GNC 2008 Annual Report Download - page 177

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of February 12, 2008, by and among GNC
Acquisition Holdings Inc., a Delaware corporation (the "Company"), Ares Corporate Opportunities Fund II, L.P., Ontario Teachers' Pension Plan Board and
the stockholders listed on Schedule A hereto (such parties and each Person listed on Schedule A hereto and executing a Joinder Agreement, individually, a
"Stockholder" and, collectively, the "Stockholders").
WHEREAS, the parties hereto entered into the Stockholders Agreement, dated as of March 16, 2007 (the "Original Agreement") to provide for certain
rights and restrictions with respect to the Stock (as defined below).
WHEREAS, in connection with the execution of the Original Agreement, Ares (as defined below) entered into a Co-Investors Agreement, dated as of
March 16, 2007, with the Co-Investors (as defined below) pursuant to which the Co-Investors agree to be bound by the provisions of this Agreement binding
on Stockholders pursuant to the terms set forth therein.
NOW, THEREFORE, the parties mutually agree as follows:
ARTICLE I.
DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:
"Additional Stock" has the meaning set forth in Section 4.05(a).
"Affiliate" of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing. No Person shall be deemed to be an Affiliate of another Person solely by virtue of the fact that
both Persons own shares of the Company's Capital Stock.
"Approved Annual Budget" has the meaning set forth in Section 4.06(b)(x).
"Ares" means Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership.
"Ares Directors" has the meaning set forth in Section 4.06(a)(ii)(A).
"Ares Investors" means Ares, the Co-Investors and their respective Related Persons and their respective Permitted Transferees, provided that in no
event shall Teachers constitute an Ares Investor for any purpose.
"Board" means the Board of Directors of the Company.