EX-10.5 20 b51510asexv10w5.txt AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT OF AAH HOLDINGS CORPORATION DATED AS OF MAY 24, 2004 Exhibit 10(5) Amendment No. 1 to the AAH Holdings Corporation Stockholders Agreement This Amendment No. 1, dated as of May 24, 2004, amends the AAH Holdings Corporation Stockholders Agreement dated as of April 30, 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 parties desire to permit certain transfers among Stockholders of the Company within ninety (90) days of the date of the Stockholders Agreement; and WHEREAS, pursuant to Section 4.3 of the Stockholders Agreement, the Stockholders Agreement may be amended in certain respects by a majority of the Berkshire Stockholders, the WP Stockholders, the Management Stockholders and the Other Stockholders. NOW, THEREFORE, the Stockholders Agreement is hereby amended as follows: 1. Definitions. In Section 1.2, the following language is added after clause (v) in the definition of "Permitted Transfer" and before the proviso in such definition: "and (vi) within ninety (90) days of the date of the Stockholders Agreement, a Transfer of Shares by any Stockholder to any of the Berkshire Stockholders and/or the WP Stockholders, with the consent of the Berkshire Stockholders and the WP Stockholders." 2. Miscellaneous. Except to the extent specifically amended by this Amendment No. 1, the Stockholders Agreement as currently in effect shall remain unmodified, and the Stockholders Agreement, as amended hereby is confirmed as being in full force and effect. This Amendment shall be governed by the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. This Amendment may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the undersigned, representing the Company and a majority of each of the Berkshire Stockholders, the WP Stockholders, the Management Stockholders and the Other Stockholders have caused this Amendment No. 1 to the Stockholders Agreement to be duly executed as of the day and year first above written. THE COMPANY: AAH HOLDINGS CORPORATION By: /s/ Robert J. Small --------------------------------- Name: Robert J. Small Title: President BERKSHIRE STOCKHOLDERS: BERKSHIRE FUND V INVESTMENT CORP. By: /s/ Robert J. Small ------------------------------------- Name: Robert J. Small Title: Vice President BERKSHIRE FUND VI INVESTMENT CORP. By: /s/ Robert J. Small ------------------------------------- Name: Robert J. Small Title: Vice President BERKSHIRE INVESTORS LLC By: /s/ Robert J. Small ------------------------------------- Name: Robert J. Small Title: Managing Director WP STOCKHOLDERS: WESTON PRESIDIO CAPITAL IV, L.P. By: Weston Presidio Capital Management IV, LLC, its general partner By: /s/ Kevin M. Hayes ------------------------------------- Name: Kevin M. Hayes Title: Member WPC ENTREPRENEUR FUND II, L.P. By: Weston Presidio Capital Management IV, LLC, its general partner By: /s/ Kevin M. Hayes ------------------------------------- Name: Kevin M. Hayes Title: Member OTHER STOCKHOLDERS: SPECIALTY INVESTMENT I, LLC By: /s/ Alan Goldstein ------------------------------------- Name: Alan Goldstein Title: CFO & Manager SQUAM LAKE INVESTORS VI, LP By: /s/ Bill Doherty ------------------------------------- Name: Bill Doherty Title: Vice President SUNAPEE SECURITIES, INC. By: /s/ Mary Welch ------------------------------------- Name: Mary Welch Title: Assistant Treasurer WABAN INVESTORS II, LP By: /s/ Gordon A. Bean ------------------------------------ Name: Gordon A. Bean Title: Assistant Clerk RGIP, LLC By: /s/ R. Bradford Malt ------------------------------------ Name: R. Bradford Malt Title: Managing Member MANAGEMENT STOCKHOLDERS: /s/ Gerald Rittenberg ----------------------------------------- Gerald Rittenberg /s/ James Harrison ----------------------------------------- James Harrison Paul Ansolabehere Sheldon Babyatsky Fred Berg Laura Bucci John Conlon Michael Correale Kerry Cusato Ken Danforth Margaret Davis Barbara Devos Dawn Dodge James Dotti Dorothy Dyer Willard Finch James Flanagan Rose Giagrande Marie Gransbury Randy Harris Deborah Hatley Sean Hersey Derek Itzla Paula Kochon Katherine A. Kurtz Scott Lametto Craig Leaf William Mark Jackie Mather Karen McKenzie Michael Mostrom Cindi Olsen James Plutt George Reichel Paul Rosenbaum Maria Rubeo Christine Sacramone David Sherman Mark Sifferlin MaryLynn Slusher Diane D. Spaar Keith Spaar Greg Stack Eric Stollman Angela Stroh Walter Thompson Scott Van Reeth Patrick Venuti Deborah Warren Craig Wiechman Robert Yedowitz /s/ James Harrison ----------------------------------------- By: James Harrison, the attorney-in-fact for each of the Stockholders listed above, in his capacity as Management Proxy pursuant to Section 4.1 of the Stockholders Agreement.