EXHIBIT 4.5
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AMENDMENT NO. 1
TO
STOCKHOLDERS' AGREEMENT
This Amendment No. 1 to Stockholders' Agreement (this "Amendment") dated as
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of October 13, 1998 is entered into by and among FirstAmerica Automotive, Inc.,
a Delaware corporation (the "Company"), Xxxxxx Xxxxx and Xxxxxx Xxxxxxx (the
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"Principals"), and the holders of a majority of the shares of Common Stock held
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by TCW Stockholders (the "TCW Stockholders").
WHEREAS, the parties hereto desire to modify the definitions of the terms,
"TCW" and "Initial TCW Holders" as defined in Section 1 of the Stockholders'
Agreement dated as of July 11, 1997, by and among the Company and its
stockholders.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions. For all purposes of this Amendment:
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(a) Capitalized terms used but not defined herein shall have the
respective meanings assigned to such terms in the Stockholders' Agreement;
and
(b) The terms "hereby," "hereto," "hereof" and "herewith" and other
words of similar import refer to this Amendment.
Section 2. New Definition of "TCW."
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(a) The definition of "TCW" in Section 1 of the Stockholders'
Agreement is hereby amended and restated in its entirety to read as
follows:
"TCW" means collectively, TCW/Crescent Mezzanine Partners, L.P.,
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a Delaware limited partnership, TCW Mach I Partners, L.P., a
Delaware limited partnership and TCW Shared Opportunity Fund II,
L.P., a Delaware limited partnership, TCW Leveraged Income Trust,
L.P., a Delaware limited partnership, TCW/Crescent Mezzanine
Trust, a Delaware business trust (collectively, the "Initial TCW
Holders"), and such Persons to whom TCW Transfers Securities in a
manner permitted by this Agreement, provided, that the Principals
and their Affiliates shall not become "TCW" by acquiring
Securities from TCW.
Section 3. Miscellaneous.
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(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).
(b) Upon the execution and delivery of this Amendment, the
Stockholders' Agreement shall be amended in accordance herewith and this
Amendment shall for a part of the Stockholders' Agreement for all purposes,
and the parties hereto shall be bound by the Stockholders' Agreement, as
amended.
(c) This Amendment may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different parties hereto on
separate counterparts each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument.
(d) The Section headings of this Amendment are for convenience of
reference only and shall not be deemed to modify, explain, restrict, alter
or affect the meaning or interpretation of any provision hereof.
[Signatures Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
set forth below as of the date first written above.
The COMPANY:
FIRST AMERICA AUTOMOTIVE, INC.
By: /s/ Xxxxxx X. Price
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Name: Xxxxxx X. Price
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Title: President
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The Principals:
/s/ Xxxxxx X. Price
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Xxxxxx X. Price
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
TCW STOCKHOLDERS:
TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW CRESCENT MEZZANINE INVESTMENT
PARTNERS, L.P.
By: TCW/CRESCENT MEZZANINE, L.L.C.,
its general partner or managing owner
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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TCW LEVERAGED INCOME TRUST, L.P.
By: TCW ADVISORS (BERMUDA), LIMITED,
as General Partner
By: /s/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
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Title: President
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By: TCW INVESTMENT MANAGEMENT
COMPANY,
as Investment Advisor
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (XXXX XX), L.P.,
as General Partner
By: TCW ADVISORS (BERMUDA), LIMITED,
as general partner
By: /s/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
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Title: President
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By: TCW INVESTMENT MANAGEMENT
COMPANY,
as Investment Advisor
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT COMPANY,
as investment manager and
attorney-in-fact
By: /s/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
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Title: President
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By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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TCW SHARED OPPORTUNITY FUND II, L.P.
BY: TCW INVESTMENT MANAGEMENT
COMPANY,
its investment advisor
By: /s/ Xxxx-Xxxx Xxxxxx
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Name: Xxxx-Xxxx Xxxxxx
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Title: President
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By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Managing Director
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