Sunamerica Annuity & Life Assurance 10-Q 2001 Q1 Quarterly report

EXHIBIT 10(a)

NASD
SUBORDINATED AGREEMENT
AMENDMENT EXTENDING MATURITY DATE

SL-A

AGREEMENT BETWEEN:

Lender: SunAmerica Inc.

1 SunAmerica Center, 1999AvenueoftheStars, 38th Floor
(Street Address)

Los Angeles                 California               90067-6002
(City)                         (State)                      (Zip)

AND

Broker-Dealer: SunAmerica Capital Services, Inc.

733 Third Avenue, 3rdFloor
(Street Address)

NewYork                 New York                   10017
(City)                    (State)                      (Zip)

NASD ID Number: 13158
DATE FILED: March 30, 2001

SUBORDINATED LOAN AGREEMENT
AMENDMENT EXTENDING THE MATURITY DATE

           This Amendment 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 March 31, 1999 ("Subordinated Loan Agreement") is dated as of March 20, 2001 ("Amendment").

            In consideration of the sum of$3,000,000 (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") scheduled to mature on April 30, 2002 bearingLoan Number 10-E-SLA-10957, the Broker-Dealer and the Lender agree to extend the maturity date untilApril 30, 2003.  This Amendment shall not become effective unless and until the NASD has found the Amendment acceptable.

             The interest rate set forth in the Subordinated Loan Agreement is changed from 8.5% to 8.0% per annum effective as of May 1, 2002.

(The signature page follows.)

          IN WITNESS WHEREOF the parties have set their hands and seal this 20nd day of March, 2001.

BROKER-DEALER:                                                                                            SUNAMERICA CAPITAL SERVICES, INC.

[Seal]                                                                    

                                                                                                                

                                                                                                                                 By:/s/ Debbie Potash Turner
                                                                                                                                 Name: Debbie Potash Turner
                                                                                                                                 Title: Chief Financial Officer

LENDER:                                                                                                                SUNAMERICA INC.

[Seal]                                                                                                                         

                           
                                                                                                                                  By:/s/ James R. Belardi
                                                                                                                                  Name: James R. Belardi
                                                                                                                                  Title: Executive Vice President

                                                                                                 FOR NASD USE ONLY 

                                                                                              
                                                                                                ACCEPTED BY:     /s/ Gerald Dougherty
                                                                                                                                                 (Name)

                                                                                                                                  Assistant Director
                                                                                                                                                 (Title)

                                                                                                EFFECTIVE DATE: APR 30 2002

                                                                                                LOAN NUMBER: 10-E-SLA-10957

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SUBORDINATED LOAN AGREEMENT
LENDER'S ATTESTATION

              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.

1.	I have received and reviewed a copy of Appendix D of 17 CFR 240.15c3-l, and am familiar with its provisions.
2.	I am aware that the funds or securities subject to this Agreement are not covered by the Securities Investor Protection Act of 1970.
3.	I understand that I will be furnished financial statements pursuant to SEC Rule 17a-5(c).
4.	On the date this Agreement was entered into, the broker-dealer carried funds or securities for my account. (State Yes or No): No.
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.
6.	If the partner or stockholder is not actively engaged in the business of the broker-dealer, acknowledge receipt of the following:

a.	Certified audit and accountant's certificate dated ___________.
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") _______________________.
c.	Balance sheet and statement of ownership equity dated _____________.
d.	Most recent computation of net capital and aggregate indebtedness or aggregate debit items dated ______________ reflecting a net capital of  $___________ and ratio of ___________.
e.	Debt/equity as of _____________ of ____________.
f.	Other disclosures:  ______________________ .

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Dated: March 20, 2001                                                                                           SUNAMERICA INC.  (Lender)

           [Seal]
                                                                                                                                 By:/s/ James R. Belardi                                                                           
                                                                                                                                Name: James R. Belardi
                                                                                                                                 Title: Executive Vice President

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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 $3,000,000 subordinated loan made by this Corporation to SunAmerica Capital Services, Inc., amended to mature on April 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: March 20, 2001                                                                                             /s/ James R. Belardi
                                                                                                                                 James R. Belardi, Executive Vice President 
                        [Seal]                                                                                              

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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

          WHEREAS, this Corporation, from time to time, reviews the net capital infusion needs of its wholly-owned broker-dealer subsidiaries, registered with the Securities and Exchange Commission and members of the National Association of Securities Dealers, Inc., which include, but not limited to, SunAmerica Capital Services, Inc., Advantage Capital Corporation, SunAmerica Securities, Inc., Royal Alliance Associates, Inc., Sentra Securities Corporation, Spelman & Co., Inc. and FSC Securities Corporation, and in conjunction with such review intends to provide subordinated loans to such subsidiaries pursuant to Subordinated Loan Agreements for Equity Capital; 

          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 22nd day of March, 2001. 

                                                                                       /s/ Lawrence M. Goldman
                                                                                                                Lawrence M. Goldman
                                                                                                                Assistant Secretary

(Corporate Seal)

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