EXHIBIT
10.1
SECOND AMENDMENT
TO SHAREHOLDERS AGREEMENT
THIS SECOND AMENDMENT TO
SHAREHOLDERS AGREEMENT (this " Amendment ") is made as of September 21, 2009, by and among
General Finance Corporation a Delaware corporation ("
GFC "), GFN U.S. Australasia Holdings, Inc., a Delaware
corporation (the " Company "), and Bison Capital Australia, L.P., a Delaware
limited partnership (" Bison - GE ", and collectively with GFC and the Company, the
" Parties
"). Capitalized terms used in this
Amendment, unless otherwise defined herein, shall have the meanings
ascribed to them in the Agreement (as such term is defined
herein).
WHEREAS, the Parties entered into
that certain Shareholders Agreement, dated September 13, 2007 (the
" Agreement ") by and among GFC, the Company and
Bison-GE;
WHEREAS, the parties entered into
that certain First Amendment to Shareholders Agreement dated May 1,
2008; and
WHEREAS, the Parties wish to amend
the Agreement, effective as of the date of this Amendment, on the
terms and subject to the conditions set forth in this
Amendment.
NOW, THEREFORE, in consideration of the
premises, mutual agreements and provisions herein contained, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:
1.
Amendment to Section 1.1
of the Agreement .
Section 1.1
of the Agreement is hereby amended to add
the following definition in alphabetical order:
“Calculated
Equity Value” shall mean the value for a fiscal
quarter end calculated from the following equation: (a) 8.25
multiplied by the Company EBITDA for the trailing twelve months
ended on such fiscal quarter end, less (b) the Net Debt of the
Company Group at such fiscal quarter end.
“Maximum Equity
Value” shall mean, the highest Calculated
Equity Value among all Calculated Equity Values for each quarter
end prior to or including June 30, 2011.
2.
Amendment to Section
7.1(a) of the Agreement . Section 7.1(a) of the Agreement is hereby amended and restated in
its entirety to read as follows:
" Bison-GE Put Option . In accordance with the
terms and conditions set forth herein, at any time following July
1, 2011, Bison-GE shall have the right and option (the "Put
Option") to elect to cause the Company and GFC (the obligations of
which shall be joint and several hereunder) to purchase from
Bison-GE (and from any permitted transferee thereof), and upon such
election Bison-GE shall sell and transfer to GFC and the Company,
all and not less than all of the Bison-GE Sale Shares."
3.
Amendment to Section
7.2(b)(iii) of the Agreement . Section 7.2(b)(iii)
of the Agreement is hereby renumbered as
Section 7.2(b)(i) and amended and restated in its entirety to read
as follows:
"(i) At any time following July 1, 2012, in
accordance with the terms and conditions set forth in this Section
7, the Company and/or GFC shall have the right and option to elect
(the "Second Call Option") to cause Bison-GE (and any of its
permitted transferees) to sell and transfer to the Company or GFC
(as the case may be) the Bison-GE Sale Shares."
4.
Amendment to Section 7.2(b)(iv) of the Agreement . Section
7.2(b)(iv) of the Agreement is hereby renumbered as Section
7.2(b)(ii).
5.
Amendment to Section 7.3(a)(ii) of the Agreement . Section
7.3(a)(ii) of the Agreement is hereby amended to delete
“or” at the end of such Section.
6.
Amendment to Section 7.3(a)(iii) of the Agreement . Section
7.3(a)(iii) of the Agreement is hereby amended and restated in its
entirety to read as follows:
"$12,850,000 US Dollars;"
7.
Amendment to Section 7.3(a) of the Agreement . Section 7.3(a)
of the Agreement is hereby amended to add the following as clause
(iv):
"The Bison-GE Percentage multiplied by the Maximum
Equity Value; or"
8.
Amendment to Section 7.3(a) of the Agreement . Section 7.3(a)
of the Agreement is hereby amended to add the following as clause
(v):
"Solely if a Closing is delayed as a result of
liquidity issues in accordance with Section 7.5, 8.25 multiplied by
(A) the Company EBITDA for the trailing twelve months ended the
last day of the month immediately preceding the month in which the
Closing occurs, minus the Net Debt of the Company Group at the end
of such trailing twelve month period, and subsequently multiplied
by (B) the Bison-GE Percentage."
9.
Amendment to Section 7.3(d) of the Agreement . Section 7.3(d)
of the Agreement is hereby amended and restated in its entirety to
read as follows:
" Payment of Purchase Price . The Put Purchase
Price, First Call Option Price and Second Call Option Price shall
be paid in cash in immediately available US dollar denominated
funds in the United States, or, if mutually agreeable to both GFC
and Bison-GE, paid in Common Stock or some combination of Common
Stock and cash."
10.
Amendment to Section 7.5 of the Agreement . Section 7.5 of
the Agreement is hereby amended and restated in its entirety to
read as follows:
"If the Company and GFC fail to consummate a Closing
in accordance with this Section 7 as a result of liquidity issues
which, after commercially reasonable efforts, the Company and GFC
are unable to resolve, then the Company and GFC shall use
commercially reasonable efforts to consummate such Closing as soon
as possible thereafter but no later than the date
