AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Exhibit 10.14
AMENDMENT NO. 1 TO
This Amendment No. 1 (the “Amendment”), dated as of July 30, 2004, to the Stockholders Agreement dated as of February 29, 2004 among WMG Parent Corp., a Delaware corporation (the “Company”), WMG Holdings Corp., a Delaware corporation (“Midco”), WMG Acquisition Corp., a Delaware corporation, the Investors named therein and certain other parties thereto (the “Agreement”), is made by the Company, Midco and the undersigned Investors. Capitalized terms used and not otherwise defined herein shall have the same meaning as specified in the Agreement.
RECITALS
WHEREAS, the Company, Midco and the undersigned Investors desire to amend the Agreement pursuant to Section 10.2 thereof to better effectuate the intent of the parties thereto; and
WHEREAS, the undersigned Investors constitute (i) the holders of at least a Majority in Interest of the Shares, (ii) the Majority THL Investors, the Majority Bain Investors, the Majority Providence Investors and the Majority Lexa Investors and (iii) the Requisite Stockholder Majority.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment to Section 2.4. The first paragraph of Section 2.4 of the Agreement is amended and restated in its entirety to read as follows:
2.4. Certain Actions. The Company, Midco and the holders of Shares agree that, in addition to any other approval required by the certificate of incorporation of the Company or Midco or by applicable law, the approval of a majority of the entire Board and, except with respect to Section 2.4.1, the approval of the Requisite Stockholder Majority, shall be required to do any of the following:
2. Effect of Amendment. Except to the extent expressly modified hereby, the provisions of the Agreement shall remain unmodified and the Agreement, as amended hereby, is confirmed as being in full force and effect.
3. Governing Law. This Amendment and all claims arising out of or based upon this Amendment or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment (or caused this Amendment to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.
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THE COMPANY: |
WMG PARENT CORP. |
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By: |
/s/ Xxxxx Xxxxxxxx, Xx. |
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Name: Xxxxx Xxxxxxxx, Xx. |
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Title: Chief Executive Officer |
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MIDCO: |
WMG HOLDINGS CORP. |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: SVP & Deputy General Counsel |
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SIGNATURE PAGE
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
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THE INVESTORS: |
XXXXXX X. XXX EQUITY FUND V, L.P. |
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By: THL Equity Advisors V, LLC, its general partner |
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By: Xxxxxx X. Xxx Partners, L.P., its sole member |
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By: Xxxxxx X. Xxx Advisors, LLC, its general partner |
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By: |
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Name: |
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Title: |
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XXXXXX X. XXX PARALLEL FUND V, L.P. |
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By: THL Equity Advisors V, LLC, its general partner |
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By: Xxxxxx X. Xxx Partners, L.P., its sole member |
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By: Xxxxxx X. Xxx Advisors, LLC, its general partner |
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By: |
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Name: |
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Title: |
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XXXXXX X. XXX EQUITY (CAYMAN) FUND V, L.P. |
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By: THL Equity Advisors V, LLC, its general partner |
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By: Xxxxxx X. Xxx Partners, L.P., its sole member |
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By: Xxxxxx X. Xxx Advisors, LLC, its general partner |
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By: |
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Name: |
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Title: |
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THL WMG EQUITY INVESTORS, L.P. |
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By: THL Equity Advisors V, LLC, its general partner |
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By: Xxxxxx X. Xxx Partners, L.P., its sole member |
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By: Xxxxxx X. Xxx Advisors, LLC, its general partner |
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By: |
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Title: |
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* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page above:
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/s/ Xxxxxx X. Xxx |
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Name: |
Xxxxxx X. Xxx |
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Title: |
Managing Director |
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1997 XXXXXX X. XXX NOMINEE TRUST |
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By: |
US Bank, not personally, but solely as Trustee under the 1997 Xxxxxx X. Xxx Nominee Trust |
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By: |
/s/ Xxxx X. Xxxxx |
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Name: Xxxx X. Xxxxx |
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Title: Vice President |
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XXXXXX X. XXX INVESTORS LIMITED PARTNERSHIP |
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By: |
THL Investment Management Corp., its general partner |
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By: |
/s/ Xxxxxx X. Xxx |
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Name: Xxxxxx X. Xxx |
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Title: Chief Executive Officer |
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XXXXXX INVESTMENT HOLDINGS, LLC |
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By: Xxxxxx Investments, LLC, its managing member |
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By: |
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Name: Xxxxxxx X. Xxxx xx Xxxxx |
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Title: Managing Director |
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XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I LLC |
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By: Xxxxxx Investment Holdings, LLC, its managing member |
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By: Xxxxxx Investments, LLC, its managing member |
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By: |
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Name: Xxxxxxx X. Xxxx xx Xxxxx |
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Title: Managing Director |
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XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II LLC |
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By: Xxxxxx Investment Holdings, LLC, its managing member |
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By: Xxxxxx Investments, LLC, its managing member |
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By: |
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Name: Xxxxxxx X. Xxxx xx Xxxxx |
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Title: Managing Director |
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* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page above:
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/s/ Xxxxxxx X. Xxxx xx Xxxxx |
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Name: Xxxxxxx X. Xxxx de Xxxxx |
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XXXX CAPITAL INTEGRAL INVESTORS, LLC |
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Name: |
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Title: Managing Director |
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XXXX CAPITAL VII COINVESTMENT FUND, LLC |
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By: |
Xxxx Capital VII Coinvestment Fund, L.P., |
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By: |
Xxxx Capital
Partners VII, L.P., |
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By: |
Xxxx Capital Investors, LLC, |
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By: |
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Name: |
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Title: Managing Director |
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BCIP TCV, LLC |
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By: Xxxx Capital Investors, LLC |
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By: |
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Name: |
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Title: Managing Director |
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* The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page above: |
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/s/ Xxx Xxxxxx |
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Name: |
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PROVIDENCE EQUITY PARTNERS IV, L.P. |
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By: |
Providence Equity Partners XX XX L.P., |
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its general partner |
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By: |
Providence Equity Partners IV LLC, |
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its general partner |
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By: |
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Name: |
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Title: |
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PROVIDENCE EQUITY OPERATING PARTNERS IV, L.P. |
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By: |
Providence Equity Partners XX XX L.P., |
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its general partner |
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By: |
Providence Equity Partners IV LLC, |
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its general partner |
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By: |
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Name: |
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Title: |
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* The signature appearing immediately below shall serve as a signature at each place indicated with an “*”on this page above: |
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/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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MUSIC CAPITAL PARTNERS, L.P. |
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By: |
MUSIC PARTNERS CAPITAL LIMITED |
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its general partner |
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By |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Vice President |
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