First Amendment to Third Amended and Restated Stockholders' Agreement



 Exhibit 4.3 
 FIRST AMENDMENT 
 TO 

THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT 

This First Amendment to Third Amended and Restated Stockholders’ Agreement (this “Amendment”) is entered into as of
June 24, 2002, by and among Fender Musical Instruments Corporation, a Delaware corporation (the “Company”) and the holders of the Company’s Class A Common Stock and Class C Common Stock. 

1. Amendment. The Company’s Third Amended and Restated Stockholders’ Agreement (the “Stockholders’
Agreement”) is hereby amended by adding a new Section 4.3, which shall state in its entirety as follows: 
 4.3 Reissuance of Shares. The 2,066 shares of Common Stock repurchased by the Company from Schultz on January 3, 2002, pursuant to the Plan of Redemption for the Common Stock of Schultz dated
December 1, 1997 (the “Schultz Redemption Shares”) shall be deemed to have been repurchased pursuant to this Section 4. The Company shall be entitled to reissue, at the then fair market value, to current and new employees of the
Company shares of Common Stock repurchased by the Company after December 28, 2001 pursuant to this Section 4, including without limitation the Schultz Redemption Shares. Shares reissued in accordance with the preceding sentence shall not
be deemed to be “Additional Stock” and shall not result in an adjustment of the “Conversion Price” as such terms are defined in the Restated Certificate. No shares reissued pursuant to this Section 4.3 shall be sold to any
person unless such person is already a party to this Agreement or executes a counterpart signature page to this Agreement agreeing to be bound by the terms and provisions hereof. 

2. No Other Amendments. Except as expressly provided for herein, the parties hereto do not intend to amend or otherwise alter any
of the terms and conditions of the Stockholders Agreement. 
 3. Entire Agreement. This Amendment constitutes the entire
agreement of the parties hereto with respect to the amendment of the Stockholders’ Agreement. Neither this Amendment nor the Stockholders’ Agreement (as amended hereby) may be modified except in writing, signed by the requisite parties
specified in the Stockholders’ Agreement. 
 4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same document. 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written. 
 COMPANY 
  

			
	 FENDER MUSICAL INSTRUMENTS
 CORPORATION, a Delaware corporation

		
	By:	 	/s/ William C. Schultz
		
	Its:	 	  


 CLASS C STOCKHOLDERS 
  

													
	WESTON PRESIDIO CAPITAL IV, L.P.	 		 	WPC ENTREPRENEUR FUND II, L.P.
							
	By	 		 	 WESTON PRESIDIO CAPITAL

MANAGEMENT IV, LLC,
 its General
Partner
	 		 	By	 		 	 WESTON PRESIDIO CAPITAL

MANAGEMENT IV, LLC,
 its General
Partner

							
		 	By:	 	/s/ Michael P. Lazarus	 		 		 	By:	 	/s/ Michael P. Lazarus
							
		 	Its:	 	  
	 		 		 	Its:	 	  

		
	WESTON PRESIDIO CAPITAL III, L.P.	 	WPC ENTREPRENEUR FUND, L.P.
							
	By	 		 	 WESTON PRESIDIO CAPITAL

MANAGEMENT III, LLC,
 its General
Partner
	 		 	By	 		 	 WESTON PRESIDIO CAPITAL

MANAGEMENT III, LLC,
 its General
Partner

							
		 	By:	 	/s/ Michael P. Lazarus	 		 		 	By:	 	/s/ Michael P. Lazarus
							
		 	Its:	 	  
	 		 		 	Its:	 	  



  
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 CLASS A STOCKHOLDERS 

 

									
	WILLIAM CHARLES SCHULTZ & MARY JANE SCHULTZ FAMILY TRUST	 		 	KANDA SHOKAI CORPORATION
				
	/s/ William C. Schultz	 		 	By:	 	/s/ Masayuki Suzuki
				
	      William C. Schultz, Trustee	 		 	Its:	 	Masayuki Suzuki, President
			
	ARBITER GROUP PLC	 		 	YAMANO MUSIC CO., LTD.
					
	By:	 	/s/ Ivory Arbiter	 		 	By:	 	/s/ Masamitsu Yamano
					
	Its	 	  
	 		 	Its:	 	Msamitsu Yamano, Chairman & CEO
			
	SERVCO CALIFORNIA INC.	 		 	SERVCO PACIFIC INC.
					
	By:	 	/s/ Mark Fukunaga	 		 	By:	 	/s/ Mark Fukunaga
					
	Its:	 	Chairman & CEO	 		 	Its:	 	Chairman & CEO
				
		 		 		 	/s/ William C. Mendello
				
		 		 		 	      William C. Mendello
				
		 		 		 	BEING THE COMPANY AND THE HOLDERS OF A MAJORITY OF THE COMPANY’S COMMON STOCK AND THE HOLDERS OF A MAJORITY OF THE COMPANY’S CLASS C COMMON
STOCK


  
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