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 39 East Union Street, Pasadena, California
91103 (“
GFC ”)
,
B ison
Capital Australia, L.P., a Delaware limited partnership with its
principal place of business located at 10877 Wilshire Boulevard,
Suite 1520, Los Angeles, California 90024 (“
Bison-GE ”),
and GFN U.S. Australasia Holdings, Inc. ,
a Delaware corporation with its principal place of business located
at 39 East Union Street, Pasadena, California 91103 (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
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