Exhibit 2.2a
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AMENDMENT ("Amendment"), dated as of June 17, 1999, by and among Maxcor
Financial Group Inc., a Delaware corporation (formerly known as Financial
Services Acquisition Corporation) (the "Company"), Welsh, Carson, Xxxxxxxx &
Xxxxx VI, L.P., a Delaware limited partnership ("WCAS VI"), WCAS Information
Partners, L.P., a Delaware limited partnership ("WCAS Info" and, together with
WCAS VI, the "WCAS Entities") and the individuals listed on Annex I hereto and
signatory hereto (the "Individuals"), to that certain Registration Rights
Agreement, dated as of August 16, 1996 (the "Agreement"), by and among, the
Company, the WCAS Entities, the Individuals and certain others.
WHEREAS, concurrent with the execution and delivery of this Amendment, the
Company is purchasing from the WCAS Entities (the "Purchase") all of the shares
of the Common Stock, par value $.001 per share ("Common Stock"), of the Company
owned by the WCAS Entities;
WHEREAS, the Agreement, by its terms, permits amendments and waivers to
the Agreement if executed by each of (i) the Company, (ii) Management
Stockholders then holding, in the aggregate, a majority of the Registrable Stock
then held by all Management Stockholders as a whole and (iii) Investor
Stockholders then holding, in the aggregate, a majority of the Registrable Stock
then held by all Investor Stockholders as a whole:
WHEREAS, each of the Individuals are Management Stockholders who, in the
aggregate, hold a majority of the Registrable Stock currently held by all
Management Stockholders as a whole;
WHEREAS, each of the WCAS Entities are Investor Stockholders who, in the
aggregate, hold a majority of the Registrable Stock currently held by all
Investor Stockholders as a whole;
WHEREAS, this Amendment is being entered into in connection with and as a
condition to the Company consummating the Purchase;
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties signatory hereto agree as follows:
1. Terms used herein without separate definition shall have the meaning
assigned to them in the Agreement.
2. The Agreement is hereby terminated, effective as of the date of this
Amendment, with all registration rights granted thereunder being
extinguished as a result of such termination.
3. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the parties hereto as of the day and year first above written.
WELSH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By WCAS VI Partners, L.P., General Partner
By: /s/ Welsh, Carson, Xxxxxxxx & Xxxxx VI, L.P.
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General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, L.P., General Partner
By: /s/ WCAS Information Partners, L.P.
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General Partner
MAXCOR FINANCIAL GROUP INC.
By: /s/ Maxcor Financial Group Inc.
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Xxxxxxx Xxxxxx, President
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxxxxx X. Xxxxxxxxxx
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Xxxxxxxxx X. Xxxxxxxxxx
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
