EXHIBIT 1(b)
FORM OF AGREEMENT TO ACT AS QUALIFIED INDEPENDENT UNDERWRITER
SUMMIT SECURITIES, INC.
Investment Certificates, Series B
This agreement made as of the ____ day of January 1999 by and between
Summit Securities, Inc., an Idaho corporation ("Summit"), Metropolitan
Investment Securities, Inc., a Washington corporation ("MIS"), and CRUTTENDEN
XXXX INCORPORATED., a California corporation ("CRUTTENDEN").
WITNESSETH:
WHEREAS Summit intends to offer $50,000,000 in Investment Certificates,
Series B (hereinafter referred to as the "Certificates"), which will be offered
in reliance on a registration statement filed on Form S-2 with the Securities
and Exchange Commission; and,
WHEREAS, MIS, a wholly owned broker/dealer of Summit and a member of
the National Association of Securities Dealers ("NASD"), will be engaged as the
managing agent for Summit and MIS may enter into Selected Dealer Agreements with
other qualified broker/dealers; and,
WHEREAS, pursuant to subparagraph (c) of Rule 2720 of the Bylaws of the
NASD, MIS, as a NASD member, may participate in such underwriting only if the
yield at which the Certificates offered to the public is not lower than the
yield recommended by a "Qualified Independent Underwriter" as that term is
defined in subparagraph (b)(15) of Rule 2720 to the Bylaws of the NASD, and who
participates in the preparation of the registration statement and prospectus
relating to the offering and exercises customary standards of due diligence,
with respect thereto; and,
WHEREAS, this agreement ("Agreement") describes the terms on which
Summit is retaining CRUTTENDEN to serve as such a "Qualified Independent
Underwriter" in connection with this offering of Certificates; and,
NOW, THEREFORE, in consideration of the recitations set forth above,
and the terms, promises, conditions, and covenants herein contained, the parties
hereby contract and agree as follows:
DEFINITIONS.
As hereinafter used, except as the context may otherwise require, the
term "Registration Statement" means the registration statement on Form S-2
(including the related preliminary prospectus, financial statements, exhibits
and all other documents to be filed as a part thereof or incorporated therein)
for the registration of the offer and sale of the Certificates under the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Act") filed with the Securities and Exchange Commission (the
"Commission"), and any amendment thereto, and the term "Prospectus" means the
prospectus including any preliminary or final prospectus and any materials
incorporated by reference into and attached to the Prospectus (including the
form of prospectus to be filed with the Commission pursuant to Rule 424(b) under
the Act) and any amendment or supplement thereto, to be used in connection with
the offering.
1. RULE 2720.
CRUTTENDEN hereby confirms its agreement as set forth in
sub-paragraph 15(g) of Rule 2720 of the Bylaws of the NASD and
represents that, as appropriate, CRUTTENDEN satisfies or at
the times designated in such paragraph (l5) will satisfy the
other requirements set forth therein or will receive an
exemption from such requirements from the NASD.
2. CONSENT.
CRUTTENDEN hereby consents to be named in the Registration
Statement and Prospectus as having acted as a "Qualified
Independent Underwriter" solely for the purposes of Rule 2720
referenced herein. Except as permitted by the immediately
preceding sentence or to the extent required by law, all
references to CRUTTENDEN in the Registration Statement or
Prospectus or in any other filing, report, document, release
or other communication prepared, issued or transmitted in
connection with the offering by Summit or any corporation
controlling, controlled by or under common control with
Summit, or by any director, officer, employee, representative
or agent of any thereof, shall be subject to CRUTTENDEN's
prior written consent with respect to form and substance.
3. PRICING FORMULA AND RECOMMENDATION LETTER.
CRUTTENDEN agrees to render a written letter of recommendation
as to the yields below which Summit's Certificates may not be
offered based on the pricing formula that is set forth in
Schedules "A" and "B" copies of which are attached hereto, and
incorporated herein by reference (the "Pricing Recommendation
Letter"). It is understood and agreed by CRUTTENDEN that the
securities to which this Agreement relates will be offered on
a continuous, best efforts basis by MIS, as the managing
agent, pursuant to the Selling Agreement in effect between MIS
and Summit which is an exhibit to the Registration Statement
referred to above. Summit, through MIS, will continue to offer
the Certificates according to the terms and conditions of said
Selling Agreement, and in accordance with this Agreement,
including, without limitation, Schedules "A" and "B".
CRUTTENDEN reserves the right to review and amend its Pricing
Recommendation Letter upon the filing of any post-effective
amendment to the Registration Statement or upon occurrence of
any material event which may or may not require such an
amendment to be filed, or at such time as the offering shall
terminate or otherwise lapse under operation of law.
4. FEES AND EXPENSE.
It is agreed that CRUTTENDEN shall be paid a fee in the amount
of $33,334 payable upon delivery of the Pricing Recommendation
Letter referred to in paragraph 3 above.
5. MATERIAL FACTS.
Summit represents and warrants to CRUTTENDEN that at the time
the Registration Statement and, at the time the Prospectus is
filed with the Commission (including any preliminary
prospectus and the form of prospectus filed with the
Commission pursuant to Rule 424(b)) and at all times
subsequent thereto, to and including the date on which payment
for, and delivery of, the Certificates to be sold in the
Offering is made by the underwriter or underwriters, as the
case may be, participating in the Offering and by Summit (such
date being referred to herein as the "Closing Date"), the
Prospectus (as amended or supplemented if it shall have been
so amended or supplemented) will contain all material
statements which are required to be stated therein in
accordance with the Act and will conform to all other
requirements of the federal securities laws, and will not, on
such date include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and
that all contracts and documents required by the Act to be
filed or required as exhibits to the Registration Statement
have been filed. Summit further represents and warrants that
any further filing, report, document, release or communication
which in any way refers to CRUTTENDEN or to the services to be
performed by CRUTTENDEN pursuant to this Agreement will not
contain any untrue or misleading statement of a material fact
or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
Summit further warrants and represents that:
(a) All leases, contracts and agreements referred to in
or filed as exhibits to the Registration Statement
to which Summit or its subsidiaries is a party or by
which it is bound are in full force and effect,
except as may otherwise be disclosed in the
Registration Statement.
(b) Summit has good and marketable title, except as
otherwise indicated in the Registration Statement
and Prospectus, to all of its assets and properties
described therein as being owned by it, free and
clear of all liens, encumbrances and defects except
such encumbrances and defects which do not, in the
aggregate, materially affect or interfere with the
use made and proposed to be made of such properties
as described in the Registration Statement and
Prospectus; and Summit has no material leased
properties except as disclosed in the Prospectus.
(c) Summit is duly organized under the laws of the State
of Idaho and, as of the effective date of the
Registration Statement and at the Closing Date
Summit will be validly existing and in good standing
under the laws of the State of Idaho with full
corporate power and authority to own its properties
and conduct its business to the extent described in
the Registration Statement and Prospectus; Summit is
duly qualified to do business as a foreign
corporation and is in good standing in all
jurisdictions in which the nature of the business
transacted by it or its ownership of properties or
assets makes qualification necessary; the authorized
and outstanding capitalization of Summit is as set
forth in the Prospectus and the description in the
Prospectus of the capital stock of Summit conforms
with and accurately describes the rights set forth
in the instruments defining the same;
(d) Summit is not in violation of its Certificate of
Incorporation or Bylaws or in default in the
performance or observance of any material
obligation, agreement, covenant or condition
contained in any bond, debenture, note, or other
evidence of indebtedness, contract or lease or in
any indenture or loan agreement to which it is a
party or by which it is bound.
(e) The execution, delivery and performance of this
Agreement has been duly authorized by all necessary
corporate action on the part of Summit and MIS and
performance of the foregoing agreement and the
consummation of the transactions contemplated
thereby, will not conflict with or result in a
breach of any of the terms or constitute a violation
of the respective Certificates of Incorporation or
Bylaws of Summit or MIS, or any deed of trust,
lease, sublease, indenture, mortgage, or other
agreement or instrument to which Summit or MIS is a
party or by which either of them or their property
is bound, or any applicable law, rule, regulation,
judgment, order or decree of any government,
governmental instrumentality or court, domestic or
foreign, having jurisdiction over Summit or MIS or
their properties or obligations; and no consent,
approval, authorization or order of any court or
governmental agency or body is required for the
consummation of the transactions contemplated herein
and in the other agreements previously referred to
in this paragraph except as may be required under
the Act or under any state securities or laws.
(f) Any certificate signed by an officer of Summit and
delivered to CRUTTENDEN pursuant to this Agreement
shall be deemed a representation and warranty by
Summit to CRUTTENDEN, to have the same force and
effect as stated herein, as to the matters covered
thereby.
(g) If any event relating to or affecting Summit shall
occur as a result of which it is necessary, in
CRUTTENDEN's opinion, to amend or supplement the
Prospectus in order to make the Prospectus not
misleading in the light of the circumstances
existing at the time it is delivered to a purchaser,
Summit undertakes to inform CRUTTENDEN of such
events within a reasonable time thereafter, and will
forthwith prepare and furnish to CRUTTENDEN, without
expense to it, a reasonable number of copies of any
amendment or amendments or a supplement or
supplements to the Prospectus (in form and substance
satisfactory to CRUTTENDEN) which will amend or
supplement the Prospectus so that as amended or
supplemented it will not contain any untrue
statement of a material fact or omit to state a
material fact necessary to make the statements
therein in light of the circumstances existing at
the time the Prospectus is delivered to a purchaser,
not misleading.
(h) Summit hereby warrants and represents that it will
offer the Certificates in accordance with the
pricing formula that is set forth in Schedules "A"
and B which are incorporated by reference herein.
(i) All representations, warranties and agreements
contained in this Agreement, or contained in
certificates of officers of Summit submitted
pursuant hereto, shall remain operative and in full
force and effect, surviving the date of this
Agreement.
6. AVAILABILITY OF INFORMATION.
Summit hereby agrees to provide CRUTTENDEN, at its expense,
with all information and documentation with respect to its
business, financial condition and other matters as CRUTTENDEN
may deem relevant based on the standards of reasonableness and
good faith and shall request in connection with CRUTTENDEN's
performance under this Agreement, including, without
limitation, copies of all correspondence with the Commission,
certificates of its officers, opinions of its counsel and
comfort letters from its auditors. The above-mentioned
certificates, opinions of counsel and comfort letters shall be
provided to CRUTTENDEN as CRUTTENDEN may request on the
effective date of the Registration Statement. Summit will make
reasonably available to CRUTTENDEN, its auditors, counsel, and
officers and directors to discuss with CRUTTENDEN any aspect
of Summit which CRUTTENDEN may deem relevant. In addition,
Summit, at CRUTTENDEN's request, will cause to be delivered to
CRUTTENDEN copies of all certificates, opinions, letters and
reports to be delivered to the underwriter or underwriters, as
the case may be, pursuant to any underwriting agreement
executed in connection with the Offering or otherwise, and
shall cause the person issuing such certificate, opinion,
letter or report to authorize CRUTTENDEN to rely thereon to
the same extent as if addressed directly to CRUTTENDEN. Summit
represents and warrants to CRUTTENDEN that all such
information and documentation provided pursuant to this
paragraph 6 will not contain any untrue statement of a
material fact or omit to state a material fact necessary to
make the statement therein not misleading. In addition, Summit
will promptly advise CRUTTENDEN of all telephone conversations
with the Commission which relate to or may affect the
Offering.
7. INDEMNIFICATION.
(a) Subject to the conditions set forth below, and in
addition to any rights of indemnification and
contribution to which CRUTTENDEN may be entitled
pursuant to any agreement among underwriters,
underwriting agreement or otherwise, and to the
extent allowed by law, Summit hereby agrees that it
will indemnify and hold CRUTTENDEN and each person
controlling, controlled by or under common control
with CRUTTENDEN within the meaning of Section 15 of
the Act or Section 20 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or the
rules and regulations thereunder (individually, an
"Indemnified Person") harmless from and against any
and all loss, claim, damage, liability, cost or
expense whatsoever to which such Indemnified Person
may become subject under the Act, the Exchange Act,
or other federal or state statutory law or
regulation, at common law or otherwise, arising out
of, based upon, or in any way related or attributed
to (i) this Agreement, (ii) any untrue statement or
alleged untrue statement of a material fact
contained in the Registration Statement or
Prospectus or any other filing, report, document,
release or communication, whether oral or written,
referred to in paragraph 5 hereof or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make
the statements therein not misleading, (iii) any
application or other document executed by Summit or
based upon written information furnished by Summit
filed in any jurisdiction in order to qualify the
Certificates under the securities or Blue Sky laws
thereof, or the omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, or (iv) the breach of any
representation or warranty made by Summit in this
Agreement. Summit further agrees that upon demand by
an Indemnified Person at any time or from time to
time, it will promptly reimburse such Indemnified
Person for, or pay, any loss, claim, damage,
liability, cost or expense as to which Summit has
indemnified such
person pursuant hereto. Notwithstanding the
foregoing provisions of this paragraph 7, any such
payment or reimbursement by Summit of fees, expenses
or disbursement incurred by an Indemnified Person in
any proceeding in which a final judgment by a court
of competent jurisdiction (after all appeals or the
expiration of time to appeal) is entered against
such Indemnified Person as a direct result of such
person's negligence, bad faith or willful
misfeasance will be promptly repaid to Summit. In
addition, anything in this paragraph 7 to the
contrary notwithstanding, Summit shall not be liable
for any settlement of any action or proceeding
effected without its written consent.
(b) Promptly after receipt by an Indemnified Person
under sub-paragraph (a) above of notice of the
commencement of any action, such Indemnified Person
will, if a claim in respect thereof is to be made
against Summit under paragraph (a), notify Summit in
writing of the commencement thereof; but the
omission to so notify Summit will not relieve Summit
from any liability which it may have to any
Indemnified Person otherwise than under this
paragraph 7 if such omission shall not have
materially prejudiced Summit's ability to
investigate or to defend against such claim. In case
any such action is brought against any Indemnified
Person, and such Indemnified Person notifies Summit
of the commencement thereof, Summit will be entitled
to participate therein and, to the extent that it
may elect by written notice delivered to the
Indemnified Person promptly after receiving the
aforesaid notice from such Indemnified Person, to
assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Person; PROVIDED,
HOWEVER, that if the defendants in any such action
include both the Indemnified Person and Summit or
any corporation controlling, controlled by or under
common control with Summit, or any director,
officer, employee, representative or agent of any
thereof, or any other "Qualified Independent
Underwriter" retained by Summit in connection with
the Offering and the Indemnified Person shall have
reasonably concluded that there may be legal
defenses available to it which are different from or
additional to those available to such other
defendant, the Indemnified Person shall have the
right to select separate counsel to represent it.
Upon receipt of notice from Summit to such
Indemnified Person of its election so to assume the
defense of such action and approval by the
Indemnified Person of counsel, Summit will not be
liable to such Indemnified Person under this
paragraph 7 for any fees of counsel subsequently
incurred by such Indemnified Person in connection
with the defense thereof (other than the reasonable
costs of investigation subsequently incurred by such
Indemnified Person) unless (i) the Indemnified
Person shall have employed separate counsel in
accordance with the provision of the next preceding
sentence (it being understood, however, that Summit
shall not be liable for the expenses of more than
one separate counsel in any one jurisdiction
representing the Indemnified Person, which counsel
shall be approved by CRUTTENDEN), (ii) Summit,
within a reasonable time after notice of
commencement of the action, shall not have employed
counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person, or (iii)
Summit shall have authorized in writing the
employment of counsel for the Indemnified Person at
the expense of Summit, and except that, if clause
(i) or (iii) is applicable, such liability shall be
only in respect of the counsel referred to in such
clause (i) or (iii).
(c) In order to provide for just and equitable
contribution in circumstances in which the
indemnification provided for in paragraph 7 is due
in accordance with its terms but is for any reason
held by a court to be unavailable from Summit to
CRUTTENDEN on grounds of policy or otherwise, Summit
and CRUTTENDEN shall contribute to the aggregate
losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in
connection with investigating or defending same) to
which Summit and CRUTTENDEN may be subject in such
proportion so that CRUTTENDEN is responsible for
that portion represented by the percentage that its
fee under this Agreement bears to the public
offering price appearing on the cover page of the
Prospectus and Summit is responsible for the
balance, except as Summit may otherwise agree to
reallocate a portion of such liability with respect
to such balance with any other person, including,
without limitation, any other "Qualified Independent
Underwriter"; PROVIDED, HOWEVER, that (i) in no case
shall CRUTTENDEN be responsible for any amount in
excess of the fee set forth in paragraph 4 above and
(ii) no person guilty of fraudulent
misrepresentation within the meaning of Section
11(f) of the Act shall be entitled to contribution
from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this
paragraph (c), any person controlling, controlled by
or under common control with CRUTTENDEN, or any
partner, director, officer, employee, representative
or any agent of any thereof, shall have the same
rights to contribution as CRUTTENDEN and each person
who controls Summit within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, each
officer of Summit who shall have signed the
Registration Statement and each director of Summit
shall have the same rights to contribution as
Summit, subject in each case to clause (i) of this
paragraph (c). Any party entitled to contribution
will, promptly after receipt of notice of
commencement of any action, suit or proceeding
against such party in respect of which a claim for
contribution may be made against the other party
under this paragraph (c), notify such party from
whom contribution may be sought, but the omission to
so notify such party shall not relieve the party
from whom contribution may be sought from any other
obligation it or they may have hereunder or
otherwise than under this paragraph (c). The
indemnity and contribution agreements contained in
this paragraph 7 shall remain operative and in full
force and effect regardless of any investigation
made by or on behalf of any Indemnified Person or
termination of this Agreement.
8. AUTHORIZATION BY SUMMIT.
Summit represents and warrants to CRUTTENDEN that this
Agreement has been duly authorized, executed and delivered by
Summit and constitutes a valid and binding obligation of
Summit.
9. AUTHORIZATION BY MIS.
MIS represents and warrants to CRUTTENDEN that this Agreement
has been duly authorized, executed and delivered by MIS and
constitutes a valid and binding obligation of MIS.
10. AUTHORIZATION BY CRUTTENDEN.
CRUTTENDEN represents and warrants to Summit that this
Agreement has been duly authorized, executed and delivered by
CRUTTENDEN and constitutes a valid and binding obligation of
CRUTTENDEN.
11. NOTICE.
Whenever notice is required to be given pursuant to this
Agreement, such notice shall be in writing and shall be mailed
by first class mail, postage prepaid, addressed (a) if to
CRUTTENDEN XXXX INCORPORATED, at 00000 Xxx Xxxxxx, Xxxxx
000, Xxxxxx, XX 00000, Attention: Xxxxx Xxxx and (b) if to
Summit or Metropolitan Investment Securities, Inc., at 000 X.
0xx. Xxxxxx - Department 115000, Xxxxxxx, XX 00000, Attention:
Xxxxx X. Xxxxxxx, Assistant Corporate Counsel.
12. GOVERNING LAW.
This Agreement shall be construed (both as to validity and
performance) and enforced in accordance with and governed by
the laws of the State of Idaho applicable to agreements made
and to be performed wholly within such jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above mentioned.
SUMMIT SECURITIES, INC.
By:
---------------------------------------------
Xxx Xxxxxx, President
METROPOLITAN INVESTMENT SECURITIES, INC.
By:
---------------------------------------------
Xxxxx Xxxxxxx, Secretary
CRUTTENDEN XXXX INCORPORATED
By:
---------------------------------------------
Xxxxx Xxxx, Vice President, Corporate Finance
SCHEDULE A
SUMMIT SECURITIES, INC.
The opinion of CRUTTENDEN is conditioned upon Summit's undertaking to
maintain the rates on its Certificates at least equal to an "assumed floor."
Based upon the pricing formula described below:
1. The interest rate to be paid on the Certificates shall be fixed by
Summit from time to time. However, the rate shall not be lower than the
computation made per the worksheet on Schedule B, which is attached and
incorporated by reference herein.
2. The "assumed floor" for 6 to 11 month Certificates shall be at least
1.0% above the lesser of the interest rate on the 6 month U.S. Treasury
Bills, on a discount basis, based upon the auction average (which is
published widely in newspapers throughout the country, normally on the
day following the auction) and a composite average of the offering
rates on 6 month certificates of deposit currently being offered by
banks and savings institutions in the northwestern section of the
United States. For purposes of this composite average of certificate of
deposit rates, the rates being offered by the following institutions
shall be considered initially:
a. Seattle First National Bank
b. Security State Bank
c. U.S. Bank of Washington
x. Xxxxx Fargo Bank
x. Xxxxxxxxxx Trust Bank
x. Xxxxxxxxxx Mutual Savings Bank
CRUTTENDEN and Summit agree to review on an ongoing basis the group
which comprises the composite average, and may substitute another
institution in the composite group from time-to-time by mutual
agreement, as the case may be.
3. The "assumed floor" for 60 to 120 month Certificates shall be computed
in like manner as that described in paragraph "2" above, except that
the latest auction average on 5 year U.S. Treasury Notes shall be
considered in place of the 6 month U.S. Treasury Bills, and 5 year
certificates of deposit currently offered in the composite group shall
be considered in lieu of the 6 month rate.
4. Rates on 12 to 23 month, 24 to 35 month, 36 to 47 month and 48 to 59
month Certificates shall be at least equal to the interpolated
differences between the computation of the "assumed floor" of 6 to 11
month Certificates and 60 to 120 month Certificates, based upon the
computation set forth in Schedule B.
5. Rates on Certificates payable in installments of principal and interest
shall be no lower than .25% below the "assumed floor" for 60 to 120
month Certificates.
6. The computation of the "assumed floor" shall be made monthly, as of the
first Tuesday of each month, or at such other times during any month
that Summit causes the offering rates to change from those in effect on
the first Tuesday of each month ("the computation date"). Summit agrees
to furnish CRUTTENDEN with a computation of the "assumed floor" by
completing the worksheet on Schedule B. Should the offering rates at
that time on Summit's Certificates be less than the "assumed floor" as
computed, Summit agrees to raise the rates on its Certificates to at
least the "assumed floor" within 10 calendar days of the computation
date. Should Summit fail to raise its offering rates within the 10 day
period referred to above, CRUTTENDEN reserves the right, in its
uncontrolled discretion, to withdraw its opinion regarding the offering
rates on the Certificates.
SCHEDULE B
SUMMIT SECURITIES, INC.
PRICING FORMULA
C.D. RATE
---------
Average rate among a composite of 6 selected Banks and Savings and Loans as of
the 1st Tuesday of each month.
GOVERNMENT RATE
---------------
Most current of 8 selected auction rates available on the 1st Tuesday of each
month.
Column A Column B Column C Column D Column E
Certificate of
Deposit (CD) Government Rate Enter Lesser of Summit's Current
Calculation Calculation Column A or B Assumed Floor Rate
----------- ----------- ------------- ------------- ----
5 yr CD rate = ____ 5 yr Gov't Rate = ____
6 mo CD rate = ____ 6 mo Gov't Rate = ____
DIFFERENCE = ____ DIFFERENCE = ____
X.20 X.20
---- ----
Differential = ____ Differential = ____
(enter in (a) below) (enter in (a) below)
6 mo (actual) 6 mo (actual)
rate = ____ rate = ____ _______________ + 1%___________ _____________
(a) + (a) + 6-11 months
---- ----
1 yr rate =
1 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 12-23 months
----- -----
2 yr rate =
2 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 24-35 months
----- -----
3 yr rate =
3 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 36-47 months
----- -----
4 yr rate =
4 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 48-59 months
----- -----
5 yr. (actual) 5 yr (actual)
5 yr rate =
5 yr rate = _____ _____ _______________ + 1%___________ _____________
(a) + (a) + 60-120 months
----- -----
INSTALLMENT PAYMENTS (Floor equal to yearly _______ _______ ____________
rate MINUS .50) (yearly -.50 rate)
