exv4w2



 





IMAX CORPORATION

Exhibit 4.2




[EXECUTION COPY]




AMENDMENT TO SHAREHOLDERS’ AGREEMENT

(SELLING SHAREHOLDERS)




March 1, 1994




To the Parties Named on

     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:




	 	 	 
	/s/ Richard L. Gelfond
 

Richard L. Gelfond

	 	 
	 
	 	 
	/s/ Bradley J. Wechsler
 

Bradley J. Wechsler
	 	 
	 
	 	 
	/s/ Douglas Trumbull

 

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