EXHIBIT 10(b-2)
SECOND AMENDMENT
TO
SECOND INSURANCE AGREEMENT
This AMENDMENT, made this 12th day of April, 1997, (this
"Amendment"), to the Second Insurance Agreement, dated as of October 24, 1995
(the"Insurance Agreement"), by and between Delta Clearing Corp. ("Delta") and
Capital Markets Assurance Corporation ("CapMAC").
WHEREAS, Delta and CapMAC entered into the First Amendment
to the Second Insurance Agreement, dated September 25, 1996, to exclude from
the definition of New Worth contained in Section 4(g) of the Insurance
Agreement the issuance by Delta to its stockholders of subordinated notes in
an aggregate principal amount not in excess of $2 million;
WHEREAS, CapMAC has agreed, subject to the terms hereof, to
further amend the Insurance Agreement to reduce the premium to be paid by
Delta to CapMAC pursuant to Section 5(a) of such agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to the Insurance Agreement. Section 5 (a) of
the Insurance Agreement is amended by deleting the entire text of such section
and substituting the following text therefor:
The Company agrees to pay to CapMAC premium with respect to
the Amended Surety Bond (the "Scheduled Premium") computed (i) at a
rate of .003 per annum (30 basis points) on the Lowest Aggregate
Surety Bond Amount (as such term is defined in the Amended Surety
Bond) in effect during the term of this Agreement (the "Lowest
Aggregate Surety Bond Amount") plus (ii) in the event that the Lowest
Aggregate Surety Bond
-37-
Amount is increased at any time during the term of this Agreement in
accordance with Section 9 hereof, such premium as shall be determined
in the sole discretion of CapMAC in accordance with Section 9 (c)
hereof on the amount equal to the difference between (A) the Lowest
Aggregate Surety Bond Amount and (B) the Aggregate Surety Bond
Amount.
2. Expenses. The Company agrees to pay CapMAC its
out-of-pocket expenses (including, without limitation, reasonable attorneys'
fees and expenses) in connection with the preparation, execution and delivery
of this Amendment.
3. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York
without regard to the principles of conflicts of laws.
4. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective when each party hereto shall have
received a counterpart hereof duly executed by the other party hereto.
5. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the ___ day of August, 1997
DELTA CLEARING CORP.
By: Xxxxxxx X. Xxxxxx \s\
---------------------------
Title: President
CAPITAL MARKETS ASSURANCE CORPORATION
By: Xxxx Xxxxx \s\
---------------------------
Title: Vice President
-38-
