Amendment No. 2 to Subordinated Loan Agreement for Equity Capital between SunAmerica Inc. and SunAmerica Capital Services, Inc.
This amendment extends the maturity date of a $3,500,000 subordinated loan from SunAmerica Inc. to SunAmerica Capital Services, Inc. from July 30, 2002 to July 30, 2003, and reduces the interest rate from 9.5% to 7.0% per year effective July 31, 2002. The agreement is subject to approval by the National Association of Securities Dealers, Inc. (NASD). SunAmerica Inc. certifies that the total outstanding loans to its broker-dealer subsidiaries do not exceed $75 million. The amendment does not alter other key terms of the original agreement.
| EXHIBIT 10(b) |
| NASD June 12, 2001 Ms. Debbie Potash - Turner |
| Re: | Subordinated Loan Agreement |
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| Extension of Maturity Date |
| Type: | Equity |
| Control #: | 10-E-SLA-10761 |
| Lender: | SunAmerica Inc. |
| Current Maturity Date: | July 30, 2002 |
| Dear Ms. Potash - Turner: The amendment extending the maturity date of the above referenced agreement from July 30, 2002 to July 30, 2003 is accepted by the National Association of Securities Dealers, Inc. It is important to note that the limitations required by paragraph I, 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/ Gerald Dougherty Gerald Dougherty GD: jr Cc: Patricia MacGeorge
NASD Regulation, Inc., District 10 One Liberty Plaza, New York, NY 10006 (212) 858 - 4000
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| NASD SL-A AGREEMENT BETWEEN:
Lender: SunAmerica Inc. 1 SunAmerica Center, 1999 Avenue of the Stars, 38th Floor
AND Broker-Dealer: SunAmerica Capital Services, Inc.
NASD ID Number: 13158 JUL 0 2 2001 |
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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 June 30, 1998 ("Subordinated Loan Agreement") and amendment thereto dated as of May 22, 2000 ("Amendment No. 1") is dated as of June 5, 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 July 30, 2002 bearing Loan Number 10-E-SLA-10761, 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 7.0% per annum effective as of July 31, 2002.
(The signature page follows.)
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| IN WITNESS WHEREOF the parties have set their hands and seal this 5th day of June, 2001. |
| BROKER-DEALER: SUNAMERICA CAPITAL SERVICES, INC. [Seal]
LENDER: SUNAMERICA INC. [Seal] FOR NASD USE ONLY Assistant Director
EFFECTIVE DATE: JUL 30 2002
LOAN NUMBER: 10-E-SLA-10761 |
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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. | Lender'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: June 5, 2001 SUNAMERICA INC. (Lender) |
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| OFFICER'S CERTIFICATE I, James R. Belardi, 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 July 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: June 5, 2001 /s/ James R. Belardi
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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 16th day of March 2000, 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 15th day of June, 2001. /s/ Lawrence M. Goldman
(Corporate Seal) |
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