Exhibit 4
SUPPLEMENTAL AGREEMENT
September 27, 1999
Reference is made to:
(i) the Pledge Agreement (the "Pledge Agreement") by Xxxxxxx Xxxx in
favor of BankBoston, N.A. (the "Bank") dated on or about July 25, 1997,
pursuant to which, among other things, Xx. Xxxx pledged certain shares
(the "Subject Shares") of the common stock, par value $.01 per share, of
Xxxxxxxxx & Xxxx, Inc. (the "Company") as security to secure certain loans
and other obligations (the "Obligations"); and
(ii) the Stockholder Agreement dated on or about the date hereof (the
"Stockholder Agreement") pursuant to which Xx. Xxxx has also agreed to
vote all his shares of capital stock of the Company (referred to in the
Stockholder Agreement and herein as the "Stockholder's Shares") as
provided in the Stockholder Agreement.
Whereas, (a) the Company intends to enter into an Agreement and Plan of
Merger with Liquid Holdings, Inc., a Delaware corporation ("Liquid Holdings")
and an affiliate of Liquid Holdings; and (b) in connection therewith Xx. Xxxx
and certain other parties have agreed to enter in the Stockholder Agreement and
the parties signing below have agreed to enter into this Supplemental
Agreement;
Now, therefore, in consideration of the foregoing and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned hereby agrees as follows:
Through February 29, 2000, the Bank and Xx. Xxxx will cause the
Stockholder's Shares to be voted as provided in the Stockholder Agreement. In
addition, until February 29, 2000, the Bank will not directly or indirectly
sell, transfer, pledge or grant a security interest in the Stockholder's Shares
to any person or entity unless, prior to such sale, transfer, pledge or grant
the transferee agrees in writing for the benefit of each of Xx. Xxxx, Liquid
Holdings and the Company to hold such shares in accordance with and subject to
the provisions of this Supplemental Agreement. Except as set forth above,
nothing in this Supplemental Agreement is intended or shall be construed to
restrict the Banks ability to sell Pledged Shares.
Xx. Xxxx hereby irrevocably instructs the Bank that upon satisfaction in
full of the Obligations the Bank shall deliver to Xx. Xxxx Xxxxxxxxx or to an
escrow agent designated by Xx. Xxxxxxxxx (the "Escrow Agent") any and all
remaining collateral under the Pledge Agreement or any other collateral
securing the Obligations (including, without limitation, any remaining Pledged
Shares). Until otherwise instructed by Xx. Xxxxxxxxx or as otherwise required
by order of a court of competent jurisdiction, the Bank will not release any
such Pledged Shares or collateral (including any proceeds of any thereof) to
Xx. Xxxx.
Each of the undersigned hereby agrees to execute such additional documents
and take such other additional steps as may reasonably be required to give
effect to the foregoing.
In witness whereof the parties have caused this instrument to be signed as
of the date first written above.
BankBoston, N.A.
By /s/ Xxxxxxx X. Xxxxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
/s/ Xxxxxxx Xxxx
___________________________
Xxxxxxx Xxxx, individually
Accepted and Agreed:
Liquid Holdings, Inc.
By /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Chairman, CEO and President