GNC 2008 Annual Report Download - page 207

GNC Acquisition Holdings Inc.
c/o Ares Management LLC
1999 Avenue of the Stars
Los Angeles, California 90067
Facsimile: [phone]
Attention: David Kaplan
and
GNC Acquisition Holdings Inc.
c/o Ontario Teachers' Pension Plan Board
5650 Yonge Street
Toronto, Ontario M2M 4H5
Facsimile: [phone]
Attention: Lee Sienna
with a copy to: [phone]
Attention: Legal Department
with a copy to
Proskauer Rose LLP
2049 Century Park East, Suite 3200
Los Angeles, CA 90067
Facsimile: [phone]
Attention: Michael A. Woronoff, Esq.
SECTION 6.02. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their
respective successors and permitted assigns, and the Co-Investors shall be bound by the provision in this Agreement pursuant to the terms of the Co-Investor
Agreement. Except as set forth in Section 5.05, nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than
the parties to this Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any
agreement or any provision contained herein.
SECTION 6.03. Amendment. This Agreement may not be amended, restated, modified or supplemented in any respect and the observance of any term
of this Agreement may not be waived except by a written instrument executed by Ares and Teachers and (i) to the extent (and only to the extent) any
particular Stockholder's or Stockholders' rights hereunder are uniquely and adversely affected by such amendment, modification, supplement or waiver (other
than any amendment, modification, supplement or waiver that affects the interests of the Minority Stockholders as a group, in which case clause (ii) shall
apply), by such Stockholder or Stockholders, as applicable, or (ii) to the extent (and only to the extent) the interests of the Stockholders (other than Ares and
Teachers and their respective Related Persons) (the "Minority Stockholders") as a group are adversely affected by such amendment, modification, supplement
or waiver, by a majority (based on the number of shares of Stock owned by each Minority Stockholder at the time of such amendment, modification,
supplement or waiver) of the Minority Stockholders. No consent of any Minority Stockholder shall be required to the joinder of those Persons who become
parties hereto by executing a Joinder Agreement or Co-Investor Joinder Agreement in accordance to the terms of this Agreement.
SECTION 6.04. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or any Stockholder except as otherwise expressly stated hereunder or with the prior written consent of Ares and Teachers.