EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is entered into effective
as of the 31st day of December, 2008, but executed as of March 16, 2009 by and among the lenders listed on
the signature pages hereof (the “ Lenders ”), PENSON WORLDWIDE, INC., a Delaware corporation (“
Borrower ”), GUARANTY BANK, as Administrative Agent, Swing Line Lender, Arranger and Letter of Credit
Issuer for the Lenders (the “ Administrative Agent ”), and Wachovia Bank, National Association, as
Documentation Agent (the “ Documentation Agent ”), each to the extent and in the manner provided for in the
Credit Agreement (defined below and herein so called).
A. The Lenders, the Borrower, the Documentation Agent and the Administrative Agent are parties to that
certain Credit Agreement dated as of May 26, 2006 (as it may be amended, extended, renewed, or restated
from time to time, the “ Credit Agreement ”). Capitalized terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit Agreement.
B. The Borrower has requested an amendment to the certain provisions of the Credit Agreement regarding
the calculation of Consolidated Tangible Net Worth and the Consolidated Leverage Ratio, and the Administrative
Agent and the Required Lenders have agreed to such amendment in order to provide clarification, subject to the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and
for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the
parties hereto covenant and agree as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT . The Credit Agreement is hereby amended as
(a) Section 1.01 of the Credit Agreement is hereby amended so that the definition of “Applicable Rate”
contained therein is restated in its entirety to read as fo