First Amendment to Credit Agreement and Waiver



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER 
 THIS
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of August 12, 2011 by and among PIPER JAFFRAY COMPANIES (the “Borrower”), each of the Subsidiaries of the Borrower a party
hereto, each of the banks and other financial institutions a party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”). 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated
as of December 29, 2010 (as in effect immediately prior to the date hereof, the “Credit Agreement”); and 
 WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement, and the Borrower has requested that the Lenders provide a limited waiver
to the Borrower, in each case on the terms and conditions contained herein. 
 NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 
 Section 1. Amendments to Credit Agreement. 
 (a) The Credit Agreement is hereby amended by inserting the following new definition in Section 1.1 thereof in the appropriate alphabetical order: 

“‘Investment Vehicle’ shall mean any limited partnership, limited liability company,
registered investment company or other entity formed for the purposes of investing in Securities (i) of which the Borrower or any of its Subsidiaries is the general partner, manager or investment manager, (ii) in which individuals,
institutions or other Persons may invest by acquiring Capital Stock of such limited partnership, limited liability company, registered investment company or other entity and (iii) which, but for the last sentence in the definition of
“Subsidiary”, would otherwise be a Subsidiary of the Borrower.” 
 (b) The Credit Agreement is
hereby further amended by deleting the definition of “Subsidiary” in Section 1.1 thereof and replacing such definition in its entirety with the following: 

“‘Subsidiary’ shall mean, with respect to any Person (the
“parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated 







 
with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date. Unless otherwise indicated, all
references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower. Notwithstanding the foregoing, neither the Foundation nor any Investment Vehicle shall be a Subsidiary of the Borrower or any of its Subsidiaries for purposes of
this Agreement or any other Loan Document.” 
 (c) The Credit Agreement is hereby amended by deleting the
penultimate sentence of the definition of “Indebtedness” in Section 1.1 thereof and replacing such sentence in its entirety with the following: 

“The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or joint venturer, except (a) to the extent that the terms of such Indebtedness provide that such Person is not liable therefor, or (b) for any Indebtedness consisting of over-night or other short
term borrowings incurred by any Investment Vehicle and secured by Securities of such Investment Vehicle.” 

(d) The Credit Agreement is hereby further amended by (i) deleting the word “and” at the end of clause
(g) in Section 5.1 thereof, (ii) renumbering existing clause (h) in Section 5.1 as a new clause (i) and (iii) adding the following new clause (h) to Section 5.1 in the appropriate alphabetical order:

 “(h) at the time each Compliance Certificate is required to be delivered in accordance
with clause (c) immediately above, an updated list of all Investment Vehicles (containing (x) information comparable to that required to be set forth on Schedule 4.14 with respect to the Subsidiaries of the Borrower on the Closing
Date and (y) the date on which each such Investment Vehicle was created, formed or acquired), together with such other information related to such Investment Vehicles as the Administrative Agent or any Lender shall reasonably request; and”

 (e) The Credit Agreement is hereby further amended by adding the following new Section 7.16 thereto:

 “Section 7.16. Investment Vehicles. 

(a) The Borrower shall not cause or permit the proceeds of any Revolving Loans to be used for the purpose of providing any
Investment in or to any Investment Vehicle. 
 (b) Notwithstanding anything to the contrary herein, including
Section 7.4, the Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist any Investment in any Investment Vehicle; provided, that, so long as no


  

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Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may make and maintain Investments in one or more Investment Vehicles in an amount not to exceed $75,000,000 in
the aggregate for all Investment Vehicles at any time outstanding. 
 For purposes of determining the amount of
any Investment under this Section 7.16, such amount shall be deemed to be the fair market value of such Investment when made less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to
exceed the original amount invested).” 
 (f) For purposes of the Credit Agreement, the parties to this
Amendment confirm and agree that each Investment Vehicle shall be deemed to be an Affiliate of the Borrower and, for purposes of Section 7.7 of the Credit Agreement, any transactions with the Investment Vehicles shall comply with clause
(a) of such Section 7.7. 
 Section 2. Limited Waiver. The Borrower hereby
acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness
of this Amendment) and (ii) Piper Jaffray Municipal Opportunities Fund, L.P. and its general partner, Piper Jaffray Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit
Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive the
Specified Events of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not
waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the
Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document. 

Section 3. Conditions Precedent. This Amendment shall be effective on the date of the receipt
by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent: 
 (a) A counterpart of this Amendment duly executed by each of the Loan Parties and the Required Lenders; and 
 (b) Such other documents, instruments and agreements as the Administrative Agent may reasonably request. 
 Section 4. Representations. Each of the Borrower and the other Loan Parties represents and warrants to the Administrative Agent and the Lenders that: 

  

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 (a) Authorization. Each of the Borrower and the other Loan Parties
have the right and power, and have taken all necessary action to authorize them, to execute and deliver this Amendment and to perform their obligations hereunder and under the Credit Agreement, as amended by this Amendment, and the other Loan
Documents to which they are a party in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and the other Loan Parties and each of this Amendment and the Credit
Agreement, as amended by this Amendment, is a legal, valid and binding obligation of each Borrower enforceable against such Borrower in accordance with its respective terms. 

(b) Compliance with Laws, etc. The execution and delivery by the Borrower and the other Loan Parties of this
Amendment and the performance by the Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise:
(i) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or violate any Requirements of Law applicable to the Loan Parties or any judgment, order or ruling of any Governmental Authority;
(ii) violate or result in a default under any indenture, material agreement or other material instrument binding on the Loan Parties or any of their assets or give rise to a right thereunder to require any payment to be made by the Loan
Parties; or (iii) result in the creation or imposition of any Lien on any asset of the Loan Parties, except Liens (if any) created under the Loan Documents. 

(c) No Default. Except for the Specified Events of Default, no Default or Event of Default has occurred and is
continuing as of the date hereof, nor will any Default or Event of Default exist immediately after giving effect to the amendments and waivers contained herein. 

(d) Investment Vehicles. Schedule I attached hereto sets forth a list of all Investment Vehicles in
existence on the date hereof (after giving effect to this Amendment). 
 Section 5.
Reaffirmation of Representations by Borrower. The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan
Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full, except to the extent such representations and warranties relate to an
earlier date, in which case the Borrower reaffirms such representations and warranties as of such date. 

Section 6. Reaffirmation of Guaranty and Pledge Agreement by Subsidiary Loan Parties. 

(a) Each Subsidiary Loan Party hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders
under the Guaranty and Pledge Agreement and 

  

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agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty and Pledge Agreement, or reduce, impair or discharge the
obligations of such Subsidiary Loan Party thereunder, respectively. The parties hereto agree that nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to
modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any of the Collateral securing the Obligations. 

(b) Each Subsidiary Loan Party has duly executed and delivered this Amendment, and this Amendment constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect relating to or
affecting the enforcement of creditor’s rights generally and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). 

Section 7. Certain References. Each reference to the Credit Agreement in any of the Loan
Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. 

Section 8. Expenses. The Borrower shall reimburse the Administrative Agent and each Lender upon
demand for all reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Administrative Agent or such Lender in connection with the preparation, negotiation and execution of this Amendment and the other agreements
and documents executed and delivered in connection herewith. 
 Section 9. Benefits.
This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 
 Section 10. GOVERNING LAW. This Amendment shall be deemed to be a contract made under and governed by the laws of the State of New York (including for such purposes
Section 5-1401 and 5-1402 of the New York General Obligations Law but excluding all other choice of law and conflict of law rules). 
 Section 11. Effect. 
 (a) Except as
expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and continue to be in full force and effect. The amendment contained herein shall be deemed to have prospective application
only, unless otherwise specifically stated herein. The Credit Agreement is hereby ratified and confirmed in all respects. 
 (b) Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents, or constitute a course of
conduct or dealing among the parties. 

  

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The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. 

(c) This Amendment constitutes the entire agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall for all purposes be deemed to be a “Loan Document” under the Credit
Agreement and entitled to the benefits thereof. 
 Section 12. Release. In
consideration of the amendments contained herein, each of the Borrower and the other Loan Parties hereby waives and releases each of the Lenders, the Administrative Agent and the Issuing Bank from any and all claims and defenses, known or unknown as
of the date hereof, with respect to the Credit Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. 
 Section 13. Further Assurances. The Borrower agrees to, and to cause any Loan Party to, take all further actions and execute such other documents and instruments as the Administrative
Agent may from time to time reasonably request to carry out the transactions contemplated by this Amendment, the Loan Documents and all other agreements executed and delivered in connection herewith. 

Section 14. Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. The exchange of copies of this Amendment and of signature pages by facsimile or .pdf via email transmission shall constitute effective
execution and delivery of this Agreement as to the parties. 
 Section 15.
Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement. 
 [Signatures on following pages] 

  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Credit Agreement and Waiver to be executed as of the date first above written. 
  

			
	 THE BORROWER:

	
	PIPER JAFFRAY COMPANIES
		
	By:	 	/s/ Debbra L. Schoneman
		 	Name:
		 	Title:
	
	 THE ADMINISTRATIVE AGENT AND THE LENDERS:

	
	 SUNTRUST BANK, individually and as Administrative Agent

		
	By:	 	/s/ K. Scott Bazemore
		 	Name: K. Scott Bazemore
		 	Title: Vice-President
	
	 U.S. BANK NATIONAL ASSOCIATION, as a Lender

		
	By:	 	/s/ Katherine K. Miller
		 	Name: Katherine K. Miller
		 	Title: Senior Vice President
	
	ASSOCIATED BANK, N.A., as a Lender
		
	By:	 	 
		 	Name:
		 	Title:



  
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	FIFTH THIRD BANK, as a Lender
		
	By:	 	/s/ Matthew T. Ruschau
		 	Name: Matthew T. Ruschau
		 	Title: Commercial Portfolio Manager
	
	 PNC BANK, NATIONAL ASSOCIATION, as a Lender

		
	By:	 	/s/ Alaa Shraim
		 	Name: Alaa Shraim
		 	Title: Assistant Vice President
	
	 THE PRIVATEBANK AND TRUST COMPANY, as a Lender

		
	By:	 	/s/ Seth Hove
		 	Name: Seth Hove
		 	Title: Associate Managing Director
	
	ATLANTIC CAPITAL BANK, as a Lender
		
	By:	 	/s/ H. Glenn Little
		 	Name: H. Glenn Little
		 	Title: SVP


 [Signatures to First Amendment to Credit Agreement and Waiver – Piper Jaffray

 Companies] 

  
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	THE SUBSIDIARY LOAN PARTIES:
	
	ADVISORY RESEARCH, INC.
		
	By:	 	 /s/ Christopher Crawshaw

		 	Name: Christopher Crawshaw
		 	Title: Managing Director
	
	 FIDUCIARY ASSET MANAGEMENT
 INC.

		
	By:	 	 /s/ Timothy L. Carter

		 	Name:
		 	Title:
	
	 PIPER JAFFRAY FINANCIAL
 PRODUCTS II INC.

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	 PIPER JAFFRAY FINANCIAL
 PRODUCTS III INC.

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:


 [Signatures to First Amendment to Credit Agreement and Waiver – Piper Jaffray

 Companies] 

  
 S-3









 
			
	 PIPER JAFFRAY FINANCIAL
 PRODUCTS INC.

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	 PIPER JAFFRAY INVESTMENT
 MANAGEMENT INC.

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PIPER JAFFRAY LENDING INC.
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PIPER JAFFRAY LENDING LLC
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PIPER JAFFAY MENA (LP) INC.
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:


 [Signatures to First Amendment to Credit Agreement and Waiver – Piper Jaffray

 Companies] 

  
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	 PIPER JAFFRAY PRIVATE CAPITAL
 INC.

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PIPER JAFFRAY VENTURES INC.
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PIPER VENTURES CAPITAL, INC.
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PJC CAPITAL LLC
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	PJC CAPITAL MANAGEMENT LLC
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:


 [Signatures to First Amendment to Credit Agreement and Waiver – Piper Jaffray

 Companies] 

  
 S-5









 
			
	PIPER JAFFRAY FUNDING LLC
		
	By:	 	Piper Jaffray Companies, its Member
		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	 PIPER JAFFRAY INVESTMENT
 MANAGEMENT LLC

		
	By:	 	 Piper Jaffray Investment Management
 Inc., its Manager

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:
	
	 PIPER JAFFRAY MUNICIPAL FUND
 LLC

		
	By:	 	 Piper Jaffray Investment Management
 LLC, its Member

		
		 	 By: Piper Jaffray Investment
        Management Inc., its Manager 

		
	By:	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:


 [Signatures to First Amendment to Credit Agreement and Waiver – Piper Jaffray

 Companies] 

  
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	 PJC CONSUMER PARTNERS

ACQUISITION I, LLC

		
	 By:
	 	PJC Capital LLC, its Member
		
	 By:
	 	 /s/ Debbra L. Schoneman

		 	Name:
		 	Title:



  
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 SCHEDULE I 
 INVESTMENT VEHICLES 
  

							
	Full Legal Name	 	Type of Entity	  	Jurisdiction of
Incorporation
or 
Organization	  	Ownership
Interest
of
Borrower
	 Piper Jaffray Municipal Opportunities Fund, L.P.
  
	 	 Limited partnership

 
	  	 Delaware

 
	  	
48.98% indirect

 

	 PJC Merchant Banking Partner I, LLC
  
	 	 Limited liability company

 
	  	 Delaware

 
	  	 0%

 

	 PJC Merchant Banking Partner II, LLC
  
	 	 Limited liability company

 
	  	 Delaware

 
	  	 0%

 

	 Sightline Healthcare Fund III, L.P.
  
	 	 Limited partnership

 
	  	 Delaware

 
	  	 0%