Re: Subordinated Loan Agreement
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NASD June 12, 2001 Xx. Xxxxxx Xxxxxx - Xxxxxx |
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Re: |
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Extension of Maturity Date |
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Type: |
Equity |
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Control #: |
10-E-SLA-10749 |
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Lender: |
SunAmerica Inc. |
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Current Maturity Date: |
June 30, 2002 |
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Dear Xx. Xxxxxx - Xxxxxx: The amendment extending the maturity date of the above referenced agreement from June 30, 2002 to June 30, 2003 is accepted by the National Association of Securities Dealers, Inc. It is important to note that the limitations required by paragraph V, which covers Permissive Prepayments, will run from the effective date of the original agreement, not from the date of this amendment. If you have any questions regarding this Agreement or our acceptance thereof, please contact this office. Very truly yours, /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx GD: jr Cc: Xxxxxxxx XxxXxxxxx
NASD Regulation, Inc. District 10, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000 212 858 4000
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NASD SL-A AGREEMENT BETWEEN:
Lender: SunAmerica Inc. 0 XxxXxxxxxx Xxxxxx, 0000
Xxxxxx of the Stars, 38th
Floor
AND Broker-Dealer: SunAmerica Capital Services, Inc.
NASD ID Number: 13158 |
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SUBORDINATED LOAN
AGREEMENT This Amendment No. 2 of that certain NASD Subordinated Loan Agreement for Equity Capital SL-5 by and between SunAmerica Inc. (the "Lender") and SunAmerica Capital Services, Inc. (the "Broker-Dealer") effective as of May 28, 1998 ("Subordinated Loan Agreement") and amendment thereto dated as of May 22, 2000 ("Amendment No. 1") is dated as of April 30, 2001 ("Amendment No. 2"). In consideration of the sum of $3,500,000 (the unpaid principal amount) and subject to the terms and conditions set forth in the Subordinated Loan Agreement approved by the National Association of Securities Dealers, Inc. ("NASD"), as amended by Amendment No. 1, scheduled to mature on June 30, 2002 bearing Loan Number 10-E-SLA-10749, the Broker-Dealer and the Lender agree to extend the maturity date until July 30, 2003. This Amendment No. 2 shall not become effective unless and until the NASD has found Amendment No. 2 acceptable. The interest rate set forth in the Subordinated Loan Agreement, as amended by Amendment No. 1, is changed from 9.5% to 7.5% per annum effective as of July 1, 2002.
(The signature page follows.)
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IN WITNESS WHEREOF the parties have set their hands and seal this 30th day of April, 2001. |
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BROKER-DEALER: SUNAMERICA CAPITAL SERVICES, INC. [Seal]
XXXXXX: SUNAMERICA INC. [Seal] FOR NASD USE ONLY
Assistant
Director
EFFECTIVE DATE: JUN 30 2002
LOAN NUMBER: 10-E-SLA-10749 |
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SUBORDINATED LOAN
AGREEMENT
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.
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1. |
I have received and reviewed a copy of Appendix
D of 17 CFR 240.15c3-l, and am familiar with its provisions. |
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2. |
I am aware that the funds or securities subject
to this Agreement are not covered by the Securities Investor Protection
Act of 1970. |
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3. |
I understand that I will be furnished financial
statements pursuant to SEC Rule 17a-5(c). |
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4. |
On the date this Agreement was entered into,
the broker-dealer carried funds or securities for my account. (State Yes
or No): No. |
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5. |
Xxxxxx's business relationship to the
broker-dealer is: Lender is an intermediate holding company of
Broker-Dealer and continuously monitors fiscal status and reports of
Broker-Dealer. |
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6. |
If the partner or stockholder is not actively
engaged in the business of the broker-dealer, acknowledge receipt of the
following: |
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a. |
Certified audit and accountant's certificate
dated ___________. |
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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") _______________________. |
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c. |
Balance sheet and statement of ownership equity
dated _____________. |
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d. |
Most recent computation of net capital and
aggregate indebtedness or aggregate debit items dated ______________
reflecting a net capital of $___________ and ratio of
___________. |
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e. |
Debt/equity as of _____________ of ____________. |
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f. |
Other disclosures:
______________________ .
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Dated: April 30,
2001
SUNAMERICA INC.
(Xxxxxx) |
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OFFICER'S CERTIFICATE I, Xxxxx X. Xxxxxxx, Executive Vice President of SunAmerica Inc., a Delaware corporation (this "Corporation"), do hereby certify that the $3,500,000 subordinated loan made by this Corporation to SunAmerica Capital Services, Inc., amended to mature on June 30, 2003, does not cause the aggregate principal amount of all outstanding loans made by this Corporation to its broker-dealer subsidiaries to exceed $75 million.
Dated: April 30,
2001 /s/
Xxxxx X.
Xxxxxxx
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SUNAMERICA INC. CERTIFICATE OF ASSISTANT SECRETARY I, the undersigned, the duly elected, qualified and acting Assistant Secretary of SunAmerica Inc., a Delaware corporation (the "Corporation"), do hereby certify that the following resolutions were adopted by unanimous written consent by the Executive Committee of the Board of Directors of the Corporation on the 7th day of May 2001, and that said resolutions are in full force and effect as of the date hereof: Blanket Authorization of Subordinated Loan Agreements for Equity Capital |
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WHEREAS, it is in the best interests of this Corporation to provide blanket authorization for such subordinated loan transactions, which authorization shall supercede any prior authorization; NOW, THEREFORE, BE IT RESOLVED that the Chairman, any Vice Chairman, any Executive Vice President, or the Treasurer (the "Designated Officers"), acting alone, be, and each hereby is authorized to effect subordinated loans to the wholly-owned broker-dealer subsidiaries of the Corporation, in an aggregate principal amount not to exceed Seventy-five Million Dollars ($75,000,000), and such authority shall supercede any prior authorization; and to make, execute and deliver such loan agreements and other documents evidencing such loans, including any Subordinated Loan Agreement for Equity Capital, as deemed necessary or appropriate; RESOLVED FURTHER that each of the Designated Officers are hereby authorized to make such changes in the terms and conditions of such Subordinated Loan Agreements as may be necessary to conform to the requirements of Title 17 CFR §240.15c 3-1d and the rules of the National Association of Securities Dealers; and |
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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 the Corporation this 7th day of May, 2001.
/s/ Xxxxxxxx X.
Xxxxxxx
(Corporate Seal) |
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