EXHIBIT 10.8
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT is made and entered in as of
March 30, 2006 by and among PRG-Xxxxxxx International, Inc., a Georgia
corporation (the "Company"), Berkshire Fund V, Limited Partnership, a
Massachusetts limited partnership, Berkshire Investors LLC, a Massachusetts
limited liability company, and Xxxx Strategic Partners II, L.P., a Delaware
limited partnership.
WHEREAS, Xxxxx X. Xxxxxxxx has resigned as a director of the Company effective
on March 30, 2006; and
WHEREAS, Berkshire Fund V, Limited Partnership and Berkshire Investors LLC
(collectively, "Berkshire") are willing to waive and relinquish (i) all existing
and future rights pursuant to Section 1 of the Investor Rights Agreement dated
August 27, 2002 (the "Investor Rights Agreement") between the Company, Berkshire
and Xxxx Strategic Partners II, L.P. ("Xxxx") to require the Company to cause
its Board of Directors to designate Xxxx X. Xxxxx or another person designated
by Berkshire as a nominee for election to the Company's Board, (ii) all existing
and future observer rights of Berkshire pursuant to Section 3 of the Investor
Rights Agreement, and (iii) any and all other existing and future rights that
Berkshire may have pursuant the Investor Rights Agreement; and
WHEREAS, Xxxx is also willing to waive and relinquish any existing or future
rights it may have under Sections 1 and 3 of the Investor Rights Agreement;
NOW THERFORE, in consideration of $10.00 and the mutual promises set forth
below, the parties agree as follows:
1. Effective March 30, 2006, the Investor Rights Agreement is hereby amended by
deleting Sections 1 and 3 in their entirety.
2. Effective March 30, 2006, Berkshire hereby waives and relinquishes any other
rights Berkshire may have pursuant to the Investor Rights Agreement and shall no
longer be parties to the Investor Rights Agreement as amended hereby.
3. Xxxx hereby waives and relinquishes any existing or future right it may have
pursuant to Sections 1 and 3 of the Investor Rights Agreement.
4. Except as specifically modified by this First Amendment to Investor Rights
Agreement, the remaining provisions of the Investor Rights Agreement remain in
full force and effect. This amendment may be executed in one or more
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same amendment.
IN WITNESS WHEREOF, the parties have caused this First Amendment to Investor
Rights Agreement to be duly executed as of the date first above written.
PRG-XXXXXXX INTERNATIONAL, INC.
By: /s/ X. XxXxxxxx, Xx.
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Title: S.V.P.
BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Advisory Director
BERKSHIRE INVESTORS, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Advisory Director
XXXX STRATEGIC PARTNERS II, L.P.
By: Xxxx Strategic XX XX, L.L.C., its General Partner
By: /s/ Xxxxxxx Xxxxxxx
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Title: Member & General Counsel
