FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
EXHIBIT
10.3
FIRST
AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS
FIRST AMENDMENT TO SHAREHOLDERS AGREMEENT (this “Amendment”)
is
entered into as of May 1, 2008 by and among General Finance Corporation, a
Delaware corporation with its principal place of business located at 00 Xxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (“GFC”),
Bison
Capital Australia, L.P., a Delaware limited partnership with its principal
place
of business located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx,
Xxxxxxxxxx 00000 (“Bison-GE”),
and
GFN U.S. Australasia Holdings, Inc.,
a
Delaware corporation with its principal place of business located at 00 Xxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the “Company”).
RECITALS
A. GFC,
Bison-GE and Company entered into that certain Shareholders Agreement dated
September 13, 2007 (the “Agreement”).
B. Each
of
the parties hereto desires to amend the Agreement as set forth herein, and
desires that, except as set forth in this Amendment, the Agreement shall remain
in full force and effect.
NOW
THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants, agreements and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement (without regard to this
Amendment).
2. Amendment.
The
Agreement is hereby amended as follows on and as of, and only upon, the date
hereof:
(a) The
definition of “Permitted Expenses” is amended and restated as
follows:“’Permitted
Expenses’
means
payments of up to $1,500,000 in any 12-month period made by the Company Group
to
GFC and/or a GFC Related Party for administrative, expenses, overhead charges,
support charges and similar expenses; provided, that if at any time GFC or
a GFC
Related Party acquires or establishes another business or company, Permitted
Expenses in any 12-month period shall be multiplied by the Reduction Percentage
on a prospective basis. For purposes of the foregoing, the "Reduction
Percentage"
shall
be that percentage obtained by dividing the revenues of the Covered Business
by
the total revenues of GFC (determined on a consolidated basis in accordance
with
GAAP); provided that Permitted Expenses shall never be less than US $750,000.
Payments on debt owed to GFC and/or the GFC Related Parties, and dividends
and
distributions to Shareholders with respect to their Shares, are not expenses
included in Permitted Expenses so long as (x) such debt or Shares are, in each
case, issued with the approval of Bison-GE (to the extent such approval is
required hereunder), and (y) such debt or Shares were not issued in
consideration of the forgiveness, payment or deferral of administrative
expense payments, reimbursements or distributions made by any member of the
Company Group to GFC or any GFC Related Party.”
EXHIBIT
10.3
3. References.
All
references in this Amendment to “Amendment,” “herein,” “hereof,” or terms of
like import referring to the Amendment or any portion thereof are hereby amended
to refer to the Agreement as amended by this Amendment.
4. No
Implied Amendments.
Except
as expressly provided herein, the Waiver is not being amended, supplemented,
or
otherwise modified, and the Waiver shall continue in force and effect in
accordance with its terms.
5. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original but all such counterparts together shall constitute but
one
and the same agreement.
6. Successors
and Assigns.
This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
7. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the internal
laws (and not the law of conflicts) of the State of California.
EXHIBIT
10.3
[SIGNATURE
PAGE TO FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or
caused this Amendment to be executed on its behalf by a representative duly
authorized, as of the date first above written.
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GENERAL
FINANCE CORPORATION,
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a
Delaware corporation
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By
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Xxxx
X. Xxxxxxx
Chief
Operating Officer
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BISON
CAPITAL AUSTRALIA, L.P.,
a
Delaware limited partnership
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By:
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BISON
CAPITAL AUSTRALIA GP, LLC,
its
general partner
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By:
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Xxxxxxx
X. Xxxxxxxx
Managing
Member
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GFN
U.S. AUSTRALASIA HOLDINGS, INC.,
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a
Delaware corporation
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By
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Xxxx
X. Xxxxxxx
Chief
Operating Officer
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