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EXHIBIT 10.7
MASTER AMENDMENT
This MASTER AMENDMENT (this "Amendment"), dated as of April 18, 2000,
is by and between Green Equity Investors II, L.P., a Delaware limited
partnership ("GEI II"), Green Equity Investors III, L.P., a Delaware limited
partnership ("GEI III"), Liberty Group Publishing, Inc., a Delaware corporation
(the "Company"), and the persons listed on Schedule I hereto attached (the
"Management Investors"). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Stockholders Agreement.
RECITALS
A. GEI II is currently a stockholder in the Company, holding shares of
common stock, par value $0.01 per share ("Common Stock"), and other securities,
of the Company.
B. The Company, GEI II and the Management Investors are parties to the
following agreements: (i) that certain Management Stockholders Agreement dated
as of January 28, 1998 by and among the Company, GEI II and Xxxxxxx X. Xxxxxx
(the "Xxxxxx Agreement"); (ii) that certain Amended and Restated Management
Subscription and Stockholders Agreement dated as of February 1, 2000 by and
among the Company, GEI II and Xxxxx Xxxxxxxx; (iii) that certain Amended and
Restated Management Subscription and Stockholders Agreement dated as of February
1, 2000 by and among the Company, GEI II and Xxxx Xxxx; (iv) that certain
Amended and Restated Management Subscription and Stockholders Agreement dated as
of February 1, 2000 by and among the Company, GEI II and Xxxxx X. X'Xxxx; (v)
that certain Amended and Restated Management Subscription and Stockholders
Agreement dated as of February 1, 2000 by and among the Company, GEI II and R.
Xxxxx Xxxx; (vi) that certain Amended and Restated Management Subscription and
Stockholders Agreement dated as of February 1, 2000 by and among the Company,
GEI II and Xxxxx Xxxxxxx; (vii) that certain Amended and Restated Management
Subscription and Stockholders Agreement dated as of February 1, 2000 by and
among the Company, GEI II and Xxxxxxxx Xxxx; (viii) that certain Amended and
Restated Management Subscription and Stockholders Agreement dated as of February
1, 2000 by and among the Company, GEI II and Xxxxxx Xxxxx; (ix) that certain
Management Subscription and Stockholders Agreement dated as of February 1, 2000
by and among the Company, GEI II and Xxxxxx X. Xxxxx; (x) that certain
Management Subscription and Stockholders Agreement dated as of February 1, 2000
by and among the Company, GEI II and Xxxxx Xxxx; (xi) that certain Management
Subscription and Stockholders Agreement dated as of February 1, 2000 by and
among the Company, GEI II and Xxxxx Xxxxx; and (xii) that certain Management
Subscription and Stockholders Agreement dated as of February 1, 2000 by and
among the Company, GEI II and Xxxxx Xxxxx (collectively, the "Management
Agreements" and, together with the Xxxxxx Agreement, the "Stockholders
Agreements").
C. GEI II has certain rights and obligations under and pursuant to the
Stockholders Agreements.
D. The Company and GEI III have entered into that certain Stock
Purchase Agreement dated as of the date hereof (the "GEI III Stock Purchase
Agreement"), pursuant to which GEI III will purchase shares of Common Stock and
other securities of the Company, upon the terms and conditions thereof.
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E. As a condition to the consummation of the transactions contemplated
by the GEI III Stock Purchase Agreement, the parties hereto desire to amend the
Stockholders Agreements as set forth herein.
AGREEMENTS
In consideration of the recitals and the mutual promises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Agreement to be Bound. GEI III hereby agrees to become a party to,
and bound by, each of the Stockholders Agreements in the manner set forth
therein, as amended by this Amendment.
2. Definitions. For purposes of each of the Stockholders Agreements,
the following terms shall have the following meanings:
"GEI III" shall mean Green Equity Investors III, L.P., a Delaware
limited partnership.
"GEI III Stock Purchase Agreement" shall mean that certain Stock
Purchase Agreement, dated as of April 18, 2000, between the Company and GEI III.
"Green Entities" shall mean GEI and GEI III.
3. Waiver of Right of First Refusal. Xxxxxxx X. Xxxxxx hereby waives
his right pursuant to Section 7 of the Xxxxxx Agreement to purchase shares of
Common Stock or other securities of the Company to be issued pursuant to the GEI
III Stock Purchase Agreement.
4. Amendments to Stockholders Agreements.
(a) The word "uncertificated" in the second "Whereas" clause of each of
the Management Agreements is hereby deleted.
(b) Section 3 of the Management Agreements and Section 4, 5, 11 and 13
of each of the Stockholders Agreements are hereby amended by deleting each
reference to "GEI" in any such section and inserting a reference to the "Green
Entities" in its place.
(c) Section 4(b) of each of the Stockholders Agreements is hereby
amended by adding the following at the end thereof:
"In the event both GEI and GEI III desire to exercise such option, each
of GEI and GEI III shall have the right to purchase its Pro Rata
Percentage of the Common Stock held by the Seller, or such other
percentage as the Green Entities may mutually agree. For purposes
hereof, "Pro Rata Percentage" means that percentage represented by the
fraction, the numerator of which is the number of shares of Common
Stock owned by such Green Entity and the denominator of which is the
aggregate number of shares of Common Stock owned by the Green Entities"
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(d) Section 7 of each of the Management Agreements and Section 8 of the
Xxxxxx Agreement are hereby amended as follows:
(i) The phrase "GEI's Common Stock" in Section 7(b) of each of
the Management Agreements and Section 8(b) of the Xxxxxx Agreement is deleted
and the phrase "the Common Stock held by GEI or GEI III" is inserted in its
place.
(ii) Each other reference to "GEI" in the first paragraph of
Section 7(b) of each of the Management Agreements and Section 8(b) of the Xxxxxx
Agreement is deleted and the phrase "GEI or GEI III" is inserted in its place.
(iii) The second paragraph of Section 7(b) of each of the
Management Agreements is amended by deleting the balance of such paragraph after
the phrase "if any," in the fifth line thereof and inserting the following in
place thereof:
"of the shares of Common Stock held by the Green Entities as
of the date of the consummation of the transactions
contemplated by the GEI III Stock Purchase Agreement sold by
either of the Green Entities in private transactions from such
date to the date of such request."
(e) Section 8 of each of the Management Agreements and Section 9 of the
Xxxxxx Agreement are hereby amended as follows:
(i) The reference to "GEI" in the first line of paragraph 8(a)
of the Management Agreements and paragraph 9(a) of the Xxxxxx Agreement is
deleted and the phrase "GEI or GEI III (a "Tag-Along Seller")" is inserted in
its place.
(ii) Each other reference to "GEI" in Section 8 of the
Management Agreements and Section 9 of the Xxxxxx Agreement is deleted and the
phrase the "Tag-Along Seller" is inserted in its place.
(f) Section 9 of each of the Management Agreements and Section 10 of
the Xxxxxx Agreement are hereby amended as follows:
(i) The first two references to "GEI" in Section 9 of the
Management Agreements and Section 10 of the Xxxxxx Agreement are hereby deleted
and the phrase "either of the Green Entities" are inserted in their place.
(ii) The other references to "GEI" in Section 9 of the
Management Agreements and Section 10 of the Xxxxxx Agreement are hereby deleted
and the phrase "such Green Entity" is inserted in their place.
(iii) Each reference to a singular pronoun relating to GEI in
Section 9 of the Management Agreements and Section 10 of the Xxxxxx Agreement
shall be a reference to a plural pronoun relating to either, or both, of the
Green Entities.
(iv) Each reference to the singular tense of a verb relating
to GEI in Section 9 of the Management Agreements and Section 10 of the Xxxxxx
Agreement shall be a reference to the plural tense of such verb relating to
either, or both, of the Green Entities.
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(g) The references to "GEI" in Section 14 of each of the Stockholders
Agreements are hereby deleted and the phrase "any of the Green Entities" is
inserted in their place.
5. Reference to and Effect on the Stockholders Agreements.
(a) Upon the effectiveness of this Amendment, each reference in any of
the Stockholders Agreements to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and be a reference to such
Stockholders Agreement as amended hereby, and each reference to any of the
Stockholders Agreements in any other document, instrument or agreement shall
mean and be a reference to such Stockholder Agreement as amended hereby.
(b) Except as specifically amended above, each of the Stockholders
Agreements shall remain in full force and effect and is hereby ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of any party hereto under
any of the Stockholders Agreements nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
6. Counterpart Execution. This Agreement may be executed in two or more
counterparts, each of which shall be fully effective as an original and all of
which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES FOLLOW]
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This Master Amendment is executed the date first written above.
GREEN EQUITY INVESTORS II, L.P.
BY: GRAND AVENUE CAPITAL PARTNERS, L.P., ITS
GENERAL PARTNER
BY: GRAND AVENUE CAPITAL CORPORATION,
ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
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Its:
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GREEN EQUITY INVESTORS III, L.P.
BY: GEI CAPITAL III, LLC, ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
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Its:
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LIBERTY GROUP PUBLISHING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President and CEO
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
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/s/ Xxxxx X'Xxxx
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Xxxxx X'Xxxx
/s/ R. Xxxxx Xxxx
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R. Xxxxx Xxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
SCHEDULE 1
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Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxx
Xxxxx X. X'Xxxx
X. Xxxxx Xxxx
Xxxxx Xxxxxxx
Xxxxxxxx Xxxx
Xxxxxx Xxxxx
Xxxxxx X. Xxxxx
Xxxxx Xxxx
Xxxxx Xxxxx
Xxxxx Xxxxx
