MATTHEWS STUDIO EQUIPMENT GROUP
EXHIBIT (11.2) AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1 TO
STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT, dated as of April 5, 1996 (this
"Amendment") to that certain Stockholders Agreement dated as of July 27, 1995
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(the "Stockholders Agreement"), among MATTHEWS STUDIO EQUIPMENT GROUP (the
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"Company"), ING EQUITY PARTNERS, L.P.I ("ING"), and the Management Stockholders
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is made by and among the Company, ING and the Management Stockholders.
Capitalized terms used herein, except as otherwise defined herein, shall have
the meanings given to such terms in the Stockholders Agreement.
WHEREAS, the Common Stock of the Company is listed on the National
Association of Securities Dealer, Inc. ("NASD") inter-dealer quotation system
and is designated as a National Market System security; and
WHEREAS, the NASD has required that the Company amend the terms of the
Warrant to modify the anti-dilution rights of the holders of the Warrant and
amend the terms of the Preferred Stock, to modify the powers, rights, privileges
and preferences of the Preferred Stock; and
WHEREAS, the Company, the Management Stockholders and ING mutually desire
to maintain the listing of the Company's Common Stock with the NASD and the
designation of the same as a National Market System security and in connection
with the amendment of the Warrant, the terms of the Preferred Stock and related
documents in order for the Company to accommodate the actions required by the
NASD, and ING wishes to amend the Stockholders Agreement and the Company and the
Management Stockholders are willing to enter into this Amendment to provide such
accommodation;
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. Amendments to Stockholders Agreement. The Stockholders Agreement
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is hereby amended as of date hereof to amend and revise Section 6.1(a) to read
in its entirety as follows:
Section 6.1. Certain Terminations. (a) The
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provisions of Articles III, IV (other than in Section 4.4) and V shall
terminate on the date on which any of the following events first
occurs: (i) a Qualifying Offering, (ii) a merger or consolidation of
the Company with or into another Person that is not an Affiliate of
the Company, as a result of which the Stockholders own less than 51%
of the outstanding shares of Voting Stock of the surviving or
resulting corporation, or (iii) ten years from the date of this
Agreement.
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. Effective Time. This Amendment shall become effective upon
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compliance with each of the conditions set forth in Section 4 of Amendment No. 1
to Purchase Agreement of even date herewith between the Company and ING.
4. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
MATTHEWS STUDIO EQUIPMENT GROUP
By: /s/ Carlos D. De Mattos
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Carlos D. De Mattos Chairman & Chief
Executive Officer
STOCKHOLDERS:
ING EQUITY PARTNERS, L.P. I
By: LEXINGTON PARTNERS, L.P.
its general partner
By: LEXINGTON PARTNERS, INC.
its general partner
By: /s/ Benjamin P. Giess
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Benjamin P. Giess
Vice President
/s/ Carlos D. De Mattos
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Carlos D. De Mattos
/s/ Edward Phillips
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Edward Phillips
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C&E DM Limited Partnership
By: /s/ Carlos De Mattos
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Carlos De Mattos,
Its General Partner
C&E DM, LLC
By: /s/ Carlos De Mattos
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Carlos De Mattos,
Its Manager
The Carlos and Elena De Mattos Family
Trust dated February 12, 1991
/s/ Carlos De Mattos
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Carlos De Mattos, Trustee
The Edward and Norma Phillips
Family Trust dated June 5, 1991
/s/ Edward Phillips
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Edward Phillips, as trustee
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