IMAX CORPORATION
Exhibit 4.2
Exhibit 4.2
[EXECUTION COPY]
AMENDMENT TO SHAREHOLDERS’ AGREEMENT
(SELLING SHAREHOLDERS)
(SELLING SHAREHOLDERS)
March 1, 1994
To the Parties Named on
the Signature Pages Hereto
the Signature Pages Hereto
Gentlemen:
We refer to the Shareholders Agreement dated as of January 3, 1994 (the “Shareholders Agreement”) among the undersigned and you. Unless otherwise defined herein, the terms defined in the Shareholders Agreement shall be used herein as therein defined.
The parties desire to amend the Shareholders Agreement as provided herein. Accordingly, it is hereby agreed by you and us that the second and third recitals of the Shareholders Agreement are, effective as of the date first above written, hereby amended and restated in their entirety to read as follows:
WHEREAS, upon the Closing (as defined in the Acquisition Agreement), each of Gelfond and Wechsler will be the registered holder and beneficial owner of an aggregate of 387,945 common shares of the Company (the “Common Stock”) and warrants (the “GW Warrants”) to purchase 143, 879 shares of Common Stock;
WHEREAS, upon the Closing, WP and certain of its partners and affiliates will be the registered holders and beneficial owners of an aggregate of 225,000 Class A Preferred Shares (“Class A Preferred Shares”) of the Company and warrants (“Warrants”) to purchase an aggregate of 3,562,060 shares of Common Stock;
On an after the effective date of this letter amendment, each reference in the Shareholders Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Shareholders Agreement shall mean and be a reference to the Shareholders Agreement as amended by this letter amendment. The Shareholders Agreement, as amended by this letter amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
- 2 -
If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this letter amendment to the undersigned.
This letter amendment may be executed and delivered (including by facsimile transmission) in any number of counterparts and by and combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same instrument.
| Very truly yours, WGIM ACQUISITION CORPORATION | ||||
| By | /s/ Peter D. Lyons | |||
| Name: | Peter D. Lyons | |||
| Title: | Vice President and Assistant Secretary | |||
Agreed as of the date
first above written:
first above written:
/s/ Richard L. Gelfond | ||
/s/ Bradley J. Wechsler | ||
/s/ Douglas Trumbull |
| WASSERSTEIN PERELLA PARTNERS, L.P. | ||||||
| By | WASSERSTEIN PERELLA MANAGEMENT | |||||
| PARTNERS, INC., its general partner | ||||||
| By | W. Townsend Ziebold | |||||
| Name: | W. Townsend Ziebold | |||||
| Title: | Attorney-in-Fact | |||||
- 3 -
| WASSERSTEIN PERELLA OFFSHORE PARTNERS, L.P. | ||||||
| By | WASSERSTEIN PERELLA MANAGEMENT | |||||
| PARTNERS, INC., its general partner | ||||||
| By | /s/ W. Townsend Ziebold | |||||
| Name: W. Townsend Ziebold | ||||||
| Title: Attorney-in-Fact | ||||||
| Jonathan Barker | by | * | as attorney-in-fact | |||
| Jonathan Barker | ||||||
| Nancy Bell | by | * | as attorney-in-fact | |||
| Nancy Bell | ||||||
| Gregory J. Breen | by | * | as attorney-in-fact | |||
| Gregory J. Breen | ||||||
| C.W. Breukelman | by | * | as attorney-in-fact | |||
| C.W. Breukelman | ||||||
| David Breukelman | by | * | as attorney-in-fact | |||
| David Breukelman | ||||||
| Elaine Breukelman | by | * | as attorney-in-fact | |||
| Elaine Breukelman | ||||||
| Marion Breukelman | by | * | as attorney-in-fact | |||
| Marion Brueukelman | ||||||
| Tanya Breukelman | by | * | as attorney-in-fact | |||
| Tanya Breukelman |
- 4 -
| W.A. Breukelman | by | * | as attorney-in-fact | |||
| W.A. Breukelman | ||||||
| Canmont Investment Corp. Ltd. | by | * | as attorney-in-fact | |||
| Canmont Investment Corp. Ltd. | ||||||
| James B. Cawthon, Jr. | by | * | as attorney-in-fact | |||
| James B. Cawthon, Jr. | ||||||
| Elizabeth Chaplin | by | * | as attorney-in-fact | |||
| Elizabeth Chaplin | ||||||
| Diana Chaplin | by | * | as attorney-in-fact | |||
| Diana Chaplin | ||||||
| Gordon Chaplin | by | * | as attorney-in-fact | |||
| Gordon Chaplin | ||||||
| 434786 Ontario Limited | by | * | as attorney-in-fact | |||
| 434786 Ontario Limited | ||||||
| 434787 Ontario Limited | by | * | as attorney-in-fact | |||
| 434787 Ontario Limited | ||||||
| James D. Chaplin | by | * | as attorney-in-fact | |||
| James D. Chaplin | ||||||
| Janet Chaplin | by | * | as attorney-in-fact | |||
| Janet Chaplin | ||||||
| Richard Chaplin | by | * | as attorney-in-fact | |||
| Richard Chaplin |
- 5 -
| Charlford Investments Inc. | by | * | as attorney-in-fact | |||
| Charlford Investments Inc. | ||||||
| Ann Cochren | by | * | as attorney-in-fact | |||
| Ann Cochren | ||||||
| Doug Daymond | by | * | as attorney-in-fact | |||
| Doug Daymond | ||||||
| Stewart Daymond | by | * | as attorney-in-fact | |||
| Stewart Daymond | ||||||
| Daedalus Investments Ltd. | by | * | as attorney-in-fact | |||
| Daedalus Investments Ltd. | ||||||
| John M. Davison | by | * | as attorney-in-fact | |||
| John M. Davison | ||||||
| Executronics Limited | by | * | as attorney-in-fact | |||
| Executronics Limited | ||||||
| Allison Ferguson | by | * | as attorney-in-fact | |||
| Allison Ferguson | ||||||
| Betty Ferguson | by | * | as attorney-in-fact | |||
| Betty Ferguson | ||||||
| Graeme Ferguson | by | * | as attorney-in-fact | |||
| Graeme Ferguson | ||||||
| Munro Ferguson | by | * | as attorney-in-fact | |||
| Munro Ferguson |
- 6 -
| Joan Fisk | by | * | as attorney-in-fact | |||
| Joan Fisk | ||||||
| Forden Investments Ltd. | by | * | as attorney-in-fact | |||
| Forden Investments Ltd. | ||||||
| Nancy Garrett | by | * | as attorney-in-fact | |||
| Nancy Garrett | ||||||
| Michael A. Gibbon | by | * | as attorney-in-fact | |||
| Michael A. Gibbon | ||||||
| Graeholdings Ltd. | by | * | as attorney-in-fact | |||
| Graeholdings Ltd. | ||||||
| Jano Holdings Inc. | by | * | as attorney-in-fact | |||
| Jano Holdings Inc. | ||||||
| David Bedford Keighley | by | * | as attorney-in-fact | |||
| David Bedford Keighley | ||||||
| Patricia Anne Keighley | by | * | as attorney-in-fact | |||
| Patricia Anne Keighley | ||||||
| Barbara Kerr | by | * | as attorney-in-fact | |||
| Barbara Kerr | ||||||
| Robert Kerr | by | * | as attorney-in-fact | |||
| Robert Kerr | ||||||
| Janet Kroitor | by | * | as attorney-in-fact | |||
| Janet Kroitor |
- 7 -
| Paul Kroitor | by | * | as attorney-in-fact | |||
| Paul Kroitor | ||||||
| Roman Kroitor | by | * | as attorney-in-fact | |||
| Roman Kroitor | ||||||
| Stephanie Kroitor | by | * | as attorney-in-fact | |||
| Stephanie Kroitor | ||||||
| Tanya Kroitor | by | * | as attorney-in-fact | |||
| Tanya Kroitor | ||||||
| Yvanna Kroitor | by | * | as attorney-in-fact | |||
| Yvanna Kroitor | ||||||
| Karen Kurcera | by | * | as attorney-in-fact | |||
| Karen Kurcera | ||||||
| Ian Maxwell | by | * | as attorney-in-fact | |||
| Ian Maxwell | ||||||
| Lynn A. McCroskey | by | * | as attorney-in-fact | |||
| Lynn A. McCroskey | ||||||
| Andre Picard | by | * | as attorney-in-fact | |||
| Andre Picard | ||||||
| Jennifer H. Rae | by | * | as attorney-in-fact | |||
| Jennifer H. Rae | ||||||
| G. Mary Ruby | by | * | as attorney-in-fact | |||
| G. Mary Ruby |
- 8 -
| Scocam Investment Corp. | by | * | as attorney-in-fact | |||
| Scocam Investment Corp. | ||||||
| Sero Sed Serio Inc. | by | * | as attorney-in-fact | |||
| Sero Sed Serio Inc. | ||||||
| James Scott Shaw | by | * | as attorney-in-fact | |||
| James Scott Shaw | ||||||
| William C. Shaw | by | * | as attorney-in-fact | |||
| William C. Shaw | ||||||
| Alexandra Shea | by | * | as attorney-in-fact | |||
| Alexandra Shea | ||||||
| Stephen Low Productions Inc. | by | * | as attorney-in-fact | |||
| Stephen Low Productions Inc. | ||||||
| Martha Turner | by | * | as attorney-in-fact | |||
| Martha Turner | ||||||
| Alvis P. Wales, Jr. | by | * | as attorney-in-fact | |||
| Alvis P. Wales, Jr. | ||||||
| Robert Andrew Warnock | by | * | as attorney-in-fact | |||
| Robert Andrew Warnock | ||||||
| James Warnock | by | * | as attorney-in-fact | |||
| James Warnock |
- 9 -
| Anne D. Watkinson | by | * | as attorney-in-fact | |||
| Anne D. Watkinson |
| * | William A. Breukelman, by signing his name hereto, does hereby sign this letter amendment on behalf of each of the Selling Shareholders after whose typed names asterisks appear pursuant to a power of attorney duly executed by each such Selling Shareholder. |
| By | /s/ William A. Breukelman | |||
| Attorney-in-fact | ||||
| By | /s/ William A. Breukelman | |||
| William A. Breukelman | ||||