RECAPITALIZATION AGREEMENT

EXHIBIT 10.1

RECAPITALIZATION AGREEMENT

dated as of August 17, 2005

among

DIAMOND TRIUMPH AUTO GLASS, INC.,

KENNETH LEVINE

and

GREEN EQUITY INVESTORS II, L.P.

TABLE OF CONTENTS

 ii 

RECAPITALIZATION AGREEMENT

     THIS RECAPITALIZATION AGREEMENT (the “ Agreement ”), dated as of August 17, 2005, is entered into by and among Diamond Auto Triumph Glass, Inc., a Delaware corporation (the “ Company ”), Kenneth Levine, an individual (“ Levine ”), and Green Equity Investors II, L.P., a Delaware limited partnership (“ GEI ”).

WITNESSETH:

     WHEREAS, each of the Company, Levine and GEI has determined to enter into this Agreement for the purpose of recapitalizing the Company;

     WHEREAS, pursuant to and in accordance with the terms of this Agreement (i) Levine has agreed to exchange 7,000 shares (the “ Levine Preferred Shares ”) of the Company’s 12% Senior Redeemable Cumulative Preferred Stock, par value $0.01 per share (the “ Preferred Stock” ), for 350,000 shares of the Company’s Common Stock, par value $0.01 per share (the “ Common Stock ”), and (ii) GEI has agreed to exchange 28,000 shares (the “ GEI Preferred Shares ”) of Preferred Stock for 1,400,000 shares of Common Stock (collectively, the “ Exchange Transactions ”);

     WHEREAS, pursuant to and in accordance with the terms of this Agreement, (i) Levine has agreed to purchase from the Company, and the Company has agreed to sell to Levine, 833,333 shares of Common Stock at a purchase price of $15.00 per share and (ii) Levine has agreed to purchase from GEI, and GEI has agreed to sell to Levine, 500,000 shares of Common Stock (the “GEI Common Shares”) at a purchase price of $15.00 per share (collectively, the “ Stock Purchase Transactions ” and together with the Exchange Transactions, the “ Recapitalization Transactions ”);

     WHEREAS, concurrently with the execution of this Agreement and in connection with the Recapitalization Transactions, the Company is commencing a tender offer to purchase for cash (the “ Tender Offer ”) from the holders of the Company’s outstanding 9 ¹ / 4 % Senior Notes due 2008 (the “ Notes ”), upon the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated August 17, 2005, as amended from time to time (the “ Statement ”), and in the accompanying Letter of Transmittal and Consent, up to $22,000,000 aggregate principal amount of the Notes, at a price not less than $730 nor greater than $830 per $1,000 principal amount, plus accrued and unpaid interest thereon to, but not including, the date of purchase at a purchase price determined by the “Modified Dutch Auction” procedure set forth in the Statement;

     WHEREAS, in conjunction with the Tender Offer, the Company is soliciting consents (the “ Consent Solicitation ”) to an amendment to the Indenture, dated as of March 31, 1998, between the Company and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the “Indenture”), pursuant to which the Notes were issued, to amend Section 4.08 of the Indenture;

     WHEREAS, immediately following the execution of this Agreement, the Company will amend its Amended and Restated Certificate of Incorporation, as amended from

time to time (the “ Certificate of Incorporation ”) to increase the number of authorized shares of Common Stock from 1,100,000 to 4,000,000 shares;

     WHEREAS, for United States federal income tax purposes, it is intended that the Exchange Transactions, taken together with the contribution of cash by Levine in exchange for newly issued shares of Common Stock, will qualify as transactions described in Section 368 of the Internal Revenue Code of 1986, as amended;

     WHEREAS, the consummation of the Recapitalization Transactions is a condition to the consummation of the Tender Offer and the Consent Solicitation;

     WHEREAS, the consummation of the Tender Offer and the Consent Solicitation is a condition to the consummation of the Recapitalization Transactions; and

     WHEREAS, the Company, Levine and GEI desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated herein.

     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.01. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

     “ Affiliate ” has the meaning set forth in Rule 12b-2 under the Exchange Act as in effect on the date hereof. The term “Affiliated” has a correlative meaning.

     “ Agreement ” has the meaning set forth in the preamble hereto.

     “ Board of Directors ” means the board of directors of the Company.

     “ Business Day ” means any day, other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

     “ By-laws ” means the By-laws of the Company, as amended from time to time.

     “ Certificate of Incorporation ” has the meaning set forth in the recitals hereto.

     “ Charter Amendment ” means a Certificate of Amendment in the form attached hereto as Exhibit A , amending the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 1,100,000 to 4,000,000 shares.

     “ Closing ” has the meaning set forth in Section 2.02.

     “ Closing Date ” has the meaning set forth in Section 2.02.

     “ Commission ” means the U.S. Securities and Exchange Commission.

     “ Common Stock ” has the meaning set forth in the recitals hereto.

     “ Company ” has the meaning set forth in the preamble hereto.

     “ Consent Solicitation ” has the meaning set forth in the recitals hereto.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “ Controlling ” and “ Controlled ” have meanings correlative thereto.

     “ Exchange Transactions ” has the meaning set forth in the recitals hereto.

     “ DGCL ” means the Delaware General Corporation Law.

     “ Equity Interests ” means, as to any Person, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other interests of such Person that are denominated, or have substantially the characteristics of, equity interests.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time.

     “ GAAP ” means generally accepted accounting principles in the United States of America consistently applied.

     “ GEI ” has the meaning set forth in the preamble hereto.

     “ GEI” Common Shares ” has the meaning set forth in the recitals hereto.

     “ GEI Preferred Shares ” has the meaning set forth in the recitals hereto.

     “ GEI Purchase Price ” has the meaning set forth in Section 2.02(b)(vii).

     “ Governmental Authority ” means the government of the United States of America or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “ Law ” means any law, treaty, statute, ordinance, code, rule, regulation, judgment, decree, order, writ, award, injunction, directive or determination of any Governmental Authority.

     “ Levine ” has the meaning set forth in the preamble hereto.

     “ Levine Preferred Shares ” has the meaning set forth in the recitals hereto.

     “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “ Notes ” has the meaning set forth in the recitals hereto.

     “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “ Private Placement Legend ” has the meaning set forth in Section 7.01.

     “ Proceeding ” means any claim, suit, action, proceeding, arbitration or investigation by or before any Governmental Authority.

     “ Recapitalization Transactions ” has the meaning set forth in the recitals hereto.

     “ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

     “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time.

     “ Statement ” has the meaning set forth in the recitals hereto.

     “ Stock Purchase Transactions ” has the meaning set forth in the recitals hereto.

     “ Stockholders’ Agreement ” has the meaning set forth in Section 2.01(e).

     “ Stockholder Approval ” means any necessary approval by the stockholders of the Company relating to this Agreement or consummation of the transactions contemplated hereby.

     “ subsidiary ” means, with respect to the Company, at any date, any corporation or other entity the accounts of which would be consolidated with those of the Company in the consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

     “ Subsidiary ” means any subsidiary of the Company.

     “ Taxes ” means any and all current or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

     “ Tender Offer ” has the meaning set forth in the recitals hereto.

     SECTION 1.02. General Interpretive Principles . Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the Section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include”, “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive illustrations. Any agreement, certificate or other document defined in this Agreement shall also include, in each case, any amendment or restatement thereof or any supplement thereto.

ARTICLE II

RECAPITALIZATION

     SECTION 2.01. Recapitalization . Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing (as hereinafter defined):

     (a) Levine will exchange the Levine Preferred Shares, free and clear of all Liens, in return for the issuance by the Company to Levine of 350,000 shares of Common Stock, free and clear of all Liens;

     (b) GEI will exchange the GEI Preferred Shares, free and clear of all Liens, in return for the issuance by the Company to GEI of 1,400,000 shares of Common Stock, free and clear of all Liens;

     (c) Levine will purchase from the Company, and the Company will sell to Levine, 833,333 shares of Common Stock, free and clear of all Liens, at a purchase price of $15.00 per share;

     (d) Levine will purchase from GEI, and GEI will sell to Levine, 500,000 shares of Common Stock, free and clear of all Liens, at a purchase price of $15.00 per share; and

     (e) Levine, GEI and the Company will enter into an Amended and Restated Stockholders Agreement, substantially in the form attached as Exhibit B hereto (the “Stockholders Agreement”).

     SECTION 2.02. Recapitalization Closing .

     (a) The closing of the transactions described in Section 2.01 (the “ Closing ”) shall take place at the offices of Latham & Watkins LLP, Los Angeles, California., at 7:00 a.m., Pacific Standard Time, no later than the third Business Day following satisfaction or, if permissible, waiver, of the conditions set forth in Sections 8.01, 8.02 and 8.03 hereof, or at such

other time and place as the parties may agree (the date on which the Closing occurs, the “ Closing Date ”).

     (b) At the Closing:

          (i) The Company shall deliver or cause to be delivered to Levine certificates representing the shares of Common Stock to be issued to Levine pursuant to Sections 2.01(a) and (c) (registered in the names and in the denominations designated by Levine at least two Business Days prior to the Closing Date);

          (ii) Levine shall deliver or cause to be delivered to the Company in full payment for the shares of Common Stock to be issued to Levine pursuant to Section 2.01(a), one or more Certificates representing the Levine Preferred Shares;

          (iii) Levine shall pay the Company, against delivery of the shares of Common Stock to be acquired by, and issued to, Levine pursuant to Section 2.01(c), $12,499,995 (the “ Company Purchase Price ”) by wire transfer of immediately available funds to an account designated by the Company at least two Business Days prior to the Closing Date;

          (iv) The Company shall deliver or cause to be delivered to GEI certificates representing the shares of Common Stock to be issued to GEI pursuant to Section 2.01(b) (registered in the names and in the denominations designated by GEI at least two Business Days prior to the Closing Date);

          (v) GEI shall deliver or cause to be delivered to the Company in full payment for the shares of Common Stock to be issued to GEI pursuant to Section 2.01(b), one or more Certificates representing the GEI Preferred Shares;

          (vi) GEI shall deliver or cause to be delivered to Levine a certificate representing the shares of Common Stock to be issued to Levine pursuant to Section 2.01(d), duly endorsed for transfer or with a separate stock power duly endorsed in blank; and

          (vii) Levine shall pay GEI, against delivery of the shares of Common Stock to be acquired by, and issued to, Levine pursuant to Section 2.01(d), $7,500,000 (the “ GEI Purchase Price ”) by wire transfer of immediately available funds to an account designated by GEI at least two Business Days prior to the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to, and agrees with, each of Levine and GEI as of the date hereof and as of the Closing Date as follows:

     SECTION 3.01. Organization; Powers . The Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the

jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

     SECTION 3.02. Authorization; Enforceability .

     (a) This Agreement is within the corporate power of the Company and has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Board of Directors has approved the execution and delivery of this Agreement by the Company and has approved the consummation of the transactions contemplated by this Agreement.

     SECTION 3.03. Governmental Approvals; No Conflicts .

     (a) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (i) do not require any consent or approval of, registration or filing with, or any other action by or before, any Governmental Authority, except for such as will be obtained or made and as will be in full force and effect at the Closing, (ii) will not violate any applicable Law, or the charter or by-laws of the Company or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, (iv) will not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries and (v) will not give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the charter by-laws or other organizational documents or any agreement or instrument applicable to the Company of any of its Subsidiaries.

     (b) Other than the Stockholder Approval, no consent or approval of the Company’s stockholders is required by Law, the Certificate of Incorporation or the By-laws for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.

     SECTION 3.04. Capitalization; Securities .

     (a) As of the date hereof, the authorized capital stock of the Company consists of (i) 1,100,000 shares of Common Stock, of which 1,011,366 shares are outstanding, and (ii) 100,000 shares of preferred stock, $0.01 par value, of which 35,000 shares are outstanding and designated as Preferred Stock. All of such outstanding shares of Common Stock and Preferred Stock were duly authorized and validly issued and are fully paid and non-assessable.

     (b) Subject to the filing of the Charter Amendment with the Delaware Secretary of State, the shares of Common Stock to be issued pursuant to this Agreement have

been duly and validly authorized and, when issued as contemplated by this Agreement, will have been validly issued and will be fully paid and non-assessable.

     SECTION 3.05. Exemption from Registration . Assuming the representations and warranties of Levine and GEI set forth in Articles IV and V are true and correct in all material respects, the issuance and delivery of the Common Stock pursuant to this Agreement and the acquisition of the Common Stock upon exchange of each of the Levine Preferred Shares and the GEI Preferred Shares will be in compliance with the Securities Act and any applicable state securities laws and will be exempt from the registration requirements of the Securities Act and such state securities laws.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF LEVINE

     Levine represents and warrants to and agrees with, each of the Company and GEI as of the date hereof and as of the Closing Date as follows:

     SECTION 4.01. Enforceability . This Agreement has been duly executed and delivered by Levine and constitutes a legal, valid and binding obligation of Levine, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 4.02. Purpose of Investment . Levine is acquiring the Common Stock being issued by the Company and sold by GEI, in each case pursuant to the terms of this Agreement, for his own account as principal solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Levine acknowledges that the Common Stock to be acquired by him pursuant to the terms of this Agreement has not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act.

     SECTION 4.03. Ownership of Levine Preferred Shares . Levine is the sole record and beneficial owner of the Levine Preferred Shares, free and clear of Liens other than Liens created by or under this Agreement and the Stockholders Agreement, dated as of March 31, 1998, among Levine, Richard Rutta, GEI and the Company (the “Original Stockholders Agreement”).

     SECTION 4.04. Financial Status . Levine is an Accredited Investor as defined in Rule 501 under the Securities Act. Levine is able to bear the economic risk of the investment in the shares of Common Stock contemplated by this Agreement and the Stockholders Agreement, has adequate means of providing for his current financial needs and personal contingencies, has no need for liquidity in the investment in the shares of Common Stock contemplated hereby or thereby, understands that he may not be able to liquidate his investment in the Company and can afford a complete loss of the investment.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF GEI

     GEI represents and warrants to and agrees with, each of the Company and Levine as of the date hereof and as of the Closing Date as follows:

     SECTION 5.01. Organization . GEI is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite partnership power and authority to carry on its business as now conducted.

     SECTION 5.02. Authorization; Enforceability . This Agreement is within GEI’s partnership powers and has been duly authorized by all necessary partnership action. This Agreement has been duly executed and delivered by GEI and constitutes a legal, valid and binding obligation of GEI, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 5.03. Purpose of Investment . GEI is acquiring the Common Stock being issued by the Company pursuant to the terms of this Agreement for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. GEI acknowledges that the Common Stock has not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act.

     SECTION 5.04. Ownership of GEI Preferred Shares and GEI Common Shares . GEI is the sole record and beneficial owner of the GEI Preferred Shares and the GEI Common Shares, free and clear of Liens other than Liens created by or under this Agreement and the Original Stockholders’ Agreement.

ARTICLE VI

PRE-CLOSING COVENANTS

     SECTION 6.01. Taking of Necessary Action . Each of the parties hereto agrees to use its best efforts promptly to take or cause to be taken all actions and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement in accordance with the terms of the Agreement. Without limiting the foregoing, (i) the Company will use its best efforts to file the Charter Amendment with the Delaware Secretary of State and (ii) each of Levine, GEI and the Company will use his or its best efforts to make all filings with respect to, and to obtain, all Regulatory Approvals necessary or, in the opinion of Levine, GEI, the Company or their respective counsel, advisable, in order to permit the consummation of the transactions contemplated hereby.

     SECTION 6.02. Notifications . At all times prior to the Closing Date, each of Levine, GEI and the Company shall promptly notify the other parties hereto in writing of any

fact, change, condition, circumstance or occurrence or nonoccurrence of any event which will or is reasonably likely to result in the failure to satisfy the conditions to be complied with or satisfied by it hereunder; provided , however , that the delivery of any notice pursuant to this Section 6.02 shall not limit or otherwise affect the remedies available hereunder to any party receiving such notice.

ARTICLE VII

ADDITIONAL COVENANTS

     SECTION 7.01. Legend .

     (a) Each of Levine and GEI agrees to the placement of a legend (the “ Private Placement Legend ”) substantially in the form as set forth below on (i) any certificates representing Common Stock issued pursuant to the terms of this Agreement and (ii) any certificate issued at any time in exchange or substitution for any certificate bearing such legend. The Private Placement Legend is substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROVISIONS OF AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON REQUEST TO THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.

     (b) The Private Placement Legend shall be removed from a certificate representing Common Stock if the securities represented thereby are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Company such satisfactory evidence, which may include an opinion of independent counsel, as reasonably may be requested by the Company, to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such securities will not violate the registration and prospectus delivery requirements of the Securities Act.

ARTICLE VIII

CONDITIONS

     SECTION 8.01. Conditions to Levine’s Obligations with Respect to the Recapitalization . The obligation of Levine at the Closing, to (i) deliver to the Company the Levine Preferred Shares, (ii) pay to the Company the Company Purchase Price and (iii) pay to GEI the GEI Purchase Price, in each case pursuant to Section 2.01, is subject to satisfaction or waiver of each of the following conditions precedent:

     (a)  Company Representations and Warranties; Covenants . The representations and warranties of the Company set forth in Article III shall have been true and correct in all material respects on and as of the date hereof and as of the Closing as if made on the Closing Date. The Company shall have performed in all material respects all obligations and complied with all agreements, undertakings, covenants and conditions required hereunder to be performed by it at or prior to the Closing.

     (b)  GEI Representations and Warranties; Covenants . The representations and warranties of GEI set forth in Article V shall have been true and correct in all material respects on and as of the date hereof and as of the Closing as if made on the Closing Date. GEI shall have performed in all material respects all obligations and complied with all agreements, undertakings, covenants and conditions required hereunder to be performed by it at or prior to the Closing.

     (c)  Stockholders’ Agreement . The Company and GEI shall have executed and delivered the Stockholders’ Agreement.

     (d)  Compliance with Laws; No Adverse Action or Decision . Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of this Agreement; (ii) no preliminary or permanent injunction or other order by any Governmental Authority that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of this Agreement shall have been issued and remain in effect; and (iii) no Governmental Authority shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of this Agreement.

     (e)  Consents . All Regulatory Approvals from any Governmental Authority and all consents, waivers or approvals from any other Person required for or in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained or made on terms reasonably satisfactory to Levine.

     (f)  Tender Offer and Consent Solicitation . The Company shall have accepted Notes for purchase in the Tender Offer and obtained the Requisite Consents (as defined in the Statement).

     SECTION 8.02. Conditions to GEI’s Obligations with Respect to the Recapitalization . The obligation of GEI at the Closing to (i) deliver to the Company the GEI

Preferred Shares and (ii) deliver to Levine the GEI Common Shares, in each case pursuant to Section 2.01, is subject to satisfaction or waiver of each of the following conditions precedent:

     (a)  Company Representations and Warranties; Covenants . The representations and warranties of the Company set forth in Article III shall have been true and correct in all material respects on and as of the date hereof and as of the Closing as if made on the Closing Date. The Company shall have performed in all material respects all obligations and complied with all agreements, undertakings, covenants and conditions required hereunder to be performed by it at or prior to the Closing.

     (b)  Levine Representations and Warranties; Covenants . The representations and warranties of Levine set forth in Article IV shall have been true in all material respects on and as of the date hereof and as of the Closing as if made on the Closing Date. Levine shall have performed in all material respects all obligations and complied with all agreements, undertakings, covenants and conditions required hereunder to be performed by him at or prior to the Closing.

     (c)  Stockholders’ Agreement . The Company and Levine shall have executed and delivered the Stockholders’ Agreement.

     (d)  Compliance with Laws; No Adverse Action or Decision . Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of this Agreement; (ii) no preliminary or permanent injunction or other order by any Governmental Authority that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of this Agreement shall have been issued and remain in effect; and (iii) no Governmental Authority shall have instituted any Proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of this Agreement.

     (e)  Consents . All Regulatory Approvals from any Governmental Authority and all consents, waivers or approvals from any other Person required for or in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained or made on terms reasonably satisfactory to GEI.

     (f)  Tender Offer and Consent Solicitation . The Company shall have accepted Notes for purchase in the Tender Offer and obtained the Requisite Consents (as defined in the Statement).

     SECTION 8.03. Conditions to the Company’s Obligations with Respect to the Recapitalization . The obligation of the Company at the Closing to (i) issue to Levine Common Stock and (ii) issue to GEI Common Stock, in each case pursuant to Section 2.01, is subject to satisfaction or waiver of each of the following conditions precedent:

     (a)  Levine and GEI Representations and Warranties; Covenants . The representations and warranties of Levine set forth in Article IV and of GEI set forth in Article V shall have been true and correct in all respects, and on and as of the date hereof and as of the Closing as if made on the Closing Date. Levine and GEI shall have performed in all material

respects all obligations and complied with all agreements, undertakings, covenants and conditions required by him or it to be performed at or prior to the Closing.

     (b)  Stockholders’ Agreement . Levine and GEI shall have executed and delivered the Stockholders’ Agreement.

     (c)  Compliance with Laws; No Adverse Action or Decision . Since the date hereof, (i) no Law shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of this Agreement; (ii) no preliminary or permanent injunction or other order by any Governmental Authority that restrains, enjoins, prevents, delays, prohibits or otherwise makes illegal the performance of this Agreement shall have been issued and remain in effect; and (iii) no Governmental Authority shall have instituted any action, claim, suit, investigation or other proceeding that seeks to restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance of this Agreement.

     (d)  Tender Offer and Consent Solicitation . The Company shall have accepted Notes for purchase in the Tender Offer and obtained the Requisite Consents (as defined in the Statement).

ARTICLE IX

TERMINATION

     SECTION 9.01. Termination of Agreement . Subject to Section 9.02, this Agreement may be terminated by notice in writing at any time prior to the Closing by:

     (a) Levine, GEI or the Company, if the Closing shall not have occurred on or before October 17, 2005; provided , however , that the right to terminate this Agreement under this Section 9.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;

     (b) Levine, GEI or the Company, if any Governmental Authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such judgment, injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this clause (c) shall have used its best efforts to have such judgment, injunction, order, ruling or decree lifted, vacated or denied; or

     (c) mutual written agreement of Levine, GEI and the Company.

     SECTION 9.02. Effect of Termination . If this Agreement is terminated in accordance with Section 9.01 and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect except that (i) the terms and provisions of this Section 9.02 and Article X shall remain in full force and effect and

(ii) any termination of this Agreement shall not relieve any party hereto from any liability for any breach of its obligations hereunder.

ARTICLE X

MISCELLANEOUS

     SECTION 10.01. Fees and Expenses .

     (a) The Company shall be responsible for the payment of all expenses incurred in connection with this Agreement and the transactions contemplated hereby.

     SECTION 10.02. Survival of Representations and Warranties . Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, no representation or warranty in this Agreement shall survive the Closing.

     SECTION 10.03. Specific Performance . The parties hereto specifically acknowledge that monetary damages are not an adequate remedy for violations of this Agreement, and that any party hereto may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law and to the extent the party seeking such relief would be entitled on the merits to obtain such relief, each party waives any objection to the imposition of such relief.

     SECTION 10.04. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally, by facsimile or sent by overnight courier or by first class mail, postage prepaid, as follows:

(i) If to the Company, to:

Diamond Triumph Auto Glass, Inc.
220 Division Street
Kingston, Pennsylvania 18704
Attention: Chief Executive Officer
Facsimile: (570) 287-2149

With a copy to:

Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022
Attention: Howard A. Sobel, Esq.
Facsimile: 212-751-4864

(ii) If to Levine, to:

Kenneth Levine
405 Whitetail Road
Dalton, PA 18414
Facsimile: (570) 586-7733

With a copy to:

Terrence J. Herron
Hourigan, Kluger & Quinn
600 Third Avenue
Kingston, PA 18704
Facsimile: (570) 287-8005

(iii) If to GEI, to:

Green Equity Investors II, L.P.
11111 Santa Monica Boulevard
Suite 2000
Los Angeles, California 90025
Attention: Jonathan A. Seiffer
Facsimile: 310-954-0404

With a copy to:

Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, New York 10022
Attention: Howard A. Sobel, Esq.
Facsimile: 212-751-4864

If to any other holder of shares of Common Stock addressed to such holder at the address of such holder in the record books of the Company; or to such other address or addresses as shall be designated in writing. All notices shall be effective when received.

     SECTION 10.05. Entire Agreement . This Agreement and the documents described herein or attached or delivered pursuant hereto set forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement.

     SECTION 10.06. Amendment . Any provision of this Agreement may only be amended, modified or supplemented in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right. No investigation by Levine or GEI of the

Company prior to or after the date hereof shall stop or prevent Levine or GEI from exercising any right hereunder or be deemed to be a waiver of any such right.

     SECTION 10.07. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document.

     SECTION 10.08. Governing Law . This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed in that State without reference to its conflict of laws rules .

     SECTION 10.09. Successors and Assigns .

     Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the Company’s successors and assigns. Neither this Agreement nor any rights hereunder may be assigned by any party hereto in whole or in part without the prior written consent of the other party hereto; provided , however , that either Levine or GEI may assign all or part of its interest in this Agreement and its rights hereunder to any of its Affiliates and, thereafter, the term “Levine” or “GEI,” as applied to the assigning party, shall include any such Affiliate to the extent of such assignment and shall mean the assigning party and such Affiliates taken collectively.

     SECTION 10.10. No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     SECTION 10.11. Termination of Management Services Agreement . The parties hereto agree and acknowledge that, effective as of the Closing Date, the Management Services Agreement dated as of March 31, 1998, as in effect on the date hereof, shall be terminated in its entirety and shall thereafter have no further force and effect.

[ Signature Page Follows ]

     IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties hereto by their respective duly authorized officers, all as of the date first above written.

 S-1 

EXHIBIT A

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DIAMOND TRIUMPH AUTO GLASS, INC.

     DIAMOND TRIUMPH AUTO GLASS, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “ Corporation ”), DOES HEREBY CERTIFY:

     1. That the name of the Corporation is Diamond Triumph Auto Glass, Inc.

     2. That the name under which the company was originally incorporated is Triumph Auto Glass of Ohio, Inc.

     3. That the Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on the 8 ^th day of April, 1994.

     4. The first paragraph of Article FOURTH of the Certificate of Incorporation of the Corporation, as amended, is hereby further amended to read in its entirety as follows:

“The total number of shares of all class of stock which the Company shall have the authority to issue is four million one hundred thousand (4,100,000) of which one hundred thousand (100,000) shall be designated Preferred Stock, par value $.01 per share (hereinafter the “ Preferred Stock ”), and four million (4,000,000) shall be designated Common Stock, par value $.01 per share (hereinafter the “ Common Stock ”).”

     5. That, by written consent of the Board of Directors of the Corporation as of August 16, 2005, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring such amendment to be advisable and

directing its officers to submit the proposed amendment to the Certificate of Incorporation to the stockholders of the Corporation for their due consideration thereof.

     6. That, thereafter by written consent of the holders of more than fifty percent (50%) of the issued and outstanding shares of capital stock of the Corporation, the necessary number of shares required by statute was voted in favor of the amendment to the Certificate of Incorporation.

     7. That said amendment was duly adopted in accordance with the provisions of Section 242(b) of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, DIAMOND TRIUMPH AUTO GLASS, INC. has caused this Certificate of Amendment to be signed by Michael A. Sumsky, its President, Chief Operating Officer and General Counsel, this 16 ^th day of August, 2005.

Exhibit B

AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT

DATED AS OF _______ ___, 2005

by
and
among

GREEN EQUITY INVESTORS II, L.P.,

KENNETH LEVINE

and

DIAMOND TRIUMPH AUTO GLASS, INC.

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

     THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “ Agreement ”) is entered into as of ___, 2005, by and among Green Equity Investors II, L.P., a Delaware limited partnership (“ GEI ”), Kenneth Levine (the “ Executive ”), and Diamond Triumph Auto Glass, Inc., a Delaware corporation (the “ Company ”). Each of the parties to this Agreement (other than the Company) and any other individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof (a “ Person ”) who shall become a party to or agree to be bound by the terms of this Agreement after the date hereof, including any GEI Transferee or Executive Transferee, is sometimes hereinafter referred to as a “ Stockholder .” Kenneth Levine, together with his Permitted Transferees (as defined in Section 2.2(a)), is sometimes hereinafter referred to as the “ Executive Stockholders .” GEI, together with its Permitted Transferees, is sometimes hereinafter referred to as the “ GEI Parties .”

     In consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

ORGANIZATIONAL MATTERS

            Section 1.1 Election of Directors .

            (a) The Board of Directors of the Company and each Subsidiary shall consist of five members.

            (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “ Subsidiary ”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “ Executive Director ” and, collectively, such individuals are called the “ Executive Directors .”

            (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “ GEI Director ” and, collectively, such individuals are called the “ GEI Directors .”

            (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI

Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable.

            (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors.

            (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “ Board of Directors ”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal.

            (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided , that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided , that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive

Directors pursuant to Section 1.1(b) to such Executive Transferee; provided , that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided , that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election.

            (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

            Section 1.2 Board of Directors and Senior Management .

            (a) Immediately following the execution of this Agreement, the Board of Directors shall consist of the following members:

Each of such persons shall hold his or her office until his or her death, resignation or removal or until his or her successor shall have been duly elected and qualified. Each of the parties by signing this Agreement hereby consents to the election of the nominees to such initial Board of Directors as listed above, effective as of immediately following the execution of this Agreement. Except as otherwise agreed by a majority of the Executive Directors and a majority of the GEI Directors, the boards of directors of each Subsidiary shall consist of the same individuals as the Board of Directors of the Company referred to above.

            (b) Immediately following the execution of this Agreement, the senior management of the Company shall consist of the following officers:

            Section 1.3 Vacancies; Action by Stockholders . If a vacancy is created on the Board of Directors by reason of the death, disability, removal or resignation of any director, the party, if any, which under Section 1.1 is entitled to nominate the director whose death, disability, removal or resignation resulted in such vacancy shall be entitled to designate a new nominee to serve as director and (a) the Company shall seek action by written consent, as promptly as practicable following the identification of such nominee, to the election of such nominee as a member of the Board of Directors, and the Stockholders shall join in executing any such consent as promptly as practicable following such request or (b) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the election of such nominee to the Board of Directors, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such election.

            Section 1.4 Conduct of Business . Notwithstanding the fact that no vote of the Board of Directors or the Board of Directors of any Subsidiary may be required by applicable law or the certificate of incorporation or bylaws of the Company or such Subsidiary, or that a lesser percentage vote may be specified by law, by the certificate of incorporation or bylaws of the Company or such Subsidiary, by any agreement with any national securities exchange or otherwise, except as otherwise provided or contemplated in this Agreement, the Company shall not and shall not permit any Subsidiary, directly or indirectly, to take or consummate any of the actions referred to in clauses (a) through (y) of this Section 1.4 without the approval of a majority of the Board of Directors and the affirmative approval of the GEI Directors then in office:

            (a) the making, alteration, amendment or repeal of the certificate of incorporation, articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, membership agreement or other constituent documents of the Company or any Subsidiary, including the designations of any preferred stock or resolutions establishing any preferred stock;

            (b) (i) the sale of the Company or any Subsidiary or (ii) the merger, consolidation or other business combination of the Company or any Subsidiary with or into any other Person or a statutory share exchange between the Company or any Subsidiary and any other Person;

            (c) (i) the acquisition by the Company or any Subsidiary in any one transaction or series of related transactions, by purchase of securities or assets or otherwise, of

any Person, business or other enterprise, or any assets, for an amount in excess of $1,000,000 (other than acquisitions of assets in the ordinary course of business), (ii) the making of any investment (exclusive of amounts on deposit with banks or lending institutions and short term investments of excess cash) in any Person (or group of related Persons) in excess of $1,000,000 in any one transaction or series of related transactions (whether by way of exchange, purchase, capital contribution or otherwise), (iii) authorizing, or making, any loans, advances or guarantees to or for the benefit of any Persons in excess of $1,000,000, in the aggregate, or (iv) the acquisition by the Company or any Subsidiary of an option to make any such acquisition or investment;

            (d) the sale or divestiture in any one transaction or series of related transactions of any division or other business enterprise, or any assets, of the Company or any Subsidiary for an amount in excess of $1,000,000 (other than the sale of inventory and other assets in the ordinary course of business);

            (e) the creation of any material joint venture, partnership or other non-wholly owned entity;

            (f) the declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) or capital return in respect of any capital stock of the Company or any redemption, purchase or other acquisition by the Company or any Subsidiary of any shares of capital stock (other than (i) repurchases of capital stock from employees pursuant to the terms of any agreement entered into by the Company or any Subsidiary after the date hereof, provided that such agreement has been approved pursuant to Section 1.4(i), (ii) repurchases of Common Stock pursuant to Section 3.1 and 3.2 and (iii) repurchases of Common Stock pursuant to Article IX;

            (g) the issuance, delivery, sale, grant, pledge, encumbrance or transfer, whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise, of any shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of capital stock or other equity interests (including, without limitation, partnership or membership interests or any other interest or participation that confers on a Person the right to receive a share of the profits and losses, or distributions of assets) (collectively, “ Equity Interests ”) or any securities convertible into or exercisable for Equity Interests, other than the issuance of Common Stock pursuant to options approved in accordance with Section 1.4(h);

            (h) the issuance or grant of any stock option or other stock related rights or equity-based rewards pursuant to the Company Stock Option Plan (as defined below) and the approval of any proposed transfer by the employee of any Common Stock acquired thereunder for so long as such transfer is restricted under the terms of the Company Stock Option Plan;

            (i) the grant, enactment, implementation or authorization of any compensation plan or arrangement, including any incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) for the members of senior management of the Company or any Subsidiary

(which shall be deemed to include the Executive Stockholders) or entering into any agreement that provides for the acquisition by the Company or any Subsidiary of any shares of Common Stock;

            (j) (i) the election, appointment, removal or other termination of any member of senior management or change in any material respect the duties of such member, or (ii) the entry into, amendment or termination of, or waiver of any material provisions under, any employment, severance, consulting or other agreement with any member of senior management;

            (k) (i) the incurrence, creation, assumption, guarantee or otherwise becoming liable with respect to any indebtedness for borrowed money (including, without limitation, capitalized lease obligations) in excess of $1,000,000 aggregate principal amount, except pursuant to the Company’s existing revolving credit facility (the “ Credit Agreement ”), (ii) the amendment or modification of, or seeking or obtaining of any waiver under, the Credit Agreement, (iii) the issuance or sale of any debt securities of the Company or any Subsidiary, (iv) the assumption, guarantee or endorsement, or otherwise becoming liable or responsible (whether directly, contingently or otherwise) for, the obligations of any Person (other than as permitted in Section 1.4(c)(iii), obligations of Subsidiaries, and the endorsements of negotiable instruments for collection in each such case in the ordinary course of business), (v) refinancing, refunding, substituting or renewing existing indebtedness, or (vi) entering into or materially amending any contract, agreement, commitment or arrangement to effect any of the transactions prohibited by this clause (k);

            (l) the creation, incurrence, assumption of, or the suffering to exist of, any lien, pledge, charge, security interest or encumbrance of any kind (“ Lien ”) upon assets of the Company having an aggregate fair market value in excess of $1,000,000 (excluding Liens pursuant to the Credit Agreement upon the assets of the Company or any Subsidiary);

            (m) (i) the approval or amendment of the consolidated annual operating and capital budgets of the Company and its Subsidiaries or (ii) the making of any capital expenditures not otherwise provided for in the approved capital budget in excess of $1,000,000 in the aggregate;

            (n) engaging in any business which was not being conducted by the Company or any Subsidiary as of the date of this Agreement, other than reasonably related extensions of the businesses conducted by the Company and any Subsidiary on the date of this Agreement, or ceasing to be engaged in any material line of business engaged in by the Company or any Subsidiary as of the date of this Agreement;

            (o) entering into, amending, modifying, terminating or making any determination with respect to the extension or termination of any agreement, contract or arrangement with GEI, any Executive Stockholder, any GEI Transferee, any Executive Transferee or any of their respective Affiliates (as defined in Section 2.6(a));

            (p) engaging, retaining, paying or agreeing to pay the fees or expenses of any third party consultant or advisor other than in the ordinary course of business consistent with past practice;

            (q) instituting, voluntarily dismissing, terminating or settling any litigation or arbitration against the Company, any Subsidiary or any other Person involving claims or damages to the Company or any Subsidiary in excess of $250,000;

            (r) filing any petition by or on behalf of the Company or any Subsidiary seeking relief, or consenting to the institution of any proceeding against the Company or any Subsidiary seeking to adjudicate it as bankrupt or insolvent, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors;

            (s) liquidating, dissolving, reorganizing or recapitalizing the Company or any Subsidiary;

            (t) selecting, or changing, the auditors of the Company or any Subsidiary or changing or modifying the accounting policies of the Company or any Subsidiary other than as required by United States generally accepted accounting principles (“ GAAP ”);

            (u) entering into any contract or other agreement or arrangement (or series of related contracts, agreements or arrangements) involving anticipated receipts or expenditures or otherwise having a total value over the term of such contract, agreement or arrangement (without any present value discount) greater than $1,000,000, except for those contracts or other agreements or arrangements entered into by the Company or any Subsidiary in the ordinary course of business;

            (v) any increase or decrease in the number of persons constituting the Board of Directors of the Company or any Subsidiary;

            (w) the authorization of any public offering of securities of the Company for the account of the Company or any other person;

            (x) (i) the approval of the provision of indemnification on behalf of any officer or director of the Company or its Subsidiaries or (ii) the selection or approval of counsel to the Company; or

            (y) except as otherwise contemplated by this Section 1.4, the entering into of any contract, agreement, arrangement or commitment to do, the authorization, approval, ratification or confirmation of, or the delegation of the power to act on behalf of the Company or any Subsidiary or the Board of Directors in respect of, any of the foregoing.

For purposes of this Agreement, “ Company Stock Option Plan ” means a stock option plan which may be adopted by the Company relating to the issuance of options (to acquire Common Stock of the Company) to employees of the Company or a Subsidiary.

            Section 1.5 Meetings of Board of Directors . The Board of Directors shall meet on a regular basis, but in no event less than once every calendar quarter.

            Section 1.6 Information Reporting . The Company will deliver, or cause to be delivered to GEI, each Executive Stockholder and each GEI Transferee or Executive Transferee, if applicable, (a) as promptly as practicable, such financial and operating information as each

shall reasonably request and (b) as promptly as practicable, but in no event later than the date specified with respect to the relevant report, financial or other information in the Company’s Credit Agreement, such reports, financial and other information required to be delivered by the Company or any Subsidiary to the lenders pursuant to the Company’s Credit Agreement. In the event the Company’s Credit Agreement is terminated, the Company will continue to deliver such reports, financial and other information to GEI, each Executive Stockholder and each GEI Transferee or Executive Transferee, if applicable, on the timetable that would have been applicable had the Company’s Credit Agreement not been terminated. The recipients of such reports, financial and other information shall keep such materials and information confidential.

ARTICLE II.

RESTRICTIONS ON TRANSFER

            Section 2.1 Restrictions on Transfer .

            (a) Each Stockholder agrees that it will not, directly or indirectly, sell, hypothecate, give, convey, bequeath, transfer, assign, pledge or in any other way whatsoever encumber or dispose of (any such event, a “ Transfer ”) any shares of Common Stock now owned or hereafter acquired by such Person (or any interest therein) to any other Person, except as expressly permitted by this Agreement.

            (b) Any GEI Party or GEI Transferee may Transfer Common Stock if (i) (a) the Transfer occurs subsequent to the first anniversary of this Agreement (the “ Release Date ”), (b) such GEI Party or GEI Transferee complies with the other terms and conditions of this Agreement (including Article III) and (c) such Transfer is for consideration consisting solely of cash and/or Marketable Securities or (ii) the Transfer is pursuant to Article IX hereof.

            (c) Any Executive Stockholder or Executive Transferee may Transfer Common Stock if (a) the Transfer occurs subsequent to the Release Date, (b) such Executive Stockholder or Executive Transferee complies with the other terms and conditions of this Agreement (including Article III) and (c) such Transfer is for consideration consisting solely of cash and/or Marketable Securities.

            Section 2.2 Permitted Transfers .

            (a) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 and Section 2.4 hereof), the Executive or a GEI Party may, without complying with the obligations of Sections 3.1-3.3 hereof or Article IV hereof, Transfer Common Stock to any Permitted Transferee (as hereinafter defined) of such Stockholder; provided , however , that such Transfer shall be subject to the Permitted Transferee’s delivery to the Company and the other Stockholders of a duly executed agreement to be bound by the terms of this Agreement to the same extent applicable to the transferor and to Transfer the Transferred Common Stock back to the transferor if the Permitted Transferee ceases to be a Permitted Transferee of such Stockholder. “ Permitted Transferee ” means (a) in the case of the Executive, (i) any successor by death, (ii) any corporation or other entity at least fifty-one percent (51%) of the equity securities of which are owned, beneficially and of record, by the Executive and over which the Executive has the sole right to elect or appoint at least a majority

of the members of the board of directors or Persons performing similar functions, or (iii) any trust, partnership, limited liability company or other entity established for the benefit of the Executive and/or members of the Executive’s immediate family, provided that the Executive or his current spouse is the sole trustee of (or are the only individuals having similar controlling positions with respect to) such trust or other entity and (b) in the case of a GEI Party, an Affiliate of GEI. Any notice or/other document required to be delivered to a Permitted Transferee pursuant to this Agreement shall be deemed delivered for all purposes if delivered to the Stockholder who Transferred Common Stock to such Permitted Transferee. Each Permitted Transferee shall be deemed a Stockholder for all purposes of this Agreement.

            (b) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 and Section 2.4 hereof), an Executive Transferee or GEI Transferee may, without complying with the obligations of Sections 3.1-3.3 hereof or Article IV hereof, Transfer Common Stock to any controlled Affiliate of such an Executive Transferee or GEI Transferee; provided , however , that such Transfer shall be subject to the transferee’s delivery to the Company and the other Stockholders of a duly executed agreement to be bound by the terms of this Agreement to the same extent applicable to the transferor and to Transfer the Transferred Common Stock back to the transferor if such transferee ceases to be a controlled Affiliate of the transferor.

            Section 2.3 Compliance with Securities Laws . No Stockholder shall Transfer any Common Stock, and the Company shall not transfer on its books any shares of Common Stock, unless:

            (a) (i) such Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “ Securities Act ”), and is in compliance with any applicable state securities or blue sky laws or (ii) such Stockholder shall have furnished the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and any applicable state securities or blue sky laws and such Transfer shall not require the Company to register (or result in the Company being required to register) any securities (or any Transfer thereof) pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “ Commission ”) thereunder (the “ Exchange Act ”); and

            (b) the certificates, if any, representing such Common Stock issued to the transferee shall bear the following legend (or one to substantially similar effect):

“The shares represented by this certificate (the “ Shares ”) have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Shares have been acquired for investment and may not be sold, pledged or hypothecated in the United States in the absence of an effective registration statement for the Shares under the Securities Act or an exemption thereunder. The Shares are subject to restrictions contained in a Stockholders Agreement, dated as of August ___, 2005. The

Stockholders Agreement contains, among other things, certain provisions relating to the transfer of the Shares. No transfer, sale, assignment, pledge, hypothecation or other disposition of the Shares, directly or indirectly, may be made except in accordance with the provisions of such Stockholders Agreement. The holder of this certificate, by acceptance of this certificate, agrees to be bound by all of the provisions of such Stockholders Agreement applicable to the Shares.”

provided , however , that the conditions set forth in Section 2.3(b) shall not apply to any sale of Common Stock pursuant to (x) an effective registration statement under the Securities Act or (y) Rule 144 promulgated under the Securities Act (“ Rule 144 ”); provided , that such sale is not made prior to a Public Offering Event (as defined in Section 5.1).

            Section 2.4 Improper Transfer . Any attempt to Transfer or otherwise encumber any Common Stock in violation of this Agreement shall be null and void and neither the Company nor any registrar or transfer agent of such Common Stock shall give any effect to such attempted Transfer or encumbrance in its stock records.

            Section 2.5 Involuntary Transfer . In the case of any Transfer of title or beneficial ownership of Common Stock upon default, foreclosure, forfeit, court order or otherwise than by a voluntary decision on the part of a Stockholder (an “ Involuntary Transfer ”), such Stockholder, as the case may be (or such Stockholder’s legal representatives, as the case may be) shall promptly (but in no event later than two (2) business days after such Involuntary Transfer) furnish written notice to the Company and the other Stockholders, indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such Common Stock has been Transferred, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Nothing in this Section 2.5 shall be deemed to vest any Person who becomes a holder of Common Stock pursuant to an Involuntary Transfer with any rights under this Agreement. A Transfer effected by GEI pursuant to Article XI hereof shall not constitute an Involuntary Transfer hereunder.

            Section 2.6 Certain Definitions . For purposes of this Agreement:

            (a) An “ Affiliate ” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with the first Person.

            (b) The term “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether though the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, an individual human being cannot be “ controlled by ” another Person and no Executive Stockholder shall be deemed an Affiliate of any GEI Party.

            (c) “ Marketable Securities ” means any securities that are freely tradable by the holder thereof on one or more established public markets, including, but not limited to, any securities (A) which are listed or traded on a United States national securities exchange or the

NASDAQ Stock Market or (B) quoted on an established quotation system within or outside the United States that supports sufficient trading activity and volume to allow for the orderly disposition of such securities by the holders thereof.

ARTICLE III.

TRANSFER PROCEDURE; RIGHT OF FIRST REFUSAL

            Section 3.1 Right of First Refusal .

            (a) If, (i) following the Release Date, the Executive shall have received, and desires to accept, a bona fide arms’ length written offer (a “ Bona Fide Offer ”) from one or more Outside Parties (as hereinafter defined) for the purchase of Common Stock, (or the Executive shall have made a Bona Fide Offer for the sale of Common Stock and one or more Outside Parties desires to accept such Bona Fide Offer) for consideration consisting of cash or Marketable Securities, or (ii) an Executive Stockholder permits or suffers an Involuntary Transfer of any or all of such Executive Stockholder’s shares of Common Stock of the Company, then such Stockholders shall give a notice in writing (the “ Transfer Notice ”) to the Company and GEI setting forth such desire or providing notice of such Involuntary Transfer, which notice, in the case of a Bona Fide Offer, shall include the name and address of the Outside Party or Outside Parties making such Bona Fide Off