EX-10.1






Exhibit 10.1




AMENDMENT NO. 2 TO 

SHAREHOLDERS AGREEMENT




     AMENDMENT No. 2 dated October 8, 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 3.5 of the Shareholders Agreement shall be replaced in its entirety with the
following:




“Exceptions to Pre-emptive Rights. Notwithstanding the foregoing Sections 3.1 —
3.4, the right to purchase granted under this Article III shall be inapplicable with
respect to 36,526 shares of Common Stock (as appropriately adjusted for any stock split,
combination, reorganization, recapitalization, reclassification, stock distribution,
stock dividend or similar event) issued or issuable in connection with, or upon the
exercise of, options or other awards granted or to be granted to directors (or the Major
Investor that nominates such director, or an affiliate thereof) of the Company,
including shares of Common Stock issued in replacement of shares of such Common Stock
repurchased or issuable upon the exercise of any options to purchase shares of such
Common Stock.”



     2. Effective Date. This Amendment No. 2 shall be effective as of the effective date
of the original Shareholders Agreement.



     3. 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.



     4. 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.



     5. 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).



[SIGNATURES ON FOLLOWING PAGE]















 






          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-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	 













 






	 	 	 	 	 






	 	 	 	 	 
	 	Monarch Opportunities Fund LP (f/k/a
Quadrangle Debt Opportunities Fund LP)


By: Monarch Alternative Capital LP (f/k/a
Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 
	 	 	 
	 	By:  	
/s/ T. J. Vigliotta	 
	 	 	Name:  	T. J. Vigliotta	 
	 	 	Title:  	Principal	 
	 






	 	 	 	 	 
	 	Monarch Income Fund LP (f/k/a Quadrangle Debt
Recovery Income Fund LP)


By: Monarch Alternative Capital LP (f/k/a
Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 
	 	 	 
	 	By:  	
/s/ T. J. Vigliotta	 
	 	 	Name:  	T. J. Vigliotta	 
	 	 	Title:  	Principal	 
	 





	 	 	 	 	 
	 	Monarch Debt Recovery Master Fund Ltd (f/k/a
QDRF Master Ltd)


By: Monarch Alternative Capital LP (f/k/a
Quadrangle Debt Recovery Advisors LP)

Its: Advisor	 
	 	 	 
	 	By:  	
/s/ T. J. Vigliotta	 
	 	 	Name:  	T. J. Vigliotta	 
	 	 	Title:  	Principal	 
	 




	 	 	 	 	 
	 	Monarch Income Master Fund Ltd (f/k/a
Quadrangle Debt Recovery Income Fund Master
Ltd)


By: Monarch Alternative Capital LP (f/k/a
Quadrangle Debt Recovery Advisors LP)

Its: Advisor
	 
	 	 	 
	 	By:  	
/s/ T. J. Vigliotta	 
	 	 	Name:  	T. J. Vigliotta	 
	 	 	Title:  	Principal	 













 









	 	 	 	 	 
	 	Monarch Opportunities Master Fund Ltd (f/k/a
Quadrangle Debt Opportunities Fund Master Ltd)


By: Monarch Alternative Capital LP (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	 
	 



	 	 	 	 	 
	 	Glenview Capital Management, LLC

 	 
	 	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