Exhibit 10.43
 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.
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Borrower Lenders Lender Administrative Agent Syndication
Agent Documentation Agent
  Credit Agreement
   ARTICLE I
 Definitions
 Definitions
 ARTICLE II
 Amendments to the Credit Agreement
 Amendments to Section 1.01 of the Credit Agreement
 Section
1.01




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Availability minus
 First Amendment Effective Date
 Original Consolidated Leverage Ratio
 Section 1.01
 Applicable Margin Section 6.02(a)
   LIBORApplicable Margin
    
    Rate/Pricing
    
    Consolidated
    
    Commitment
    
    Letters ofLevel
    
    Leverage Ratio
    
    Fee
    
    Credit
    
    Base Rate1
    
    
    Less than **** to ****
    
    
    ****
    %
    
    
    ****
    %
    
    
    ****
    %2
    
    
    Greater than or equal to ****
to **** but less
than **** to ****
    
    
    ****
    %
    
    
    ****
    %
    
    
    ****
    %3
    
    
    Greater than or equal to ****
to **** but less than
**** to ****
    
    
    ****
    %
    
    
    ****
    %
    
    
    ****
    %4
    
    
    Greater than or equal to ****
to **** but less than
**** to ****
    
    
    ****
    %
    
    
    ****
    %
    
    
    ****
    %5
    
    
    Greater than or equal to ****
to ****
    
    
    ****
    %
    
    
    ****
    %
    
    
    ****
    %
 2




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##### 



Section
6.02(a) provided however
 Consolidated EBITDA plus minus
 Amendment to Section 2.01 of the Credit Agreement Section 2.01
 Revolving Loans. Revolving Loan provided however plus plus provided
 3




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Section 2.01 Section 2.05 Section 2.01
 Amendment to Section 2.05(c) of the Credit Agreement Section 2.05(c)
 Section 2.01 provided however Section 2.05(c)
 Amendment to Section 7.16(b) of the Credit Agreement Section 7.16(b)
 Consolidated Fixed Charge Coverage Ratio
 Amendment to Section 7.16(c) of the Credit Agreement Section 7.16(c)
 Consolidated Leverage Ratio
 Addition of Section 7.16(g) to the Credit Agreement Section 7.16(g) Section 7.16(f)
 Minimum Consolidated EBITDA
 4




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Amendment to Exhibit D to the Credit Agreement Exhibit D Exhibit D
 Amendment to Schedules to the Credit Agreement
 Name Change of Penson GHCO
 ARTICLE III
 Conditions Precedent to Effectiveness
 Conditions
 Documents
 Amendment
 Amendment Fee
 Other Fees
 Additional Information
 No Default or Event of Default
 No Material Adverse Effect
 5




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Representations and Warranties Article V Section 5.05 Section 6.01
 ARTICLE IV
 No Waiver
 No Waiver
 ARTICLE V
 Ratifications, Representations and Warranties
 Ratifications
 Representations and Warranties Article V Section 5.05 Section 6.01
 6




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##### 



ARTICLE VI
 Miscellaneous
 Survival of Representations and Warranties
 Reference to Agreement
 Severability
 APPLICABLE LAW
 Successors and Assigns
 Counterparts
 Effect of Waiver
 Headings
 7




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##### 



ENTIRE AGREEMENT
  8




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##### 



PENSON WORLDWIDE, INC.By:

/s/
Philip A. PendergraftName:
    Philip A. PendergraftTitle:
    Chief
Executive Officer




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##### 



REGIONS BANK,
as Administrative Agent, a Lender, Letter of
Credit Issuer and Swing Line LenderBy:

/s/
Robin IngariName:
    Robin IngariTitle:
    Sr.
Vice President




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COMPASS BANK, successor in interest to
Guaranty Bank, as a LenderBy:

/s/
Stephanie CoxName:
    Stephanie CoxTitle:
    Sr.
Vice President




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CAPITAL ONE, N.A., as a Lender and as
Co-Documentation AgentBy:

/s/
Karen DeBlieuxName:
    Karen DeBlieuxTitle:
    Sr. Vice
President




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TEXAS CAPITAL BANK, NATIONAL ASSOCIATION,
as a Lender and as Co-Documentation AgentBy:

/s/
Jason K. MatthewsName:
    Jason K. MatthewsTitle:
    Vice
President




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THE PRIVATEBANK AND TRUST COMPANY,as a
Lender and as Syndication AgentBy:

/s/
Tim RobertsName:
    Tim RobertsTitle:

Associate
Managing Director




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##### 



UNION BANK, N.A.,as a LenderBy:

/s/
Pierre BuryName:
    Pierre BuryTitle:
    Vice
President




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##### 



EXHIBIT D
 FORM OF COMPLIANCE CERTIFICATE
    Agreement Borrower
  [Use following paragraph 1 for fiscal year-end financial statements]
 Schedule 1 Section 6.01(a)
 [Use following paragraph 1 for fiscal quarter-end financial statements]
 Schedule 1 Section 6.01(b)




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##### 



[select one:]
 [to the best knowledge of the undersigned, the Borrower is in compliance with each covenant
and condition of the Loan Documents applicable to it, and no Default has occurred and is
continuing.]
 or
 [the Borrower is not in compliance with the following covenants or conditions and the
following is a list of each Default which has occurred and is continuing and its nature and
status:]
 Article V Section 5.05 Section 6.01
 Schedule 2
  PENSON WORLDWIDE, INC.By:Name:Title:




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##### 



SCHEDULE 1
 Financial Statements




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##### 



Statement Date
 SCHEDULE 2
 I. Section 7.16(a)  Consolidated Tangible Net Worth.A. Consolidated Tangible Net Worth at Statement Date:1. Shareholders Equity of Borrower and its
Subsidiaries:
    
    $__________2. Intangible Assets of Borrower and its Subsidiaries:
    
    $__________3. Consolidated Tangible Net Worth (Line I.A.1 less Line I.A.2):
    
    $__________B. $****
    
    $****C. ****% of the net aggregate increases in Shareholders Equity of
the Borrower and its Subsidiaries after the Closing Date from
issuance and sale of Equity Interests (other than issuances to the
Borrower or a wholly-owned Subsidiary, issuances of restricted stock
units pursuant to the 2000 Stock Incentive Plan, securities issued
upon the exercise of stock options, or issuances of securities
pursuant to the Borrowers employee stock purchase plan) (including
from conversion of debt securities):
    
    $__________D. ****% of Consolidated Net Income for the fiscal year ended on the
Statement Date:
    
    $__________E. Goodwill and other intangibles associated with (1) acquisitions
completed prior to the Closing Date and previously disclosed to the
Administrative Agent and (2) the Ridge Acquisition:
    
    $__________F. Minimum required Consolidated Tangible Net Worth
(Line I.B plus Line I.C plus Line 1.D minus Line 1.E):
    
    $__________G. Excess (deficiency) for covenant compliance (Line I.A.3  I.F):
    
    $__________H. Compliance (Yes/No):
    
    ___________II. Section 7.16 (b)  Consolidated Fixed Charge Coverage Ratio.A. Consolidated EBITDA for four consecutive fiscal quarters ending
on above date (Subject Period):1. Consolidated Net Income for Subject Period:
    
    $__________2. Interest Charges for Subject Period:
    
    $__________3. Provision for Federal, state, local and foreign
income taxes payable by Borrower and its Subsidiaries
for Subject Period:
    
    $__________




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##### 



4.  Depreciation and amortization expense:
    
    $__________5.  Non-cash stock based compensation:
    
    $__________6.  Costs, expenses and fees incurred in connection with
the Ridge Acquisition, the 2017 Notes Offering, the
2014 Notes Offering, the Existing Credit Agreement, and
this Agreement:
    
    $__________7.  All one-time, non-recurring expenses incurred or
charged to income during Subject Period:
    
    $__________8.  Federal, state, local and foreign income tax credits
of Borrower and its Subsidiaries for Subject Period:
    
    $__________9.  Non-cash items increasing Consolidated Net Income
for Subject Period:
    
    $__________10.  For the 12-month period following the closing of
the Ridge Acquisition, $1,050,000 for any month
(commencing with the first full month after the closing
of the Ridge Acquisition) for which the actual EBITDA
earned by PFS and attributable to correspondent
clearing contracts acquired in the Ridge Acquisition is
not included in the calculation of Consolidated EBITDA:
    
    $__________11.  Consolidated EBITDA (Lines II.A.1 + IIA.2 + IIA.3 +
IIA.4 + IIA.5 + IIA.6 + IIA.7)  (Lines IIA.8 + IIA.9)
+ Line IIA.10 (if applicable):
    
    $__________B. Interest Charges for Subject Period:
    
    $__________C. Aggregate principal amount of regularly scheduled principal
payments or redemptions or similar acquisitions for value of
outstanding debt for borrowed money (it being understood the Total
Outstandings shall be assumed to be amortized over a five year
period solely in order to calculate scheduled payments of the
Loans):
    
    $__________D. Aggregate amount of Federal, state, local and foreign income
taxes paid in cash of or by the Borrower and its Subsidiaries for
Subject Period:
    
    $__________E. Consolidated Fixed Charge Coverage Ratio (Line II.A.11  ̧
(Lines II.B + II.C + II.D))
    
    ____ to ****F. Minimum required (see Section 7.16(b)):
    
    ___________G. Compliance (Yes/No):
    
    ___________III. Section 7.16 (c)  Consolidated Leverage Ratio.A. Consolidated Funded Indebtedness at Statement Date:
    
    $__________




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##### 



B. Consolidated EBITDA for Subject Period (Line IIA.11):
    
    $__________C. Consolidated Leverage Ratio (Line III.A  ̧ Line III.B):
    
    ____ to ****D. Maximum permitted (see Section 7.16(c)):
    
    ____ to ****E. Compliance (Yes/No):
    
    ___________IV. Section 7.16(d)  Minimum Capital Requirement.A. Regulatory Capital at Statement Date:
    
    $__________B. Debit Balances at Statement Date:
    
    $__________C. Minimum required (Line IV.B. x ****%):
    
    $__________D. Compliance (Yes/No):
    
    ___________V. Section 7.16 (e)  Minimum Liquidity Requirement.A. Unencumbered Liquidity at Statement Date:
    
    $__________B. Total Outstandings at Statement Date:
    
    $__________C. Compliance (Yes/No):
    
    ___________VI. Section 7.16(f)  Capital Expenditures.A. Capital Expenditures for Borrower and its Subsidiaries at
Statement Date since beginning of fiscal year:
    
    $__________B. Maximum Allowed (per fiscal year):
    
    $****C. Compliance (Yes/No):
    
    ___________VII. Section 7.16(g)  Minimum Consolidated EBITDA.A. Consolidated EBITDA for Subject Period (Line IIA.11):
    
    $__________B. Minimum required:
    
    $****C. Compliance (Yes/No):
    
    ___________




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##### 



SCHEDULE 2.01
 COMMITMENTS
AND PRO RATA PERCENTAGES
 Pro RataLender
    
    Commitment
    
    PercentageRegions Bank
    
    $
    *
    ***
    
    
    *
    ***%Compass Bank, as successor in interest to
Guaranty Bank
    
    $
    *
    ***
    
    
    *
    ***%Capital One, N.A.
    
    $
    *
    ***
    
    
    *
    ***%Texas Capital Bank, National Association
    
    $
    *
    ***
    
    
    *
    ***%The Private Bank and Trust Company
    
    $
    *
    ***
    
    
    *
    ***%Union Bank, N.A.
    
    $
    *
    ***
    
    
    *
    ***%Total
    
    $
    *
    ***
    
    
    *
    ***%




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##### 



SCHEDULE 5.05
 EXISTING INDEBTEDNESS




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##### 



SCHEDULE 5.13
 SUBSIDIARIES AND
OTHER EQUITY INVESTMENTS
 Subsidiaries




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##### 



Equity Investments




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##### 



SCHEDULE 5.20
 COMMON ENTERPRISE




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##### 



SCHEDULE 7.01
 EXISTING LIENS




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##### 



SCHEDULE 7.02
 EXISTING INVESTMENTS




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##### 



SCHEDULE 10.02
 ADMINISTRATIVE AGENTS OFFICE;
CERTAIN ADDRESSES FOR NOTICES
 BORROWER
 
  
 ADMINISTRATIVE AGENT
 Administrative Agents Office
(for payments and Requests for Credit Extensions)




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##### 



LETTER OF CREDIT ISSUER:
 
 SWING LINE LENDER: