LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY)
THIS LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY) (this " Agreement ") is made and
entered into as of September 30, 2008, by and between: PIPER JAFFRAY & CO. , a Delaware corporation
(" Borrower "); and U.S. BANK NATIONAL ASSOCIATION , a national banking association (" Lender ");
and has reference to the following facts and circumstances:
A. Borrower has applied for a revolving line of credit from Lender in the principal amount of up to
$250,000,000.00 which shall be secured by certain variable rate demand notes.
B. Lender is willing to make said revolving line of credit available to Borrower upon, and subject to, the
terms, provisions and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower and Lender covenant and agree as follows:
1. Definitions . As used in this Agreement, the following terms shall have the following respective meanings
(and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the
context may require):
Advance shall mean each loan advance made hereunder by Lender to Borrower.
Applicable Margin shall have the meaning described in Exhibit C attached hereto.
Banking Day shall mean any day on which Lender is open for business at its principal offices in St. Louis,
Missouri and Minneapolis, Minnesota.
BONYM shall mean The Bank of New York Mellon, formerly known as The Bank of New York, a New
York banking corporation.
Borrowing Base shall mean the sum of the values of the following: (a) Pledged Securities consisting of
Variable Rate Demand Notes on Borrower's books as determined in accordance with generally accepted
accounting principles, multiplied by the applicable percentage(s) described in Exhibit B attached hereto; and
(b) Pledged Securities consisting