Exhibit 10.2
TERMINATION OF FINANCIAL AGREEMENT AND SECURITY AGREEMENT
This Termination Agreement is made and entered into effective as of the 21st day
of April, 2005 by and among First Montauk Securities Corp., a New York
corporation with offices at Parkway 109 Office Center, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ (the "Introducing Firm"), First Montauk Financial Corp., a
New York corporation with offices at Parkway 109 Office Center, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ (the "Holding Corp."), and Fiserv Securities,
Inc., with offices at Once Commerce Square, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇ ("Fiserv").
WHEREAS, the Introducing Firm, the Holding Corp. and Fiserv are parties to
that certain Financial Agreement dated as of May 8, 2000, and amended as of
February 1, 2001 (the "Financial Agreement");
WHEREAS, in connection with the Amended Financial Agreement dated February
1, 2001, the Holding Corp. and Fiserv are also parties to a Security Agreement
dated February 1, 2001 granting Fiserv a security interest in all of the
outstanding shares of stock of the Introducing Firm owned by the Holding Corp.,
WHEREAS, Fiserv, Inc. entered into an agreement to sell the wholly-owned
subsidiary, Fiserv Securities, Inc. ("Fiserv") to Fidelity Global Brokerage
Group, Inc., a subsidiary of FMR Corp.; and on March 24, 2005 Fiserv became an
indirect subsidiary of Fidelity Global Brokerage Group, Inc.
WHEREAS, Introducing Firm and National Financial Services LLC ("NFS") are
entering into a new clearing agreement as of the date hereof, designed to
supercede and terminate the Clearing Agreement between the Introducing Firm and
Fiserv;
WHEREAS, the Introducing Firm, the Holding Corp. and Fiserv desire to
terminate the Amended Financial Agreement and Security Agreement, as of the date
hereof;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the parties hereto agrees
as follows:
1. Effective as of the date hereof, the Amended and Restated Financial
Agreement dated February 1, 2001 is terminated and of no further force and
effect and none of the parties to the Financial Agreement has any further rights
or obligations under or pursuant to the Financial Agreement including the prior
obligations of the Introducing Firm under paragraphs 3d and 4 thereof; except
for rights or obligations intended to survive termination as specifically and
expressly set forth therein.
2. Effective of the date hereof, the Security Agreement is terminated and
is no further in force or effect. Any lien, security interest or collateral
granted to Fiserv is hereby released in full.
3. This Termination Agreement may be executed in one or more counterparts,
and by different parties hereto on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Termination
Agreement to be duly executed as of the date first above written.
FIRST MONTAUK SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and CEO
FIRST MONTAUK FINANCIAL CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and CEO
FISERV SECURITIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
