EXHIBIT 10.14
_______________________________________________________
Amendment No. 1 to
SHAREHOLDERS AGREEMENT
by and among
RIVER HOLDING CORP.
THE HELEN LOVAAS SEPARATE PROPERTY TRUST U/D/T
DATED JULY 17, 1997
THE FS ENTITIES
AND
HUDSON RESPIRATORY CARE INC.
APRIL 8, 1998
_______________________________________________________
AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT (this "Agreement") is
made and entered into as of April 8, 1998 by and among HUDSON RESPIRATORY CARE
INC. (the "Company"), RIVER HOLDING CORP., a Delaware corporation ("Holding"),
THE HELEN LOVAAS SEPARATE PROPERTY TRUST U/D/T dated July 17, 1997 (the
"Trust"), FS Equity Partners III, L.P., FS Equity Partners International, L.P.,
and FS Equity Partners IV, L.P. (the "FS Entities").
R E C I T A L S:
- - - - - - - -
A. The parties have heretofore entered into a Shareholders
Agreement, dated as of April 7, 1998 (the "Original Agreement"), pursuant to
which the parties established certain rights, obligations and restrictions with
respect to the securities of the Company.
B. The parties now wish to amend the Original Agreement as set forth
below:
A G R E E M E N T:
- - - - - - - - -
1. Section 5.1, Transfer Restrictions, is hereby amended to add the
following sentences to the end of Section 5.1:
"The foregoing restrictions on Transfer shall not apply to any pledge
by Holding of Securities in connection with any credit or loan
agreements of the Company, or the Transfer(s) of Securities pursuant
to any such pledge (other than a pledge in connection with a credit or
loan agreement with an FS Entity or an Affiliate of Holding or the FS
Entities). Section 3 shall not apply to any such Transfer(s) and this
Agreement shall not be binding upon any such transferees."
2. Section 7.1, Capitalization, is hereby amended to replace the
first sentence of such section with the following:
"Subject to Sections 7.3 and 7.4, Holding, the Trust and the FS
Entities agree that the number of outstanding shares of Holding Common
Stock will at all times equal the number of outstanding shares of
Common Stock. If Holding issues additional shares of Holding Common
Stock, upon the contribution of the proceeds of such issuance to the
Company, the Company shall issue to Holding
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a number of shares of Common Stock equal to the additional shares of
Holding Common Stock."
3. The parties hereto hereby waive any rights granted pursuant to
Section 2 of the Original Agreement relating to the issuance of shares of Common
Stock to Holding in connection with the issuance of 12,500 shares of Holding
Common Stock to The Parthenon Group.
4. Except as amended hereby, the Original Agreement shall remain in
full force and effect and is hereby ratified and confirmed in all respects.
5. All capitalized terms not defined herein shall have the meanings
set forth in the Original Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HUDSON RESPIRATORY CARE INC.
By: /s/ Richard W. Johansen
------------------------------------
Name: Richard W. Johansen
Title: President and CEO
By: /s/ Jay R. Ogram
------------------------------------
Name: Jay R. Ogram
Title: Chief Financial Officer
RIVER HOLDING CORP.
By: /s/ Richard W. Johansen
------------------------------------
Name: Richard W. Johansen
Title: President and CEO
By: /s/ Jay R. Ogram
------------------------------------
Name: Jay R. Ogram
Title: Chief Financial Officer
THE HELEN LOVAAS SEPARATE PROPERTY
TRUST U/D/T JULY 17, 1997
By: /s/ Helen Hudson Lovaas
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FS EQUITY PARTNERS III, L.P., a Delaware
limited partnership
By: FS Capital Partners L.P.
Its: General Partner
By: FS Holdings, Inc.
Its: General Partner
By: /s/ Charles P. Rullman
-----------------------------
Name: Charles P. Rullman
Title:
FS EQUITY PARTNERS INTERNATIONAL, L.P.,
a Delaware limited partnership
By: FS & Co. International, L.P.
Its: General Partner
By: FS International Holdings Limited
Its: General Partner
By: /s/ Charles P. Rullman
-----------------------------
Name: Charles P. Rullman
Title:
FS EQUITY PARTNERS IV, L.P., a Delaware
limited partnership
By: FS Capital Partners LLC
Its: General Partner
By: /s/ Charles P. Rullman
-----------------------------
Name: Charles P. Rullman
Title: Managing Member
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