ex103.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.3

    


    THE BANK
OF NEW YORK MELLON

    


    OUR REF.
NO                                                                           DATE

    S00057145                                                                                  NOVEMBER
18, 2008

    


    
      	
              BENEFICIARY

              POST
      MONTGOMERY ASSOCIATES

              ONE
      MONTGOMERY STREET, SUITE 3220

              SAN
      FRANCISCO, CA  94104

              ATTN:
      BUILDING MANAGER

            	 
      	
              APPLICANT

              BROADPOINT
      SECURITIES GROUP, INC.

              1
      PENN PLAZA

              NEW
      YORK, NY 10119-4000

               

            


    

    


    GENTLEMEN/LADIES:

    


    


    OUR
REFERENCE NO. S00057145

    


    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:             ***USD338,981.00***

    


    EXPIRY
DATE:                                                 NOVEMBER
18, 2009

    PLACE OF
EXPIRY                                          OUR
COUNTERS

    


    ADDITIONAL
DETAILS:

    WE HEREBY
ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. S00057145 IN FAVOR
OF POST MONTGOMERY ASSOCIATES FOR THE ACCOUNT OF BROADPOINT SECURITIES GROUP,
INC. FOR A SUM NOT EXCEEDING $338,981, AVAILABLE BY YOUR DRAFTS AT SIGHT ON US
EFFECTIVE IMMEDIATELY AND EXPIRING AT OUR COUNTERS AT OUR CLOSE OF BUSINESS ON
NOVEMBER 18, 2009.

    


    DRAFTS
DRAWN HEREUNDER MUST BE ACCOMPANIED BY A STATEMENT SIGNED BY ONE OF YOUR
AUTHORIZED SIGNATORIES READING AS FOLLOWS:  "THE AMOUNT OF THE
ACCOMPANYING DRAFT IS DUE AND PAYABLE TO THE BENEFICIARY UNDER A CERTAIN OFFICE
LEASE DATED AS OF MARCH 31, 2005, BETWEEN POST MONTGOMERY ASSOCIATES AND
BROADPOINT SECURITIES GROUP, INC."

     

    
      
         

      

      
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    DRAFTS
DRAWN HEREUNDER MUST INDICATE:  "DRAWN UNDER LETTER OF CREDIT
NO. S0057145 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, 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 REFERRED 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 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.

            


    

    


    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.

     

     

    
      
         

      

      
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    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 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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