EXHIBIT C
EXECUTION VERSION
FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated
as of December 18, 2003 (this "Amendment"), by and among Xxxxx Xxxxxxxx, Xxxxxx
Xxxx Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxx
(Xxxxx) Recanati, Xxxxx Xxxxxxxx, the SEAVIEW Trust and The Xxxxxxx Xxxxxxxx
Trust (collectively, the "Stockholders"). Capitalized terms not otherwise
defined herein shall have the respective meanings given to such terms in the
Amended and Restated Stockholders Agreement, dated as of April 16, 2003 (the
"Stockholders Agreement"), by and among the Stockholders.
WHEREAS, the Stockholders are parties to the Stockholders Agreement; and
WHEREAS, the Stockholders wish to amend that certain Stockholders
Agreement pursuant to the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and obligations hereinafter set forth, the parties hereto,
intending to be legally bound, hereby amend the Stockholders Agreement and agree
as follows:
1. The last sentence of Paragraph 2(b) is amended in its entirety to
read as follows:
For the purpose of determining a Majority Vote of the FMC, each
Member shall vote the number of Shares such Member owns; provided,
however, that (i) with respect to Ariel, the Shares held by Lenny,
Xxxxx and SEAVIEW, or the permitted transferees of Lenny, Xxxxx and
SEAVIEW, shall be deemed to be Shares owned by Ariel for such voting
purpose, (ii) with respect to Xxxxxxx, the Shares held by the MR
Trust, or the permitted transferees of the MR Trust, shall be deemed
to be Shares owned by Xxxxxxx for such voting purpose and (iii) with
respect to all Members, the Shares transferred (whether a transfer
of all or some of the Shares of a Member) to a permitted transferee
of a Member during such Member's lifetime shall be deemed to be
Shares owned by such Member for such voting purpose, except that the
Shares transferred by a Member to a permitted transferee who is also
a Member will instead be deemed to be Shares owned by the Member to
whom the Shares were transferred to for such voting purpose.
2. Except as expressly provided herein, the provisions of the
Stockholders Agreement shall remain unchanged and in full force and
effect.
3. This Amendment may be executed in two or more counterparts and each
counterpart shall be deemed to be an original and which counterparts
together shall constitute one and the same agreement of the parties
hereto.
4. This Amendment shall be governed by and construed in accordance with
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the laws of the State of New York.
5. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart of this Amendment.
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IN WITNESS WHEREOF, this Amendment has been executed by each of the
Stockholders on the date first above written.
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
/s/ Oudi Recanati
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XXXXXX XXXX XXXX XXXXXXXX
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
/s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXX RECANATI
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxxx
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XXXX (XXXXX) RECANATI
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
THE XXXXXXX XXXXXXXX TRUST
/s/ Xxxxxxx Xxxxxxxx
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By: Xxxxxxx Xxxxxxxx, as Investment Trustee
/s/ Xxxxxx Xxxxxxx
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By: Xxxxxx Xxxxxxx, as Investment Trustee
SEAVIEW TRUST
/s/ Xxxxx Xxxxxxxx
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By: Xxxxx Xxxxxxxx, as Trustee
