EX-10.1



 





Exhibit 10.1




AMENDMENT TO 

SHAREHOLDERS AGREEMENT




     AMENDMENT dated January 29, 2008 (the “Amendment”) to the Shareholders Agreement dated August
10, 2007 (the “Shareholders Agreement”) by and among Haights Cross Communications, Inc., a Delaware
corporation (the “Company”), the Persons identified on Schedule A thereto as the Investors
(each, an “Investor” and collectively, the “Investors”) and any other Shareholder who from time to
time becomes party to the Shareholders Agreement by execution of a Joinder Agreement in
substantially the form attached thereto as Exhibit A. All capitalized terms not otherwise
defined herein shall have the same meaning given to them in the Shareholders Agreement.



     WHEREAS, Section 6.3 of the Shareholders Agreement provides that it may be amended by the
prior written consent of the Company, a Majority Vote of the Series A Major Investor(s) and a
Majority Vote of the Series B Major Investors and such parties desire to amend the Shareholders
Agreement as set forth below to provide the Investor Directors with the option to elect the Chief
Executive Officer of the Company to be a director of the Company.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Section 4.1(b) of the Shareholders Agreement shall be replaced in its entirety with the
following:




“at the option of the majority of the Investor Directors, the then current Chief
Executive Officer of the Company (the “CEO Director”) for so long as he or she
is Chief Executive Officer of the Company, which individual shall initially be Peter
Quandt; provided that if for any reason the CEO Director shall cease to serve as Chief
Executive Officer of the Company, each of the Shareholders shall promptly vote their
respective shares to remove him or her from the board if he or she has not resigned from
such position and to elect the person who replaces him or her as Chief Executive Officer
of the Company as the new CEO Director.”



     2. No Other Changes. Except as amended hereby, the Agreement shall remain in full
force and effect and in accordance with its terms. This Amendment shall be limited solely for the
purpose and to the extent expressly set forth herein and nothing express or implied shall
constitute an amendment, supplement, modification or waiver to any other term, provision or
condition of the Agreement.



     3. Counterparts. This Amendment may be executed and delivered (including by
facsimile and PDF transmission) in any number of counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same
Amendment.



     4. Governing Law. This Amendment shall be governed by and construed under the laws
of the State of Delaware (without effect to conflict of law principles thereto).



 









 





          IN WITNESS WHEREOF, this Amendment has been executed as a sealed instrument by the parties
hereto or their duly authorized representatives, effective as of the date first above written.




THE COMPANY:




	 	 	 	 	 
	 	Haights Cross Communications, Inc.

 	 
	 	By:  	/s/ Paul J. Crecca
 	 
	 	 	Name:  	Paul J. Crecca 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 	 	 
	INVESTORS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Media/Communications Partners III Limited

Partnership

By: M/C III L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher S. Gaffney
 

	 	 
	 	 	Name: Christopher S. Gaffney

Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	M/C Investors L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher S. Gaffney
 

	 	 
	 	 	Name: Christopher S. Gaffney

Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Columbia Funds Master Investment

Trust-Columbia High Income Master Portfolio

By: MacKay Shields LLC

Its: Sub-advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Matthew Philo
 

	 	 
	 	 	Name: J. Matthew Philo

Title: Senior Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Columbia Funds Variable Insurance Trust 1 -

Columbia High Yield Fund, Variable Series

By: MacKay Shields LLC

Its: Sub-advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Matthew Philo
 

	 	 
	 	 	Name: J. Matthew Philo

Title: Senior Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	The Mainstay Funds on Behalf of its High Yield

Corporate Bond Fund

By: MacKay Shields LLC

Its: Sub-advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Matthew Philo
 

	 	 
	 	 	Name: J. Matthew Philo

Title: Senior Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	The Mainstay Funds on Behalf of its

Diversified Income Fund

By: MacKay Shields LLC

Its: Sub-advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Matthew Philo
 

	 	 
	 	 	Name: J. Matthew Philo

Title: Senior Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Mainstay VP Series Fund, Inc. on Behalf of its

High Yield Corporate Bond Portfolio

By: MacKay Shields LLC

Its: Sub-advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Matthew Philo
 

	 	 
	 	 	Name: J. Matthew Philo

Title: Senior Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	Quadrangle Debt Recovery Income Fund LP

By: Monarch Alternative Capital L.P. (f/k/a

Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T.J. Vigliotta
 

	 	 
	 	 	Name: T.J. Vigliotta

Title: Principal	 	 
	 
	 	 	 	 	 	 
	 	 	Quadrangle Debt Opportunities Fund LP

By: Monarch Alternative Capital L.P. (f/k/a

Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T.J. Vigliotta
 

	 	 
	 	 	Name: T.J. Vigliotta

Title: Principal	 	 






 









 






	 	 	 	 	 	 	 
	 	 	QDRF Master Ltd.

By: Monarch Alternative Capital L.P. (f/k/a

Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T.J. Vigliotta
 

	 	 
	 	 	Name: T.J. Vigliotta

Title: Principal	 	 
	 
	 	 	 	 	 	 
	 	 	Quadrangle Debt Recovery Income Fund Master Ltd

By: Monarch Alternative Capital L.P. (f/k/a

Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T.J. Vigliotta
 

	 	 
	 	 	Name: T.J. Vigliotta

Title: Principal	 	 
	 
	 	 	 	 	 	 
	 	 	Quadrangle Debt Opportunities Fund Master Ltd

By: Monarch Alternative Capital L.P. (f/k/a

Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ T.J. Vigliotta
 

	 	 
	 	 	Name: T.J. Vigliotta

Title: Principal	 	 
	 
	 	 	 	 	 	 
	 	 	Glenview Capital Master Fund, Ltd.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Horowitz
 

	 	 
	 	 	Name: Mark Horowitz

Title: Chief Operating Officer and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Glenview Institutional Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Horowitz
 

	 	 
	 	 	Name: Mark Horowitz

Title: Chief Operating Officer and General Counsel	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Glenview Capital Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Horowitz
 

	 	 
	 	 	Name: Mark Horowitz

Title: Chief Operating Officer and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Deephaven Distressed Opportunities Trading Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Golbus
 

	 	 
	 	 	Name: Jeffrey Golbus

Title: Portfolio Manager