Exhibit 10.9





EXHIBIT 10.9




AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT




This Amendment No. 1 to Stockholders Agreement (this “Amendment”) is effective as of
January 31, 2006 (the “Effective Date”), by and among AMH Holdings II, Inc., a Delaware
corporation (the “Company”) and each of the stockholders of the Company parties to the
Stockholders Agreement, dated as of December 22, 2004 (the “Stockholders Agreement”).



W I T N E S S E T H:




WHEREAS, upon the terms and subject to the conditions contained in this Amendment, and in
accordance with Section 6.14 of the Stockholders Agreement, the signatories hereto, including the
Company, the Investcorp Investors, the Harvest Funds and a majority in interests of the Requisite
Disinterested Holders, desire to amend the Stockholders Agreement as set forth herein.



NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this
Amendment, the parties hereto hereby agree as follows:



1. Certain Definitions.




All capitalized terms used in this Amendment and not otherwise defined herein shall have the
meanings assigned to them in the Stockholders Agreement, as amended by this Amendment.



2. Amendments.





The Stockholders Agreement is hereby amended as follows:



2.1. Recitals. The fourth “WHEREAS” clause of the Stockholders Agreement is amended
by deleting such clause in its entirety and replacing such clause with the following three
“WHEREAS” clauses:




“WHEREAS, (i) the Company has adopted a Stock Option Plan (as defined below) and (ii)
Holdings has in place its AMH Holdings, Inc. 2002 Stock Option Plan (the “Holdings
Plan”), in each case for certain members of management and key employees of the Company
and its subsidiaries;




WHEREAS, pursuant to an Agreement, dated as of December 22, 2004, among the Company and
each holder of options granted pursuant to the Holdings Plan (such options “Holdings
Plan Options”; and each holder thereof, a “Holdings Plan Option Holder”), each
Holdings Plan Option Holder has agreed, upon any exercise of his or her Holdings Plan
Options: (i) to accept from the Company, in lieu of the shares of Holdings common stock
otherwise issuable thereupon, an equivalent number of shares of Class B non-voting common
stock of the Company and (ii) that the issuance of such Class B non-voting common stock of
the Company shall be conditioned upon the execution and delivery by such Holdings Plan
Option Holder of a joinder agreement pursuant to which
such Holdings Plan Option Holder becomes party to, and agrees to be bound by all of the
provisions of, the Stockholders Agreement;


 


 









 






WHEREAS, pursuant to the Stock Option Plan and the Holdings Plan, any Equity Securities
issuable upon the exercise of the Stock Options (as defined below) shall be subject to, and
have the benefit of, the terms of this Agreement to the extent expressly provided for
herein;”.



2.2. Section 1.1 (Certain Definitions). Section 1.1 of the Stockholders Agreement is
amended by amending the definition of “Existing Investors,” in its entirety to read as follows:




““Existing Investors” shall mean, at any time, (i) the Harvest Funds, (ii) the
Financial Investors, (iii) the Executives, (iv) solely for purposes of clause (ii) of
Section 4.7(d) hereof and, for the avoidance of doubt, not for purposes of any other
provision of this Agreement, each Holdings Plan Option Holder, in each case from and after
the time he or she shall have exercised all or any portion his or her Holdings Plan Options,
but only with respect to Holdings Plan Options exercised at such time, and (v) each of the
respective Permitted Transferees of any of the Persons named in the foregoing clauses (i) —
(iv), in each case who hold Equity Securities of the Company as of such time.”.



2.3. Section 4.7(d)(ii) (Recapitalizations). Clause (ii) of Section 4.7(d) of the
Stockholders Agreement is hereby amended by deleting such clause in its entirety and adding the
following clause (ii) in lieu thereof:




“(ii) Second, to the extent the Recap Event Amount exceeds the amount to be
paid pursuant to clause (i) above, the Company shall repurchase from the Existing Investors
Equity Securities (and, to the extent the Board approves (by Special Board Approval) their
repurchase in connection with such Recap Event, Options or Stock Options then held by the
Existing Investors) at the Per Share Price (net of the exercise price for any such Options
or Stock Options), pro rata, in proportion to the Equity Securities
(including any such Options or Stock Options participating in such Recap Event upon Special
Board Approval) owned or held by such Existing Investors, provided that the aggregate amount
paid pursuant to this clause shall not exceed the Target Amount (which amount shall be
reduced by all amounts paid to the Existing Investors pursuant to this clause (ii) upon
repurchase of Equity Securities in connection with prior Recap Events), provided, that in
the case of an Investcorp Recap Event, each Existing Investor shall be entitled to elect not
to sell all or any of its shares otherwise subject to repurchase under this clause and under
clause (iii) below; and”.



3. General Matters.




3.1. Effectiveness of this Amendment. This Amendment shall become effective as of the
Effective Date, During all such times that this Amendment is in effect, if any terms or purposes
of this Amendment are inconsistent or
conflict with the terms of the Stockholders Agreement existing prior to the effectiveness of
this Amendment, then the inconsistent or conflicting terms or purposes of this Amendment shall
govern.


 


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3.2. Further Assurances. Each of the parties hereto shall duly execute and deliver,
or cause to be executed and delivered, such further instruments and perform or cause to be
performed such further acts as may be necessary or proper to carry out the provisions and purposes
of this Amendment.



3.3. Amendment of Other Documents. All other documents or instruments pertaining to
the Stockholders Agreement are hereby modified and amended to the extent necessary to conform them
to, or to cause them to accurately reflect, the modifications to the terms of the Stockholders
Agreement, as modified by this Amendment.



3.4. Ratification. Except as provided in this Amendment, the Stockholders Agreement
shall remain in full force and effect and, as amended hereby, the Stockholders Agreement is in all
respects ratified and confirmed.



3.5. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York except for its conflicts of law rules.



3.6. Entire Agreement. This Amendment constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter hereof and supercedes
all prior agreements and understandings, commitments, inducements or conditions with respect
thereto, whether express or implied, oral or written.



3.7. Counterparts. This Amendment may be executed in the original or via facsimile in
any number of counterparts, each of which shall be effective only upon delivery and thereafter
shall be deemed to be an original, and all of which shall be taken to be one and the same
instrument with the same effect as if each of the parties hereto had signed the same signature
page.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;




SIGNATURES APPEAR ON FOLLOWING PAGE]




 


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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the Effective
Date.



	 	 	 	 	 	 	 
	 	 	AMH HOLDINGS II, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	AMH HOLDINGS, INC., for purposes of Section 7.1 only
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	APOLLO INVESTMENT CORPORATION, 
for purposes of Section 4.2 only
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


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	 	 	HARVEST PARTNERS III, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Harvest Associates III, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HARVEST PARTNERS III, GbR	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Harvest Associates III, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HARVEST PARTNERS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Harvest Associates IV, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HARVEST PARTNERS IV GmbH & Co. KG	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Harvest Associates IV, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


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	 	 	INVESTCORP 2005 AMH HOLDINGS II PORTFOLIO LIMITED
PARTNERSHIP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	Investcorp Investment Holdings Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	 	By: 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:    Director	 	 
	 
	 	 	 	 	 	 
	 	 	INVESTCORP COINVESTMENT PARTNERS I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	Investcorp Coinvestment Manager LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	Investcorp International Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	By: 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James O. Egan	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	INVESTCORP COINVESTMENT PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	Investcorp Coinvestment Manager LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	Investcorp International Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	By: 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James O. Egan	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	AM EQUITY LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	Name: Martonmere Services Ltd.	 	 
	 

	 	 	Title:   Director	 	 
	 
	 	 	 	 	 	 
	 	 	AM INVESTMENTS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	Name: Martonmere Services Ltd.	 	 
	 

	 	 	Title:   Director	 	 
	 
	 	 	 	 	 	 
	 	 	ASSOCIATED EQUITY LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	Name: Martonmere Services Ltd.	 	 
	 

	 	 	Title:   Director	 	 
	 
	 	 	 	 	 	 
	 	 	ASSOCIATED INVESTMENTS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	Name: Martonmere Services Ltd.	 	 
	 

	 	 	Title:   Director	 	 






 


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	 	 	BANCBOSTON CAPITAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PRIVATE EQUITY PORTFOLIO FUND II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GE CAPITAL EQUITY CAPITAL GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	OLD HICKORY FUND I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PPM America, Inc.,

its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PPM AMERICA PRIVATE EQUITY FUND L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PPM America Capital Partners, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


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	 	 	ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abbott Capital Private Equity Partners III,

L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Abbott Capital Management, L.L.C.

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BNY PARTNERS FUND L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BNY Private Investment Management, Inc.,

Member Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NEW YORK LIFE CAPITAL PARTNERS II L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NYLCAP Manager LLC, its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BOARD OF TRUSTEES OF THE TEXAS GROWTH FUND
II, AS TRUSTEE FOR THE TEXAS GROWTH FUND II — 1998 TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TGF II Management, L.P., as
Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	TGF Management Corp., as General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


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	 	 	WESTON PRESIDIO CAPITAL III, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WESTON PRESIDIO CAPITAL IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WPC ENTREPRENEUR FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WPC ENTREPRENEUR FUND II, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LIBERTY MUTUAL INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY EQUITY PARTNERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


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	 	 	GREAT LAKES CAPITAL INVESTMENTS IV, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	3755428 CANADA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


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MICHAEL CAPORALE, JR.
	 	 
	 
	 	 	 	 
	 

	 	 

KENNETH L. BLOOM
	 	 
	 
	 	 	 	 
	 

	 	 

D. KEITH LAVANWAY
	 	 







 


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