EXHIBIT 4(c)
AMENDMENT NO. 2 TO FIRST AMENDMENT
TO CONVERTIBLE SUBORDINATED
DEBENTURE DUE 2001
AND DEBENTURE AGREEMENT
PC QUOTE, INC., a corporation duly organized and existing under the laws of
Delaware (the "Company"), and PHYSICIANS INSURANCE COMPANY OF OHIO, a
corporation duly organized and existing under the laws of Ohio ("PICO"), for
value received, hereby amend and modify that certain First Amendment to
Convertible Subordinated Debenture Due 2001 and Debenture Agreement dated May 5,
1997 (the "First Amendment") as amended further on March 26, 1998, as follows:
1. Revised Section 5.4 is to read as follows:
5.4 QUICK RATIO. The Company shall maintain, as of the last day of each
calendar month, a ratio of Quick Assets to Current Liabilities of at least
.1 to 1.0. From and after May 31, 1998, the Company shall maintain, as of
the last day of each calendar month, a ratio of Quick Assets to Current
Liabilities of at least 1.15 to 1.0.
2. Revised Section 5.5 is to read as follows:
5.5 CURRENT RATIO. The Company shall maintain, as of the last day of each
calendar month, a ratio of Current Assets to Current Liabilities of at
least .12 to 1.0. From and after May 31, 1998, the Company shall maintain,
as of the last day of each calendar month, a ratio of Current Assets to
Current Liabilities of at least 1.15 to 1.0.
3. Revised Section 5.6 is to read as follows:
5.6 DEBT-NET WORTH RATIO. From and after May 31, 1998, the Company shall
maintain, as of the last day of each calendar month, a ratio of Total
Liabilities less Subordinated Debt to Tangible Subordinated Debt of not
more than 1.0 to 1.0.
4. No other provision of the First Amendment shall be affected by this
Amendment No. 2 other than as set forth above. Further, this Amendment No. 2
shall not constitute, nor shall it be claimed to be, a waiver of any of the
Company's duties or PICO's rights in connection with the First Amendment or the
Convertible Subordinated Debenture Due 2001 described in the First Amendment,
nor shall this Amendment No. 2 constitute, nor shall it be claimed to be, a
waiver of any claim that PICO now has against the Company.
Dated: May 11, 1998
ATTEST: PC QUOTE, INC.,
a Delaware corporation
By: ____________________________________ By: __________________________
Title: _______________________________ Title: _____________________
ATTEST: PHYSICIANS INSURANCE COMPANY OF
OHIO, an Ohio corporation
By: ____________________________________ By: __________________________
Title: _______________________________ Title: _____________________
