Sunamerica Annuity & Life Assurance 10-Q 2001 Q3 Quarterly report

Exhibit 10(a)

NASD
REGULATION
An NASD Company

September 5, 2001

Ms. Debbie Potash - Turner
SunAmerica Capital Services, Inc.
733 Third Avenue, 3rd Floor
New York, New York 10017-3204

Re:	Subordinated Loan Agreement
	Extension of Maturity Date
Type:	Equity
Control #:	10-E-SLA-11035
Lender:	SunAmerica Inc.
Current Maturity Date:	September 30, 2002

Dear Ms. Potash-Turner:

The amendment extending the maturity date of the above referenced agreement from September 30, 2002 to September 30, 2005 is accepted by the National Association of Securities Dealers, Inc.

It is important to note that the limitations required by paragraph I, which covers Permissive Prepayments, will run from the effective date of the original agreement, not from the date of this amendment.

If you have any questions regarding this Agreement or our acceptance thereof, please contact this office.

Very truly yours,

/s/ Gerald Dougherty

Gerald Dougherty
Assistant Director

GD: jr

Cc: Patricia MacGeorge

NASD
SUBORDINATED AGREEMENT
AMENDMENT EXTENDING MATURITY DATE

SL-A

AGREEMENT BETWEEN:

Lender: SunAmerica Inc.

1 SunAmerica Center, 1999 Avenue of the Stars, 38th Floor
(Street Address)

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

AND

Broker-Dealer: SunAmerica Capital Services, Inc.

733 Third Avenue, 3rd Floor
(Street Address)

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

NASD ID Number: 13158
DATE FILED: August20, 2001

-1-

SUBORDINATED LOAN AGREEMENT
AMENDMENT EXTENDING THE MATURITY DATE

          ThisAmendment 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 August 31, 1999 ("Subordinated Loan Agreement") is dated as of July 23, 2001 ("Amendment").

          In consideration of the sum of$7,560,000.00 (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 September 30, 2002 bearing Loan Number 10-E-SLA-11035, the Broker-Dealer and the Lender agree to extend the maturity date untilSeptember 30, 2005. 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 to 6.75% per annum effective as of October 1, 2002.

(The signature page follows.)

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          IN WITNESS WHEREOF the parties have set their hands and seal this 23rd day of July, 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: SEP 30 2002

                                                                                               LOAN NUMBER: 10-E-SLA-11035

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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 ____________.

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f.  Other disclosures:  ______________________ .  

Dated: July 23, 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$7,560,000.00 subordinated loan made by this Corporation to SunAmerica Capital Services, Inc., amended to mature on September 30, 2005, 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: July 23, 2001                                                                                           /s/ James R. Belardi     
                                                                                                                               James R. Belardi, Executive Vice President 
                        [Seal]                                                                                            

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 

          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 9th day of August, 2001. 

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

(Corporate Seal)