Unassociated Document


    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”).

    


     

    
      	
              1

            	
              RECITALS

            


    

     

    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;

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        	
              	
                (5) 

              	
                arrange,
      facilitate, or in any way participate, directly or indirectly, in any
      financing for the purchase of any securities Company or any of its
      Subsidiaries that are not Standstill
Securities;

              


      

    

    


    
      
        	
              	
                (6) 

              	
                (A) act,
      directly or indirectly, to seek control or direct the board of directors,
      stockholders, policies or affairs of the Company or any of its
      Subsidiaries; (B) solicit, propose, seek to effect or negotiate with
      any other Person with respect to any form of business combination
      transaction involving Company or any take-over bid, tender, exchange
      offer, merger, consolidation, recapitalization, restructuring,
      liquidation, dissolution, or other extraordinary transaction involving
      Company or any of its Subsidiaries; or (C) disclose an intent,
      purpose, plan or proposal with respect to an acquisition of Company, or
      any securities or assets of Company or any of its Subsidiaries that are
      not Standstill Securities;

              


      

    

    


    
      Notwithstanding
anything to the contrary in this Section 2.3, each Subject Stockholder
shall be permitted to sell its Equity Securities in any Sale of the Company that
has been approved by the board of directors of Company and which recommendation
has not been withdrawn.

    

    


    
      
        	
              	
                (b) 

              	
                Notwithstanding
      anything to the contrary in this Section 2.3, the Subject Stockholders
      shall be permitted during the period commencing on the Effective Date and
      ending on June 30, 2009 to purchase Standstill Securities subject to the
      compliance with each of the following
  conditions:

              


      

    

    


    
      
        	
              	
                (1) 

              	
                prior
      to June 30, 2009 the Subject Stockholders shall not purchase Standstill
      Securities that cause their total ownership of Company common stock to
      equal or exceed 50% of the outstanding shares of common stock of the
      Company;

              


      

    

    


    
      
        	
              	
                (2) 

              	
                during
      the period commencing on the Effective Date and ending on June 30, 2009
      the Subject Stockholders shall not spend more than $1 million to purchase
      outstanding shares of common stock of the
  Company;

              


      

    

    


    
      
        	
              	
                (3) 

              	
                prior
      to June 30, 2009 the Subject Stockholders shall suspend open market
      purchases of the Company’s common stock if the Company commences a public
      offering of securities; and

              


      

    

    


    
      
        	
              	
                (4) 

              	
                the
      Subject Stockholders and the Company shall issue a press release that
      publicly discloses the Amendment prior to commencement of any purchases by
      the Subject Stockholders which are permitted by this
      Amendment.

              


      

    

    


    3.
 References.  All
references in this Amendment to “Amendment,” “herein,” “hereof,” or terms of
like import referring to the Amendment or any portion thereof are hereby amended
to refer to the Agreement as amended by this Amendment.

    


    4. 
No Implied
Amendments.  Except as expressly provided herein, the Agreement
is not being amended, supplemented, or otherwise modified, and the Agreement
shall continue in force and effect in accordance with its terms.

    


    5. 
Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but all such counterparts together shall constitute but one
and the same agreement.

    


    6. 
Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

    


    7. 
Governing
Law.  The interpretation and construction of this Amendment,
and all matters relating hereto, shall be governed by the laws of the State of
Delaware, without regard to the principles of conflicts of laws
thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

    


    IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or
caused this Amendment to be executed on its behalf by a representative duly
authorized, as of the date first above written.

     

    


    GENERAL FINANCE
CORPORATION,

    a
Delaware corporation

    


    


    By: /s/ Christopher A.
Wilson

    Name:
Christopher A. Wilson

    Title:   Vice
President and General Counsel

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [SIGNATURE
PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

     

    


    
      	
              /s/
      Ronald F. Valenta

            
	
              Ronald
      F. Valenta

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

    


     

    
      	
              /s/
      Ronald L. Havner, Jr.

            
	
              Ronald
      L. Havner, Jr.,

              as
      Trustee of

              The
      Havner Family Trust dated July 24,
1995

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
PAGE TO FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT]

     

     

    
      
        	
                D.
      E. SHAW LAMINAR PORTFOLIOS, L.L.C.

              
	 
      	 
      
	 
      	 
      
	
                By: 
      

              	
                /s/
      Robert T. Ladd

              
	
                Name:
      Robert T. Ladd

              
	
                Title:
      Authorized Signatory

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule I

     

    
      STOCKHOLDERS

    

    


    
      	
              Name
      of Stockholder

            	 
      	
              Number of

              Shares

            	 
      	
              Notice
      Address

            
	
              Ronald
      F. Valenta

            	 
      	
              1,171,339

            	 
      	
              39
      East Union Street

              Pasadena,
      California 91103

            
	 
      	 
      	 
      	 
      	 
      
	
              D.
      E. Shaw Laminar Portfolios, L.L.C.

            	 
      	
              100,000

            	 
      	
              10000
      Memorial Drive, Suite 500

              Houston,
      Texas 70024

              Attention:
      Debbie Blank

            
	 
      	 
      	 
      	 
      	 
      
	
              Ronald
      L. Havner, Jr., as Trustee of the Havner Family Trust dated July 24,
      1995

            	 
      	
              1,840,675

            	 
      	
              2275
      Chaucer Road

              San
      Marino, California 91108