Amendment No. 3 to the
AAH Holdings Corporation Stockholders Agreement
This
Amendment No. 3, dated as of September 29, 2006, amends the AAH
Holdings Corporation Stockholders Agreement dated as of April 30,
2004, first
amended May 24, 2004 and second amended December 21, 2005 (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 in certain respects
on May
24, 2005 and December 21, 2005; 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.
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, (ii) to each
Berkshire
Stockholder so long as the Berkshire Stockholders collectively own
at least 5%
of the Shares, (iii) to each WP Stockholder so long as the WP
Stockholders
collectively own at least 5% of the Shares, and (iv) to each
Stockholder listed
on Exhibit C hereof so long as it shall own at least the number of
Shares set
forth on such Exhibit, the right to purchase up to a pro rata
portion of New
Securities (as defined in paragraph (b) below) which the Company,
from time to
time, proposes to sell or issue following the date hereof. For
purposes of this
Section 2.7(a), a Stockholder's pro rata portion, for purposes of
this Section
2.7, is the product of (A) a fraction, the numerator of which is
the number of
outstanding Shares which such Stockholder then owns (on a fully
diluted basis
after giving effect to the exercise of all Rollover Options, if
any, and the
conversion of all securities convertible into or exchangeable for
Common Stock)
and the denominator of which is the total number of such Shares
held by all
Stockholders (on a fully diluted basis after giving effect to the
exercise of
all Rollover Options, if any and the conversion of all securities
convertible
into or exchangeable for Common Stock), multiplied by (B) the
number of New
Securities the Company proposes to sell or issue.
Notwithstanding the foregoing, in the event that the participation
by any
Stockholder in a sale by the Company of New Securities would
require under
applicable law (x) the registration or qualification of such
securities or of
any Person as a broker or dealer or agent with respect to
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such securities or (y) in the case of those Stockholders specified
under clause
(i) in the preceding paragraph, the provision to any such
Stockholder of any
material non-public information regarding the Company or such
securities, such
Stockholder shall not have the right to purchase New
Securitie
