New York, NY 10119-4000
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. XXXXXXXX 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 XX, 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 LANDLORD UNDER A CERTAIN OFFICE LEASE DATED AS
OF MARCH 31, 2005, BETWEEN POST MONTGOMERY ASSOCIATES AND BROADPOINT SECURITIES
GROUP, INC."
DRAFTS DRAWN HEREUNDER MUST INDICATE:
"DRAWN UNDER LETTER OF CREDIT
NO. XXXXXXXX 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:
-1-
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