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Exhibit 4.4
FIRST AMENDMENT
TO
STOCKHOLDERS AGREEMENT
This First Amendment to Stockholders Agreement
(this " Amendment "), dated as of March 8, 2005, relates to
the Stockholders Agreement (as amended and in effect from time to
time, the " Stockholders Agreement ") by and among Gregg
Appliances, Inc., an Indiana corporation (the " Company "),
Gregg Investment Corporation, LLC, a Delaware limited liability
company (the " Investor "), FS Equity Partners V, L.P., a
Delaware limited partnership (" FSEP V "), Jerry W.
Throgmartin, Gregg William Throgmartin and Dennis L.
May.
R E C
I T A L S
A. A.S.F. Co-Investment Partners II, L.P. and
California State Teachers’ Retirement System (collectively,
the " Purchasers ") are purchasing from FSEP V and its
affiliate, FS Affiliates V, L.P., a portion of the membership
interests held by them in the Investor (the " Offered
Interest ").
B. To induce the Purchasers to purchase the
Offered Interest, the Purchasers have requested the right to
observe the meetings of the board of directors of the
Company.
C. The parties hereto have agreed that it is
desirable to amend the Stockholders Agreement to grant the
Purchasers the right to observe meetings of the board of directors
of the Company.
D. All capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Stockholders Agreement.
A G R
E E M E N T
NOW, THEREFORE, in consideration of the foregoing
recitals, the parties, intending to be legally bound, agree as
follows:
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