ex102.htm


    
      

      

    

    EXHIBIT
10.2

     

     

     

     

    THE BANK OF NEW YORK MELLON

     

    OUR REF. NO.       DATE

    S00056898          OCTOBER 31
2008

     

    BENEFICIARY                    APPLICANT

    KATO INTERNATIONAL
LLC                               
BROADPOINT SECURITIES GROUP, INC

    TOWER 49, 12 EAST 49TH
STREET                      
1 PENN PLAZA

    NEW YORK, NEW YORK
10017                              
NEW YORK, NY 10119-4000

    ATTN  BUILDING MANAGER

     

     

    GENTLEMEN/LADIES:

     

    OUR REFERENCE NO.  
S00056898

     

    ACCOUNT OF:

    BROADPOINT SECURITIES GROUP, INC

    1 PENN PLAZA

    NEW YORK, NY 10119-4000

     

    AVAILABLE WITH:     THE
BANK OF NEW YORK MELLON 

                                                     
BY
PAYMENT

     

    DRAFTS AT SIGHT

    DRAWN ON THE BANK OF NEW
YORK

    MELLON

     

    TO THE EXTENT OF:      ***USD1,
324,000.00 ***

     

    EXPIRY DATE:          OCTOBER
31 2009

    PLACE OF
EXPIRY:                 OUR
COUNTERS

     

    ADDITIONAL
DETAILS:

    WE HEREBY
ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. S00056898 IN FAVOR OF KATO
INTERNATIONAL LLC FOR THE ACCOUNT OF BROADPOINT SECURITIES GROUP, INC. FOR A
SUM NOT EXCEEDING $1,324,000.00, AVAILABLE BY YOUR DRAFTS
AT SIGHT ON US EFFECTIVE IMMEDIATELY AND EXPIRING AT OUR
COUNTERS AT OUR CLOSE OF BUSINESS ON OCTOBER 31, 2009.


     

    DRAFTS
DRAWN HEREUNDER MUST BE ACCOMPANIED BY A STATEMENT SIGNED BY ONE OF YOUR OFFICERS READING AS
FOLLOWS: "THE AMOUNT OF THE ACCOMPANYING DRAFT IS DUE AND PAYABLE
TO KATO INTERNATIONAL LLC BY THE BANK OF NEW YORK MELLON UNDER A
CERTAIN OFFICE LEASE DATED AS OF OCTOBER 31, 2008, BETWEEN KATO
INTERNATIONAL LLC AND BROADPOINT SECURITIES GROUP, INC.


     

    DRAFTS DRAWN HEREUNDER
MUST INDICATE: "DRAWN UNDER LETTER OF CREDIT NO. S00056898 OF THE BANK OF NEW
YORK MELLON." 

     

    IT IS A CONDITION OF THIS
LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED WITHOUT
AMENDMENT FOR FURTHER PERIODS OF ONE YEAR FROM THE PRESENT AND EACH
FUTURE EXPIRATION DATE, 

     

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      THE BANK OF NEW YORK MELLON

       

      OUR LETTER OF CREDIT    S00056898

      BROADPOINT SECURITIES GROUP, INC

    

     

    UNLESS,
AT LEAST THIRTY (30) DAYS PRIOR TO SUCH DATE, WE SHALL SEND YOU NOTICE IN WRITING BY OVERNIGHT
COURIER, TO THE ATTENTION OF YOUR BUILDING MANAGER AT THE ABOVE
ADDRESS THAT WE ELECT NOT TO RENEW THIS LETTER OF CREDIT FOR SUCH
ADDITIONAL PERIOD. ANY SUCH NOTICE WILL BE EFFECTIVE THREE (3)
DAYS AFTER BEING SENT BY US, AND THEREAFTER YOU MAY DRAW
DRAFTS(S) ON US AT SIGHT FOR AMOUNTS UP TO THE REMAINING BALANCE OF
THIS LETTER OF CREDIT ON OR BEFORE THE THEN APPLICABLE
EXPIRATION DATE, AND SUCH DRAFT(S) NEED NOT BE ACCOMPANIED BY ANY
STATEMENT. 

     

    THIS LETTER OF CREDIT IS
TRANSFERABLE IN ITS ENTIRETY TO ANY ASSIGNEE OF TRANSFEREE OF YOUR INTEREST
IN THE OFFICE LEASE REFFERED TO ABOVE WITHOUT ANY FEE OR
CHARGE ON YOUR PART OR ON THE PART OF THE TRANSFEREE. 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 BENEFICIARYS AUTHORIZED SIGNATURE PROPERLY VERIFIED
BY AN OFFICER OF THE BENEFICIARYS BANK; AND


     

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

     

    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.
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.

     

    PARTIAL DRAWINGS UNDER THIS LETTER OF CREDIT ARE PERMITTED. THE
AMOUNT AND DATE OF
PRESENTATION OF ANY DRAFT DRAWN AND PRESENTED 

    PURSUANT TO THE TERMS OF
THIS LETTER OF CREDIT SHALL BE NOTED ON THIS LETTER OF CREDIT BY US. AFTER
MAKING SUCH NOTATION, THIS LETTER OF

    CREDIT
SHALL BE RETURNED IMMEDIATELY TO YOU, UNLESS ANY SUCH DRAFT PRESENTED AND PAID SHALL
HAVE EXHAUSTED THIS CREDIT, IN
WHICH

    CASE THIS LETTER OF CREDIT SHALL BE
RETAINED BY US. 

     

    WE HEREBY ENGAGE WITH THE
DRAWERS, ENDORSERS AND BONA FIDE HOLDERS OF DRAFTS DRAWN UNDER AND IN
COMPLIANCE WITH THE TERMS OF

    THIS LETTER OF CREDIT
THAT SUCH DRAFTS WILL BE DULY HONORED IF PRESENTED FOR PAYMENT AT OUR OFFICE
LOCATED AT THE BANK OF NEW YORK

    MELLON, 525 WILLIAM PENN
PLACE, 3 MELLON CENTER - ROOM 1930 PITTSBURGH, PA 15259-0001 PRIOR TO THE
TIME OF THE EXPIRATION 

    HEREOF.  PRESENTMENT MAY BE MADE
(A) IN PERSON, (B) BY FEDEX OR OTHER RECOGNIZED OVERNIGHT COURIER
SERVICE OR (C) BY FACSIMILE SENT TO US

    AT (412)
234-2733 OR (412) 234-5529 WITH PHONE CONFIRMATION OF FAX PRESENTATION TO US
AT (315) 765-4316 OR (315) 765-4431 SUCH DRAFTS WILL BE PAID


    IN
IMMEDIATELY AVAILABLE FUNDS 

     

     

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    THE BANK OF MELLON

     

    OUR LETTER OF CREDIT    S00056898

    BROADPOINT SECURITIES GROUP, INC.

     

    BEFORE 2:00 P.M. EASTERN
STANDARD TIME ON THE BANKING DAY AFTER THE DAY ON WHICH SUCH DRAFT IS SO
PRESENTED. "BANKING DAY" MEANS 

    A DAY ON WHICH COMMERCIAL
BANKS ARE OPEN FOR BUSINESS IN THE UNITED STATES.


     

    THIS LETTER OF CREDIT IS SUBJECT TO THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007
REVISION) OF THE INTERNATIONAL

    CHAMBER OF COMMERCE (PUBLICATION NO.
600).

     

    YOURS VERY TRULY,

     

    /S/MICHELLE M.
CARLSTAD

     

    AUTHORIZED SIGNATURE

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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