AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
EXHIBIT 10.19
Execution Version
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 to Investor Rights Agreement (this Amendment) is entered into as of April 4, 2006, by and among Radnor Holdings Corporation, a Delaware corporation (the Company), the shareholders of the Company listed on the signature pages hereof under the heading Management Shareholders (the Management Shareholders), and Special Value Expansion Fund, LLC and Special Value Opportunities Fund, LLC (the Investors).
RECITALS
WHEREAS, the Company, the Management Shareholders and the Investors are parties to that certain Investor Rights Agreement dated as of October 27, 2005 (the Investor Rights Agreement);
WHEREAS, the Investors constitute the Required Investors under and as defined in the Investor Rights Agreement; and
WHEREAS, the parties desire to amend the Investor Rights Agreement in accordance with the terms of this Amendment. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term (whether directly or by reference to another agreement or document) in the Investor Rights Agreement.
NOW, THEREFORE, the parties agree as follows:
I. AMENDMENTS
Section 1.1. Amendment to Section 1.1 of the Investor Rights Agreement. Section 1.1 of the Investor Rights Agreement is hereby amended by deleting and replacing, or adding thereto, as the case may be, the following definitions in proper alphabetical order:
Kennedy Employment Agreement shall mean that certain Employment Agreement, dated as of October 26, 2005, by and between the Company and Michael T. Kennedy, as amended on April 3, 2006.
Warrants shall mean (i) the Warrants dated the date hereof in the name of the Investors, and (ii) the Warrants dated April 4, 2006 in the name of the Investors and, in each case, any replacement, adjustments or balance warrants hereafter issued by the Company with respect thereto.
Section 1.2. Amendment to Exhibit A to the Investor Rights Agreement. Exhibit A to the Investor Rights Agreement is hereby amended and restated in full by deleting it in its entirety and replacing it with Exhibit A attached hereto.
II. MISCELLANEOUS.
2.1. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall he deemed an original, but all of which together shall constitute one instrument.
2.2. Operative Document. This Amendment shall constitute an Operative Document under and as defined in that certain Purchase Agreement of even date herewith, by and between the Company and the Investors, and shall be subject to the provisions regarding governing law, waiver of jury trial, jurisdiction and venue applicable to the Investor Rights Agreement.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the day and year first above written.
THE COMPANY: | ||
RADNOR HOLDINGS CORPORATION | ||
By: | /s/ Michael T. Kennedy | |
Michael T. Kennedy President and Chief Executive Officer | ||
THE MANAGEMENT SHAREHOLDERS: | ||
By: | /s/ Michael T. Kennedy | |
Michael T. Kennedy | ||
Address for Notices: | ||
c/o Radnor Holdings Corporation Radnor Financial Center, Suite 300, 150 Radnor Chester Road Radnor, Pennsylvania 19087 Fax: (610) 995-2697 | ||
By: | /s/ R. Radcliffe Hastings | |
R. Radcliffe Hastings | ||
Address for Notices: | ||
c/o Radnor Holdings Corporation Radnor Financial Center, Suite 300, 150 Radnor Chester Road Radnor, Pennsylvania 19087 Fax: (610) 995-2697 |
[Amendment No. 1 to Investor Rights Agreement]
THE INVESTORS: | ||
SPECIAL VALUE EXPANSION FUND, LLC | ||
By: | /s/ José Feliciano | |
Name: | José Feliciano | |
Title: | Authorized Signatory | |
Address for Notices: | ||
2951 28th Street | ||
Suite 1000 | ||
Santa Monica, CA 90405 | ||
Attn: General Counsel | ||
SPECIAL VALUE OPPORTUNITIES FUND, LLC | ||
By: | /s/ José Feliciano | |
Name: | José Feliciano | |
Title: | Authorized Signatory | |
Address for Notices: | ||
2951 28th Street | ||
Suite 1000 | ||
Santa Monica, CA 90405 | ||
Attn: General Counsel |
[Amendment No. 1 to Investor Rights Agreement]
EXHIBIT A
Investors
Name and Address | Number of Series A Preferred Shares | Initial Number of Voting Common Warrants | Initial Number of Nonvoting Common Warrants | Number of other Registrable Securities | ||||
Special Value Expansion Fund, LLC 2951 28th Street, Suite 1000 Santa Monica, CA 90405 | 371 | 31 | 306 | 0 | ||||
Special Value Opportunities Fund, LLC 2951 28th Street, Suite 1000 Santa Monica, CA 90405 | 879 | 71 | 725 | 0 | ||||
Total: | 1250 | 102 | 1031 | 0 | ||||