Date: January 14, 2008 Oppenheimer & Co. Inc. 125 Broad Street New York, NY 10004 Gentlemen:Oppenheimer Holdings Inc • March 7th, 2008 • Security brokers, dealers & flotation companies • New York
This will confirm our agreement (“Agreement”) under which we (“we”, “us”, “our” or “Clearing Firm”) shall act as clearing broker for the Accounts (defined below) introduced to us by you (“you”, “your” or “Introducing Firm”) on a fully disclosed basis as introducing broker during the transition period. Accounts shall mean (a) Transferred Accounts and (b) any customer and proprietary accounts opened by or within the Transferred C Businesses during the term of this Agreement after the Closing Date for which you desire our clearing services (“New Accounts”).
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, dated as of July 24, 2007 (this “Amendment”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “Borrower”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “Parent”), VINER FINANCE INC., a corporation formed under the laws of the State of Delaware (together with the Parent, the “Guarantors”), each of the lenders party to the Existing Credit Agreement (as defined below) (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG OPPENHEIMER HOLDINGS INC. OPPENHEIMER & CO. INC. CANADIAN IMPERIAL BANK OF COMMERCE CIBC WORLD MARKETS CORP. AND CERTAIN OTHER AFFILIATES OF CANADIAN IMPERIAL BANK OF COMMERCE AND OPPENHEIMER...Asset Purchase Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of January 14, 2008 (the "Agreement"), by and among Oppenheimer Holdings Inc., a Canadian corporation ("Buyer Parent"), Oppenheimer & Co. Inc., a New York corporation and a wholly-owned indirect broker/dealer subsidiary of Buyer Parent ("Buyer"), Canadian Imperial Bank of Commerce, a Canadian chartered bank ("Seller Parent"), CIBC World Markets Corp., a Delaware corporation and a wholly-owned indirect broker/dealer subsidiary of Seller Parent (the "Company"), and CIBC World Markets plc, a public limited company organized under the laws of England and a wholly-owned direct broker/dealer subsidiary of Seller Parent ("UK Seller"). Each of Seller Parent, the Company and UK Seller is referred to herein individually as a "Seller" and collectively as "Sellers." Capitalized terms used herein have the meanings set forth in Article I.
ContractSenior Secured Credit Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, dated as of December 12, 2007 (this “Amendment”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “Borrower”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “Parent”), VINER FINANCE INC., a corporation formed under the laws of the State of Delaware (“Viner Finance” and, together with the Parent, the “Guarantors”), each of the lenders party to the Existing Credit Agreement (as defined below) (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement.
REGISTRATION RIGHTS AGREEMENT between OPPENHEIMER HOLDINGS INC. and CANADIAN IMPERIAL BANK OF COMMERCE Dated as of January 14, 2008Registration Rights Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • Ontario
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 14, 2008, between Oppenheimer Holdings Inc., a Canadian corporation (the "Company"), and Canadian Imperial Bank of Commerce, a bank under the laws of Canada (the "Investor").
WAREHOUSE FACILITY AGREEMENT by and among OPY CREDIT CORP. and CANADIAN IMPERIAL BANK OF COMMERCE, as Lender Dated as of January 14, 2008Warehouse Facility Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
SUBORDINATED CREDIT AGREEMENT by and among and the other parties hereto from time to time, and the LENDERS party hereto from time to time, and CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and CIBC WORLD MARKETS CORP., as Lead Arranger...Subordinated Credit Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
SERVICE AGREEMENTService Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
SERVICE AGREEMENT (this “Service Agreement”), dated as of January 14, 2008, by and between CIBC DELAWARE HOLDINGS INC., a Delaware corporation, having offices at 300 Madison Avenue, New York, NY 10017 (“Provider”) and OPPENHEIMER & CO. INC., a New York corporation, having offices at 300 Madison Avenue, New York, NY 10017 (“Occupant”).
SECURED CREDIT AGREEMENT (LOAN TRADING PLATFORM) by and among OPY CREDIT CORP., as Borrower, and CIBC INC., as Lender, and CANADIAN IMPERIAL BANK OF COMMERCE, as Collateral Agent. Dated as of January 14, 2008Secured Credit Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This Secured Credit Agreement, dated as of January 14, 2008 (the “Agreement”), by and among OPY CREDIT CORP., a corporation formed under the laws of the State of New York (the “Borrower”), CIBC INC., as lender (the “Lender”), and CANADIAN IMPERIAL BANK OF COMMERCE, as collateral agent for the Secured Creditors (in such capacity, together with its successors and assigns, if any, the “Collateral Agent”).
