Re: Assignment, Assumption and Amendment to Clearing Services Agreement
Exhibit 10.4
000 Xxxx 00xx Xxxxxx
New York, New York 10022
As of June 7, 2024
000 Xxxx 00xx Xxxxxx
New York, New York 10022
Attention: Xxxxx Xxxx
| Re: | Assignment, Assumption and Amendment to Clearing Services Agreement |
Dear Xx. Xxxx:
Reference is made to that certain clearing capital agreement (the “Agreement”), dated November 5, 2008, by and between Xxxxxx Xxxxxxxxxx, X.X. (“Xxxxxx”) and BGC Partners, Inc. (“BGCP”), which has been amended from time to time (the “Prior Amendments”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement.
This assignment, assumption and amendment (this “Amendment”) is pursuant to Section 3(b) of the Agreement. To the extent there is a conflict between this Amendment and the Agreement or this Amendment and the Prior Amendments, in all cases, this Amendment shall control.
BGC Group, Inc. (“BGC”) desires to assume all of the rights and obligations of the BGCP under the Credit Agreement (the “Assumption”). Cantor, BGCP and BGCG are entering into this Agreement in order to effectuate the Assumption and implement certain additional amendments.
1. BGCP hereby assigns to BGC, absolutely and unconditionally, all of BGCP’s rights, duties and obligations under the Agreement and Prior Amendments. BGC hereby assumes and undertakes, absolutely and unconditionally, all of BGCP’s rights, duties and obligations under the Agreement and Prior Amendments and ratifies the Agreement and Prior Amendments.
2. CF&Co. and BGC hereby agree to amend the Agreement and the Prior Amendments to amend and restate section 2(a)(ii) in its entirety as follows:
To the extent (i) Cantor is required by any central clearing counterparty (e.g., FICC, NSCC, etc.) to post collateral/margin in support of, or otherwise related to, any transactions cleared by Xxxxxx on behalf of BGC, and (ii) such collateral/margin is not satisfied by a BGC security deposit or other cash provided by BGC to Cantor, then Xxxxxx will charge BGC for the capital used by Xxxxxx on behalf of BGC (“Posted Capital”), a rate equal to the rate that Xxxxxx would pay under its Spike Facility (as hereinafter defined) if it drew on its Spike Facility to obtain such Posted Capital. “Spike Facility” means any credit facility provided to Cantor by one or more third parties, for which the use of proceeds is to finance clearinghouse margin deposits and related transactions made by Cantor.
2. General. Except as expressly amended hereby, the terms of the Agreement shall remain in full force and effect.
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| Sincerely, | ||
| XXXXXX XXXXXXXXXX, X.X. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| BGC Partners, Inc. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Financial Officer | ||
| BGC Group, Inc. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Financial Officer | ||
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