0000782842-06-000016 Sample Contracts

LOAN AGREEMENT
Loan Agreement • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies

THIS LOAN AGREEMENT made as of the 30th day of December, 2005 by and between FIRST ALBANY COMPANIES INC., a New York corporation, with its principal office and place of business as of the date hereof at 677 Broadway, Albany, New York 12207 (the "Borrower"), and KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with an office for the transaction of business as of the date hereof at 66 South Pearl Street, Albany, New York, 12207 (the "Bank").

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Contract
Purchase, Sale and Assignment Agreement • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies • New York

PURCHASE, SALE AND ASSIGNMENT AGREEMENT, dated as of November 30, 2005 (this “Agreement”), by and among First Albany Companies Inc. (the “Seller”) and Auda Secondary Fund L.P., a Delaware limited partnership and Auda Secondary Fund C (Cayman) L.P., a Cayman Island exempted limited partnership (each, a “Purchaser” and collectively, the “Purchasers”).

PLEDGE AGREEMENT DEPOSIT ACCOUNT
Pledge Agreement Deposit Account • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies • New York

This Pledge Agreement - Deposit Account (as the same may be amended, restated or otherwise modified, this “Agreement”) is made as of the 14 day of March, 2006 by and between the FIRST ALBANY COMPANIES INC., a New York corporation with its principal office and place of business at 677 Broadway, Albany, New York 12207 (the “Debtor”) and KEYBANK NATIONAL ASSOCIATION, a national banking association duly constituted and existing under the laws of the United States of America, with an office for the transaction of business at 66 South Pearl Street, Albany, New York 12207 (the “Secured Party”).

SEPARATION AND CONSULTING AGREEMENT (“Agreement”)
Separation and Consulting Agreement • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies • New York

First Albany Companies Inc., its direct and indirect subsidiaries and affiliates (collectively, the “Company”) and I, Steven R. Jenkins, agree as follows:

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies • New York

This Springing Pledge and Security Agreement (the "Pledge Agreement") dated as of March 14, 2006, by and between FIRST ALBANY COMPANIES INC., a New York corporation, with its principal office and place of business as of the date hereof at 677 Broadway, Albany, New York 12207 (the "Borrower" or “Pledgor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with an office for the transaction of business as of the date hereof at 66 South Pearl Street, Albany, New York, 12207 (the "Bank" and “Pledgee”).

LOAN AGREEMENT
Loan Agreement • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies • New York

THIS LOAN AGREEMENT made as of the 14th day of March, 2006 by and between FIRST ALBANY COMPANIES INC., a New York corporation, with its principal office and place of business as of the date hereof at 677 Broadway, Albany, New York 12207 (the "Borrower"), and KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with an office for the transaction of business as of the date hereof at 66 South Pearl Street, Albany, New York, 12207 (the "Bank").

NEGATIVE PLEDGE
Negative Pledge • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies

This Negative Pledge (the “Agreement”) is entered into as of the 14th day of March, 2006. Pursuant to the terms hereof FIRST ALBANY COMPANIES INC., a New York corporation, with its principal office and place of business as of the date hereof at 677 Broadway, Albany, New York 12207 (the "Borrower") does hereby represent, warrant, covenant and agree for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with an office for the transaction of business as of the date hereof at 66 South Pearl Street, Albany, New York, 12207 (the "Bank") as follows:

PLEDGE AND SECURITY AGREEMENT
Acceptable Securites • March 16th, 2006 • First Albany Companies Inc • Security brokers, dealers & flotation companies • New York

This Acceptable Securities Pledge and Security Agreement (the "Pledge Agreement") dated as of March 14, 2006, by and between FIRST ALBANY COMPANIES INC., a New York corporation, with its principal office and place of business as of the date hereof at 677 Broadway, Albany, New York 12207 (the "Borrower" or “Pledgor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with an office for the transaction of business as of the date hereof at 66 South Pearl Street, Albany, New York, 12207 (the "Bank" and “Pledgee”).

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