EXHIBIT 2
Selling Group Agreement
EXHIBIT 2
SELLING GROUP AGREEMENT
$50,000,000
CURRENT INTEREST SUBORDINATED BONDS
ACCRETION SUBORDINATED BONDS
IBF VI - SECURED LENDING CORPORATION
_________________, 2000
Gentlemen:
We have agreed to act as the agent of IBF VI - Secured Lending
Corporation, a Delaware corporation (the "Company"), pursuant to an
Underwriting Agreement between the Company and us (the "Underwriter"), which
may be obtained from us on written request, for the sale to the public of
$50,000,000 in principal amount of the Company's Current Interest Subordinated
Bonds and Accretion Subordinated Bonds ("Bonds"). The Bonds and certain of the
terms on which they are being purchased and offered are more fully described
in the enclosed prospectus, subject to the following further terms:
1. We invite your participation as a member of the selling group
("Selling Group Member") in offering to the public a part of the Bonds. As a
Selling Group Member, you will be allowed, subject to the sale of $500,000 of
Bonds in the public offering, a concession on all Bonds sold by you in the
offering as set forth on Exhibit A attached hereto. Subject to the sale of
$500,000 of Bonds, payment of such concession will be made within five
business days after each closing contemplated by the Underwriting Agreement.
The Bonds will be offered to the public on a "best efforts" basis, subject to
the approval of certain legal matters by us and subject to certain other terms
and conditions. We reserve the right to withdraw, cancel, or modify any offer.
2. You confirm that you are a Selling Group Member who is actually
engaged in the investment banking or securities business and who is a member
in good standing of the National Association of Securities Dealers, Inc. (the
"NASD"). In making sales, you hereby agree to comply with the provisions of
rule 15c2-8 promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the Conduct Rules of the NASD, including the provisions
of Article III of the Rules of Fair Practice of the NASD, particularly the
interpretation of the Board of Governors of the NASD respecting "free-riding"
and "withholding" and sections 8, 24, 25, and 36 thereof.
3. All orders will be strictly subject to confirmation, and we
reserve the right in our uncontrolled discretion to reject any order, in whole
or in part, to accept or reject orders in the order of their receipt or
otherwise, and to allot. Neither you nor any other person is authorized by the
Company or us to give any information or make any representations other than
those contained in the prospectus in connection with the sale of any of the
Bonds. No Selling Group Member is authorized to act as agent for us when
offering the Bonds to the public or otherwise.
4. You shall instruct all customers to make all checks payable to the
escrow agent as set forth below. Payment at the initial offering price for
Bonds purchased by your customers shall be made, with respect to payments by
checks, by transmitting your customers' checks payable to "CSTTC Escrow Agent
for IBF VI - Secured Lending Corporation," Continental Stock Transfer & Trust
Company, 0 Xxxxxxxx, Xxx Xxxx, XX 00000, or, with respect to cash payments or
customer account credit balances, by wire transfer to such account, all by
noon of the next business day following receipt in accordance with the
provisions of rules 15c2-4 and 15c3-1 promulgated by the Commission pursuant
to the Exchange Act. Certificates for the Bonds to be purchased by your
customers shall be delivered promptly against payment to the Company of the
net proceeds of sale after each closing contemplated by the Underwriting
Agreement, subject to the sale of the minimum amount of Bonds. In addition,
there shall be provided to the escrow agent and us, with the proceeds from
your customers, a written account of each sale, which account shall set forth
the name and address of the purchasers, the amount of Bonds purchased by each,
the amount paid therefor, and whether the amount paid was in the form of cash
or evidenced by a check. Furthermore, you will simultaneously forward to the
Company and us the form of purchase agreement adopted by the Company for use
in the offering.
5. This Agreement shall terminate contemporaneously with the
termination of the Underwriting Agreement, unless earlier terminated at any
time by us by written or telegraphic notice to you.
6. You agree to indemnify us and to hold us harmless, and each
person, if any, who controls us, within the meaning of section 15 of the
Securities Act, against any and all losses, claims, damages, or liabilities to
which we may become subject as a result of your breach of this Agreement or of
your failure to perform any of the promises contained herein, and will also
reimburse us, or any controlling person thereof, for any legal or other
expenses reasonably incurred in connection with investigating or defending
such action or claim.
7. You are not authorized to give any information or to make any
statements other than those contained in the prospectus or any amendments
thereto.
8. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the offering. We shall be
under no liability to you, except for lack of good faith and for obligations
expressly assumed by us in this Agreement. Nothing contained in this section
is intended to operate as, and the provisions of this section shall not in any
way whatsoever, constitute a waiver by you of compliance with any provision of
the Securities Act or Exchange Act, or of the rules and regulations of the
Commission issued thereunder.
9. On application to us, we shall inform you as to the jurisdictions
in which we believe the Bonds have been qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such
jurisdictions, but we assume no responsibility or obligation as to your right
to sell Bonds in any jurisdiction.
10. You confirm that you are familiar with rule 15c2-8 under the
Exchange Act relating to the distribution of preliminary and final
prospectuses and confirm that you have complied therewith and will comply
therewith.
11. 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 Securities Act or the Exchange
Act or the rules and regulations of the Commission thereunder.
12. Any notice from us to you shall be deemed to have been duly given
if mailed or telegraphed to you at the address to which this Agreement is
mailed.
Please confirm your agreement hereto by signing and returning to us
by fax and overnight courier at National Securities Corporation, 000 X.
Xxxxxxxx Xxx., Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, the enclosed duplicate of
this Agreement. On receipt thereof, this Agreement and such signed duplicate
copy will evidence the understanding between us.
Very truly yours,
National Securities Corporation
By ____________________________
Duly Authorized Officer
AGREED AND ACCEPTED as of the date first-above written.
Selling Group Member:
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By ______________________________
Duly Authorized Officer
Address of Selling Group Member
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Exhibit A
COMPENSATION TERMS
1. Concession. Selling Group Member will receive a concession equal to
_______% of the gross sale price of Bonds offered and sold by the Selling
Group Member.
2. Additional Compensation. Selling Group Member is entitled to the following
additional compensation:
