AMENDMENT NO. 3 TO MASTER AGREEMENT
AMENDMENT NO. 3 TO MASTER AGREEMENT made as of the 30th day of September,
1996, by and among XXXXXXXX XXXXXXXX & CO. INCORPORATED, a Delaware corporation
("Xxxxxxxx Wertheim"), XXXXXXXXX & XXXXX LLC, a Delaware limited liability
company ("Xxxxxxxxx LLC"), WSCI LIMITED PARTNERSHIP, a Delaware limited
partnership ("WSCI"), ONE WALL STREET PARTNERS, L.P., a Delaware limited
partnership ("One Wall"), and LEWCO SECURITIES CORP., a Delaware corporation
("Lewco").
WITNESSETH
WHEREAS, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx LLC, WSCI and One Wall are registered
broker-dealers; and
WHEREAS, Lewco is a registered broker-dealer engaged in the business of
clearing securities transactions for its owners, Xxxxxxxx Wertheim, Xxxxxxxxx
LLC, WSCI and One Wall; and
WHEREAS, Xxxxxxxx Wertheim, Xxxxxxxxx LLC, WSCI, One Wall and Lewco are
parties to a Master Agreement (the "Master Agreement") dated December 23, 1991,
as amended by Amendment No. 1 to Master Agreement dated as of December 13, 1993,
and Amendment No. 2 to Master Agreement dated as of July 5, 1995; and
WHEREAS, Xxxxxxxx Wertheim, Xxxxxxxxx LLC, WSCI, One Wall and Lewco wish to
amend the Master Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants of
the parties herein contained, it is agreed as follows:
1. The date "November _____, 1997 " contained in Section 7(b) of the Master
Agreement is hereby deleted and replaced in its entirety with "November 30,
1997."
2. Section 20 of the Master Agreement is hereby amended to read in its
entirety as follows:
20. DURATION. This Agreement and all rights and obligations
hereunder shall terminate on September 30, 2006 or at such time
as Lewco is dissolved or when Xxxxxxxx Wertheim, Xxxxxxxxx LLC,
WSCI, and One Wall no longer own any securities in Lewco,
whichever shall first occur.
3. COUNTERPARTS. This Amendment No. 3 may be executed in any number of
counterparts all of which taken together will constitute one and the same
instrument and any parties hereto may execute this Agreement by signing any
such counterpart.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
XXXXXXXX WERTHEIM & CO. INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
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Dated: December 19, 0000
XXXXXXXXX & XXXXX LLC
By: /s/ Xxxxxxx X. Xxxxx
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Dated: December 19, 1996
WSCI LIMITED PARTNERSHIP
By : Xxxxxxxx Xxxxxxxx & Co. Incorporated
By: /s/ Xxxxxxx X. Xxxxxxx
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Dated: December 19, 1996
ONE WALL STREET PARTNERS, L.P.
By: Xxxxxxxx Xxxxxxxx & Co. Incorporated
By: /s/ Xxxxxxx X. Xxxxxxx
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Dated: December 19, 1996
LEWCO SECURITIES CORP.
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By: /s/ J. Xxxxxx Xxxxx
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Dated: December 19, 1996
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