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THIRD AMENDMENT TO STOCKHOLDERS? AGREEMENT

Shareholder Agreement

THIRD AMENDMENT TO STOCKHOLDERS? AGREEMENT | Document Parties: NATIONSRENT COMPANIES INC | AG RENTAL, L.L.C. | AG Private Equity Partners II, LP | BAUPOST GROUP SECURITIES, LLC | BAUPOST PRIVATE INVESTMENTS A-1, L.L.C. | BEAR, STEARNS & CO, INC. | CITIBANK, N.A. | COPPER BEECH HOLDINGS LLC | CYPRESSTREE INVESTMENT PARTNERS I, LTD. You are currently viewing:
This Shareholder Agreement involves

NATIONSRENT COMPANIES INC | AG RENTAL, L.L.C. | AG Private Equity Partners II, LP | BAUPOST GROUP SECURITIES, LLC | BAUPOST PRIVATE INVESTMENTS A-1, L.L.C. | BEAR, STEARNS & CO, INC. | CITIBANK, N.A. | COPPER BEECH HOLDINGS LLC | CYPRESSTREE INVESTMENT PARTNERS I, LTD.

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Title: THIRD AMENDMENT TO STOCKHOLDERS? AGREEMENT
Governing Law: Delaware     Date: 11/15/2005

THIRD AMENDMENT TO STOCKHOLDERS? AGREEMENT, Parties: nationsrent companies inc , ag rental  l.l.c. , ag private equity partners ii  lp , baupost group securities  llc , baupost private investments a-1  l.l.c. , bear  stearns & co  inc. , citibank  n.a. , copper beech holdings llc , cypresstree investment partners i  ltd.
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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:

 

        “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.”



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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