Amendment No. 2 to Joint Services Agreement among Cantor Fitzgerald Entities and eSpeed Entities (July 1, 2000)

Summary

This amendment updates the Joint Services Agreement originally signed on December 15, 1999, among various Cantor Fitzgerald and eSpeed entities. It modifies how service fees are calculated for certain collaborative electronic marketplaces related to gaming businesses and clarifies restrictions on eSpeed parties from competing with Cantor businesses, with specific exceptions. The amendment is effective as of July 1, 2000, and is signed by authorized representatives of all involved parties.

EX-10.17 5 0005.txt AMENDMENT NO. 2 TO THE JOINT SERVICES AGREEMENT AMENDMENT NO. 2 TO THE JOINT SERVICES AGREEMENT DATED AS OF DECEMBER 15, 1999 AMONG CANTOR FITZGERALD, L.P., CANTOR FITZGERALD SECURITIES, CANTOR FITZGERALD & CO., CFPH, L.L.C., CANTOR FITZGERALD PARTNERS, CANTOR FITZGERALD INTERNATIONAL, CANTOR FITZGERALD GILTS, eSPEED, INC., eSPEED SECURITIES, INC., eSPEED GOVERNMENT SECURITIES, INC., eSPEED MARKETS, INC. AND eSPEED SECURITIES INTERNATIONAL LIMITED THIS AMENDMENT No. 2 dated as of July 1, 2000 among Cantor Fitzgerald, L.P., Cantor Fitzgerald Securities, Cantor Fitzgerald & Co., CFPH, L.L.C., Cantor Fitzgerald Partners, Cantor Fitzgerald International, Cantor Fitzgerald Europe (formerly, Cantor Fitzgerald Gilts), eSpeed, Inc., eSpeed Securities, Inc., eSpeed Government Securities, Inc., eSpeed Markets, Inc. and eSpeed International Limited (formerly, eSpeed Securities International Limited) amends the agreement dated as of December 15, 1999 among the parties hereto (the "Joint Services Agreement"). All the terms of the Joint Services Agreement are incorporated herein by reference, except as otherwise stated herein. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Joint Services Agreement. For good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto agree as follows: Section 4 shall be amended to insert the following as subsection (j), and subsections (j) through (o) shall be renumbered accordingly as (k) through (p): "(j) If the Electronic Marketplace is a Collaborative Marketplace and the transactions relate to a Gaming Business, the applicable eSpeed Party shall receive a service fee equal to 25% of the net trading revenue computed on a quarterly basis." Section 7(f) shall be amended to read as follows: "(f) No eSpeed Party shall, directly, indirectly or in connection with a third Person, engage in any activities competitive with a business activity now or hereafter conducted by a Cantor Party or provide or assist any other Person in providing any Cantor Service, other than (i) in collaboration with a Cantor Party pursuant to Section 3 of this Agreement, (ii) with respect to a new Marketplace involving a Financial Product, after CFLP (x) has indicated that it is unable or unwilling to provide such Cantor Service or (y) fails to indicate to the eSpeed Party within the prescribed 30-day period that it does wish to provide such Cantor Service with respect to that Marketplace in accordance with paragraph (d) of this Section 7, (iii) with respect to a new Marketplace involving a Product that is not a Financial Product in accordance with paragraph (c) or paragraph (e) of this Section 7 or (iv) with respect to an Unrelated Dealer Business, other than a Gaming Business, in which an eSpeed Party develops and operates a fully electronic Marketplace." IN WITNESS WHEREOF, the parties have executed or caused this Amendment No. 2 to the Joint Services Agreements to be executed in their respective names by their respective officers thereunto duly authorized, as of the date first written above. CANTOR FITZGERALD, L.P. By: CF Group Management, Inc., its Managing General Partner By: /s/ Howard W. Lutnick ----------------------------- Name: Howard W. Lutnick Title: President CANTOR FITZGERALD SECURITIES By: Cantor Fitzgerald, L.P. its Managing General Partner By: CF Group Management, Inc. its Managing General Partner By: /s/ Howard W. Lutnick ---------------------------- Name: Howard W. Lutnick Title: President CANTOR FITZGERALD & CO. By: Cantor Fitzgerald Securities its Managing General Partner By: Cantor Fitzgerald, L.P. its Managing General Partner By: CF Group Management, Inc. its Managing General Partner By: /s/ Howard W. Lutnick ----------------------------- Name: Howard W. Lutnick Title: President 2 CFPH, L.L.C. By: /s/ Howard W. Lutnick ----------------------------- Name: Howard W. Lutnick Title: President and Chief Executive Officer CANTOR FITZGERALD PARTNERS By: Cantor Fitzgerald Securities its Managing General Partner By: Cantor Fitzgerald, L.P. its Managing General Partner By: CF Group Management, Inc. its Managing General Partner By: /s/ Howard W. Lutnick ---------------------------- Name: Howard W. Lutnick Title: President CANTOR FITZGERALD INTERNATIONAL By: /s/ Howard W. Lutnick ---------------------------- Name: Howard W. Lutnick Title: Chairman CANTOR FITZGERALD EUROPE By: /s/ Howard W. Lutnick ---------------------------- Name: Howard W. Lutnick Title: Chairman 3 eSPEED, INC. By: /s/ Howard W. Lutnick ----------------------------- Name: Howard W. Lutnick Title: Chairman and Chief Executive Officer eSPEED SECURITIES, INC. By: /s/ Howard W. Lutnick ------------------------------ Name: Howard W. Lutnick Title: Chairman and Chief Executive Officer eSPEED GOVERNMENT SECURITIES, INC. By: /s/ Howard W. Lutnick ----------------------------- Name: Howard W. Lutnick Title: President and Chief Executive Officer eSPEED MARKETS, INC. By: /s/ Howard W. Lutnick ------------------------------ Name: Howard W. Lutnick Title: Chairman and Chief Executive Officer eSPEED INTERNATIONAL LIMITED By: /s/ Howard W. Lutnick ------------------------------- Name: Howard W. Lutnick Title: Director 4