EXHIBIT 10(b-4)
FIRST AMENDMENT
TO
SECOND INSURANCE AGREEMENT
This AMENDMENT, made this 25th day of September, 1996, (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 intends to raise additional capital through the
issuance to its stockholders of subordinated notes in an aggregate principal
amount not in excess of $2 million (the "Subordinated Notes"); and
WHEREAS, CapMAC has agreed to amend the definition of Net
Worth contained in Section 4 (g) of the Insurance Agreement to allow Delta to
raise additional capital through the issuance of the Subordinated Notes.
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
4 (g) of the Insurance Agreement is amended by deleting the entire
text of the second sentence thereof and substituting the
following text therefor:
"Net Worth" of the Company shall mean the excess of all
assets (excluding any value for goodwill, trademarks, patents,
copyrights, organization expenses and other similar intangible
items) over all liabilities (excluding up to $2 million of
subordinated notes issued to stockholders of the Company), as
determined and computed in accordance with generally accepted
accounting principles consistently applied. The terms and form of
any subordinated notes issued by the Company to its stockholders
shall be approved by CapMAC prior to issuance.
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.
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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 date first written above.
DELTA CLEARING CORP.
Xxxxx X. Xxxxxxxxx
By: Xxxxx X. Xxxxxxxxx \s\
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Title: Executive Director
CAPITAL MARKETS ASSURANCE CORPORATION
By: Xxxx Xxxxx \s\
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Title: Vice President
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