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EXHIBIT 10.29
FREEDOM SECURITIES CORPORATION
AMENDMENT TO STOCKHOLDERS AGREEMENT
Amendment, dated March __, 1998, to that certain Stockholders Agreement
(the "Stockholders Agreement"), dated November 30, 1996, by and among Freedom
Securities Corporation f/k/a 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 is currently contemplating an Initial Public Offering
of its Common Stock, $.01 par value per share;
WHEREAS, the parties underwriting the Initial Public Offering have
expressed the view that the Initial Public Offering will likely be more
successful if the Employee Investors do not participate directly in the Public
Offering; and
WHEREAS, the Investors desire to amend the Stockholder's Agreement to
eliminate the ability of the Employee Investors to participate in the Initial
Public Offering.
NOW THEREFORE, in consideration of the mutual promises contained herein,
the sufficiency of which is hereby acknowledged, the holders of at least 55% in
interest of the Company's outstanding shares, and the holders of at least a
majority of the Employee Securities, as required to amend the Stockholders
Agreement as provided in Section 13.2 thereof, agree as follows:
1. A new subparagraph "1.1.20-A" is hereby added to Section 1 of the
Stockholders Agreement which shall read in its entirety as follows:
1.1.20-A "PUBLIC OFFERING" shall mean any registration by the Company
on Forms X-0, X-0 or S-3 (or any successor form) of any shares of
Common Stock for its own or others' account under the Securities Act
for a public offering, including without limitation an Initial Public
Offering.
2. Paragraph 7.1.1 of the Stockholders Agreement is hereby amended by
deleting the same in its entirety and inserting in place thereof a new
7.1.1 which reads in its entirety as follows:
7.1.1 ELECTION.
(a) Whenever the Company proposes to register in an Initial
Public Offering any shares of Common Stock for its own or others'
account, the
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Company shall furnish each holder of Fund Securities and Seller
Securities prompt notice of its intent to do so. Upon the request of
any such holder given by notice to the Company within twenty (20) days
after the effectiveness of such notice from the Company, the Company
will use its best efforts to cause to be included in such registration
all of the Fund Securities and Seller Securities which such holder
requests.
(b) Whenever the Company proposes, other than pursuant to its
Initial Public Offering, to register on Form X-0, X-0 or S-3 (or any
successor form) any shares of Common Stock for its own or others'
account under the Securities Act for a public offering, the Company
shall furnish each holder of Registrable Securities prompt notice of
its intent to do so. Upon the request of any such holder given by
notice to the Company within twenty (20) days after the effectiveness
of such notice from the Company, the Company will use its best efforts
to cause to be included in such registration all of the Registrable
Securities which such holder requests.
3. The amendments 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.
4. 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.
5. This Amendment No. 1 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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FREEDOM SECURITIES CORPORATION
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Stockholders Agreement this ___ day of March, 1998.
FREEDOM SECURITIES CORPORATION
By:
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Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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:
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:
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
General Partner
By:
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Title:
SCP PRIVATE EQUITY PARTNERS, L.P.
By:
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Title:
EMPLOYEE INVESTORS
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Signature
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Print Name
