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Exhibit 10.35
AMENDMENT TO CLEARING AGREEMENT
DATED SEPTEMBER 8TH, 1995
WHEREAS, Prudential Securities Incorporated ("PSI"), Xxxx Xxxxxxx Clearing
Corporation ("JHCC"), Xxxxxx Xxxxxxx Incorporated ("TA"), and Sutro & Co.
Incorporated ("Sutro") have entered into an agreement dated September 8, 1995,
as amended, pursuant to which PSI agreed to, among other things, clear
transactions and carry accounts on a fully disclosed basis for the customers of
JHCC and its affiliated companies. TA and Sutro (collectively, the
"Correspondents" and each an indirect wholly-owned subsidiary of Freedom
Securities Corporation ["Freedom"]), as well as the Correspondents' proprietary
accounts (the "Agreement"); and
WHEREAS, pursuant to an Agreement and Plan of Merger dated March 9, 1998
(the "Merger"), Freedom has agreed to acquire Xxxxxx Gull Xxxxxxx & XxXxxxxx,
Incorporated ("Xxxxxx"), a registered broker-dealer and investment adviser; and
WHEREAS, upon consummation of the Merger, Xxxxxx will become a subsidiary
of Freedom and affiliate of the Correspondents; and
WHEREAS, Xxxxxx desires PSI to provide it with the same clearing and
carrying services that PSI now provides to the Correspondents on the same terms
as those set forth in the Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, each of the parties agree as follows:
1. The Agreement shall be amended effective upon the consummation of the
Merger so that Xxxxxx shall be defined as a Correspondent under the Agreement
and PSI shall be obligated to render the same services to Xxxxxx under the
terms of the Agreement that PSI now renders to the existing Correspondents as
defined under the Agreement.
2. Effective with the consummation of the Merger, Xxxxxx shall have the
same duties and obligations to PSI under the terms of the Agreement that the
existing Correspondents now have to PSI.
3. In the event the Merger shall not be consummated, Xxxxxx shall not
become a party to the Agreement, the terms of the Agreement shall not be
amended and the duties and obligations of the existing parties to the Agreement
shall not change.
4. The terms and conditions herein constitute the entire agreement among
the parties relating to the subject-matter hereof but in no other respect does
this amendment operate to change or affect the rights and obligations of the
parties to the Agreement.
Dated as of the 23rd day of April, 1998.
PRUDENTIAL SECURITIES XXXXXX GULL XXXXXXX &
INCORPORATED XxXXXXXX, INC.
/s/ Xxxxxx Xxxxxxxxx /s/ Xxxxxx X. Pembroke
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By: Xxxxxx Xxxxxxxxx By: Xxxxxx X. Pembroke
Its: Its: Chief Financial Officer
