Exhibit 4.6
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AMENDMENT NO. 2 TO
STOCKHOLDERS AGREEMENT
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT, dated as of August 30, 1999
(this "Amendment") to that certain Stockholders Agreement dated as of July 27,
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1995, among Xxxxxxxx Studio Equipment Group (the "Company"), ING Equity
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Partners, L.P.I ("ING"), and the Management Stockholders, as amended by
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Amendment No. 1 to the Stockholders Agreement, dated as of April 5, 1996, among
the Company, ING and the Management Stockholders (as amended, the "Stockholders
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Agreement"), is made by and among the Company, ING, Xxxxxx X. XxXxxxxx
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("XxXxxxxx") and The Xxxxxx and Xxxxx XxXxxxxx Family Trust dated February 12,
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1991. Capitalized terms used herein, except as otherwise defined herein, shall
have the meanings given to such terms in the Stockholders Agreement.
WHEREAS, XxXxxxxx is the only remaining Management Stockholder under the
Stockholders Agreement;
WHEREAS, the Company, ING and XxXxxxxx mutually desire to amend the
Stockholders Agreement to modify the parties' obligations with respect to the
size of the Company's Board of Directors;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
value and sufficiency of which is hereby acknowledged, the parties hereto agree
as follows:
1. Amendment to Stockholders Agreement. The Stockholders Agreement is
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hereby amended as of the date hereof as follows. Subsection (i) of Section
2.1(a) is hereby amended and restated in full as follows:
"the number of directors on the Board of Directors shall be no less
than seven nor more than nine: and"
2. No Implied Amendments. Except as herein amended, the Stockholders
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Agreement shall remain in full force and effect and is ratified in all respects.
On and after the effectiveness of this Amendment, each reference in the
Stockholders Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import, and each reference to the Stockholders Agreement in any
other agreements, documents or instruments executed and delivered in connection
with the Stockholders Agreement, shall mean and be a reference to the
Stockholders Agreement, as amended by this Amendment.
3. Counterparts. This Amendment may be executed by the parties hereto in
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several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
Xxxxxxxx Studio Equipment Group
By: /s/ Xxxxxx X. XxXxxxxx
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Name: Xxxxxx X. XxXxxxxx
Title: Chairman of the Board, Chief
Executive Officer
ING Equity Partners, L.P.I
By: Lexington Partners, L.P.,
its general partner
By: Lexington Partners, Inc.,
its general partner
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title:
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/s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
The Xxxxxx and Xxxxx XxXxxxxx Family Trust
dated February 12, 1991
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx, as Trustee
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