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EXHIBIT 10.3
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AMENDMENT NO. 1 AND
CONSENT dated as of April 8, 1999
(this "Amendment"), among LPA HOLDING
CORP., a Delaware corporation (the
"Corporation"), VESTAR/LPT LIMITED
PARTNERSHIP, a Delaware limited
partnership ("Vestar"), LPA
INVESTMENT LLC, a Delaware limited
liability company ("LPA Investment")
and the management stockholders
listed herein (the "Management
Stockholders"), to the STOCKHOLDERS
AGREEMENT (the "Original Agreement"
and, as amended, this "Agreement"),
dated as of May 11, 1998, among the
Corporation, Vestar, LPA Investment
and the management stockholders
listed therein. Capitalized terms
used but not defined herein shall
have the meanings ascribed to them in
the Original Agreement.
In consideration of the premises and the mutual benefits to be derived
from this Amendment and the covenants, agreements and conditions hereinafter set
forth, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENT
1.1 AMENDMENT OF ARTICLE I
(a) The following definitions are deleted in their entirety and
replaced with the following definitions:
"Independent Director": has the meaning ascribed to it in Section
2.2(d).
"Management Director": has the meaning ascribed to it in
Section 2.2(c).
1.2 AMENDMENT OF ARTICLE II
(b) The first sentence of Section 2.1 of the Stockholders Agreement
is hereby deleted in its entirety and replaced with the following language:
"Each Stockholder shall, from time to time, take such action in its
capacity as a stockholder of the Corporation, including the voting of the
Shares owned or controlled by such Stockholder, as may be necessary, to
cause the Corporation to be managed by a Board consisting of between five
and eight Directors, as such number is designated from time to time by the
Requisite LPA Investment Stockholders, or such larger number of directors
as may be designated by the Requisite Stockholders."
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(c) Section 2.2(d) of the Stockholders Agreement is hereby deleted in
its entirety and replaced with the following language:
"if the Board consists of more than five persons, at least two of the
remaining Directors shall be an individual who is not an employee,
director, officer or Affiliate of the Corporation or any Stockholder
thereof (the "Independent Director") to be mutually selected by the
Requisite LPA Investment Stockholders and the Requisite Management
Stockholders."
1.3 WAIVER AND CONSENT
(a) The parties hereto acknowledge that the Board of Directors of the
Corporation (the "Board") has been increased from five directors to eight
directors. By signing below, the parties hereto consent to such increase in
the size of the Board and waive any resultant violations of Sections 2.1
and 2.2 of the Stockholders Agreement.
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 AGREEMENT.
Except as modified by this Amendment, the Original Agreement shall remain
in full force and effect, enforceable in accordance with its terms. This
Amendment is not a consent to any waiver or modification of any other terms or
conditions of the Agreement or any of the instruments or documents referred to
in the Agreement and shall not prejudice any right or rights which the parties
thereto may now or hereafter have under or in connection with the Agreement or
any of the instruments or documents referred to therein.
2.2 COUNTERPARTS.
This Amendment may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.
2.3 GOVERNING LAW.
This Amendment shall be governed and construed in accordance with the laws
of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 and Consent as of the date first written above.
LPA HOLDING CORP.
By:
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Name:
Title:
LPA INVESTMENT LLC
By:
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Name:
Title:
VESTAR/LPT LIMITED PARTNERSHIP
By:
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Name:
Title:
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James R. Kahl
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Rebecca Perry
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David J. Anglewicz
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Susan Stanton
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