exv10w23






Exhibit 10.23




FIRST AMENDMENT TO LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY)




     THIS FIRST AMENDMENT TO LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY) (this
“Amendment”) made and entered into as of November 3, 2008, by and between: PIPER JAFFRAY &
CO., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association (“Lender”); has reference to the following facts and circumstances (the
“Preambles”):



     A. Borrower and Lender entered into the Loan Agreement (Broker-Dealer VRDN Facility) dated as
of September 30, 2008 (as amended, the “Agreement”; all capitalized terms used and not
otherwise defined in this Amendment shall have the respective meanings ascribed to them in the
Agreement as amended by this Amendment).



     B. Borrower and Lender desire to amend the Agreement in the manner 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
hereby agree as follows:



     1. Preambles. The Preambles are true and correct, and, with the defined terms set
forth herein, are incorporated herein by this reference.



     2. Amendment to Agreement. The Agreement is amended as follows:




(a) The following definition of “Fed Funds” is added to Section 1 of the Agreement in the
correct alphabetical order:




     “Fed Funds Rate shall mean an annual rate equal to the Fed Funds Rate
reported by Garban-Intercapital (or any other interest rate reporting service from
time to time used by Lender) at or about 2:00 p.m. (Central time) on each Banking Day
for purchasing overnight federal funds in the national market, adjusted for any
reserve requirement and any subsequent costs arising from a change in government
regulation, which rate shall fluctuate as and when said reported rate shall change.”




	 	(b)	 	The first sentence of Section 6 of the Agreement is deleted and replaced with the
following:







“Borrower shall pay interest to Lender on the aggregate unpaid principal amounts of
each Advance from time to time outstanding at an annual rate quoted by Lender equal to
the Applicable Margin plus either the (a) Cost of Funds Rate, or (b) Fed Funds
Rate.”



     3. References. All references in the Note, the Collateral Pledge Agreement, and the
other Credit Documents to “the Loan Agreement (Broker-Dealer VRDN Facility)”, and any other
references of similar import shall henceforth mean the Agreement as amended by this Amendment.



     4. Full Force and Effect. Except to the extent specifically amended by this
Amendment, all of the terms, provisions, conditions, covenants, representations and warranties
contained in the Agreement shall be and remain in full force and effect and the same are hereby
ratified and confirmed.



     5. Continuing Security. The Agreement, as hereby amended, and the Note, are, and
shall continue to be, secured by the Collateral Pledge Agreement.



     6. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns, except that Borrower
may not assign, transfer or delegate any of its rights or obligations under the Agreement as
amended by this Amendment.



     7. Representations and Warranties. Borrower hereby represents and warrants to Lender
that:




(a) the execution, delivery and performance by Borrower of this Amendment are within the
corporate powers of Borrower, have been duly authorized by all necessary corporate action and
require no action by or in respect of, consent of or filing or recording with, any
governmental or regulatory body, instrumentality, authority, agency or official or any other
person or entity;



 









 






(b) the execution, delivery and performance by Borrower of this Amendment do not conflict
with, or result in a breach of the terms, conditions or provisions of, or constitute a
default under or result in any violation of, the terms of the Certificate or Articles of
Incorporation or By-Laws of Borrower, any applicable law, rule, regulation, order, writ,
judgment or decree of any court or governmental or regulatory body, instrumentality
authority, agency or official or any agreement, document or instrument to which Borrower is a
party or by which Borrower or any of its property or assets is bound or to which Borrower or
any of its property is subject;




(c) this Amendment has been duly executed and delivered by Borrower and constitutes the
legal, valid and binding obligation of Borrower enforceable against Borrower in accordance
with its terms, except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law);




(d) all of the representations and warranties made by Borrower in the Agreement, the Note,
the Collateral Agreement, and the other Credit Documents are true and correct in all material
respects on and as of the date of this Amendment as if made on and as of the date of this
Amendment; and




(e) as of the date of this Amendment, Borrower is in compliance with all provisions of the
Agreement, the Note, the Collateral Agreement, and the other Credit Documents.



     8. Inconsistency. In the event of any inconsistency or conflict between this
Amendment and the Agreement, the terms, provisions and conditions contained in this Amendment shall
govern and control.



     9. Conditions. Notwithstanding any provision contained in this Amendment to the
contrary, this Amendment shall not be effective unless and until Lender shall have received: (a)
this Amendment, duly executed by Borrower; and (b) such other documents and information as
reasonably required by Lender.



     IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as of the day and year
first above written.



(SIGNATURES ON FOLLOWING PAGE)






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SIGNATURE PAGE-

FIRST AMENDMENT TO LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY)




	 	 	 	 	 
	 	Borrower:



PIPER JAFFRAY & CO.

 	 
	 	By:  	/s/ Debbra L. Schoneman
 	 
	 	 	Debbra L. Schoneman, Chief Financial Officer 	 
	 	 	 	 
	 
	 	By:  	     /s/ Timothy L. Carter
 	 
	 	 	Timothy L. Carter, Treasurer 	 
	 	 	 	 
	 	Lender:



U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Katherine K. Miller
 	 
	 	 	Katherine K. Miller, Senior Vice President 	 
	 	 	 	 
	 




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