exv10w14



 







EXHIBIT 10.14




January 27, 2006




California Public Employees’ Retirement System

Lincoln Plaza

400 P Street, Suite 3492

Sacramento, California 95814

Attention: Leon Shahinian




	 	 	 	 	 
	 

	 	Re:
	 	Amendment to Subscription Agreement






Dear Mr. Shahinian:




     Reference is hereby made to the Subscription Agreement, dated as of January 18, 2000, between
Thomas Weisel Partners Group LLC, a Delaware limited liability company (together with its successor
by merger, the “Company”), and California Public Employees’ Retirement System
(“CalPERS”), as amended as of December 15, 2000, June 15, 2001 and November 14, 2001 (as
amended hereby (the “Subscription Agreement”). Capitalized terms used herein but not
specifically defined shall have the same meanings ascribed to them in the Subscription Agreement.



     WHEREAS, the Company is a party to that certain Plan of Reorganization and Merger Agreement
Relating to Thomas Weisel Partners Group LLC, dated as of October 14, 2005, pursuant to which the
Company will merge with and into Thomas Weisel Partners Group, Inc. (the “Merger”);



WHEREAS, CalPERS has provided its Consent, dated October 13, 2005, to the Merger; and




     WHEREAS, in connection with the Merger and the Qualifying IPO as defined therein, the parties
wish to amend certain terms of the Subscription Agreement.



     In consideration of the premises and the agreements contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and
CalPERS agree as follows:




	 	1.	 	The definition of “Separation Event” is amended to read as follows:
	 
	 	 	 	“Separation Event” shall be deemed to occur if Thomas Weisel ceases to be actively
involved in the operations of the Company.
	 
	 	2.	 	The first sentence of Section 2.2(a) is amended to read as follows:
	 
	 	 	 	From and after October 13, 2005 until the earliest to occur of (i) October 12, 2007
or (ii) a Separation Event, CalPERS will make capital




 









 






	 	 	 	commitments to each new
alternative investment fund sponsored by the Company (an “Alternate Fund”), and the
Company shall cause such capital commitments to be accepted, subject to the
following and the other provisions of this Section 2.2:.
	 
	 	3.	 	Section 2.2(a)(vii) is amended to read as follows:
	 
	 	 	 	There shall not have occurred and be continuing a default under any of the senior
notes issued to CalPERS in connection with the Merger.
	 
	 	4.	 	Section 2.2(b) is deleted in its entirety.
	 
	 	5.	 	Section 2.2(c) is amended to read as follows:
	 
	 	 	 	The amount of the capital commitment to any Alternate Fund in accordance paragraph
1 above shall be the lesser of (x) 25% of the aggregate commitments received from
all investors in such Alternate Fund and (y) $100,000,000; provided that
all commitments required to be made by CalPERS and required to be caused to be
accepted by the Company pursuant to Section 2.2(a) shall not exceed $100,000,000 in
the aggregate.
	 
	 	6.	 	Section 2.2(f) is deleted in its entirety.
	 
	 	7.	 	Section 2.3 is deleted in its entirety.
	 
	 	8.	 	If the Merger occurs, this agreement shall be deemed to be effective as of
October 13, 2005. If the Merger is terminated for any reason, including the
withdrawal CalPERS’ consent to the Merger, or the events described in Section 4.2(c)
of the Merger Agreement occur, this agreement shall be null and void and of no force
or effect.
	 
	 	9.	 	This agreement shall be governed by and construed in accordance with the laws
of the State of California, without giving effect to the principles of the conflicts
of laws thereof.
	 
	 	10.	 	Neither this agreement nor any provision hereof may be modified or waived
except by an instrument in writing signed by the party against whom any modification
or waiver is asserted. This agreement shall inure to the benefit of and shall be
binding upon the successors and permitted assigns of the parties hereto.
	 
	 	11.	 	This agreement may be executed in counterparts, each of which shall be deemed
to constitute an original but all of which together shall constitute one and the same
instrument.





* * *




 









 








     Please confirm your acceptance of the provisions of this letter agreement by returning a
signed copy hereof.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	THOMAS WEISEL PARTNERS GROUP LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jack Helfand
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jack Helfand
	 

	 	 	 	 	 	Title: General Counsel Private Equity
	 
	 	 	 	 	 	 
	Accepted and effective as of the date set forth above:	 	 	 	 
	 
	 	 	 	 	 	 
	CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Leon Shahinian	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: Leon Shahinian	 	 	 	 
	 

	 	Title: