NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. SECOND...Credit Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 6, 2010, among PENSON WORLDWIDE, INC. a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), REGIONS BANK, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender, and Letter of Credit Issuer, REGIONS CAPITAL MARKETS, a division of Regions Bank, as Lead Arranger and Bookrunner, THE PRIVATEBANK AND TRUST COMPANY, as Syndication Agent and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION and CAPITAL ONE, N.A., as Co-Documentation Agents.
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE...Assignment and Assumption Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of June, 2010, among SAI Holdings, Inc. (“SAI”), Penson Financial Services, Inc. (“Penson”), Broadridge Financial Solutions, Inc. (“Broadridge”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”) and Penson Worldwide, Inc. (“PWI”) and the other signatories hereto.
Amended and Restated GuarantyGuaranty Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this agreement, together with all amendments and restatements and Joinders, this “Guaranty Agreement”), dated as of May 6, 2010, is made by each of the signatories hereto and each other Person who becomes a party hereto pursuant to Section 23 (including any permitted successors and assigns, collectively, the “Guarantors” and each a “Guarantor”) in favor of REGIONS BANK, in its capacity as Administrative Agent (as defined in the Credit Agreement described below), for the benefit of each Creditor (Administrative Agent in such capacity, “Administrative Agent”).
NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE....Amendment Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is made and entered into as of the 25th day of June, 2010, among SAI Holdings, Inc. (“SAI”), Penson Financial Services, Inc. (“PFSI”), Penson Worldwide, Inc. (“PWI”), Penson Financial Services Ltd. (“PFSL”), Penson Financial Services Canada Inc. (“PFSC”), Broadridge Financial Solutions, Inc. (“Broadridge”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”), Broadridge Financial Solutions (Canada) Inc. (“Ridge Canada”) and Ridge Clearing & Outsourcing Solutions Limited. (“Ridge UK”),
INTERCREDITOR AGREEMENT dated as of May 6, 2010, Between REGIONS BANK, as First Lien Collateral Agent, U.S. Bank National Association, as Second Lien Collateral Agent, PENSON WORLDWIDE, INC., as the Company, and the Subsidiary Grantors party heretoIntercreditor Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
This INTERCREDITOR AGREEMENT is dated as of May 6, 2010, and entered into by and between REGIONS BANK, in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and U.S. Bank National Association, in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
Amended and Restated Pledge AgreementPledge Agreement • August 6th, 2010 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this agreement, together with all amendments and restatements and Joinders, this “Agreement”), dated as of May 6, 2010, is made by each of the signatories party hereto and each other Person who becomes a party hereto pursuant to Section 6.14 (including any permitted successors and assigns, collectively, the “Pledgors” and each a “Pledgor”), in favor of REGIONS BANK, in its capacity as Administrative Agent (as defined in the Credit Agreement described below), for the benefit of each Creditor (Administrative Agent in such capacity, “Secured Party”).
