1
EXHIBIT 10.28
FREEDOM SECURITIES CORPORATION
AMENDMENT TO STOCKHOLDERS AGREEMENT
Amendment Number 1, dated January 30, 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, and the
Employee Investors desire to 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 2.1(i) of the Stockholders Agreement is hereby amended by
deleting the same in its entirety and inserting in place thereof a new
Section 2.1(i) which reads in its entirety as follows:
" (i) fix the number of directors on the Board at a number no greater
than nine (9), including at least four directors designated by the Xxx
Majority Holders on one hand and at least four directors designated by
the SCP Majority Holders and the Employee Majority Holders on the
other hand; provided that notwithstanding the foregoing, the number of
directors on the Board shall be fixed at eight (8) upon the written
request of not less than four (4) directors such that following such
written request an equal number of directors would be designated by
the Xxx Majority Holders on one hand and the SCP Majority Holders and
the Employee Majority Holders on the other hand."
2. 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 No. 1 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.
2
4. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number
1 to the Stockholders Agreement this 30th day of January, 1998.
/s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
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: /s/ X. Xxxxxx Xxxx
-----------------------------------------
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: /s/ X. Xxxxxx Xxxx
-----------------------------------------
Title:
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.,
General Partner
By: /s/ X. Xxxxxx Xxxx
-----------------------------------------
Title:
3
SCP PRIVATE EQUITY PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
Title: Managing Director
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxxx
