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Exhibit 10.23
FIRST AMENDMENT TO AMENDED AND RESTATED
LIMITED LIABILITY AGREEMENT OF
NSP HOLDINGS L.L.C.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY
AGREEMENT OF NSP HOLDINGS L.L.C., dated as of June __, 2003 (this "AMENDMENT"),
is by and among NSP Holdings L.L.C., a Delaware limited liability company (the
"COMPANY"), each of the members of the Argosy Group listed on the signature
pages hereto under the heading "ARGOSY GROUP," each of the members of the
Hancock Group listed on the signature pages hereto under the heading "HANCOCK
GROUP" and the other members of the Company listed on the signature pages hereto
under the heading "OTHER MEMBERS" (together with the undersigned members of the
Argosy Group and the undersigned members of the Hancock Group, the "REQUIRED
MEMBERS").
Whereas, the Company, the Required Members and certain other
entities and individuals are parties to that certain Amended and Restated
Limited Liability Agreement of NSP Holdings L.L.C. dated as of February 27, 2000
(as amended or modified from time to time, the "AGREEMENT"). Except as otherwise
indicated herein, capitalized terms used in this Amendment have the same meaning
ascribed to them in the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENTS TO THE AGREEMENT.
a. SECTION 3.1(b) of the Agreement is hereby amended and
restated in its entirety as follows:
"The number of Managers shall be no less than three (3) and no
more than six (6). As long as members of the Argosy Group shall collectively own
at least 15% of the outstanding Common Units and the Company has not completed
an initial public offering, Argosy-Safety Products, L.P. ("ARGOSY") shall have
the right to appoint three Managers (the "ARGOSY MANAGERS"), one of which, as of
the date of this Agreement, shall be David F. Myers, Jr. As long as members of
the Hancock Group shall collectively own at least 15% of the outstanding Common
Units and the Company has not completed an initial public offering, the Members
holding a majority of the Common Units held by members of the Hancock Group
("MAJORITY HANCOCK HOLDERS") shall have the right to appoint one Manager (the
"HANCOCK MANAGER"). As long as Continental Illinois Venture Corp. ("CIVC") shall
own at least __% of the outstanding Common Units and the Company has not
completed an initial public offering, CIVC shall have the right to appoint one
Manager (the "CIVC MANAGER"). The remaining Manager(s) shall be appointed by
consent or vote of a majority of the Common Voting Units."
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b. SECTION 3.1(d) of the Agreement is hereby amended by adding
the following sentence at the end thereof:
"At any time that the ownership of Units held by CIVC
decreases to a level that would no longer entitle CIVC to appoint the CIVC
Manager that had been appointed pursuant to SECTION 3.1(b), the CIVC Manager
shall resign."
c. SECTION 3.1(e) of the Agreement is hereby amended and
restated in its entirety as follows:
"Within thirty (30) days after the removal, resignation
or death of any Manager, the Managers then serving shall select one natural
person, who may but need not be a Member, to fill each vacancy created
thereby; PROVIDED, THAT, except as set forth in SECTION 3.1(b) and in the
immediately succeeding sentence, as long as any such Person is entitled to
appoint directors, to the extent a Manager has been appointed by Argosy, any
replacement Manager shall be appointed by Argosy, to the extent that a
Manager has been appointed by the Majority Hancock Holders, any replacement
Manager shall be appointed by the Majority Hancock Holders and to the extent
a Manager has been appointed by CIVC, any replacement Manager shall be
appointed by CIVC. In the event that David F. Myers, Jr. ceases to be a
Manager for any reason whatsoever, the replacement Manager for David F.
Myers, Jr. appointed by Argosy shall be subject to the approval of the
Majority Hancock Holders so long as the Majority Hancock Holders are entitled
to appoint the Hancock Manager. The board of directors or managers of any
Subsidiary of the Company shall be comprised of Robert A. Peterson and David
F. Myers, Jr., unless otherwise determined at any time by the Managers with
Required Approval."
2. LIMITATIONS. Except as expressly amended by this Amendment, all of
the terms and provisions of the Agreement shall remain in full force and effect.
From and after the date that this Amendment becomes effective, reference to
"this Agreement," "hereunder," "hereof," "herein," or words of like import, and
each reference to the Agreement in the other documents delivered in connection
with the Agreement shall mean and be a reference to the Agreement as amended by
this Amendment; PROVIDED that no representation or warranty of the Company made
as of any particular date shall be deemed to be remade as of the date of this
Amendment.
3. APPROVALS. As required by SECTION 15.5 of the Agreement, this
Amendment shall be become effective when executed counterparts of this Amendment
have been delivered to the Company by the holders of a majority of (i) the
outstanding Common Voting Units of the Company, (ii) the outstanding Class A
Common Units held by the members of the Argosy Group and (iii) the outstanding
Class A Common Units held by the members of the Hancock Group.
4. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
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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5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND BE CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
6. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers thereunto duly
authorized as of the date above first written.
NSP HOLDINGS L.L.C.
By: /s/ DAVID F. MYERS, JR.
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Its: Secretary
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ARGOSY GROUP:
ARGOSY SAFETY PRODUCTS, L.P.
By: /s/ JAY BLOOM
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Its: Managing Director
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CIBC WMV INC.
By: /s/ JAY BLOOM
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Its: Managing Director
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CO-INVESTMENT MERCHANT FUND 2, LLC
By: /s/ JAY BLOOM
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Its: Managing Director
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CARAVELLE PRIVATE INVESTMENT CORPORATION
By: /s/ JAY BLOOM
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Its: Managing Director
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CARAVELLE NORCROSS INVESTMENT CORP.
By: /s/ JAY BLOOM
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Its: Managing Director
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CIBC WG ARGOSY MERCHANT FUND L.L.C.
By: /s/ JAY BLOOM
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Its: Managing Director
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HANCOCK GROUP:
JOHN HANCOCK LIFE INSURANCE COMPANY
By: /s/ STEPHEN J. BLEWITT
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Its:
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HANCOCK MEZZANINE PARTNERS L.P.
By: Hancock Mezzanine Investments LLC
Its: General Partner
By: John Hancock Life Insurance Company
Its: Investment Advisor
By: /s/ STEPHEN J. BLEWITT
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Its:
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OTHER MEMBERS:
CONTINENTAL ILLINOIS VENTURE CORP.
By: /s/ MARCUS D. WEDNER
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Its: Managing Director
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/s/ ROBERT A. PETERSON
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Robert A. Peterson
/s/ DAVID F. MYERS, JR.
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David F. Myers, Jr.