AMENDMENT TO AMENDED AND
RESTATED
STOCKHOLDERS AGREEMENT
This Amendment
(the “ Amendment ”), dated as of
December 2, 2005 is made and entered into pursuant to
Section 16 of the Amended and Restated Stockholders Agreement
(the “ Stockholders Agreement ”), dated as of
October 19, 1999 among Day International Group, Inc. (the
“ Company ”), Greenwich IV LLC (“
Greenwich ”), SGC Partners I LLC (“ SG
”), the holders of Company Preference Stock signatory thereto
(“ Preference Holders ” ) , and the
Employee Stockholders signatory thereto (together with Greenwich,
SG and the Preference Holders, the “ Stockholders
”). Capitalized terms used herein and not defined herein
shall have the meanings given such terms in the Stockholders
Agreement.
WHEREAS, the
Company is redeeming all of the outstanding 18% Preferred Stock as
of the date hereof;
WHEREAS, the
stockholders of the Company have amended (i) the Certificate
of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of 18% Convertible
Cumulative Preference Stock due 2010 and Qualifications,
Limitations and Restrictions Thereof relating to the 18%
Convertible Cumulative Preference Stock due 2010 of the Company
(the “ 18% Preferred Stock ”) and (ii) the
Certificate of Incorporation of the Company, to provide that the
holders of the 18% Preferred Stock will receive Class C
Non-Voting Common Stock of the Company, par value $0.01 per share
(the “ Class C Common Stock ”), instead of
Future Warrants upon an optional redemption of the 18% Preferred
Stock; and
WHEREAS, the
undersigned, being the Company, Greenwich, SG, the holders of at
least a majority of the outstanding Employee Stock and the holders
of a majority of the outstanding shares held by Preference Holders
desire to amend the Stockholders Agreement to add the Class C
Common Stock to the Stockholders Agreement as provided in this
Amendment.
NOW, THEREFORE, in
consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby amend the Stockholders
Agreement as follows:
|
1.
|
|
Delete the second
“WHEREAS” clause in its entirety and replace it with
the following:
|
|
|
|
|
|
|
|
“WHEREAS, the Company has
three classes of Common stock, Class A Common Stock, par value
$0.01 per share (the “ Voting Common Stock ”),
Class B Non-Voting Common Stock, par value $0.01 per share
(the “ Class B Common Stock ”), and
Class C Non-Voting Common Stock, par value $0.01 per share
(the “ Class C Common Stock ”; together
with the Class B Common Stock, the “ Non-Voting
Common Stock ”; and together with the Voting Common Stock
and the Class B Common Stock, the “ Common Stock
”).
|
|
2.
|
|
In
Section 2, after the definition of “Certificate of
Designation,” insert the following new defined
term:
|
|
|
|
|
|
|
|
“Class C Common
Stock” is defined in the second “Whereas”
clause.
|
|
|
|
|
|
3.
|
|
In
Section 2, after the definition of “Qualified Public
Offering,” insert the following new defined term:
|
|
|
|
|
|
|
|
“Redemption Common
Stock” means Class C Common Stock and any shares of the
Company’s Common Stock (including, without limitation,
Class A Common Stock) that may be issued directly or
indirectly upon the exchange or conversion of any Class C
Common Stock.
|
|
|
|
|
|
4.
|
|
Delete the definition of
“Warrant Shares” in its
|
|
