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EXHIBIT 1.2
GENERAL CREDIT CORPORATION
900,000 Units
SELECTED DEALER AGREEMENT
Boca Raton, Florida
_____________, 1997
Gentlemen:
1. Xxxxxx Xxxxx Securities, Inc. (the "Representative") and the
other Underwriters named in the Prospectus (collectively the "Underwriters"),
acting through us as the Representative, are severally offering for sale an
aggregate of 900,000 Units (the "Firm Securities") of General Credit
Corporation (the "Company"), which we have agreed to purchase from the Company,
and which are more particularly described in the Registration Statement,
Underwriting Agreement and Prospectus. In addition, the several Underwriters
have been granted an option to purchase from the Company up to an additional
135,000 Units (the "Option Securities") to cover overallotments in connection
with the sale of the Firm Securities. The Firm Securities and any Option
Securities purchased are herein called the "Securities". The Securities and
the terms under which they are to be offered for sale by the several
Underwriters are more particularly described in the Prospectus.
2. The Securities are to be offered to the public by the several
Underwriters at the price per Unit set forth on the cover page of the
Prospectus (the "Public Offering Price"), in accordance with the terms of
offering set forth in the Prospectus.
3. Some or all of the several Underwriters are severally
offering, subject to the terms and conditions hereof, a portion of the
Securities for sale to certain dealers who are actually engaged in the
investment banking or securities business and who are either (a) members in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"), or (b) dealers with their principal places of business located outside
the United States, its territories and its possessions and not registered as
brokers or dealers under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), who have agreed not to make any sales within the United States,
its territories or its possessions or to persons who are nationals thereof or
residents therein (such dealers who shall agree to sell Securities hereunder
being herein called "Selected Dealers") at the public offering price, less a
selling concession (which may be changed) of not in excess of $______ per Unit
payable as hereinafter provided, out of which concession an amount not
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exceeding $__________ per Unit may be reallowed by Selected Dealers to members
of the NASD or foreign dealers qualified as aforesaid. The Selected Dealers
who are members of the NASD agree to comply with all of the provisions of the
NASD Conduct Rules. Foreign Selected Dealers agree to comply with the
provisions of Rule 2740 of the NASD Conduct Rules, and, if any such dealer is a
foreign dealer and not a member of the NASD, such Selected Dealer also agrees
to comply with the NASD's Interpretation with Respect to Free-Riding and
Withholding, and to comply, as though it were a member of the NASD, with the
provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with
Rule 2420 of the NASD Conduct Rules as that Rule applies to non-member foreign
dealers. Some or all of the Underwriters may be included among the Selected
Dealers. Each of the Underwriters has agreed that, during the term of this
Agreement, it will be governed by the terms and conditions hereof whether or
not such Underwriter is included among the Selected Dealers.
4. Xxxxxx Xxxxx Securities, Inc. shall act as Representative on
behalf of the Underwriters and shall have full authority to take such action as
we may deem advisable in respect to all matters pertaining to the public
offering of the Securities.
5. If you desire to act as a Selected Dealer, and purchase any of
the Securities, your application should reach us promptly by facsimile or
telegraph at the offices of Xxxxxx Xxxxx Securities, Inc., 0000 Xxxx Xxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000. We reserve the right to reject
subscriptions in whole or in part, to make allotments, and to close the
subscription books at any time without notice. The Securities allotted to you
will be confirmed, subject to the terms and conditions of this Agreement.
6. The privilege of subscribing for the Securities is extended to
you only on behalf of such of the Underwriters, if any, as may lawfully sell
the Securities to Selected Dealers in your state or other applicable
jurisdiction.
7. Any Securities to be purchased by you under the terms of this
Agreement may be immediately reoffered to the public in accordance with the
terms of offering as set forth herein and in the Prospectus, subject to the
securities or Blue Sky laws of the various states or other jurisdictions.
You agree to pay us on demand for the accounts of the several
Underwriters an amount equal to the Selected Dealer concession as to any
Securities purchased by you hereunder which, prior to the completion of the
public offering as defined in paragraph 8 below, we may purchase or contract to
purchase for the account of any Underwriter and, in addition, we may charge you
with any broker's commission and transfer tax paid in connection with such
purchase or contract to purchase. Certificates for Securities delivered on
such repurchases need not be the identical certificates originally
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purchased.
You agree to advise us from time to time, upon request, of the number
of Securities purchased by you hereunder and remaining unsold at the time of
such request, and, if in our opinion any such Securities shall be needed to
make delivery of the Securities sold or overallotted for the account of one or
more of the Underwriters, you will, forthwith upon our request, grant to us for
the account or accounts of such Underwriter or Underwriters the right,
exercisable promptly after receipt of notice from you that such right has been
granted, to purchase, at the Public Offering Price less the selling concession
or such part thereof as we shall determine, such number of Securities owned by
you as shall have been specified in our request.
No expenses shall be charged to Selected Dealers. A single transfer
tax, if payable, upon the sale of the Securities by the respective Underwriters
to you will be paid when such Securities are delivered to you. However, you
shall pay any transfer tax on sales of Securities by you and you shall pay your
proportionate share of any transfer tax (other than the single transfer tax
described above) in the event that any such tax shall from time to time be
assessed against you and other Selected Dealers as a group or otherwise.
Neither you nor any other person is or has been authorized to give any
information or to make any representation in connection with the sale of the
Securities other than as contained in the Prospectus.
8. The first three paragraphs of Section 7 hereof will terminate
when we shall have determined that the public offering of the Securities has
been completed and upon telefax notice to you of such termination, but, if not
theretofore terminated, they will terminate at the close of business on the
30th full business day after the date hereof; provided, however, that we shall
have the right to extend such provisions for a further period or periods, not
exceeding an additional 30 days in the aggregate upon facsimile notice to you.
9. For the purpose of stabilizing the market in the Securities,
we have been authorized to make purchases and sales of the Securities of the
Company, in the open market or otherwise, for long or short account, and, in
arranging for sales, to overallot.
10. On becoming a Selected Dealer, and in offering and selling the
Securities, you agree to comply with all the applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and the 1934 Act. You
confirm that you are familiar with Rule 15c2-8 under the 1934 Act relating to
the distribution of preliminary and final prospectuses for securities of an
issuer (whether or not the issuer is subject to the reporting requirements
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of Section 13 or 15(d) of the 0000 Xxx) and confirm that you have complied and
will comply therewith.
We hereby confirm that we will make available to you such number of
copies of the Prospectus (as amended or supplemented) as you may reasonably
request for the purposes contemplated by the 1933 Act or the 1934 Act, or the
rules and regulations thereunder.
11. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Securities are qualified
for sale under the respective securities or Blue Sky laws of such states and
other jurisdictions, but neither we nor any of the Underwriters assume any
obligation or responsibility as to the right of any Selected Dealer to sell the
Securities in any state or other jurisdiction or as to the eligibility of the
Securities for sale therein. We will, if requested, file a Further State
Notice in respect of the Securities pursuant to Article 23-A of the General
Business Law of the State of New York.
12. No Selected Dealer is authorized to act as our agent or as
agent for the Underwriters, or otherwise to act on our behalf or on behalf of
the Underwriters, in offering or selling the Securities to the public or
otherwise or to furnish any information or make any representation except as
contained in the Prospectus.
13. Nothing will constitute the Selected Dealers an association or
other separate entity or partners with the Underwriters, or with each other,
but you will be responsible for your share of any liability or expense based on
any claim to the contrary. We and the several Underwriters shall not be under
any liability for or in respect of value, validity or form of the Securities,
or the delivery of the certificates for the Securities, or the performance by
anyone of any agreement on its part, or the qualification of the Securities for
sale under the laws of any jurisdiction, or for or in respect of any other
matter relating to this Agreement, except for lack of good faith and for
obligations expressly assumed by us or by the Underwriters in this Agreement
and no obligation on our part shall be implied herefrom. The foregoing
provisions shall not be deemed a waiver of any liability imposed under the 1933
Act.
14. Payment for the Securities sold to you hereunder is to be made
at the Public Offering Price less the above-mentioned selling concession on
such time and date as we may advise, at the office of Xxxxxx Xxxxx Securities,
Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, by wire
transfer to the account of the Representative or by a certified or official
bank check in current New York Clearing House funds, payable to the order of
Xxxxxx Xxxxx Securities, Inc., as Representative, against delivery of
certificates for the Securities so purchased. If such payment is not made at
such time, you agree to pay us interest on such funds
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at the prevailing broker's loan rate.
15. Notices to us should be addressed to us at the offices of
Xxxxxx Xxxxx Securities, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000, Attention: Xxxxxx X. Xxxx. Notices to you shall be deemed to
have been duly given if telephoned, telefaxed, telegraphed or mailed to you at
the address to which this letter is addressed.
16. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to the
choice of law or conflicts of law principles thereof.
17. If you desire to purchase any Securities and act as a Selected
Dealer, please confirm your application by signing and returning to us your
confirmation on the duplicate copy of this letter enclosed herewith, even
though you may have previously advised us thereof by telephone or telegraph.
Our signature hereon may be by facsimile.
Very truly yours,
XXXXXX XXXXX SECURITIES, INC.
As Representative of the Several
Underwriters
BY:
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Authorized Officer
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Xxxxxx X. Xxxx, President
Xxxxxx Xxxxx Securities, Inc.
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
We hereby subscribe for __________ Units of General Credit Corporation
in accordance with the terms and conditions stated in the foregoing Selected
Dealers Agreement and letter. We hereby acknowledge receipt of the Prospectus
referred to in the Selected Dealers Agreement and letter. We further state
that in purchasing said Units we have relied upon said Prospectus and upon no
other statement whatsoever, whether written or oral. We confirm that we are a
dealer actually engaged in the investment banking or securities business and
that we are either (i) a member in good standing of the National Association of
Securities Dealers, Inc. ("NASD"); or (ii) a dealer with its principal place of
business located outside the United States, its territories and its possessions
and not registered as a broker or dealer under the Securities Exchange Act of
1934, as amended, who hereby agrees not to make any sales within the United
States, its territories or its possessions or to persons who are nationals
thereof or residents therein. As a member of the NASD, we hereby agree to
comply with all of the provisions of NASD Conduct Rules. If we are a foreign
Selected Dealer, we agree to comply with the provisions of Rule 2740 of the
NASD Conduct Rules, and if we are a foreign dealer and not a member of the
NASD, we agree to comply with the NASD's interpretation with respect to
free-riding and withholding, and agree to comply, as though we were a member of
the NASD, with provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and
to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to
non-member foreign dealers.
Firm:
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By:
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(Name and Position)
Address:
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Telephone No.:
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Dated: , 1997
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