1
EXHIBIT 10.10
SECURED DEMAND NOTE COLLATERAL AGREEMENT
--------------
FORM SL-3
--------------
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
2
NASD
SECURED DEMAND NOTE
COLLATERAL AGREEMENT
SL-3
AGREEMENT BETWEEN:
Lender: Summit Group of Companies Inc.
--------------------------------------------------------------
(Name)
▇▇ ▇▇▇▇▇ ▇▇▇.
--------------------------------------------------------------
(Street Address)
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
---------------------- --------------- ------------
(City) (State) (Zip)
AND
Broker-Dealer: Summit Brokerage Services Inc
--------------------------------------------------------
(Name)
▇▇ ▇▇▇▇▇ ▇▇▇.
---------------------------------------------------------------
(Street Address)
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
---------------------- --------------- ------------
(City) (State) (Zip)
NASD ID NO: 034643
----------------------------------------------------------
DATE FILED: 2/23/00
----------------------------------------------------------
3
NASD
SECURED DEMAND NOTE
COLLATERAL AGREEMENT
AGREEMENT dated 2/23/00 to be effective 3/31/00 between Summit Group of
Companies, Inc. (the "Lender") and Summit Brokerage Services Inc. (the
"Broker-Dealer").
Subject to the terms and conditions hereinafter set forth, the
Broker-Dealer promises to return to the Lender or assigns, on 4/30/01 (the
"Scheduled Maturity Date") (the last day of a month at least one year from the
date hereof) at the principal office of the Broker-Dealer, the Note and
Collateral as defined herein, and interest payable monthly at the rate of twelve
percent per annum from the effective date of this Agreement, which date shall be
the date so agreed upon by the Lender and the Broker-Dealer unless otherwise
determined by the National Association of Securities Dealers, Inc. ("NASD").
This agreement shall not be considered a satisfactory subordination agreement
pursuant to the provisions of 17 CFR 240.15c3-ld unless and until the NASD has
found the Agreement acceptable and such Agreement has become effective in the
form found acceptable.
The Lender has executed in favor of you Summit Brokerage Services, Inc.
(the Broker-Dealer), a Secured Demand Note of even date in the form of Addendum
I hereto. References herein to the "Note" shall be deemed to refer to such
Secured Demand Note and to any Note substituted therefor in accordance with the
terms hereof. The unpaid principal amount of the Note is hereinafter referred to
as the "Indebtedness."
As security for the payment of the principal evidenced by the Note, the
Lender hereby pledges to the Broker-Dealer the securities and cash, if any,
described in Schedule A, attached to the Note, as the same may from time to time
be amended in accordance with the terms hereof (the securities from time to time
listed in said Schedule are herein referred to as the "Securities" and any
securities, cash or other property at anytime pledged hereunder are herein
referred to as the "Collateral" and shall be subject to the risks of the
business.) All Securities shall be fully paid for and in bearer form or
registered in the name of the Broker-Dealer or its nominee or custodian.
The Lender irrevocably agrees that the obligations of the Broker-Dealer
under this Agreement with respect to the payment of principal and interest shall
be and are subordinate in right of payment and subject to the prior payment or
provision for payment in full of all claims of all other present and future
creditors of the Broker-Dealer arising out of any matter occurring prior to the
date on which the related Payment Obligation (as defined herein) matures
consistent with the provisions of 17 CFR 240.15c3-1 and 240.15c3-1d, except for
claims which are the subject of subordination agreements which rank on the same
priority as, or are junior to the claim of the Lender under such subordination
agreements.
1
4
I. OWNERSHIP AND PROPERTY RIGHTS WITH RESPECT TO COLLATERAL
(a) Subject only to the prior rights of the Broker-Dealer pledgee
hereunder and under the Note, until liquidated in accordance with Paragraph III
hereof, the Lender shall have and retain full legal and beneficial ownership of
the Collateral and shall have the benefit of any increases and bear the risk of
any decreases in the value of such Collateral. Prior to such liquidation, the
Lender shall have the sole right to vote or have the sole right to any income
therefrom or distribution thereon by payment of interest or dividend or
otherwise, subject however, to the right of the Broker-Dealer to receive and
hold as pledgee all dividends payable in securities and all partial and
complete liquidating dividends; and shall pay all taxes, assessments or other
charges upon, or with respect to, such Securities or the income therefrom or
distributions thereon or the gain or loss of value thereof.
(b) The Lender, subject to the prior rights of the Broker-Dealer as
pledgee, shall have the right to direct the sale of any Securities included in
the Collateral, to direct the purchase of securities with any cash included
therein, to withdraw excess collateral or to substitute cash or other
securities as Collateral, provided that the net proceeds of any such sale, and
the cash so substituted, and the securities so purchased or substituted are held
by the Broker-Dealer, as pledgee, and are included within the Collateral to
secure payment of the Secured Demand Note, and provided further that no such
transaction shall be permitted if, after giving effect thereto, the sum of the
amount of any cash, plus the Collateral Value (as defined herein) of the
Securities, then pledged as Collateral to secure the Secured Demand Note would
be less than the unpaid principal amount of the Secured Demand Note.
II. CERTAIN RIGHTS OF THE BROKER-DEALER
The Broker-Dealer, as holder of the Note and pledgee of the
Collateral, shall have the right to:
(a) Pledge, repledge, hypothecate and re-hypothecate any or all of
the Securities pledged as Collateral to secure the Secured Demand Note, without
notice, separately or in common with other securities or property for the
purpose of securing any indebtedness of the Broker-Dealer;
(b) Lend to itself or others any or all of the Securities and cash
pledged as Collateral to secure this Secured Demand Note;
(c) Deposit any cash from time to time pledged as Collateral in an
account or accounts in its own name in any bank or trust company, and to hold
the Securities in bearer form, in its own name, or in the name of its nominee
or custodian; and,
(d) Liquidate all or any part of the Securities then pledged as
Collateral and to apply the net proceeds of such liquidation, together with any
cash then included in the Collateral, in payment in whole or in part of the
Payment Obligation, if the Note is not paid upon presentment and demand as
provided for therein.
2
5
III. INSUFFICIENT COLLATERAL VALUE
If any cash plus Collateral Value of any Securities pledged as Collateral
to secure this Note is at any time less than the Indebtedness, the
Broker-Dealer shall give immediate written notice to the Lender and the NASD,
in which event the Lender may at its option:
(a)(i) Prior to 12 o'clock noon on the business day following the
transmittal of such notice pledge additional Collateral to bring the Collateral
Value up to an amount not less than the unpaid principal of the Note; and,
(ii) Unless such additional Collateral is so pledged prior to 12 o'clock
noon of the business day following the transmittal of such notice, the
Broker-Dealer shall forthwith sell all or any part of the Collateral for the
account of the Lender and apply so much of the proceeds thereof any cash then
included in the Collateral as may be necessary to reduce or eliminate the
unpaid principal, provided that the unpaid principal need not be reduced below
the sum of any remaining cash plus the Collateral Value of the remaining
Securities. The Broker-Dealer shall not purchase for its own account any
Securities subject to such a sale.
(b)(i)(OPTIONAL) With the prior written consent of the NASD and the
Broker-Dealer, reduce the unpaid principal amount of the Note by not more than
15 percent of its original principal amount, provided that the Broker-Dealer
clearly establishes that its aggregate indebtedness would not, after giving
effect to such reduction, exceed 1000 percent of its net capital as those terms
are defined in 17 CFR 240.15c3-1, or if the Broker Dealer is operating pursuant
to paragraph (a)(1)(ii) of 17 CFR 240.15c3-1 its net capital would be less than
5 percent of aggregate debit items computed in accordance with 17 CFR
240.15c3-3a, or if registered as a futures commission merchant, 7 percent of
the funds required to be segregated pursuant to the Commodity Exchange Act, and
the regulations thereunder, (less the market value of commodity options
purchased by option customers on or subject to the rules of a contract market,
provided, however, the deduction for each option customer shall be limited to
the amount of customer funds in such option customers account,) if greater, and
in the event of such reduction the right of the Lender to withdraw Collateral
as provided in paragraph I(b) shall be suspended. The NASD shall not consent to
a reduction of the principal amount of this Note if, after giving effect to
such reduction, net capital would be less than 120 percent of the minimum
dollar amount required by 17 CFR 240.15c3-1 including paragraph (a)(1)(ii), if
applicable, or such greater dollar amount as may be made applicable to the
Broker-Dealer by the NASD, or a governmental agency or self-regulatory body
having appropriate authority.
IV. PAYMENT BY LENDER
Upon payment by the Lender, as distinguished from a reduction by the
Lender which is provided in paragraph III(b)(i), or reduction by the
Broker-Dealer as provided for in paragraph V, of all or any part of the unpaid
principal amount of this Note, the Broker-Dealer shall issue to the Lender a
subordinated loan agreement, preferred or common stock of the Broker-Dealer, or
if a partnership, shall credit a capital account of the Lender in the amount of
such payment, or in any combination of the foregoing, as specified below:
A SUBORDINATED LOAN AGREEMENT
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3
6
VI. SUSPENDED REPAYMENTS
(a) The Payment Obligation of the Broker-Dealer shall be
suspended and shall not mature if, after giving effect to such payment
(together with the payment of any Payment Obligation of the Broker-Dealer under
any other subordination agreement scheduled to mature on or before such Payment
Obligation) the aggregate indebtedness of the Broker-Dealer would exceed 1200
percent of its net capital or such lesser percent as may be made applicable to
the Broker-Dealer from time to time by the NASD, or a governmental agency or
self-regulatory body having appropriate authority, or if the Broker-Dealer is
operating pursuant to paragraph (a)(1)(ii) of 17 CFR 240.15c3-1, its net
capital would be less than 5 percent of aggregate debit items computed in
accordance with 17 CFR 240.15c3-3a, or if registered as a futures commission
merchant, 6 percent of the funds required to be segregated pursuant to the
Commodity Exchange Act and the regulations thereunder, (less the market value
of commodity options purchased by option customers on or subject to the rules
of a contract market, provided, however, the deduction for each option customer
shall be limited to the amount of customer funds in such option customer's
account,) if greater, or its net capital would be less than 120 percent of the
minimum dollar amount required by 17 CFR 240.15c3-1 including paragraph
(a)(1)(ii), if applicable, or such greater dollar amount as may be made
applicable to the Broker-Dealer by the NASD, or a governmental agency or
self-regulatory body having appropriate authority.
4
7
VII. LENDER'S RIGHT TO ACCELERATE THE MATURITY OF THE PAYMENT OBLIGATION
(OPTIONAL)
By written notice to the Broker-Dealer at its principal office and to
the NASD, no sooner than six months after the effective date of this Agreement,
the Lender may accelerate such Payment Obligation, together with accrued
interest or compensation, to a date not earlier than six months after the
giving of such notice. However, the right of the Lender to receive payment,
together with accrued interest or compensation, shall remain subordinate as
required by the provisions of 17 CFR 240.15c3-1 and 240.15c3-1d.
5
8
The Events of Acceleration as discussed in paragraphs (a) through (d)
with respect to this agreement are enumerated below:
N/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
6
9
(v) Receivership, insolvency, liquidation pursuant to the Securities
Investor Protection Act of 1970 or otherwise, bankruptcy, assignment for the
benefit of creditors, reorganization whether or not pursuant to bankruptcy
laws, or any other marshaling of the assets and liabilities of the
Broker-Dealer.
X. NOTICE OF MATURITY OR ACCELERATED MATURITY
The Broker-Dealer shall immediately notify the NASD if, after giving
effect to all payments of Payment Obligations under subordination agreements
then outstanding which are then due or mature within six months without
reference to any projected profit or loss of the Broker-Dealer, either the
aggregate indebtedness of the Broker-Dealer would exceed 1200 percent of its net
capital, or in the case of a Broker-Dealer operating pursuant to paragraph
(a)(1)(ii) of 17 CFR 240.15c3-1, its net capital would be less than 5 percent
of aggregate debit items computed in accordance with 17 CFR 240.15c3-3a, or if
registered as a futures commission merchant, 6 percent of the funds required to
be segregated pursuant to the Commodity Exchange Act and the regulations
thereunder, (less the market value of commodity options purchased by option
customers on or subject to the rules of a contract market, provided, however,
the deduction for each option customer shall be limited to the amount of
customer funds in such option customer's account,) if greater, and in either
case, if its net capital would be less than 120 percent of the minimum dollar
amount required by 17 CFR 240.15c3-1 including paragraph (a)(1)(ii), if
applicable, or such greater dollar amount as may be made applicable to the
Broker-Dealer by the NASD, or a governmental agency or self-regulatory body
having appropriate authority.
XI. WARRANTIES OF THE LENDER
The Lender hereby warrants that he has duly executed the Note; that he
has duly delivered the Note to the Broker-Dealer and, upon such delivery, the
Broker-Dealer acquired good title thereto; that the Note is his valid and
binding obligation enforceable by the Broker-Dealer in accordance with its
terms; that he has duly and validly pledged with the Broker-Dealer the
Securities described in Schedule A attached to the Note; and that the
Broker-Dealer as pledgee of the Securities has the rights with respect thereto
which are conferred upon it by this Agreement. Each such representation and
warranty shall survive the execution and delivery of the Note and the pledge of
the Securities.
The Lender represents that the Securities may be publicly offered and
sold without registration under the Securities Act of 1933 as amended and that
the sale and transfer of the Securities is not restricted by that Act nor is it
restricted by any other law, agreement or in any other manner.
XII. BROKER-DEALERS CARRYING THE ACCOUNTS OF SPECIALISTS AND MARKET MAKERS
IN LISTED OPTIONS
A Broker-Dealer who guarantees, endorses, carries or clears specialist
or market-maker transactions in options listed on a national securities
exchange or facility of a national securities association shall not permit a
reduction, prepayment, or repayment of the unpaid principal amount if the
effect would cause the equity required in such specialist or market-maker
accounts to exceed 1000 percent of the Broker-Dealer's net capital or such
percent as may be made applicable to the Broker-Dealer from time to time by the
NASD or a governmental agency or self-regulatory body having appropriate
authority.
7
10
XIII. BROKER-DEALERS REGISTERED WITH CFTC
If the Broker-Dealer is a futures commission merchant or introductory
broker as that term is defined in the Commodity Exchange Act, the Organization
agrees, consistent with the requirements of Section 1.17(h) of the regulations
of the CFTC (17 CFR 1.17(h)), that:
(a) Whenever prior written notice by the Broker-Dealer to the NASD is
required pursuant to the provisions of this Agreement, the same prior written
notice shall be given by the Broker-Dealer to (i) the CFTC at its principal
office in Washington, D.C., attention Chief Accountant of Division of Trading
and Markets, and/or (ii) the commodity exchange of which the Organization is a
member and which is then designated by the CFTC as the Organization's designated
self-regulatory organization (the "DRSO");
(b) Whenever prior written consent, permission or approval of the NASD is
required pursuant to the provisions of this Agreement, the Broker-Dealer shall
also obtain the prior written consent, permission or approval of the CFTC
(and/or of the DSRO); and,
(c) Whenever the Broker-Dealer receives written notice of acceleration of
maturity pursuant to the provisions of this Agreement, the Broker-Dealer shall
promptly give written notice thereof to the CFTC at the address above stated
and/or to the DSRO.
MC 2/23/00 RP 2/23/00
------------------------------ ----------------------------
(Borrower's Initials) (Date) (Lender's Initials) (Date)
XV. GENERAL
Neither the Lender, his heirs, executors, administrators, or assigns
shall be personally liable on such Note, and in the event of default, the
Broker-Dealer shall look for payment of such Note solely to the Collateral
pledged herein.
This Agreement shall not be subject to cancellation by either the
Lender or the Broker-Dealer, and no payment shall be made nor the Agreement
terminated, rescinded or modified by mutual consent or otherwise if the effect
thereof would be inconsistent with the requirements of 17 CFR 240.15c3-1 and
240.15c3-1d.
8
11
This Agreement may not be transferred, sold, assigned, pledged, or
otherwise encumbered or otherwise disposed of, and no lien, charge or other
encumbrance may be created or permitted to be created thereof without the prior
written consent of the NASD.
In the event of the appointment of a receiver or trustee of the
Broker-Dealer or in the event of its insolvency, liquidation pursuant to the
Securities Investor Protection Act of 1970 or otherwise, bankruptcy, assignment
for the benefit of creditors, reorganization whether or not pursuant to
bankruptcy laws, or any other marshaling of the assets and liabilities of the
Broker-Dealer, the Payment Obligation of the Broker-Dealer shall mature, and the
holder hereof shall not be entitled to participate or share, ratably or
otherwise, in the distribution of the assets of the Broker-Dealer until all
claims of all other present and future creditors of the Broker-Dealer, whose
claims are senior hereto, have been fully satisfied.
The Lender irrevocably agrees that the loan evidenced hereby is not being
made in reliance upon the standing of the Broker-Dealer as a member organization
of the NASD or upon the NASD surveillance of the Broker-Dealer's financial
position or its compliance with the By-Laws, rules and practices of the NASD.
The Lender has made such investigation of the Broker-Dealer and its partners,
officers, directors, and stockholders as the Lender deems necessary and
appropriate under the circumstances. The Lender is not relying upon the NASD to
provide any information concerning or relating to the Broker-Dealer and agrees
that the NASD has no responsibility to disclose to the Lender any information
concerning or relating to the Broker-Dealer which it may now, or at any future
time, have.
The term "Broker-Dealer", as used in this Agreement, shall include the
broker-dealer, its heirs, executors, administrators, successors and assigns.
The term "Payment Obligation" shall mean the return of the Secured Demand
Note contributed to the Broker-Dealer or the reduction of the unpaid principal
amount thereof, and the return of cash or securities pledged as Collateral to
secure this Secured Demand Note.
The term "Collateral Value" of any securities pledged to secure this
Secured Demand Note shall mean the market value of such Securities after giving
effect to the haircut deductions specified in subparagraph (c)(2)(vi) of 17 CFR
240.15c3-1, except for paragraph (c)(2)(vi)(J). In lieu of the reduction under
(c)(2)(vi)(J), the Broker-Dealer shall reduce the market value of the securities
pledged by 30%.
The provisions of this Agreement shall be binding upon the Broker-Dealer
and the Lender, and their respective heirs, executors, administrators,
successors and assigns.
Any controversy arising out of or relating to this Agreement may be
submitted to and settled by arbitration pursuant to the By-Laws and rules of the
NASD. The Broker-Dealer and the Lender shall be conclusively bound by such
arbitration.
9
12
This instrument embodies the entire agreement between the
Broker-Dealer and the Lender and no other evidence of such agreement has been
or will be executed without prior written consent of the NASD.
This Agreement shall be deemed to have been made under, and shall be
governed by, the laws of the State of Florida in all respects.
IN WITNESS WHEREOF the parties have set their hands and seal this 23rd
day February 2000.
Summit Brokerage Services, Inc.
------------------------------------------
(Name of Broker-Dealer)
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO L.S.
------------------------------------------
(Authorized Person) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO L.S.
------------------------------------------
(Lender) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Summit Group of Companies, Inc.
FOR NASD USE ONLY
ACCEPTED BY:
------------------------------
(Name)
------------------------------
(Title)
EFFECTIVE DATE:
---------------------------
LOAN NUMBER:
------------------------------
10
13
ADDENDUM I
SECURED DEMAND NOTE
February 23, 2000
FOR VALUE RECEIVED, I promise to pay to Summit Brokerage Services Inc. (the
Broker-Dealer) at its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(where presentment and demand for payment shall be made), without interest, the
sum of Forty Thousand Dollars ($40,000.00), on demand.
This Note is secured at its date by the pledge of the securities and cash,
if any, described in Schedule A attached hereto. I agree that whenever the value
of the securities and cash securing this Note, as determined in accordance with
the capital requirements of 17 CFR 240.15c3-1 or the rules and regulations of
the National Association of Securities Dealers, Inc. ("NASD") or those of a
governmental agency or self-regulatory body having appropriate authority which
are applicable to the Broker-Dealer at the time of such valuation, is less than
the unpaid balance of this Note, the Broker-Dealer shall exercise the rights set
forth in paragraph III(a)(ii) of the Secured Demand Note Collateral Agreement
(The Agreement) of even date between me and the Broker-Dealer without first
making a demand hereof.
The Broker-Dealer, by acceptance hereof, agrees, for itself, its
representatives, successors and assigns (1) that neither I, my heirs, executors,
administrators or assigns shall be personally liable on this Note, it being
intended that my obligation to pay the principal amount of this Note is included
for the sole purpose of establishing the existence of the indebtedness
represented hereby and (2) that in the event of default, the Broker-Dealer and
any such successor or assign shall look for payment solely to the Collateral, as
defined herein, then pledged to secure this Note, and will not make claim or
institute any action or proceedings against me, my heirs, executors,
administrators or assigns for the payment of this Note (or for any deficiency
remaining after application of the Collateral pledged to secure this Note, or
otherwise); provided, however, that nothing herein contained shall be construed
to release or impair the indebtedness evidenced by this Note, or of the lien
upon the Collateral pledged to secure it, or preclude the application of said
pledged Collateral to the payment hereof in accordance with the provisions of
the Agreement.
The Broker-Dealer agrees that upon payment by me of all or any portion of
this Note, as distinguished from a reduction by me as provided in paragraph III
b(i) of the Agreement or reduction by the Broker-Dealer as provided for in
paragraph of the Agreement, the Broker-Dealer shall issue to me a Subordinated
Loan Agreement in the amount of such payment, as provided pursuant to paragraph
IV of the Agreement.
The Broker-Dealer further agrees that it will make a demand for payment
hereof only after it determines in good faith that it is in or approaching
financial difficulty, provided, however, that no failure to make such a
determination in good faith shall affect the effectiveness of a demand, or give
rise to any claim which is superior to my claim under the Agreement for the
withdrawal, return or deduction of the Note.
11
14
The term "in or approaching financial difficulty" shall mean for the
purposes hereof any of the specified and clearly measurable events enumerated
below:
None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This Note and the securities and cash from time to time pledged to
secure it are subject in all respects to the provisions of the Agreement, a copy
of which may be examined at the principal office of the Broker-Dealer.
The term "Collateral" shall mean, as defined in subparagraph (b)(6) of
Appendix D of SEC Rule 15c3-1, "only cash and securities which are fully paid
for and which may be publicly offered or sold without registration under the
Securities Act of 1933, and the offer, sale and transfer of which are not
otherwise restricted."
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.S.
------------------------------
Lender
Summit Group of Companies, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Summit Brokerage Services Inc.
------------------------------
Broker-Dealer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO L.S.
---------------------------
Authorized Person
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
CFO
12
15
SCHEDULE A
SCHEDULE OF COLLATERAL FOR SECURED DEMAND NOTE(*)
Summit Brokerage Services Inc.
------------------------------
(Broker-Dealer)
Cash Pledged: $ - 0 -
-----------------------
Securities Pledged:
Stocks:
Number of Shares Description
---------------- -----------
1,500 WalMart Stores, Inc. Common Stock
Bonds:
Principal Amount Description
---------------- -----------
(*)Only cash and securities which are fully paid for and which may be publicly
offered or sold without registration under the Securities Act of 1933, and the
offer, sale and transfer of which are not otherwise restricted, may be pledged
as collateral to secure a Secured Demand Note.
13
16
SUBORDINATED LOAN AGREEMENT
LENDER'S ATTESTATION
It is recommended that you discuss the merits of this investment with
an attorney, accountant or some other person who has knowledge and experience
in financial and business matters prior to executing this Agreement.
1. I have received and reviewed a reprint of Appendix D
of 17 CFR 240.15c3-1, and am familiar with its
provisions.
2. I am aware that the funds or securities subject to
Agreement are not covered by the Securities Investor
Protection Act of 1970.
3. I understand that I will be furnished financial
statements pursuant to SEC Rule 17a-5(c).
4. On the date this Agreement was entered into, the
broker-dealer carried funds or securities for my
account. (State Yes or No) Yes.
----
5. Lender's business relationship to the broker-dealer
is:
Affiliated Corporation (Lender is 100% owned by
Broker/Dealer's Majority Shareholders.
6. If not a partner or stockholder actively engaged in
the business of the broker-dealer, acknowledge
receipt of the following:
a. Certified audit and accountant's
certificate dated 12/31/99.
---------
b. Disclosure of financial and/or operational
problems since the last certified audit
which required reporting pursuant to SEC
Rule 17a-11. (If no such reporting was
required, state "none")
None
-------------------------------------------
-------------------------------------------
c. Balance sheet and statement of ownership
equity dated 12/31/99.
---------
d. Most recent computation of net capital and
aggregate indebtedness or aggregate debit
items dated reflecting a net capital of
$64,863 and a ratio of 1132%.
------
e. Debt/equity ratio as of 12/31/99 of 0
-------- -
f. Other disclosures: None
------------------------
Dated: 2/23/00 /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.S.
---------------------------------------
(Lender)
Summit Group of Companies, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
14
17
[LETTERHEAD]
MARCH 14, 2000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Summit Brokerage Services, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Subordinated Loan Agreement
Control #: 07-D-SDN-10286
Lender: Summit Group of Companies, Inc.
Maturity Date: April 30, ▇▇▇▇
▇▇▇▇▇▇: $40,000.00
Dear ▇▇. ▇▇▇▇▇▇:
NASD Regulation, Inc. has found the above referenced Agreement acceptable as
satisfactory subordinated agreements, effective as of March 31, 2000.
Appendix D of SEC Rule 15c3-1 requires the prior written approval of the NASD
before any repayment of a subordinated agreement can be made. Accordingly,
unsecured advances to the lender during the term of the Agreement are not
permitted, since such advances would constitute unauthorized prepayments. All
unauthorized prepayments are reviewed by the Staff for possible disciplinary
action.
Please bear in mind that all notifications to the Association required by the
provisions of this Agreement must be made by telegraphic notice or FAX and
filed with this District Office. If you have any questions regarding these
Agreements or our acceptance thereof, please contact me at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
Compliance Specialist
/pag
