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Exhibit 10.30
FREEDOM SECURITIES CORPORATION
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT
Amendment, dated March , 1998, and amended on January 30, 1998 and
March 10, 1998, to that certain Stockholders Agreement (the "Stockholders
Agreement"), dated November 30, 1996, by and among Freedom Securities
Corporation, formerly named JHFSC Acquisition Corp. (the "Company"), Xxxxxx X.
Xxx Equity Fund III, L.P., Xxxxxx X. Xxx Foreign Fund III, L.P. and THL-CCI
Limited Partnership (collectively the "THL Investors"), SCP Private Equity
Partners, L.P. ("SCP"), Xxxx Xxxxxxx Subsidiaries, Inc. ("Xxxxxxx") and certain
employees and members of the Company's management (the "Employee Investors").
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Stockholders Agreement.
WHEREAS, the Company and the undersigned THL Investors, SCP, Xxxxxxx
and the Employee Investors desire to further amend the Stockholders Agreement;
NOW THEREFORE, in consideration of the mutual promises contained
herein, the sufficiency of which is hereby acknowledged, and holders of at least
55% in interest of the Company's outstanding shares as required to amend the
Stockholders Agreement as provided in Section 13.2 thereof agree as follows.
1. Section 2.6 of the Stockholders Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding the foregoing, in the event an Initial Public
Offering would otherwise cause the termination of Sections
2.1, 2.2 and 2.3, the provisions of Sections 2.1, 2.2 and 2.3
shall remain in full force and effect and shall not terminate
until the forty-fifth (45th) day following the Initial Public
Offering."
2. The amendment granted hereunder shall be limited precisely as
written and shall not constitute a waiver or modification of
any other covenants, terms or provisions of the Stockholders
Agreement, which shall remain in full force and effect.
Without limiting the foregoing, this Amendment shall not
prejudice any right or rights which each of the Stockholders
may otherwise have (now or in the future) under or in
connection with the Stockholders Agreement.
3. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one instrument.
4. This Amendment shall be governed by the laws of the State of
Delaware (regardless of the laws that might otherwise govern
under applicable Delaware principles of conflicts law) as to
all matters, including but not limited to matters of validity,
construction, effect, performance and remedies.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 3 to the Stockholders Agreement this day of March, 1998.
FREEDOM SECURITIES CORPORATION
By:
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Xxxx X. Xxxxxxxxx
CEO, Freedom Securities
Corporation
XXXXXX X. XXX EQUITY FUND III, L.P.
By: THL Equity Advisors Limited
Partnership III, General Partner
By: THL Equity Trust III,
General Partner
By:
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Title: Vice President
XXXXXX X. XXX FOREIGN FUND III, L.P.
By: THL Equity Advisors Limited
Partnership III, General Partner
By: THL Equity Trust III,
General Partner
By:
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Title: Vice President
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
General Partner
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Xxxx X. Xxxxxxxxx, Individually By:
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Title: Vice President
SCP PRIVATE EQUITY PARTNERS, L.P.
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Xxxx X. Xxxxxxxxx, as attorney-in-fact
for the Employee Investors owning a
a majority of the Employee Securities By:
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Title: Managing Director
