exv4w2






Exhibit 4.2




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 25, 2009, is
entered into by and between Ladenburg Thalmann Financial Services Inc., a Florida corporation
(“Borrower ”) and Frost Nevada Investments Trust, a Florida trust (“Frost Nevada”).



RECITALS




     WHEREAS, Borrower is a party to that certain Credit Agreement (the “Agreement”) dated as of
October 19, 2007 by and between Borrower and Frost Gamma Investments Trust, a Florida trust (“Frost
Gamma”);



     WHEREAS, Frost Gamma assigned its interest in the Agreement to Frost Nevada; and



     WHEREAS, the parties desires to amend the terms of the Agreement on the terms set forth
herein.



     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
expressly and mutually acknowledged, and intending to be legally bound hereby, the parties hereto
agree as follows:



AMENDMENT




     1. Defined Terms. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.



     2. Amendment to Agreement. The Agreement is hereby amended so that the term “Maturity
Date” shall mean August 25, 2016. Except as specifically set forth herein, the Agreement shall
remain in full force and effect and its provisions shall be binding on the parties hereto.



     3. Representations and Warranties. The representations and warranties set forth in
Article III of the Agreement shall be deemed remade as of the date hereof by Borrower, except that
any representations and warranties that specifically relate to a particular date shall be true and
correct as of such date and all references to the Agreement in such representations and warranties
shall be deemed to include this Amendment. No Event of Default has occurred and is continuing and
no event has occurred and is continuing which, with the lapse of time, the giving of notice, or
both, would constitute such an Event of Default under the Agreement.



     4. Power and Authority. Borrower has all requisite legal and other power and
authority to execute and deliver this Agreement and to carry out and perform its other obligations
hereunder.



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     5. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail
shall be equally effective as delivery of a manually executed counterpart of this Amendment.



     IN WITNESS THEREOF, this Amendment has been executed by the undersigned as of the day, month
and year first above written.



	 	 	 	 	 
	 	Ladenburg Thalmann Financial Services Inc.

 	 
	 	By:  	/s/ Richard J. Lampen
 	 
	 	 	Name:  	Richard J. Lampen 	 
	 	 	Title:  	President and CEO 	 
	 



	 	 	 	 	 
	 	Frost Nevada Investments Trust

 	 
	 	By:  	/s/ Phillip Frost, M.D.
 	 
	 	 	Name:  	Phillip Frost, M.D. 	 
	 	 	Title:  	Trustee 	 
	 




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