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EXHIBIT 10.4  


 
 

US SEARCH.COM INC.
  
    FIRST AMENDMENT
  
    TO
  
    STOCKHOLDERS AGREEMENT    
  


    THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this
"Amendment") is entered into as of June 5, 2001, by and among US Search.com, Inc., a Delaware corporation (the
"Company"), The Kushner-Locke Company, a California corporation (together with any of its affiliates who currently own common stock of the Company,
"KL"), Pequot Private Equity Fund II, L.P., a Delaware limited partnership and (together with any of its Affiliates (as defined in the Agreement) the
"Purchasers"). 


 
 

R E C I T A L S    
  


    WHEREAS, the parties to this Amendment are parties to that certain Stockholders Agreement, dated as of September 7, 2000 (the
"Agreement"); 


    WHEREAS,
the Company and Pequot have entered into a Preferred Stock Exchange and Purchase Agreement, of even date herewith (the "Exchange
Agreement"), pursuant to which Pequot has agreed to exchange its Series A Convertible Preferred Stock of the Company (the "Series A
Preferred Shares") for newly issued series of convertible preferred stock of the Company (the "Series A-1 Preferred
Shares"), cancel a certain warrant for shares of Series A Preferred Shares, and convert certain promissory notes for additional shares of Series A-1
Preferred Shares; and pursuant to which the Company will issue a new warrant to Pequot for the purchase of Series A-1 Preferred Shares, subject to the terms and conditions set forth
therein; and 


    WHEREAS,
in connection with the transactions contemplated by the Exchange Agreement and to induce Pequot to enter into the Exchange Agreement the parties hereto desire to amend the
Agreement as provided below. 


 
 

A M E N D M E N T    
  


    NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing and for good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Agreement is hereby amended as set forth below. 


    1.  References
in the Agreement to "this Agreement" shall be deemed to be references to the Agreement as amended hereby. 



    2.  The
definition of "KL Right of First Refusal Agreement" appearing in the second recital to the Agreement shall be deleted and the KL Right of First Refusal
Agreement shall mean the Right of First Refusal Agreement dated as of September 7, 2000, as amended by the First Amendment to Right of First Refusal Agreement, dated as of the date hereof, by
and between KL and the Purchasers. 


    3.  The
definition of "USS Stock Purchase Agreement" appearing in the first recital of the Agreement shall be deleted, and the USS Stock Purchase Agreement shall mean
the Exchange Agreement for the purposes of the Agreement, with the exception of Section 9(b) of the Agreement. 



    4.  The
term "First Closing" in Section 9 of the Agreement shall mean the first closing under the USS Stock Purchase Agreement dated September 7, 2000, by
and between the Company and the Purchasers. 


    5.  The
definition of "Series A Preferred" appearing in the first recital shall be deleted, and the Series A Preferred shall mean the
Series A-1 Preferred Shares for the purposes of the Agreement, with the exception of Section 9(b) of the Agreement. 





 


    6.  The first sentence of the second paragraph of Section 7 of the Agreement is hereby deleted in its entirety and replaced with the following: 


    "Each
of the Stockholders further agrees to take all such actions, including without limitation, the voting of their respective Voting Shares, to cause the shareholders of the Company
to approve, at their next meeting, one or more amendments to the Certificate of Incorporation to remove the differences referred to in clauses (i) and (ii) above and to authorize all
such additional shares of Common Stock as are required to permit the conversion of all authorized shares of Series A-1 Preferred Shares (including all dividends which may accumulate
with respect thereto)." 


    7.  In
the first sentence of Section 13 (e) the words "David Malat, the Chief Accounting Officer of Purchaser's Investment Manager" are hereby omitted and
replaced with the words "Amber Tencic". 


    Except
as amended hereby the provisions of the Agreement shall remain unchanged and in full force and effect. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Delaware. 


[Signature
Page Follows] 


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    IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above. 



	 	 	PEQUOT PRIVATE EQUITY FUND II, L.P.
	 	 	BY:	PEQUOT CAPITAL MANAGEMENT, INC.,

its Investment Manager
	

 	
 	

 	

 
	

 	
 	

By:	

/s/ KEVIN E. O'BRIEN   

	 	 	Name:	Kevin E. O'Brien
	 	 	Title:	General Counsel
	 	 	Facsimile:	(203) 429-2420
	 	 	Address:	500 Nyala Farm Road

Westport, CT 06880
	

 	
 	

 	

 
	

 	
 	

US SEARCH.COM, INC.
	

 	
 	

 	

 
	

 	
 	

By:	

/s/ BRENT N. COHEN   

	 	 	Name:	Brent N. Cohen
	 	 	Title:	Chief Executive Officer
	 	 	Facsimile:	(310) 882-7898
	 	 	Address:	5401 Beethoven Street

Los Angeles, CA 90066
	

 	
 	

 	

 
	

 	
 	

THE KUSHNER-LOCKE COMPANY
	

 	
 	

 	

 
	

 	
 	

By:	

/s/ DONALD KUSHNER   

	 	 	Name:	Donald Kushner
	 	 	Title:	Co-Chief Executive Officer
	 	 	Facsimile:	(310) 481-2101
	 	 	Address:	11601 Wilshire Boulevard

21st Floor

Los Angeles, California 90025






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US SEARCH.COM INC. FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT

R E C I T A L S

A M E N D M E N T