Exhibit 2.1
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.
Page 5 of 8 Pages
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/ WCAS VI Partners, L.P.
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General Partner
WCAS INFORMATION PARTNERS, L.P.
By WCAS INFO Partners, L.P., General Partner
By: /s/ WCAS INFO Partners, L.P.
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General Partner
MAXCOR FINANCIAL GROUP INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
/s/ Xxxxxxx Xxxxxx
-----------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Xxxxxxxxx X. Xxxxxxxxxx
/s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx X. Xxxx
/s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx
Page 6 of 8 Pages
