ex102.htm


    SAMPLE
FORMAT ONLY/NOT NEGOTIABLE

    


    


    OUR
REFERENCE                               DATE

    ______________                              
______________

    


    BENEFICIARY:

    ONE PENN
PLAZA LLC

    C/O
VORNADO REALTY TRUST

    210 ROUTE
4 EAST

    PARAMUS,
NJ 07652

    ATTN:
VINCENT HOFFMAN

    


    GENTLEMEN/LADIES:

    


    FOR
ACCOUNT OF:

    BROADPOINT
SECURITIES GROUP, INC.

    (ADDRESS
OF APPLICANT)

    


    WE HEREBY
ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR

    FAVOR.

    


    AVAILABLE
WITH:  OURSELVES

                                          
BY PAYMENT

    


    DRAFTS AT
SIGHT

    DRAWN ON
THE BANK OF NEW YORK

    AS
INDICATED BELOW

    


    TO THE
EXTENT OF:  USD2,107,490.00

    


    EXPIRY:  (ONE
YEAR FROM ISSUANCE)

    PLACE OF
EXPIRY:  OUR COUNTERS

    


    ADDITIONAL
DETAILS:

    


    WE HEREBY
ISSUE IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.____________
(THIS “LETTER OF CREDIT”) IN YOUR FAVOR   FOR ACCOUNT OF
BROADPOINT SECURITIES GROUP, INC., UP TO AN AGGREGATE AMOUNT OF
U.S.$2,107,490.00 (TWO MILLION ONE HUNDRED SEVEN THOUSAND FOUR HUNDRED NINETY
AND 00/100 UNITED STATES DOLLARS), WHICH IS EFFECTIVE IMMEDIATELY AND
INITIALLY  EXPIRING AT OUR CLOSE OF BUSINESS ON _______________,
AVAILABLE AGAINST YOUR OR YOUR TRANSFEREE’S SIGHT DRAFT(S) DRAWN ON
US.

    


    PARTIAL
DRAWINGS ARE PERMITTED HEREUNDER, PROVIDED THAT THE AMOUNT OF EACH SUCH DRAWING
HONORED BY US HEREUNDER SHALL PRO TANTO REDUCE THE AGGREGATE AMOUNT OF THIS
LETTER OF CREDIT.

    


    THIS
LETTER OF CREDIT MAY BE TRANSFERRED IN ITS ENTIRETY ONLY BUT NOT IN
PART.  SAID TRANSFER IS TO BE EFFECTED AT OUR COUNTERS AND IS
CONTINGENT UPON:

    


    
      	
              (A)  

            	
              THE
      SATISFACTORY COMPLETION OF OUR TRANSFER FORM, ATTACHED HERETO, WITH THE
      SPECIMEN SIGNATURE OF THE BENEFICIARY’S AUTHORIZED SIGNATURE PROPERLY
      VERIFIED BY AN OFFICER OF THE BENEFICIARY’S BANK;
  AND

            


    

    


    
      	
              (B)  

            	
              RETURN
      OF THE ORIGINAL OF THIS LETTER OF CREDIT FOR ENDORSEMENT THEREON BY US TO
      THE TRANSFEREE.

            


    

    


    ALL
TRANSFER FEES ARE FOR THE ACCOUNT OF THE APPLICANT.

    


    IN THE
EVENT THIS LETTER OF CREDIT IS TRANSFERRED AS STATED ABOVE, THE SIGHT DRAFT(S)
REQUIRED HEREIN ARE TO BE EXECUTED BY THE TRANSFEREE AS
BENEFICIARY.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

     

    PAGE NO.
2

    OUR
REFERENCE NO. ________

    


    UNDER NO
CIRCUMSTANCES SHALL THIS LETTER OF CREDIT BE TRANSFERRED TO ANY PERSON OR ENTITY
WITH WHICH U.S. PERSONS OR ENTITIES ARE PROHIBITED FROM CONDUCTING BUSINESS
UNDER U.S. FOREIGN ASSET CONTROL REGULATIONS AND ANY OTHER U.S. LAWS AND
REGULATIONS.

    


    IT IS A
CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY
EXTENDED, WITHOUT AMENDMENT, FOR ADDITIONAL PERIODS OF ONE (1) YEAR FROM THE
PRESENT OR ANY FUTURE EXPIRATION DATE HEREOF, UNLESS AT LEAST FORTY-FIVE (45)
DAYS PRIOR TO ANY SUCH DATE, WE SEND YOU OR YOUR TRANSFEREE WRITTEN NOTIFICATION
AT YOUR ABOVE ADDRESS OR AT THE ADDRESS OF YOUR TRANSFEREE, BY REGISTERED MAIL
OR COURIER SERVICE, THAT WE ELECT NOT CONSIDER THIS LETTER OF CREDIT EXTENDED
FOR ANY SUCH ADDITIONAL PERIOD.  IN ANY EVENT, THIS LETTER OF CREDIT
SHALL NOT BE AUTOMATICALLY EXTENDED BEYOND ITS FINAL EXPIRATIUON DATE OF MARCH
31, 2021,

    


    ALL
DRAFTS MUST BEAR ON THEIR FACE THE CLAUSE: “DRAWN UNDER THE BANK OF NEW YORK
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER __________”.

    


    WE HEREBY
AGREE THAT DRAFTS DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS STIPULATED HEREIN
WILL BE DULY HONORED UPON PRESENTATION AS SPECIFIED IF PRESENTED TO MELLON BANK,
N.A., AS LIMITED SERVICE PROVIDER, AT THEIR OFFICE LOCATED AT 525 WILLIAM PENN
PLACE, 3 MELLON CENTER, ROOM 1930, PITTSBURGH, PA 15259-0001ON OR BEFORE (ONE
YEAR FROM ISSUANCE) OR ANY AUTOMATICALLY EXTENDED DATE THROUGH MARCH 31, 2021 AS
PROVIDED FOR HEREIN.

    


    EXCEPT SO
FAR AS OTHERWISE STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS
AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 600.

    


    VERY
TRULY YOURS,

    


    AUTHORIZED
SIGNATURE