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Exhibit 10.3(ii)
AMENDMENT NO. 1 TO
STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO.1 to Stockholders Agreement (this "Agreement") is dated
as of December 31, 1996 by and among National Equipment Services, Inc., a
Delaware corporation (the "Company"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV,
L.P., a Delaware limited partnership (the "Investor"), Xxxxx Xxxxxxx
("Xxxxxxx"), Xxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx X'Xxxxxx ("X'Xxxxxx").
This Agreement amends the Stockholders Agreement, dated as of June 4, 1996 (the
"Original Agreement"), between the Company, the Investor, Xxxxxxx and
Ingersoll. Capitalized terms used but not defined herein shall have the
meanings assigned them in the Original Agreement.
WHEREAS, the parties hereto now desire to amend the Original Agreement as
set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Original Agreement as follows:
Section I. Amendments to Original Agreement. As of the date hereof, the
Original Agreement shall be amended as follows:
I.1. Section 16(a) of the Original Agreement shall be and hereby is
amended by (i) deleting the words "(including, without limitation, any Seller
(as defined in the Purchase Agreement))" in the second line thereof and (ii)
deleting the words "Sections 1B(b) and 1B(c)" and replacing them with the words
"Section 1B(b)" in the fourth line thereof.
I.2. Section 16(b) of the Original Agreement shall be and hereby is
amended by (i) deleting the words "(including, without limitation, any Seller)"
in the second line thereof and (ii) deleting the words "Sections 1B(b) and
1B(c)" and replacing them with the words "Section 1B(b)" in the third line
thereof.
I.3. The Original Agreement shall be and hereby is amended by adding
X'Xxxxxx as a party thereto and as a Stockholder thereunder. X'Xxxxxx hereby
agrees to be bound by all of the covenants, terms and conditions contained in
the Original Agreement, as amended. The parties hereto agree that the signature
page hereto bearing X'Xxxxxx'x signature constitutes a "counterpart signature
page" to the Original Agreement pursuant to Section 14 of the Original
Agreement.
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Section II. Miscellaneous.
II.1. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
II.2. Governing Law. This Agreement will be governed by and construed
in accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1
to Stockholders Agreement on the day and year first above written.
NATIONAL EQUIPMENT SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
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Its: President
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GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV, L.P.
By: GTCR IV, L.P.
Its: General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By: /s/ Xxxx X. Xxxxx
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Its: Principal
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
/s/ Xxxx X. Xxxxxxxxx
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XXXX XXXXXXXXX
/s/ Xxxxxx X'Xxxxxx
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XXXXXX X'XXXXXX
