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Exhibit 10.26
GLOBAL MARKETS ACCESS LTD.
Cumberland House
1 Victoria Street
Xxxxxxxx, XX AX, Bermuda
March 25, 1999
[INVESTOR]
Re: Amendment to Securities Purchase Agreement
Gentlemen:
Reference is made to the Securities Purchase Agreement (the "Agreement")
dated as of February 26, 1999 between Global Markets Access Ltd. (the "Company")
and [INVESTOR] (the "Investor"). The Company and the Investor mutually desire to
amend the Agreement in certain respects as set forth below. All capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Agreement.
Intending to be legally bound, the Investor and the Company hereby agree
as follows:
1. With respect to Section 3.24 of the Agreement, the reference to "Amendment
No. 3" concerning the Registration Statement in the first sentence of such
Section is hereby amended and replaced by "Amendment No. 5".
2. With respect to Section 6.7 of the Agreement, the reference to "$300
million" in the first sentence of such Section is hereby amended and replaced by
"$180 million". The second sentence of Section 6.7 is hereby deleted. The
reference to "Amendment No. 3" in the fifth sentence of such Section is hereby
amended and replaced by "Amendment No. 5".
3. Section 6.12 of the Agreement is hereby amended and restated in its
entirety as follows:
6.12 Rating
The Operating Company shall have satisfied all conditions to the
assignment by Standard & Poor's Ratings Service of a preliminary
financial strength rating of "A" and a preliminary claims-paying rating of
"A" by each of Duff & Xxxxxx Credit Rating Co. and Fitch IBCA, Inc.,
subject to the consummation of the Public Offering and the Direct Sales
(as defined in the Registration Statement).
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[INVESTOR]
March 25, 1999
Page 2
4. With respect to Section 9.7 of the Agreement, the reference to "$320
million" in such Section is hereby amended and replaced by "$200 million".
5. Schedules 3.1(b), 3.3 and 3.11 to the Agreement are hereby amended and
restated in their entirety in the form attached hereto.
6. Except as expressly amended hereby, the Agreement is hereby ratified and
confirmed in its entirety.
Very truly yours,
GLOBAL MARKETS ACCESS LTD.
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By: Xxxxxx X. Xxxxxxxx
Title: President
AGREED AND ACCEPTED:
[INVESTOR]
By:
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Name:
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Title:
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