AMENDMENT TO AGREEMENT
July 13, 1998
Xxxxxxx Xxxxx Money Markets Inc.
Xxxxxxx Xxxxx World Headquarters
World Financial Center - Xxxxx Xxxxx
000 Xxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
This is to amend that certain 3(a)(3) Dealer Agreement between Sotheby's,
Inc. (the "Company") and Xxxxxxx Xxxxx Money Markets Inc. (the "Dealer") dated
February 15, 1989 (the "Agreement")
Unless otherwise defined herein, all terms used in this Amendment to
Agreement will have the same meaning as ascribed thereto in the Agreement.
1. Amendment. The Agreement is hereby amended as follows:
(a) Paragraph 2 of the Agreement is hereby amended by deleting
the first sentence thereof.
(b) Paragraph 3 of the Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"3. On the date of purchase of any notes, MLMMI shall
confer with the Company as to the principal amounts,
maturities and denominations thereof, the interest
rate thereon, if any, or the discount, if any, from
the principal amount at which the notes are to be
purchased from the Company. The authentication,
delivery and payment of the notes shall be effected
in accordance with the Issuing and Paying Agency
Agreement and the notes shall be either individual
bearer physical certificates or represented by
book-entry notes registered in the name of DTC or its
nominee in the form or forms annexed to the Issuing
and Paying Agency Agreement."
(c) Paragraph 4 is hereby deleted in its entirety.
2. Conditions to Effectiveness. This Amendment to Agreement shall become
effective as of the date first above written when the Dealer shall have
received an incumbency certificate of an authorized officer of the Company
as to the name and true signatures of the officers authorized to sign this
Amendment to Agreement.
3. Governing Law. THIS AMENDMENT TO AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
If the foregoing is in accordance with your understanding of the
Amendment to Agreement, please sign and return to us a counterpart hereof,
whereupon, this Amendment to Agreement along with all counterparts will become a
binding agreement between us in accordance with its terms.
Very truly yours,
SOTHEBY'S, INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
Name: Xxxx X. Xxxxxxxx, Xx.
Title: SVP & Treasurer
Accepted and agreed to as of the date first above written.
XXXXXXX XXXXX MONEY MARKETS INC.
By: /s/ Xxxxxxx X. Xxxxx
Authorized Signatory
