Amendment to Amended and Restated Stockholders' Agreement



 Exhibit 4.5 

EXECUTION VERSION 

AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT 

AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of April 1, 2009 (this “Amendment”), by
and among Rhombus Holding Corporation, a Delaware corporation (the “Company”), Platinum Equity Capital Partners, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-A, L.P., a Delaware limited partnership,
Platinum Equity Capital Partners-PF, L.P., a Delaware limited partnership, Platinum Equity Capital Partners II, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-A II, L.P., a Delaware limited partnership, Platinum Equity
Capital Partners-PF II, L.P., a Delaware limited partnership, Platinum Rhombus Principals, LLC, a Delaware limited liability company, Moelis Capital Partners Opportunity Fund I, LP (“Assignor”) and Moelis Capital Partners
Opportunity Fund I-A, LP (“Assignee”). 
 W I T N E S S E T H: 

WHEREAS, the parties hereto, other than Assignee, previously entered into the Stockholders’ Agreement dated as of December 31,
2007 (the “Stockholders’ Agreement”); and 
 WHEREAS, Assignor and Assignee entered into the Stock
Transfer Agreement dated as of March 31, 2009 (the “Stock Transfer Agreement”), pursuant to which Assignor agreed, subject to the terms and conditions thereof, to sell 3,824 shares of common stock, par value $0.01 per share of
the Company (the “Transferred Shares”) to Assignee as of March 31, 2009; and 
 WHEREAS, in connection
with the Stock Transfer Agreement, the parties hereto entered into the Amended and Restated Stockholders’ Agreement as of March 31, 2009 (the “Amended Stockholders’ Agreement”) to, among other things, add Assignee as
a party thereto with respect to the Transferred Shares; and 
 WHEREAS, Assignor and Assignee have entered into the Amended and
Restated Stock Transfer Agreement as of April 1, 2009 (the “Amended Stock Transfer Agreement”) to change the effective date of the sale of the Transferred Shares from March 31, 2009 to April 1, 2009; and 

WHEREAS, the parties hereto desire to amend the Amended Stockholders’ Agreement so that the amendments to the Stockholders Agreement
effected by the Amended Stockholders’ Agreement are made effective as of April 1, 2009, rather than as of March 31, 2009. 

NOW THEREFORE, for good an adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows: 
 1. The effective date of the Amended Stockholders’ Agreement is hereby amended from March 31, 2009 to
April 1, 2009. All amendments to the Stockholders’ Agreement effected by the Amended Stockholders’ Agreement shall take effect as of April 1, 2009, rather than as of March 31, 2009. 

2. All references to the Stock Transfer Agreement in the Amended Stockholders’ Agreement are hereby deemed to refer to the Amended
Stock Transfer Agreement. 







 3. Except as modified hereby, all other terms and conditions of the Amended
Stockholders’ Agreement shall remain unchanged. 
 [Signature Pages Follow] 

 

 2 








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

					
	RHOMBUS HOLDING CORPORATION
		
	By:	 	/s/ Eva M. Kalawski
		 	Name: Eva M. Kalawski
		 	Title: Vice President & Secretary
	
	PLATINUM EQUITY CAPITAL PARTNERS, L.P.
		
	By:	 	 PLATINUM EQUITY PARTNERS, LLC,

its General Partner

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary
	
	PLATINUM EQUITY CAPITAL PARTNERS-A, L.P.
		
	By:	 	 PLATINUM EQUITY PARTNERS, LLC,

its General Partner

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary
	
	PLATINUM EQUITY CAPITAL PARTNERS-PF, L.P.
		
	By:	 	 PLATINUM EQUITY PARTNERS, LLC,

its General Partner

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary










					
	PLATINUM EQUITY CAPITAL PARTNERS II, L.P.
		
	By:	 	 PLATINUM EQUITY PARTNERS II, LLC,

its General Partner

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary
	
	PLATINUM EQUITY CAPITAL PARTNERS-A II, L.P.
		
	By:	 	 PLATINUM EQUITY PARTNERS II, LLC,

its General Partner

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary
	
	PLATINUM EQUITY CAPITAL PARTNERS-PF II, L.P.
		
	By:	 	 PLATINUM EQUITY PARTNERS II, LLC,

its General Partner

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary
	
	PLATINUM RHOMBUS PRINCIPALS, LLC
			
		 	By:	 	 Platinum Equity Investment Holdings, LLC

its Senior Managing Member

			
		 	By:	 	/s/ Eva M. Kalawski
		 		 	Name: Eva M. Kalawski
		 		 	Title: Vice President & Secretary










					
	MOELIS CAPITAL PARTNERS OPPORTUNITY FUND I, LP
		
		 	By: Moelis Capital Partners Opportunity Fund I LLC
		 	Its: General Partner
		
		 	 By: Moelis Capital Partners LLC

Its: Managing Member

		
		 	 By: Moelis & Company Holdings LLC

Its: Managing Member

		
		 	 By: Moelis & Company Manager LLC

Its: Managing Member

			
		 	By:	 	/s/ Peter Vogelsang
		 		 	Name: Peter Vogelsang
		 		 	Title: General Counsel
	
	MOELIS CAPITAL PARTNERS OPPORTUNITY FUND I-A, LP
		
		 	By: Moelis Capital Partners Opportunity Fund I LLC
		 	Its: General Partner
		
		 	 By: Moelis Capital Partners LLC

Its: Managing Member

		
		 	 By: Moelis & Company Holdings LLC

Its: Managing Member

		
		 	 By: Moelis & Company Manager LLC

Its: Managing Member

			
		 	By:	 	/s/ Peter Vogelsang
		 		 	Name: Peter Vogelsang
		 		 	Title: General Counsel