rate – Average Bid is quoted daily on the

BBSY screen of Reuters and is advertised in the Australian

Financial Review the following business day.

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:

0.75% p.a. on the Total Facility Limit, payable quarterly in advance, commencing on the date of acceptance of our offer. This fee is not rebatable.

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:

Standby Letter Of Credit Facility To ANZ National Bank Ltd

Facility limit:

NZD14,665,000

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 provided to the RWNZ Group are documented via a separate Letter of Offer issued by ANZ National Bank Ltd as amended from time to time.

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:

Subject to the current International Trade Services Terms and Conditions.

·

            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 dated 31 December 2004, Charge Number 1117185.

-

RWA Holdings Pty Ltd ACN 106 913 964 dated 31 December 2004, Charge Number. 1117184.

-

Royal Wolf Hi-Tech Pty Ltd ACN 079 735 050 dated 29 March 2007, Charge Number 1438843.

-

GFN Australasia Holdings Pty Ltd ACN 121 226 793 dated 14 September 2007, Charge Number 1514557.

-

GFN Australasia Finance Pty Ltd ACN 121 227 790 dated 14 September 2007, Charge Number 1514546.

-

Royalwolf Trading New Zealand Ltd dated 1 May 2008

-

Royalwolf NZ Acquisition Co Ltd dated 1 May 2008

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

·

First Registered Mortgage dated 2 May 2008 given by Royalwolf 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).

·

Corporate Guarantee and Indemnity 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