FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 30th, 2014 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of September 24, 2014, by and between LPL Financial Holdings Inc., a Delaware corporation (f/k/a LPL Investment Holdings Inc., “LPL”), and TPG Partners IV, L.P., a Delaware limited partnership (“TPG”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Stockholders’ Agreement, dated as of November 23, 2010, by and among the Company, TPG and the other parties thereto (the “Stockholders Agreement”).
SECOND AMENDMENT, EXTENSION AND INCREMENTAL ASSUMPTION AGREEMENTSecond Amendment, Extension and Incremental Assumption Agreement • October 30th, 2014 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This SECOND AMENDMENT, EXTENSION AND INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”), dated as of October 1, 2014, is made by and among LPL HOLDINGS, INC., a Massachusetts corporation (the “Borrower”), LPL FINANCIAL HOLDINGS INC., a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors”; the Subsidiary Guarantors, together with Holdings, the “Guarantors”; and the Guarantors, together with the Borrower, the “Credit Parties”), each of the undersigned banks and other financial institutions which is a “Lender” or an “Additional Lender” under (and as defined in) the Amended Credit Agreement (as defined below), BANK OF AMERICA, N.A., as administrative agent for the Lenders under, and as defined in, the Credit Agreement (as defined below) (the “Administrative Agent”), and also as collateral agent for the Lenders (in such capacities, “Current Agent” hereunder), and JPMORGAN CHASE BANK, N.A., as the future adminis
