EXHIBIT 10.5
SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT
Second Amendment (this "Amendment"), dated as of April 4th, 2000, to
that certain Stockholders Agreement (the "Stockholders Agreement"), dated as of
October 24, 1997, among Digital Theater Systems, Inc., a Delaware corporation
(the "Company"), and the stockholders of the Company listed on Schedule A
thereto (the "Stockholders"), amended by First Amendment thereto dated as of
October 13, 1999. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings given such terms in the Stockholders Agreement.
1. Section 2(a)(ii)(A) of the Stockholders Agreement is hereby
amended to read in its entirety as follows:
"(A) two (2) representatives, designated by Xxxxx Xxxxx and
Xxxxxxx Xxxxx, acting by a majority of interest as to the
shares owned by them."
2. Section 11(a) of the Stockholders Agreement is hereby amended
to read in its entirety as follows:
"(a) All of the provisions of this Agreement shall terminate
and, except as otherwise expressly provided herein, shall be
of no further force or effect and shall not be binding upon
any party hereto, upon the first to occur of (i) a Termination
Date and (ii) approval of such termination by each of (A) the
Company, (B) the holders of a majority in voting power of the
Series A Preferred Stock subject to this Agreement, (C)
Xxxxxxxxx, (D) Universal, and (E) a majority in interest as to
the shares owned by Xxxxx Xxxxx and Xxxxxxx Xxxxx."
3. Section 12(a) of the Stockholders Agreement is hereby amended
to read in its entirety as follows:
"(a) Amendment; Waiver and Release. Except as otherwise
provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective unless such
modification, amendment or waiver is approved in writing by
(i) the Company, (ii) Stockholders holding at least a majority
in voting power of the Stockholder Shares subject to this
Agreement, (iii) Xxxxxxxxx (so long as Xxxxxxxxx continues to
hold 50% or more of the Stockholder Shares held by Xxxxxxxxx
that are subject to this Agreement), (iv) Universal (so long
as Universal continues to hold 50% or more of the Stockholder
Shares held by Universal that are subject to this Agreement),
and (v) a majority in interest as to the shares owned by Xxxxx
Xxxxx and Xxxxxxx Xxxxx. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect
the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms."
4. This Second Amendment may be executed in separate
counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same
agreement.
5. Except as provided for above, the terms of the Stockholders
Agreement, as amended by First Amendment thereto dated as of
October 13, 1999, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment, to Stockholders Agreement on the day and year first above written.
DIGITAL THEATER SYSTEMS, INC.
By: /s/ X.X. Xxxxxxx
---------------------------------
Name: X.X. Xxxxxxx
Title: CEO
/s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, individually
[Other signatures]
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In witness whereof, the parties have executed this Second Amendment to
Stockholders Agreement on the day and year first above written.
EOS PARTNERS SBIC, L.P.
By: Eos SBIC General, L.P.,
its General Partner
By: Eos SBIC, Inc.
its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: __________________________
Title: _________________________
Eos Partners SBIC, L.P.
by Eos SBIC General, L.P., its
General Partner
by Eos SBIC, Inc., its Managing
General Partner
by Xxxxxx X. Xxxxxxxx, President
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In witness whereof, the parties have executed this Second Amendment to
Stockholders Agreement on the day and year first above written.
WESTON PRESIDIO CAPITAL II
By: /s/ Xxxxx X. XxXxxxx
---------------------------------
Name: Xxxxx X. XxXxxxx
Title: General Partner
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In witness whereof, the parties have executed this Second Amendment to
Stockholders Agreement on the day and year first above written.
UNIVERSITY CITY STUDIOS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: /s/ Xxxxxxx X. Xxxxxx
Title: SVP & CFO
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In witness whereof, the parties have executed this Second Amendment to
Stockholders Agreement on the day and year first above written.
FORTH INVESTMENTS, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: CFO
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At Communications KK
By: _________________________________
Name: ___________________________
Title: __________________________
_____________________________________
Xxxxxxx Xxxxxxxxx
_____________________________________
Buzz Xxxxxxx
/s/ Xxx Xxxxxxxx
-------------------------------------
Xxx Xxxxxxxx
_____________________________________
Xxxxx Xxxxxx
_____________________________________
Xx. Xxxx X. Xxxxx
_____________________________________
Xxx. Xxxx X. Xxxxx
/s/ Xxx Xxxxxxx
------------------------------------
Xxx Xxxxxxx
_____________________________________
Xxxxxxx Xxxxxx
_____________________________________
Xxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx
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