NASD EXHIBIT 10(h)
SUBORDINATED LOAN AGREEMENT
AMENDMENT EXTENDING THE MATURITY DATE
SL-5
AGREEMENT BETWEEN:
Lender SunAmerica Inc.
(Name)
00000 Xxxxxxxx Xxxxxxxxx
(Xxxxxx Address)
Los Angeles California 90025-
1748
(City) (State)
(Zip)
AND
Broker-Dealer SunAmerica Capital Services,
Inc.
(Name)
00 Xxxxx Xxxxxx Xxxx
(Xxxxxx Address)
New York New York 10003
(City) (State)
(Zip)
NASD ID No.: 13158
Date Filed: September 23, 1994
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 NASD Form SLD, which
is 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
this 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) No.
5. Lender's business relationship to the broker-
dealer is: Broker-Dealer is a fifth tier subsidiary of Lender
and Lender continuously monitors the fiscal status and reports
of Broker-Dealer.
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 .
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")
c. Balance sheet and statement of ownership
equity dated .
d. Most recent computation of net capital and
aggregate indebtedness or aggregate debit items dated ,
reflecting a net capital of
$ and a ratio of .
e. Debt/equity ratio as of of
.
f. Other disclosures:
/s/ XXXXX X. XXXXXXX
Dated: September 15, 1994 XXXXX X. XXXXXXX L.S.
(Lender)
CERTIFICATE OF SECRETARY
I, Xxxxx X. Xxxxxx, Secretary of SunAmerica Inc., a
Maryland corporation (this "Corporation"), do hereby certify
that the Executive Committee of Board of Directors of this
Corporation, on September 15, 1994 adopted the following
resolutions and that said resolutions have not been amended or
rescinded from the date of their adoption and are in full
force and effect as of the date hereof:
1. Authorization of Subordinated Loan Agreement Amendment
Extending the Maturity Date entered into with SunAmerica
Capital Services, Inc.
WHEREAS, pursuant to the terms of a Subordinated Loan
Agreement for Equity Capital dated September 9, 1992 and
effective September 30, 1992, this Corporation made a loan to
SunAmerica Capital Services, Inc. in the amount of $4 million
(the "Subordinated Loan Agreement");
WHEREAS, the Executive Committee of this Corporation
desires to extend the maturity date of the Subordinated Loan
Agreement from September 29, 1995 to September 29, 1996;
NOW, THEREFORE, BE IT RESOLVED, that the Executive
Committee of this Corporation after review of the net capital
infusion needs of SunAmerica Capital Services, Inc. hereby
authorizes that the maturity date of the Subordinated Loan
Agreement be extended form September 29, 1995 to September 29,
1996 in conformance with the Subordinated Loan Agreement
Amendment Extending the Maturity Date dated as of September
15, 1994 ("Amendment"); and
RESOLVED FURTHER that Xxxxx X. Xxxxxxx, Senior Vice
President of this Corporation, is hereby authorized to execute
said Amendment on behalf of this Corporation, and further, to
make such changes in the terms and conditions of such
Amendment as may be necessary to conform to the requirements
of Title 17 CFR Section 240.15c 3-1d and the rules of the
National Association of Securities Dealers; and
RESOLVED FURTHER that the Executive Committee hereby
ratifies any and all action that may have been taken by the
officers of this Corporation in connection with the foregoing
resolutions and authorizes the officers of this Corporation to
take any and all such further actions as may be deemed
appropriate to reflect these resolutions and to carry out
their tenor, effect and intent.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate and affixed the seal of this Corporation this 21st
day of September, 1994.
/s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, Secretary
(SEAL)
(Secretary)
XXXX Xxxxxxxx Xx. 00
National Association of Securities Dealers, Inc. - NASD
Financial Center
00 Xxxxxxxxx Xxxxxx - Xxx Xxxx, XX 00000 - 212/858-4000
December 2, 1994
Xx. Xxxxxxx X. Xx Xxxxx
SunAmerica Capital Services, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Subordinated Loan Agreement
File No.: 10-E-SLA-11125
Lender: Broad Inc.
Amount: $4,000,000
Dear Xx. Xx Xxxxx:
The amendment extending the maturity date of the above
referenced Agreement from September 29, 1995 to September 29,
1996 is accepted by the National Association of Securities
Dealers, Inc.
It is important to note that the limitations required by
paragraph 1, which covers Permissive Prepayments, will run
from the effective date of the original agreement, not from
the date of this amendment.
Any questions which you have regarding this Agreement or
the amendment should be addressed to the District Office in
New York.
Very truly yours,
/s/ XXXX X. XXXXXX
Xxxx X. Xxxxxx
Assistant Director
JJL:rf
cc: Xxxxxxx Xxxxxxxx
