THIRD AMENDMENT TO
STOCKHOLDERS’ AGREEMENT
THIS
THIRD AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of
September 14, 2005 (this “ Amendment ”), by and
among NationsRent Companies, Inc., a Delaware corporation (the
“Company”), and the stockholders of the Company (the
“ Stockholders ”) listed on the signature pages
hereto, amends the Stockholders’ Agreement, dated as of June
13, 2003, as amended and in effect on the date hereof prior to
giving effect to the Amendment (the “ Agreement
”), among the Company and the Stockholders party thereto.
Capitalized terms not defined herein shall have the meaning set
forth in the Agreement, as amended by the Amendment (the “
Amended Agreement ”).
WHEREAS,
the parties to the Agreement have determined that it is in the best
interest of the Company and its stockholders to amend the Agreement
as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the Agreement is hereby amended as
follows:
ARTICLE I
AMENDMENT TO THE
AGREEMENT
Section 1.1 Amendments to Section 7.2 . Section 7.2 of the
Agreement is hereby amended by deleting (i) of such Section in its
entirety and replacing such (i) of Section 7.2 with the
following:
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“7.2
Information Requirement . The Company agrees that,
until the completion of a Qualified Public Offering, (i) all
Stockholders shall be furnished with: (a) all management letters of
accountants of the Company and its Subsidiaries; (b) annually,
within 120 days of the end of each fiscal year, an annual report,
including audited financial statements and management’s
discussion and analysis of the Company’s financial condition
and results of operations (a “ Management Report
”); and (c) within 60 days after the end of the last calendar
month of each fiscal year of the Company and within 30 days after
the end of each other calendar month of the Company, unaudited
financial statements, including a balance sheet and statement of
income and of changes in cash flow as of the end of such period and
for the period from the beginning of the current fiscal year to the
end of such period, setting forth in comparative form the
corresponding figures for the comparable period in the preceding
fiscal year, and a Management Report, if at such time any senior
lender(s) to the Company requires that monthly Management Reports
be delivered to such senior lender(s); provided , that if
such monthly financial information and/or Management Reports are
not required by the senior lender(s), then such financial
information and a Management Report shall be delivered quarterly,
within 45 days of the end of each fiscal quarter, and (ii) each
Original Common Stockholder, and each New Stockholder holding
(together with its Affiliates) at least 1% of the outstanding
shares of Common Stock, (an “ Eligible Stockholder
”) shall upon request be furnished with a copy of a summary
annual budget of the Company and its Subsidiaries (including a
projected balance sheet and projected statements of income and cash
flows), promptly following approval thereof by the Board, and in
any event not later than the first day of the fiscal year to which
such budget relates; provided , that each such Stockholder
shall execute and deliver to the Company a standard and customary
confidentiality agreement in form and substance reasonably
acceptable to the Company prior to receiving a copy of a summary
annual budget. In addition to the written information to be
provided by the Company pursuant to this Section 7.2, at least
twice each fiscal year the Company shall host a stockholder
conference call (the “ Required Conference Calls
”). Each Eligible Stockholder may participate in such
Required Conference Call. The Company shall provide notice of such
a Required Conference Call to Eligible Stockholders not less than
ten (10) business days prior to the call. Furthermore, upon the
request of any Eligible Stockholder, the Company also shall host
additional stockholder conference calls (“ Optional
Conference Calls ”); provided, that: (a) the Company
shall not be required to host more than two (2) Required Conference
Calls and two (2) Optional Conference Calls in any fiscal year, and
(b) an Eligible Stockholder may not request an Optional Conference
Call until at least sixty (60) days after the most recent Required
Conference Call. The notice provisions applicable to Required
Conference Calls shall apply to Optional Conference Calls.
Notwithstanding anything to the contrary in this Agreement, for as
long as the Liquidating Trust is in existence, the Liquidating
Trust shall be deemed an Eligible Stockholder regardless of its
percentage ownership of the outstanding shares of Common
Stock.”
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ARTICLE II
MISCELLANEOUS
Section 2.1 Ratification; Effect of Amendment . Except as
expressly amended hereby, all of the provisions of the Agreement
shall remain unamended and in full force and effect to the same
extent as if fully set forth herein. As of the effective date of
this Amendment, the Agreement shall be amended as prov
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