EXHIBIT 10.13
AMENDMENT NO. 1
TO
SHAREHOLDERS' AGREEMENT
AMENDMENT NO. 1 ("AMENDMENT"), dated as of May 1, 1995, to the
SHAREHOLDERS' AGREEMENT, dated as of November 14, 1994 (the "SHAREHOLDERS'
AGREEMENT"), by and among FAMILY BOOKSTORES COMPANY, INC., a Michigan
corporation (the "COMPANY"), ELECTRA INVESTMENT TRUST P.L.C., a corporation
organized under the laws of England ("EIT"), ELECTRA ASSOCIATES, INC., a
Delaware corporation ("ASSOCIATES" and, together with EIT and any permitted
transferees, the "INSTITUTIONAL SHAREHOLDERS") and the Investors parties
thereto.
WHEREAS, the Company and the Institutional Shareholders have
heretofore entered into a Securities Purchase Agreement, dated as of
November 14, 1994, as amended by that certain Amendment No. 1 to Securities
Purchase Agreement, dated as of January 20, 1995, and as amended by that
certain Amendment No. 2 (the "SECOND AMENDMENT") to Securities Purchase
Agreement, of even date herewith (as amended, the "SECURITIES PURCHASE
AGREEMENT"); and
WHEREAS, in connection with the Securities Purchase Agreement, the
Company, the Institutional Shareholders and the Investors have heretofore
entered into the Shareholders Agreement; and
WHEREAS, the Company, the Institutional Shareholders and the Investors
wish to amend the Shareholders' Agreement as hereinafter provided.
NOW, THEREFORE, the Company, the Institutional Shareholders and the
Investors hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not defined
herein shall have the respective meanings given to such terms in the
Securities Purchase Agreement.
2. AMENDMENTS TO SHAREHOLDERS' AGREEMENT.
(a) The first sentence of the first "WHEREAS" clause of the
Shareholders' Agreement is hereby amended to read in its entirety as
follows:
"WHEREAS, the Institutional Shareholders have been granted the
right to purchase certain shares of Common Stock of the Company
pursuant to that certain Securities Purchase Agreement, dated as
of November 14, 1994, among the Institutional Shareholders and
the Company (as amended, restated, supplemented or modified from
time to time, the "SECURITIES PURCHASE AGREEMENT") and the
Warrants, designated as Series A, B, C and D, issued thereunder
(collectively, together with all warrants issued upon transfer,
division or combination, or in exchange or substitution therefor,
as provided in the respective Warrant, and as such Warrants may
have been or may hereafter be amended, restated, exchanged,
supplemented or modified from time to time, the "WARRANTS")."
(b) The second "WHEREAS" clause of the Shareholders' Agreement is
hereby amended to read in its entirety as follows:
"WHEREAS, the Shareholders are the holders of all of the shares
of Class A Stock currently outstanding and are the holders of all
outstanding Warrants (such outstanding Class A Stock, all shares
of Class A Stock issued or issuable from time to time upon
exercise of the Warrants, all Class A Stock which is now or may
hereafter be held by the Shareholders and all Class A Stock which
may be issued to the Shareholders in a dividend, distribution,
reclassification of the Class A Stock, spin-off, split-up,
recapitalization, merger, consolidation or any similar corporate
event or arrangement of securities of the Company shall be
collectively referred to herein as the "SHARES");"
2. EFFECT OF AMENDMENT. As used in the Shareholders' Agreement, on
and subsequent to the date hereof, any reference to the Shareholders'
Agreement shall mean the Shareholders' Agreement as amended hereby. Except
as expressly provided herein, all provisions, terms and conditions of the
Shareholders' Agreement shall remain in full force and effect. As amended
hereby, the Shareholders' Agreement is ratified and confirmed in all
respects.
3. GOVERNING LAW. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the
laws of the State of New York without reference to such State's conflicts
of laws principles.
4. HEADINGS. The descriptive headings of the various provisions of
this Amendment are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions
hereof.
5. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which when executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute
but one and the same instrument. Telecopied signatures hereto shall be of
the same force and effect as an original of a manually signed copy.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment,
or caused this Amendment to be duly executed and delivered by their
respective duly authorized representatives, as of the date first above
written.
FAMILY BOOKSTORES COMPANY, INC.
By:/S/ LESLIE E. DIETZMAN
--------------------------------
Name: Leslie E. Dietzman
Title: President
ELECTRA INVESTMENT TRUST
P.L.C.
By:/S/_________________________________
Name:
Title:
ELECTRA ASSOCIATES, INC.
By:/S/_________________________________
Name:
Title:
INVESTORS:
/S/____________________________________
Name: George Craig
/S/____________________________________
Name: Leslie S. Dietzman
NBD Bank, N.A., Trustee for the
Leslie E. Dietzman Individual
Retirement Account
By: /S/________________________________
Name:
Title:
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/S/____________________________________
Name: Neil Topham
Bruce E. Ryskamp and Jeralyn G. Ryskamp
Co-Trustees of the Bruce E. Ryskamp
Living Trust
By: /S/________________________________
Name: Bruce E. Ryskamp
Title: Co-Trustee
By: /S/________________________________
Name: Jeralyn G. Ryskamp
Title: Co-Trustee
Jeralyn G. Ryskamp and Bruce E. Ryskamp,
Co-Trustees of the Jeralyn G. Ryskamp
Living Trust
By: /S/________________________________
Name: Bruce E. Ryskamp
Title: Co-Trustee
By: /S/________________________________
Name: Jeralyn G. Ryskamp
Title: Co-Trustee
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