EXHIBIT 10.29
AMENDMENT NO. 2
TO
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
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This AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
(this "Amendment") is made and entered into as of August ___, 1998 by and among
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METRO-XXXXXXX-XXXXX INC., a corporation organized under the laws of the State of
Delaware (the "Company"); TRACINDA CORPORATION, a corporation organized under
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the laws of the State of Nevada ("Tracinda"); METRO-XXXXXXX-XXXXX STUDIOS INC.,
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a corporation organized under the laws of the State of Delaware ("MGM Studios");
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Xx. Xxxxx X. Xxxxxxx ("Xx. Xxxxxxx"), and the Persons listed on the signature
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pages hereto (Xx. Xxxxxxx and each such Person is herein referred to as an
"Executive" and together as the "Executives"). Except as otherwise provided
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herein, capitalized terms used herein will have the meanings ascribed to them in
the Shareholders Agreement (as defined below).
W I T N E S S E T H
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WHEREAS, Seven Network Limited, a corporation organized under the laws
of the Commonwealth of Australia ("Seven"), Tracinda, the Company, MGM Studios
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and each of the Executives entered into that certain Amended and Restated
Shareholders Agreement, dated as of August 4, 1997, as amended August ___, 1998
(the "Shareholders Agreement");
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WHEREAS, pursuant to that certain Purchase Agreement (the "Purchase
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Agreement") dated as of August 19, 1998, Tracinda and/or an entity wholly-owned,
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directly or indirectly, by Xxxx Xxxxxxxxx is purchasing all of the shares of the
Common Stock of the Company and any other securities of the Company owned of
record or beneficially owned by Seven (or any of its Affiliates);
WHEREAS, upon consummation of the transactions contemplated by the
Purchase Agreement, Seven (and each of its Affiliates) will no longer be a party
to the Shareholders Agreement, nor entitled to any benefit thereunder;
WHEREAS, Section 5.4 of the Shareholders Agreement provides that the
Shareholders Agreement may be amended by an instrument in writing signed by or
on behalf of each of the parties thereto which, with respect to the Executives,
shall refer to the holders of a majority of the shares of capital stock of the
Company owned by the Executives and subject to the terms of the Shareholders
Agreement;
WHEREAS, the Executives currently hold an aggregate of ________ shares
of the Common Stock, which represent the only shares of capital stock of the
Company owned by the Executives that are subject to the Shareholders Agreement;
WHEREAS, effective upon the consummation of the transactions
contemplated by the Purchase Agreement, Tracinda, the Company, MGM Studios and
Xx. Xxxxxxx desire to amend the Shareholders Agreement as set forth below.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Section 3.2(e) of the Shareholders Agreement is hereby amended to
provide that Xxxx Xxxxxxxxx and any entity wholly-owned, directly or indirectly,
by, or any Affiliate of, Xx. Xxxxxxxxx, shall be deemed to be a "wholly-owned"
subsidiary of Tracinda.
2. Section 5.2 of the Shareholders Agreement is hereby amended to
provide that Xxxx Xxxxxxxxx and any entity wholly-owned, directly or indirectly,
by, or any Affiliate of, Xx. Xxxxxxxxx, shall be deemed to be a "wholly-owned"
subsidiary of Tracinda.
3. The Shareholders Agreement shall be, and hereby is, amended to the
extent necessary and appropriate to (a) reflect (i) the purchase pursuant to the
Purchase Agreement, by Tracinda and/or an entity wholly-owned, directly or
indirectly, by Xxxx Xxxxxxxxx of all of the shares of the Common Stock of the
Company and any other securities of the Company owned of record or beneficially
owned by Seven (or any of its Affiliates), and (ii) the termination of Seven
(and each of its Affiliates) as a party thereto, and (b) carry out the intent of
the amendments set forth herein.
4. Except as amended hereby or in accordance herewith, the
Shareholders Agreement shall continue in full force and effect.
5. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies of this Agreement, each of
which may be signed by less than all of the parties hereto, but together all
such copies are signed by all of the parties hereto. This Agreement shall
become effective concurrent with the consummation of the Purchase Agreement and
at such time as it has been executed by the Company, MGM Studios, Tracinda and
the holders of a majority of the shares of capital stock of the Company owned by
the Executives and subject to the terms of the Shareholders Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf as of the day and year first written
above.
TRACINDA CORPORATION
By: _______________________________
Name:
Title:
METRO-XXXXXXX-XXXXX STUDIOS INC.
By: _______________________________
Name:
Title:
METRO-XXXXXXX-XXXXX INC.
By: _______________________________
Name:
Title:
___________________________________
Xxxxx X. Xxxxxxx
Number of shares of the
Common Stock owned: ___________
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OTHER EXECUTIVES SIGNATURE PAGE:
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_______________________________________
Name: ____________________
Number of shares of the
Common Stock owned: _______________
