Exhibit 99.1
AMENDMENT NO. 3
TO
STOCKHOLDERS AGREEMENT
This AMENDMENT NO. 3, dated as of
November 9, 2006 (this “ Amendment No. 3 ”), to
the STOCKHOLDERS AGREEMENT, dated as of September 30, 2004 (the
“ Stockholders Agreement ”), is among ACA
Capital Holdings, Inc., a Delaware corporation (the “
Company ”), and the stockholders of the Company listed
on the signature pages hereto.
WHEREAS, the Company has determined
that it is in the best interests of the Company and its
stockholders to register shares of its Common Stock with the
Securities and Exchange Commission pursuant to a registration
statement on Form S-1 (File No. 333-133949) and list its shares of
Common Stock for trading on the New York Stock Exchange;
WHEREAS, the Company expects to
offer its Common Stock for sale to the public in an initial public
offering pursuant to a registration statement on Form S-1 filed
with the Securities and Exchange Commission (an “ Initial
Public Offering ”);
WHEREAS, pursuant to Section 12 of
the Stockholders Agreement, the Stockholders Agreement may be
amended if the amendment is approved in writing by the Company, the
holders of at least a majority of the Stockholder Shares (voting
together as a single class, on an as-converted basis) and the
holders of a majority of the Series B Preferred Stock;
NOW, THEREFORE, in consideration of
the agreements and obligations set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as
follows:
1.
Amendment.
(a) &
