exv10w23



 






Exhibit 10.23




REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT




          THIS AGREEMENT is entered into this 28 day of November 2005, between National
Financial Services LLC (the “Lender”) and Thomas Weisel Partners LLC (the “Organization”).




          WHEREAS, the Lender is willing to make Advances (each, an “Advance,” collectively, the
“Advances”) to the Organization from time to time through the 28th day of November 2007
(“Scheduled Maturity Date”), as reflected on the Revolving Note (Exhibit A).




          NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:





	1.	 	GENERAL
	 
	(i)	 	The Lender agrees that from time to time between this 28 day of November 2005 and 28 day of
November 2006 (the “Credit Period”) it will lend to the Organization sums which, in the
aggregate principal amount outstanding at any one time, shall not exceed $40,000,000.00 (the
“Credit”).
	 
	(ii)	 	During the Credit Period, the Organization may utilize the Credit (as then in effect) by
borrowing, prepaying outstanding Advances, in whole or in part, and reborrowing, all in
accordance with the terms and provisions hereof. Each Advance shall be in the aggregate
amount of $100,000.00 or integral multiples thereof. The Organization is obligated to repay
the aggregate unpaid principal amount of all Advances on or before the Scheduled Maturity
Date.
	 
	(iii)	 	The obligation of the Organization to repay the aggregate unpaid principal amount of the
Advances shall be evidenced by a promissory note of the Organization (the “Revolving Note”) in
substantially the form attached hereto as Exhibit A, with the blanks appropriately completed,
payable to the order of the Lender, for amounts not exceeding in the aggregate the Credit and
bearing interest at rates to be agreed upon by the Organization and the Lender at the time of
any Advance. The Revolving Note shall be dated, and shall be delivered to the Lender, on the
date of the execution and delivery of this agreement by the Organization. The Lender shall,
and is hereby authorized by the Organization to, endorse on the schedule contained on the
Revolving Note, or on a continuation of such schedule attached thereto and made a part
thereof, appropriate notations regarding each Advance evidenced by the Revolving Note as
specifically provided therein; provided, however, that the failure to make, or error in
making, any such notation shall not limit or otherwise affect the obligations of the
Organization hereunder or under the Revolving Note.
	 
	(iv)	 	Whenever the Organization desires to utilize the Credit, it shall so notify the Lender by
telephone specifying the amount of the Advance and the date on which




 









 






	 	 	each such Advance is to be made. Notice will also be given by telephone, confirmed in
writing, to the New York Stock Exchange, Inc. (the “Exchange”). Such notice shall be
substantially in the form of Exhibit B attached hereto and shall specify (i) the date of
the proposed Advance (the “Borrowing Date”), (ii) the aggregate amount of outstanding
Advances and (iii) if the Advance is to be used to repay, in whole or in part, outstanding
Advances, the amount and maturity of such Advance.
	 
	2.	 	SUSPENDED REPAYMENT
	 
	 	 	The Organization’s obligation to pay the principal amount hereof on the Scheduled Maturity
Date or any accelerated maturity date shall be suspended and the obligation shall not
mature for any period of time during which after giving effect to such payment (together
with (a) the payment of any other obligation of the Organization payable at or prior to the
payment hereof and (b) the return of any Secured Demand Note and the Collateral therefor
held by the Organization and returnable at or prior to the payment hereof).






	(i)	 	in the event that the Organization is not operating pursuant to the alternative net capital
requirement provided for in paragraph (a)(1)(ii) of Rule 15c3-1 (the “Rule”) under the
Securities Exchange Act of 1934, as amended (the “Act”), the aggregate indebtedness of the
Organization would exceed 1200 percent of its net capital as those terms are defined in the
Rule or any successor rule as in effect at the time payment is to be made, or such other
percent as may be made applicable to the Organization at the time of such payment by the
Exchange or the Securities and Exchange Commission (the “SEC”), or






	(ii)	 	in the event that the Organization is operating pursuant to such alternative net capital
requirement, the net capital of the Organization would be less than 5 percent (or such other
percent as may be made applicable to the Organization at the time of such payment by the
Exchange or the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule
15c3-3 under the Act or any successor rule as in effect at such time, or






	(iii)	 	in the event that the Organization is registered as a futures commission merchant under the
Commodity Exchange Act (the “CEA”), the net capital of the Organization (as defined in the CEA
or the regulations thereunder as in effect at the time of such payment) would be less than 120
percent, or such other percentum as may be made applicable to the Organization at the time of
such payment by the Commodity Futures Trading Commission (the “CFTC”), of the Organization’s
risk-based capital requirement calculated in accordance with CFTC regulations in effect at the
time of such payment, or the Organization’s net capital would be less than the minimum capital
requirement as defined by the DSRO, or




 









 












	(iv)	 	the Organization’s net capital, as defined in the Rule or any successor rule as in effect at
the time of such payment, would be less than 120 percent (or such other percent as may be made
applicable to the Organization at the time of such payment by the Exchange or the SEC) of the
minimum dollar amount required by the Rule as in effect at such time (or such other dollar
amount as may be made applicable to the Organization at the time of such payment by the
Exchange or the SEC), or






	(v)	 	in the event that the Organization is registered as a futures commission merchant under the
CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the
time of such payment, would be less than 120 percent (or such other percent as may be made
applicable to the Organization at the time of such payment by the CFTC) of the minimum dollar
amount required by the CEA or the regulations thereunder as in effect at such time (or such
other dollar amount as may be made applicable to the Organization at the time of such payment
by the CFTC), or






	(vi)	 	in the event that the Organization is subject to the provisions of Paragraph (a)(6)(v) or
(c)(2)(x)(C) of the Rule, the net capital of the Organization would be less than the amount
required to satisfy the 1000 percent test (or such other percentum test as may be made
applicable to the Organization at the time of such payment by the Exchange or the SEC) stated
in such applicable paragraph,
	 
	 	 	(the net capital necessary to enable the Organization to avoid such suspension of its
obligation to pay the principal amount hereof being hereinafter referred to as the
“Applicable Minimum Capital”) and during any such suspension the Organization shall, as
promptly as consistent with the protection of its customers, reduce its business to a
condition whereby the principal amount hereof with accrued interest thereon could be paid
(together with (a) the payment of any other obligation of the Organization payable at or
prior to the payment hereof and (b) the return of any Secured Demand Note and the
Collateral therefor held by the Organization and returnable at or prior to the payment
hereof) without the Organization’s net capital being below the Applicable Minimum Capital,
at which time the Organization shall repay the principal amount hereof plus accrued
interest thereon on not less than five days’ prior written notice to the Exchange. The
aggregate principal amount outstanding pursuant to this Agreement shall mature on the first
day at which under this paragraph the Organization has an obligation to pay the principal
amount hereof. If pursuant to the terms hereof the Organization’s obligation to pay the
principal amount hereof is suspended and does not mature, the Organization agrees (and the
Lender recognizes) that if its obligation to pay the principal amount hereof is ever
suspended for a period of six months or more, it will promptly take whatever steps are
necessary to effect a rapid and orderly complete liquidation of its business. If payment
is made of all or any part of the principal hereof on the Scheduled Maturity Date or any
accelerated maturity date and if immediately after any such payment the




 









 






	 	 	Organization’s net capital is less than the Applicable Minimum Capital, the Lender agrees
irrevocably (whether or not such Lender had any knowledge or notice of such fact at the
time of any such payment) to repay to the Organization, its successors or assigns, the sum
so paid, to be held by the Organization pursuant to the provisions hereof as if such
payment had never been made; provided, however, that any suit for the recovery of any such
payment must be commenced within two years of the date of such payment.






	3.	 	SUBORDINATION OF OBLIGATIONS
	 
	 	 	The Lender irrevocably agrees that the obligations of the Organization under this Agreement
with respect to the payment of principal and interest are and shall be fully and
irrevocably subordinate in right of payment and subject to the prior payment or provision
for payment in full of all claims of all other present and future creditors of the
Organization whose claims are not similarly subordinated (claims hereunder shall rank pari
passu with claims similarly subordinated) and to claims which are now or hereafter
expressly stated in the instruments creating such claims to be senior in right of payment
to the claims of the class of this claim arising out of any matter occurring prior to the
date on which the Organization’s obligation to make such payment matures consistent with
the provisions hereof. In the event of the appointment of a receiver or trustee of the
Organization or in the event of its insolvency, liquidation pursuant to the Securities
Investor Protection Act of 1970 (“SIPA”) or otherwise, its bankruptcy, assignment for the
benefit of creditors, reorganization whether or not pursuant to bankruptcy laws, or any
other marshalling of the assets and liabilities of the Organization, the holder hereof
shall not be entitled to participate or share, ratably or otherwise, in the distribution of
the assets of the Organization until all claims of all other present and future creditors
of the Organization, whose claims are senior hereto, have been fully satisfied, or adequate
provision has been made therefor.
	 
	4.	 	PERMISSIVE PREPAYMENT AUTHORIZATION WITHIN ONE YEAR






	 	a.	 	With the prior written approval of the Exchange, the Organization may at its
option, pay all or any portion of the principal amount hereof to the Lender prior to
the Scheduled Maturity Date (such payment being hereinafter referred to as
“Prepayment”) at any time prior to one year following the date of any Advance. No
Prepayment shall be made, however, if:






	 	(i)	 	after giving effect thereto (and to all other payments of
principal of outstanding subordination agreements of the Organization,
including the return of any Secured Demand Note and the Collateral therefor
held by the Organization, the maturity or accelerated maturity of which are
scheduled to occur within six months after the date such Prepayment is to
occur pursuant to the




 









 






	 	 	 	provisions of this paragraph, or on or prior to the Scheduled Maturity
Date for payment of the principal amount hereof disregarding this
Paragraph, whichever date is earlier) without reference to any projected
profit or loss of the Organization, either aggregate indebtedness of the
Organization would exceed 900 percent of its net capital or its net
capital would be less than 200 percent of the minimum dollar amount
required by 17CFR240.15c3-1 or, in the case of an Organization operating
pursuant to paragraph (a)(1)(ii) of 17CFR240.15c3-1, its net capital would
be less than 6 percent of the aggregate debit items computed in accordance
with 17CFR240.15c3-3a or if registered as a futures commission merchant,
125 percent (or such other percentage as may be made applicable to the
Company at the time of payment by the CFTC) of the risk-based capital
requirements for futures commission merchants as set forth in regulations
of the CFTC adopted under the CEA, or its net capital would be less than
200 percent of the minimum dollar amount required by paragraph (a)(1)(ii)
or the Organization’s net capital would be less than the minimum capital
requirement as defined by the DSRO, or
	 
	 	(ii)	 	pre-tax losses during the latest three-month period equaled
more than 15 percent of current excess net capital.
	 
	 	 	 	Any Advance shall not be considered equity for purposes of subsection (d)
of the Rule, despite the length of the initial term of said Advance.
	 
	 	 	 	If Prepayment is made of all or any part of the principal hereof prior to
the Scheduled Maturity Date and if the Organization’s net capital is less
than the amount required to permit such Prepayment pursuant to the
foregoing provisions of this paragraph, the Lender agrees irrevocably
(whether or not such Lender had any knowledge or notice of such fact at
the time of such Prepayment) to repay the Organization, its successors or
assigns, the sum so paid to be held by the Organization pursuant to the
provisions hereof as if such prepayment had never been made; provided,
however, that any suit for the recovery of any such Prepayment must be
commenced within two years of the date of such Prepayment.






PERMISSIVE PREPAYMENT AUTHORIZATION AFTER ONE YEAR




	 	b.	 	With the prior written approval of the Exchange, the Organization may, at its
option, make Prepayment of all or any portion of the principal amount hereof to the
Lender prior the Scheduled Maturity Date at any time subsequent to one year following
the date of any Advance. No




 









 






	 	 	 	Prepayment shall be made, however, if after giving effect thereto (and to all other
payments of principal of outstanding subordination agreements of the Organization,
including the return of any Secured Demand Note and the Collateral therefor held by
the Organization, the maturity or accelerated maturity of which are scheduled to
occur within six months after the date such Prepayment is to occur pursuant to the
provisions of this paragraph, or on or prior to the Scheduled Maturity Date for
payment of the principal amount hereof disregarding this paragraph, whichever date
is earlier) without reference to any projected profit or loss of the Organization.






	 	(i)	 	in the event that the Organization is not operating pursuant
to the alternative net capital requirement provided for in paragraph
(a)(1)(ii) of the Rule, the aggregate indebtedness of the Organization would
exceed 1000 percent of its net capital as those terms are defined in the Rule
or any successor rule as in effect at the time such Prepayment is to be made
(or such other percent as may be made applicable at such time to the
Organization by the Exchange or the SEC), or
	 
	 	(ii)	 	in the event that the Organization is operating pursuant to
such alternative net capital requirement, the net capital of the Organization
would be less than 5 percent (or such other percent as may be made applicable
to the Organization at the time of such Prepayment by the Exchange or the SEC)
of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3
under the Act or any successor rule as in effect at such time, or
	 
	 	(iii)	 	in the event that the Organization is registered as a
futures commission merchant under the CEA, the net capital of the Organization
(as defined in the CEA or the regulations thereunder as in effect at the time
of such Prepayment) would be less than 120 percent (or such other percent as
may be made applicable to the Organization at the time of such Prepayment by
the CFTC) of the Organization’s risk-based capital requirement calculated in
accordance with CFTC regulations in effect at the time of such Prepayment, or
the Organization’s net capital would be less than the minimum capital
requirement as defined by the DSRO, or
	 
	 	(iv)	 	the Organization’s net capital, as defined in the Rule or any
successor rule as in effect at the time of such Prepayment, would be less than
120 percent (or such other percent as may be made applicable to the
Organization at the time of such Prepayment by the Exchange or the SEC) of the
minimum dollar amount required by the Rule as in effect at such time (or such
other dollar amount




 









 






	 	 	 	as may be made applicable to the Organization at the time of such
Prepayment by the Exchange or the SEC), or
	 
	 	(v)	 	in the event that the Organization is registered as a futures
commission merchant under the CEA, its net capital, as defined in the CEA or
the regulations thereunder as in effect at the time of such Prepayment would
be less than 120 percent (or such other percent as may be made applicable to
the Organization at the time of such Prepayment by the CFTC) of the minimum
dollar amount required by the CEA or the regulations thereunder as in effect
at such time or such other dollar amount as may be made applicable to the
Organization at the time of such Prepayment by the CFTC, or
	 
	 	(vi)	 	in the event that the Organization is subject to the
provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital
of the Organization would be less than the amount required to satisfy the 1000
percent test (or such other percent test as may be made applicable to the
Organization at the time of such Prepayment by the Exchange or the SEC) stated
in such applicable paragraph.
	 
	 	 	 	If Prepayment is made of all or any part of the principal hereof prior to
the Scheduled Maturity Date and if the Organization’s net capital is less
than the amount required to permit such Prepayment pursuant to the
foregoing provisions of this Paragraph, the Lender agrees irrevocably
(whether or not such Lender had any knowledge or notice of such fact at
the time of such Prepayment) to repay the Organization, its successors or
assigns, the sum so paid to be held by the Organization pursuant to the
provisions hereof as if such Prepayment had never been made; provided,
however, that any suit for the recovery of any such Prepayment must be
commenced within two years of the date of such Prepayment.






	5.	 	ACCELERATION IN EVENT OF INSOLVENCY
	 
	 	 	The Organization’s obligation to pay the unpaid principal amount hereof shall forthwith
mature, together with interest accrued thereon, in the event of any receivership,
insolvency, liquidation pursuant to SIPA or otherwise, bankruptcy, assignment for the
benefit of creditors, reorganization whether or not pursuant to bankruptcy laws, or any
other marshalling of the assets and liabilities of the Organization; but payment of the
same shall remain subordinate as hereinabove set forth.




 









 












	6.	 	EFFECT OF DEFAULT
	 
	 	 	Default in any payment hereunder, including the payment of interest, shall not accelerate
the maturity hereof except as herein specifically provided, and the obligation to make
payment shall remain subordinated as hereinabove set forth.






	7.	 	NOTICE OF MATURITY OR ACCELERATED MATURITY
	 
	 	 	The Organization shall immediately notify the Examining Authority for such broker or
dealer, if, after giving effect to all Payments of Payment Obligations (as that term is
defined in (a)(2)(iv) of Appendix D of the Rule) under subordination agreements then
outstanding that are then due or mature within the following six months without reference
to any projected profit or loss of the broker or dealer either the aggregate indebtedness
of the broker or dealer would exceed 1200 percent of its net capital or its net capital
would be less than 120 percent of the minimum dollar amount required by the Rule, or, in
the case of a broker or dealer operating pursuant to paragraph (a)(1)(ii) of the Rule, its
net capital would be less than 5 percent of aggregate debit items computed in accordance
with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effect at such
time, or, if registered as a futures commission merchant, the net Capital of the
Organization would be less than 120 percent (or such other percentage as may be made
applicable to the Organization at the time of payment by the CFTC) of the risk-based
capital requirement for futures commission merchants calculated in accordance with CFTC
regulations as from time to time in effect, or the minimum net capital requirement as
defined by the DSRO, if greater, or less than 120 percent of the minimum dollar amount
required by paragraphs (a)(1)(ii) of the Rule.






	8.	 	NON-LIABILITY OF EXCHANGE
	 
	 	 	The Lender irrevocably agrees that the loan evidenced hereby is not being made in reliance
upon the standing of the Organization as a member organization of the Exchange or upon the
Exchange’s surveillance of the Organization’s financial position or its compliance with the
Constitution, Rules and practices of the Exchange. The Lender has made such investigation
of the Organization and its partners, officers, directors and stockholders as the Lender
deems necessary and appropriate under the circumstances. The Lender is not relying upon
the Exchange to provide any information concerning or relating to the Organization and
agrees that the Exchange has no responsibility to disclose to the Lender any information
concerning or relating to the Organization which it may now, or at any future time, have.
The Lender agrees that neither the Exchange, its Special Trust Fund, nor any director,
officer, trustee nor employee of the Exchange or said Trust Fund shall be liable to the
Lender with respect to this agreement or the repayment of the loan evidenced hereby or of
any interest thereon.




 









 












	9.	 	STATUS OF PROCEEDS
	 
	 	 	The proceeds hereof shall be dealt with in all respects as capital of the Organization,
shall be subject to the risks of its business, and may be deposited in an account or
accounts in the Organization’s name in any bank or trust company.






	10.	 	FUTURES COMMISSION MERCHANTS
	 
	 	 	If the Organization is a futures commission merchant, as that term is defined in the CEA,
the Organization agrees, consistent with the requirements of Section 1.17(h) of the
regulations of the CFTC (17 CFR 1.17(h)), that:






	 	(i)	 	whenever prior written notice by the Organization to the Exchange is required
pursuant to the provisions of this agreement, the same prior written notice shall be
given by the Organization to (i) the CFTC at its principal office in Washington, DC,
Attention Chief Accountant of Division of Trading and Markets, and/or (ii) the
commodity exchange of which the Organization is a member and which is then designated
by the CFTC as the Organization’s designated self-regulatory organization (the
“DSRO”), and
	 
	 	(ii)	 	whenever prior written consent, permission or approval of the Exchange is
required pursuant to the provisions of this agreement, the Organization shall also
obtain the prior written consent, permission or approval of the CFTC and/or of the
DSRO, and
	 
	 	(iii)	 	whenever the Organization receives written notice of acceleration of
maturity pursuant to the provisions of this agreement, the Organization shall promptly
give written notice thereof to the CFTC at the address stated and/or to the DSRO.






	11.	 	DEFINITION OF ORGANIZATION
	 
	 	 	The term “Organization” as used in this agreement shall include the Organization, its
heirs, executors, administrators, successors and assigns.
	 
	12.	 	EFFECT OF EXCHANGE MEMBERSHIP TERMINATION
	 
	 	 	Upon termination of the Organization as a member organization of the Exchange, the
references herein to the Exchange shall be deemed to refer to the Examining Authority. The
term “Examining Authority” shall refer to the regulatory body having responsibility for
inspecting or examining the Organization for compliance with financial responsibility
requirements under Section 9(c) of SIPA and Section 17(d) of the Act.




 









 












	13.	 	UPON WHOM BINDING
	 
	 	 	The provision of this agreement shall be binding upon the Lender, his or its heirs,
executors, administrators, successors and assigns and upon the Organization.






	14.	 	ARBITRATION
	 
	 	 	Any controversy arising out of or relating to this agreement shall be submitted to and
settled by arbitration pursuant to the Constitution and Rules of the Exchange. The
Organization and the Lender shall be conclusively bound by such arbitration.






	15.	 	EFFECTIVE DATE
	 
	 	 	This agreement shall be effective from the date on which it is approved by the Exchange and
shall not be modified or amended without the prior written approval of the Exchange.






	16.	 	ENTIRE AGREEMENT
	 
	 	 	This instrument embodies the entire agreement between the Organization and the Lender and
no other evidence of such agreement has been or will be executed without the prior written
consent of the Exchange.






	17.	 	GOVERNING LAW
	 
	 	 	This agreement shall be deemed to have been made under, and shall be governed by, the laws
of the State of New York in all respects.






	18.	 	CANCELLATION
	 
	 	 	This agreement shall not be subject to cancellation by either party, unless the New York
Stock Exchange agrees in writing to such cancellation 30 days in advance.






	19.	 	NO RIGHT OF SET-OFF
	 
	 	 	The Lender agrees that it is not taking and will not take or assert as security for the
payment of the note any security interest in or lien upon, whether created by contract,
statute or otherwise, any property of the Organization or any property in which the
Organization may have an interest, which is or at any time may be in the possession or
subject to the control of the Lender. The Lender hereby waives, and further agrees that it
will not seek to obtain payment of the Revolving Note in whole or in any part by exercising
any right of set-off it may assert or possess whether created by contract, statute or
otherwise. Any agreement between the Organization and the Lender (whether in the nature of
a general loan and collateral agreement, a security or pledge agreement or otherwise) shall
be




 









 






	 	 	deemed amended hereby to the extent necessary so as not to be inconsistent with the
provision of this paragraph.





          IN WITNESS HEREOF the parties hereto have set their hands and seals this 28 day of November,
2005.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert West
	 	 
	 	By:
	 	/s/ Thomas Lux	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Robert West
	 	 	 	Name:
	 	Thomas Lux	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Senior Vice President & CFO	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Thomas Weisel Partners LLC
	 	 	 	 	 	National Financial Services LLC	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Organization)
	 	 	 	 	 	(Lender)	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





 









 






RIDER A

TO REVOLVING NOTE

AND SUBORDINATION AGREEMENT

DATED November 28, 2005

BETWEEN

THOMAS WEISEL PARTNERS LLC AND

NATIONAL FINANCIAL SERVICES LLC




     (1) Notwithstanding any contrary provision in the Revolving Note and Cash Subordination
Agreement dated November 28, 2005 (the “Agreement”) between National Financial Services LLC (the
“Lender”) and Thomas Weisel Partners LLC (the “Organization”), the obligation of Lender to make any
Advance under the Credit shall be subject to the fulfillment on the date for making of such Advance
of each of the following conditions precedent:



     (a) that the Member’s Equity of the Organization (as determined in accordance with
generally accepted accounting principles) is at least $60,000,000.



     (b) that there is a difference of at least $32,000,000 between (i) the sum of
(A) the aggregate market value of all Rule 144A securities held by the Organization for its
own account and (B) the Organization’s Net Capital Before Haircuts on Securities Positions,
as determined in the computation of net capital on its FOCUS Report (SEC Form X-17a-5), and
(ii) the sum of all liabilities subordinated to claims of general creditors allowable in
the computation of such net capital;



     (c) that Thomas Weisel holds the office of Chairman of the Organization, has not
announced his resignation from such office and is actively engaged in the activities normally
associated with that office at a securities broker-dealer;



     (d) that the holder of the Class D Redeemable Convertible Shares of Thomas Weisel
Partners Group LLC has not given notice to such company for the redemption thereof;



     (e) that the Organization has not discontinued or divested any of the following
business lines:




(i) Investment Banking (underwriting of securities, mergers and acquisition
advisory services, and other corporate advisory services), and




(ii) Institutional Sales and Trading in either equity securities or convertible
bonds,




and such business lines together account for 75% of the Organization’s total
revenues during the 90 days preceding the date for the making of such Advance;



 









 





     (f) that the ratio of the Organization’s Total Assets (as shown on line 16, space 940
of its most recent FOCUS Report) to the Total Ownership Equity (as shown on line 30, space 1800 of
such FOCUS Report) is not greater than 4:1; and



     (g) that there not have occurred or exist a default in any payment (including the
payment of interest) under the Agreement or the Revolving Note.



     If an Advance is made, then each of the foregoing conditions precedent shall be deemed to have
been fulfilled with respect to such Advance, and although such conditions precedent may not in face
have been fulfilled, such Advance shall nonetheless be subject to all the provisions of the
Agreement, including, but not limited to, the provisions regarding the maturity, prepayment and
repayment thereof.



     (2) Lender represents and warrants that it is purchasing and will hold the Revolving Note for
investment and not with a view to the distribution thereof. Notwithstanding the foregoing, Lender
may at any time and from time to time, at its discretion and without further consent from the
Organization, sell participations in any or all of the Advances to one or more affiliates of
Lender, provided, however (a) that Lender’s obligations under the Agreement shall remain
unchanged and Lender shall remain solely responsible to the Organization for the full performance
of such obligations, (b) that each such participation shall be subject to all of the terms
and conditions of the Agreement, provided that in any event Lender alone shall remain entitled to
exercise Lender’s rights and remedies under the Agreement or the Revolving Note, and (c)
that any such sale of a participation shall be in full compliance with all applicable registration
provisions of the Securities Act of 1933, as amended, and “blue sky” laws or an available exemption
therefrom, and that any such affiliate shall agree to purchase any such participation for
investment only and shall not resell such participation without the Organization’s prior written
consent.



     (3) On each Commitment Fee Payment Date (as herein defined), the Organization shall pay to
Lender a commitment fee computed at the rate of one percent (1.0%) per annum on the average daily
unused portion of the Credit during the period commencing with the immediately preceding Commitment
Fee Payment Date and ending with such Commitment Fee Payment Date (or, in the case of the first
such period, commencing with the effective date). “Commitment Fee Payment Date” means (i) the
first business day of the third, sixth and ninth calendar month commencing after the date of the
Agreement, and (ii) the last day of the Credit Period.



     (4) Defined Terms. All terms not otherwise specifically defined herein shall have the
same meaning in this Addendum as is given to them in the Agreement.



     (5) Other Provisions. Except as expressly modified by this Addendum, all other
provisions of the Agreement shall remain in full force and effect.



     (6) Effectiveness. This Addendum shall be effective on the date specified by the New
York Stock Exchange, Inc. for the effectiveness of the Agreement.



 









 





     IN WITNESS WHEREOF, Lender and the Organization have each caused this Addendum to be signed in
its name and on its behalf by its representatives thereunto duly authorized, as of the date
hereinabove first written.



	 	 	 	 	 	 	 
	 	 	THOMAS WEISEL PARTNERS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert West	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert West	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL FINANCIAL SERVICES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas Lux	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas Lux	 	 
	 

	 	Title:
	 	Senior Vice President & CFO