Amendment No. 2 to the
AAH Holdings Corporation Stockholders Agreement
This
Amendment No. 2, dated as of December 21, 2005, amends the AAH
Holdings Corporation Stockholders Agreement dated as of April 30,
2004, first
amended May 24, 2004 (the "Stockholders Agreement") by and among
(i) AAH
Holdings Corporation, a Delaware corporation (the "Company"), and
(ii) the
stockholders listed on the signature pages thereto (the
"Stockholders"). Terms
defined in the Stockholders Agreement and not otherwise defined
herein are used
herein as so defined.
WHEREAS, on April 30, 2004 the Stockholders and the Company entered
into
the Stockholders Agreement for the purpose of regulating certain
relationships
of the Stockholders with regard to the Company and certain
restrictions on the
Common Stock and other equity securities owned by the
Stockholders;
WHEREAS, the Stockholders Agreement was amended on May 24, 2005 to
allow
certain Permitted Transfers (as defined therein); and
WHEREAS, pursuant to Section 4.3 of the Stockholders Agreement,
the
Stockholders Agreement may be amended in certain respects as set
forth herein.
NOW,
THEREFORE, the Stockholders Agreement is hereby amended as
follows:
1.
Take Along. The following paragraph is added immediately
following
Section 2.4(c):
"(d)
In the event the consideration to be paid in exchange for Common
Stock
Equivalents in a Company Sale proposed pursuant to this Section 2.4
includes any
securities, and the receipt thereof by a Stockholder would require
under
applicable law (a) the registration or qualification of such
securities or of
any person as a broker or dealer or agent with respect to such
securities or (b)
the provision to any Stockholder of any information regarding the
Company, such
securities or the issuer thereof, such Stockholder shall not have
the right to
sell shares of Common Stock and Common Stock Equivalents in such
proposed
Company Sale. In such event, the Take Along Group shall have the
right, but not
the obligation, to cause to be paid to such Stockholder in lieu
thereof, against
surrender of the Common Stock Equivalents which would have
otherwise been
included in the Company Sale, an amount in cash equal to the Fair
Market Value
of such Common Stock Equivalents as of the date such securities
would have been
issued in exchange for such Common Stock Equivalents."
2.
Come Along. The following paragraph is added immediately
following
Section 2.5(d):
"(e)
In the event the consideration to be paid in exchange for shares
of
Common Stock in a Transfer proposed pursuant to this Section 2.5
includes any
securities, and the receipt thereof by a Stockholder would require
under
applicable law (a) the registration or qualification
<PAGE>
of such securities or of any person as a broker or dealer or agent
with respect
to such securities or (b) the provision to any Stockholder of any
information
regarding the Company, such securities or the issuer thereof, such
Stockholder
shall not have the right to transfer shares of Common Stock in such
proposed
Transfer. In such event, the Transferors shall have the right, but
not the
obligation, to cause to be paid to such Stockholder in lieu
thereof, against
surrender of the shares of Common Stock which would have otherwise
been
transferred by such Stockholder in the proposed Transfer, an amount
in cash
equal to the Fair Market Value of such shares of Common Stock as of
the date
such securities would have been issued in exchange for such shares
of Common
Stock."
3.
Rights of Participation. Section 2.7(a) is amended and restated
as
follows:
"(a) Rights of Participation. The Company hereby grants: (i) to
each Stockholder
so long as it shall own at least 5% of the Shares,
