EXHIBIT 10.1
FIRST AMENDMENT TO STOCKHOLDERS
AGREEMENT
THIS FIRST
AMENDMENT TO STOCKHOLDERS AGREMEENT (this “ Amendment
”) is entered into as of March 31, 2009 (the “
Effective Date ”) by and among General Finance
Corporation, a Delaware corporation (the “ Company
”), and the stockholders of Company listed on Schedule
I attached hereto (each a “
Stockholder ” and collectively, the “
Stockholders ”).
A. The Company entered into that certain
Stockholders Agreement dated October 1, 2008 (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:
Section 2.3 of
the Agreement is amended and restated as follows:
“SECTION 2.3
Standstill .
|
(a)
|
For the period
(the “ Standstill Period ”) commencing on the
date hereof and ending on June 30, 2009, no Subject Stockholder
shall, and each Subject Stockholder shall cause its Affiliates not
to, unless expressly agreed in writing, in advance, by Company,
directly or indirectly, in any manner whatsoever:
|
|
(1)
|
acquire,
announce an intention to acquire, offer or propose to acquire,
solicit an offer to sell or agree to acquire, or enter into any
arrangement or undertaking to acquire, directly or indirectly, by
purchase, or otherwise, record or direct or indirect beneficial
ownership interest in any Standstill Securities or other securities
of the Company or any of its Subsidiaries or any direct or indirect
rights, warrants or options to acquire record or direct or indirect
beneficial ownership of any securities or assets of the Company or
any of its Subsidiaries;
|
|
(2)
|
make, effect,
initiate, cause or participate in any take-over bid, tender offer,
exchange offer, merger, consolidation, business combination,
recapitalization, restructuring, liquidation, dissolution or other
extraordinary transaction involving Company or any of its
Subsidiaries;
|
|
(3)
|
other than as a
director or officer of the Company, solicit, make, effect,
initiate, cause, or in any way participate in, directly or
indirectly, any solicitation of proxies or consents from any
holders of any securities of Company or any of its Subsidiaries or
call or seek to have called any meeting of stockholders of Company
or any of its Subsidiaries;
|
|
(4)
|
form, join or
participate in, or otherwise encourage the formation of, any
“group” (within the meaning of Section 13(d)(3) of
the Exchange Act) with respect to any securities of Company or any
of its Subsidiaries that are not Standstill Securities;
|
|
