Contract

EXHIBIT 10.1

Conformed Copy

Second variation deed

ANZ Multicurrency Facility Agreement

¾

Australia and New Zealand Banking Group Limited and ANZ Bank New Zealand Limited

(each a Financier)

Royal Wolf Trading Australia Pty Ltd and Royalwolf Trading New Zealand Limited

(each an Initial Borrower)

Each party listed as an obligor in Schedule 1

(each a Guarantor)

Xxxxx 00 Xxxxxxxx Xxxxxxxxx Tower 0 Xxxxxx Xxxxx                                                       Xxxxxx Xxxxxxx

Xxxxxx XXX 0000 Xxxxxxxxx DX 000 Xxxxxx

T x00 0 0000 0000 F x00 0 0000 0000

xxxxxxxxxxxxx.xxx

Second variation deed

ANZ Multicurrency Facility Agreement

~*~

Details

Agreed terms

1. Defined terms & interpretation

1.1 Varied Facility Agreement defined terms

1.2 Defined terms

1.3 Interpretation

2. Variation

2.1 Agreement

2.2 When effective

2.3 Notice of Effective Date

2.4 Waiver

3. Representations and acknowledgments

3.1 Representations and warranties

3.2 Consent

3.3 Acknowledgment and agreement

3.4 Finance Document and Secured Finance Document

3.5 Entire agreement

4. General provisions

4.1 Consideration

4.2 Enforceability

4.3 Further action

4.4 Severability

4.5 Governing law and jurisdiction

4.6 Counterparts

4.7 Attorneys

Schedule 1 – Guarantors

Signing pages

Details

Date  15 December 2016

Parties

Name Australia and New Zealand Banking Group Limited

ABN 11 005 357 522

Short form name Financier

Notice details Address: Xxxxx 00, 000 Xxxx Xxxxxx, Xxxxxx, XXX 0000 Xxxxxxxxx

Facsimile: x00 0 0000 0000

Email: xxxxx.xxxxxx@xxx.xxx

Attention: Senior Relationship Credit Manager

Name ANZ Bank New Zealand Limited

Company number 35976

Short form name Financier

Notice details Address: Xxxxx 0, 0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxxx 0000

Facsimile: x00 0 000 0000

Email: Xxxxxx.xxxxxxx@xxx.xxx

Attention: Xxxxxx Xxxxxxx, Relationship Manager

Name Royal Wolf Trading Australia Pty Ltd

ACN 000 000 000

ABN 38 000 000 000

Short form name Initial Borrower

Notice details Address: Xxxxx 0, 00-00 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxx XXX 0000 Xxxxxxxxx

Facsimile: x00 0 0000 0000

Attention: Chief Financial Officer

Name Royalwolf Trading New Zealand Limited

Company number 1062072

Short form name Initial Borrower

Notice details Address: Xxxxx 0, 00-00 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxx XXX 0000 Xxxxxxxxx

Facsimile: x00 0 0000 0000

Attention: Chief Financial Officer

Name Each entity specified in Schedule 1 Short form name Each a Guarantor and an Obligor

Notice details As specified in Schedule 1

Background

This document varies and restates the Facility Agreement at the request of the Initial Borrowers and the other Obligors.

Agreed terms

1. Defined terms & interpretation

1.1 Varied Facility Agreement defined terms

Unless the context otherwise requires or the relevant term is defined in this document, terms defined in (or incorporated by reference into) Annexure A have the same meaning in this document.

1.2 Defined terms

In this document:

Effective Date has the meaning given in clause 2.2.

Facility Agreement means the agreement titled 'ANZ Multicurrency Facility Agreement' dated 8 May 2014 between the Financiers, the Initial Borrowers and the Guarantors, as amended by the First Variation Deed.

First Variation Deed means the agreement titled 'Amendment Deed – ANZ Transactional Facilities Agreement' dated 30 June 2015 between the Financiers, the Initial Borrowers and the Guarantors.

Variation has the meaning given in clause 2.1.

Varied Facility Agreement means the Facility Agreement as varied by the Variation.

1.3 Interpretation

The following clauses of the Varied Facility Agreement apply to this document as if set out in this document in full:

(a) clauses 1.3(a) to 1.3(f);

(b) clauses 1.3(t) to 1.3(v);

(c) clauses 1.3(y) to 1.3(bb);

(d) clause 2; and

(e) clause 3.

2. Variation

2.1 Agreement

On and from the Effective Date:

(a) the Facility Agreement is varied and restated as set out in Annexure A (Variation); and

(b) each party agrees to be bound by the Varied Facility Agreement.

2.2 When effective

Clause 2.1 takes effect on the date (Effective Date) when the Financiers notify the Borrowers that the Financiers have received the following conditions precedent items in form and substance acceptable to the Financiers:

(a) (executed counterparts) two original counterparts of this document duly executed by each Obligor, on which any applicable stamp duty or other taxes of a similar nature have been paid;

(b) (verification certificates)

(i) a verification certificate for each Obligor incorporated in Australia in the form set out in Schedule 4 of Annexure A; and

(ii) a director's certificate for each Obligor incorporated in New Zealand in the form set out in Schedule 5 of Annexure A,

in each case properly completed and with all required attachments (or certifying that the relevant documents have not changed since last provided as an attachment to a verification certificate accepted by the Financiers for the Facility), duly signed by two directors and dated no earlier than 2 Business Days before the date of this document;

(c) (Authorised Officer Certificate) if there has been a change to the Authorised Officers of a Borrower, an Authorised Officer Certificate for that Borrower properly completed and with all required attachments, duly signed by two directors (or in the case of an Australian Borrower only, a director and company secretary) and dated no earlier than 2 Business Days before the Effective Date;

(d) (Know your Customer) completion of each Financier's KYC Checks in respect of each Obligor and their respective Authorised Officers, and any other person for whom the Financier reasonably believes that an applicable customer identification procedure must be conducted in connection with the Finance Documents and the transactions contemplated by this document;

(e) (power of attorney) if this document is signed by an Obligor under a power of attorney, a certified copy of the power of attorney executed under common seal or by two directors or, in the case of an Australian Obligor only, a director and a company secretary of the relevant Australian Obligor.

(f) (legal opinions) legal opinions acceptable to, and addressed to, the Financiers from MinterEllison, counsel to the Financiers; and

(g) (costs and expenses) evidence that all fees, costs and expenses due and payable to the Financiers under the Facility Agreement or other Finance Documents have been paid (including the Facility A Extension Fee).

2.3 Notice of Effective Date

The Financiers shall promptly notify the Borrowers when the Effective Date has occurred.

2.4 Waiver

Receipt of each condition precedent item in this clause is for the sole benefit of the Financiers, and may only be waived by Notice to the Borrowers from the Financiers.

3. Representations and acknowledgments

3.1 Representations and warranties

Each Obligor makes its representations and warranties contained in each Finance Document to which it is a party (including where applicable, as if those representations and warranties related to this document) for the Financiers' benefit with reference to facts and circumstances subsisting as at the date of this document.

3.2 Consent

Each Obligor consents to the Variation.

3.3 Acknowledgment and agreement

Each Obligor acknowledges and agrees that:

(a) each Guarantee and each Security provided by it continues in full force and effect to guarantee and secure all of its liabilities and obligations under the Finance Documents (including liabilities and obligations as varied by the Variation), and any reference in any such Guarantee or Security (or in any Finance Document or Secured Finance Document) to the original Facility Agreement is amended to refer to the Varied Facility Agreement;

(b) its respective liabilities and obligations under each Finance Document to which it is a party are not released, reduced or diminished as a result of the Variation;

(c) nothing in this document prejudices or otherwise adversely affects any Power of the Financiers or any obligation or liability of an Obligor to the Financiers, with respect to anything done or effected or otherwise arising before the date of this document;

(d) the Financiers are relying on this document (and on the representations and warranties in clause 3.1) in continuing to provide financial accommodation to the Borrowers and in agreeing to the Variation;

(e) its representations and warranties in clause 3.1 survive execution and delivery of this document; and

(f) this document and the Variation are made in accordance with, and are deemed to satisfy, all requirements of the Finance Documents and Secured Finance Documents.

3.4 Finance Document and Secured Finance Document

This document is a 'Finance Document' and a 'Secured Finance Document' for all purposes under each other Finance Document and each other 'Secured Finance Document'.

3.5 Entire agreement

This document and the Finance Documents:

(a) contain all the terms on which financial accommodation under the Varied Facility Agreement is or will be provided and remains or will remain outstanding; and

(b) supersede all prior communications between the parties about the subject matter of the Facility Agreement and the Variation.

4. General provisions

4.1 Consideration

Each party acknowledges to each other party that it enters into this document and incurs obligations and gives rights under it for valuable consideration provided by each other party.

4.2 Enforceability

This document is enforceable against each party signing it even if:

(a) one or more persons named as an Obligor does not execute this document; or

(b) this document is not enforceable against another person named as an Obligor for any reason.

4.3 Further action

Each Obligor must do all things necessary or desirable to give full effect to the Variation and this document.

4.4 Severability

A provision of this document that is illegal, invalid or unenforceable in a jurisdiction is ineffective in that jurisdiction to the extent of the illegality, invalidity or unenforceability.  This does not affect the validity or enforceability of that provision in any other jurisdiction, nor the remainder of this document in any jurisdiction.

4.5 Governing law and jurisdiction

This document is governed by the laws of New South Wales.  Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that place (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.

4.6 Counterparts

This document may be executed in any number of counterparts.  Each counterpart constitutes an original of this document, all of which together constitute one instrument.  A party who has executed a counterpart of this document may exchange it with another party by faxing, or by emailing a pdf (portable document format) copy of, the executed counterpart to that other party, and if requested by that other party, will promptly deliver the original by hand or post.  Failure to make that delivery will not affect the validity of this document.

4.7 Attorneys

Each of the attorneys executing this document states that the attorney has no notice of the revocation of the power of attorney appointing that attorney.

Schedule 1 – Guarantors

Name Royal Wolf Holdings Limited

ACN 121 226 793

ABN 91 121 226 793

Notice details Address: Level 2, 22 – 00 Xxxxxxxxx Xxxxx Xxxxxx,

Xxxxxxx XXX 0000

Facsimile: x00 0 0000 0000

Email: xxxxxx@xxxxxxxxx.xxx.xx

Attention: Chief Financial Officer

Name Royal Wolf Trading Australia Pty Limited

ACN 000 000 000

ABN 38 000 000 000

Notice details Address: Level 2, 22 – 00 Xxxxxxxxx Xxxxx Xxxxxx,

Xxxxxxx XXX 0000

Facsimile: x00 0 0000 0000

Email: xxxxxx@xxxxxxxxx.xxx.xx

Attention: Chief Financial Officer

Name Kookaburra Containers Pty Ltd

ACN 079 735 050

ABN 22 079 735 050

Notice details Address: Level 2, 22 – 00 Xxxxxxxxx Xxxxx Xxxxxx,

Xxxxxxx XXX 0000

Facsimile: x00 0 0000 0000

Email: xxxxxx@xxxxxxxxx.xxx.xx

Attention: Chief Financial Officer

Name Royalwolf Trading New Zealand Limited

Company number 1062072

Notice details Address: Level 2, 22 – 00 Xxxxxxxxx Xxxxx Xxxxxx,

Xxxxxxx XXX 0000

Facsimile: x00 0 0000 0000

Email: xxxxxx@xxxxxxxxx.xxx.xx

Attention: Chief Financial Officer

Name Royalwolf NZ Acquisition Co. Limited Company number 2115393 Notice details Address: Level 2, 22 – 00 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxx XXX 0000 Facsimile: x00 0 0000 0000 Email: xxxxxx@xxxxxxxxx.xxx.xx Attention: Chief Financial Officer

Signing pages

EXECUTED as a deed.

Each attorney signing this document under a power of attorney certifies, by the attorney's signature, that the attorney has no notice of the revocation of the power of attorney.

Initial Borrowers

Signed, sealed and delivered by Royalwolf Trading New Zealand Limited (company number 1062072) in the presence of:

/s/ Xxxxx Xxxx /s/ Xxxxxxx Xxxxx

Signature of witness Signature of director

Xxxxx Xxxx Xxxxxxx Xxxxx

Name Name

Signature of witness Signature of director

/s/ Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx

Name Xxxxxxxxx Xxxxxxxx Name Xxxx Xxxxxxxxxx

Initial Guarantors

Executed by Royal Wolf Holdings Limited in accordance with section 127 of the Corporations Act by its authorised officers:

/s/ Xxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxx

Signature of director Signature of director/secretary

Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx

Name Name

Executed by Royal Wolf Trading Australia Pty Limited in accordance with section 127 of the Corporations Act by its authorised officers:

/s/ Xxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxx

Signature of director Signature of director/secretary

Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx

Name Name

Signed, sealed and delivered by Royalwolf Trading New Zealand Limited (company number 1062072) in the presence of:

/s/ Xxxxx Xxxx /s/ Xxxxxxx Xxxxx

Signature of witness Signature of director

Xxxxx Xxxx Xxxxxxx Xxxxx

Name Name

/s/ Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx

Signature of witness Signature of director

Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx

Name Name

Executed by Kookaburra Containers Pty Limited in accordance with section 127 of the Corporations Act by its authorised officers:

/s/ Xxxx Xxxxxxxxxx /s/ Xxxxxxx Xxxxx

Signature of director Signature of director/secretary

Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx

Name Name

Signed, sealed and delivered by Royalwolf NZ Acquisition Co. Limited (company number 2115393) in the presence of:

/s/ Xxxxx Xxxx /s/ Xxxxxxx Xxxxx

Signature of witness Signature of director

Xxxxx Xxxx Xxxxxxx Xxxxx

Name Name

/s/ Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx

Signature of witness Signature of director

Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx

Name Name

Financiers

Executed for and on behalf of Australia and New Zealand Banking Group Limited ABN 11 005 357 522 under Power of Attorney dated 26 July 2012 and registered in NSW folio Book 4636 # 566

by Xxxxxx Xxxxx who certifies that he/she is a Director and that he/she has not received notice of revocation of that Power in the presence of

Xxxxxx Xxxxxx

Name of witness

/s/ Xxxxxxx Xxxxxx /s/ Xxxxxx Xxxxx

Signature of witness Signature of attorney

Sydney City/town of residence of witness

Lawyer

Occupation of witness

Executed for and on behalf of  ANZ Bank New Zealand Limited under power of attorney dated 15 December 2016 in the presence of

Xxxxxx Xxxxxxx Name of witness

/s/ Xxxxxx Xxxxxxx /s/ Xxxx-Xxxxx Xxxx Signature of witness Signature of attorney

Auckland, New Zealand City/town of residence of witness

Banker Occupation of witness

'Annexure A'