Second Amendment to Stockholders Agreement among Digital Theater Systems, Inc. and Stockholders

Summary

This amendment updates the Stockholders Agreement originally made in 1997 between Digital Theater Systems, Inc. and its stockholders. It changes how certain representatives are designated, clarifies when the agreement can be terminated, and specifies how future amendments or waivers must be approved. All other terms of the original agreement remain unchanged. The amendment is effective as of April 4, 2000, and is signed by the company and several major stockholders.

EX-10.5 15 v88961exv10w5.txt EXHIBIT 10.5 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 Terry Beard and Patrick Beard, 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) Spielberg, (D) Universal, and (E) a majority in interest as to the shares owned by Terry Beard and Patrick Beard." 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) Spielberg (so long as Spielberg continues to hold 50% or more of the Stockholder Shares held by Spielberg 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 Terry Beard and Patrick Beard. 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/ D.E. Slusser --------------------------------- Name: D.E. Slusser Title: CEO /s/ Terry Beard --------------------------------- Terry Beard, individually [Other signatures] 2 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/ Steven M. Friedman --------------------------------- 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 Steven M. Friedman, President 3 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/ James B. McElwee --------------------------------- Name: James B. McElwee Title: General Partner 4 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/ William A. Sutman --------------------------------- Name: /s/ William A. Sutman Title: SVP & CFO 5 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/ Michael Rutman --------------------------------- Name: Michael Rutman Title: CFO 6 At Communications KK By: _________________________________ Name: ___________________________ Title: __________________________ _____________________________________ William Neighbors _____________________________________ Buzz Knudson /s/ Jon Kirchner ------------------------------------- Jon Kirchner _____________________________________ Julie Koppel _____________________________________ Mr. John C. Dyatt _____________________________________ Mrs. John C. Dyatt /s/ Dan Slusser ------------------------------------ Dan Slusser _____________________________________ Richard Koppel _____________________________________ Salah Hassanein /s/ Terry Beard ------------------------------------- Terry Beard 7