Exhibit 10.12



AMENDED AND RESTATED

CREDIT AGREEMENT

by and between

LaBRANCHE & CO. LLC

AND

THE BANK OF NEW YORK

Dated as of October 31, 2002



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TABLE OF CONTENTS

|                                                                                                                |               |    |                                                  | Page
|--------------------------------------------------------------------------------------------------------------- | ------------- | -- | ------------------------------------------------ | ----
|ARTICLE 1.    ACCOUNTING TERMS, DETERMINATION OF MARKED TO MARKET VALUE,
                           DEFINITIONS |               | 1 
|                                                                                                                | Section 1.1.  |    | Accounting Terms                                 |     
|                                                                                                                | Section 1.2.  |    | Determination of Marked to Market Value          |     
|                                                                                                                | Section 1.3.  |    | Definitions                                      |     
|                                                                                                                | Section 1.4.  |    | Interpretation                                   |     
|ARTICLE 2.    LOANS                                                                                             |               | 5 
|                                                                                                                | Section 2.1.  |    | Amounts                                          |     
|                                                                                                                | Section 2.2.  |    | Notice of Borrowing; Note                        |     
|                                                                                                                | Section 2.3.  |    | Termination or Reduction of Commitment           |     
|                                                                                                                | Section 2.4.  |    | Increase of Commitment                           |     
|                                                                                                                | Section 2.5.  |    | Use of Proceeds                                  |     
|                                                                                                                | Section 2.6.  |    | Commitment Fee                                   |     
|                                                                                                                | Section 2.7.  |    | Interest                                         |     
|                                                                                                                | Section 2.8.  |    | Repayments; Rollovers                            |     
|                                                                                                                | Section 2.9.  |    | Payments                                         |     
|                                                                                                                | Section 2.10. |    | Capital Adequacy                                 |     
|                                                                                                                | Section 2.11. |    | Extension of Termination Date                    |     
|ARTICLE 3.    REPRESENTATIONS AND WARRANTIES                                                                    |               | 8 
|                                                                                                                | Section 3.1.  |    | Representations and Warranties                   |     
|ARTICLE 4.    CONDITIONS OF LENDING                                                                             |               | 11
|                                                                                                                | Section 4.1.  |    | Conditions to Effectiveness and the Initial Loan |     
|                                                                                                                | Section 4.2.  |    | Conditions to Each Loan                          |     
|ARTICLE 5.    COVENANTS                                                                                         |               | 12
|                                                                                                                | Section 5.1.  |    | Affirmative Covenants                            |     
|                                                                                                                | Section 5.2.  |    | Negative Covenants                               |     
|ARTICLE 6.    EVENTS OF DEFAULT                                                                                 |               | 17
|                                                                                                                | Section 6.1.  |    | Events of Default                                |     

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|                               |               |    |                                                                      | Page
|------------------------------ | ------------- | -- | -------------------------------------------------------------------- | ----
|ARTICLE 7.    OTHER PROVISIONS |               | 19
|                               | Section 7.1.  |    | Release of Collateral                                                |     
|                               | Section 7.2.  |    | Expenses and Indemnification                                         |     
|                               | Section 7.3.  |    | Covenants to Survive                                                 |     
|                               | Section 7.4.  |    | Binding Agreement                                                    |     
|                               | Section 7.5.  |    | Amendments and Waivers                                               |     
|                               | Section 7.6.  |    | No Waiver                                                            |     
|                               | Section 7.7.  |    | Notices                                                              |     
|                               | Section 7.8.  |    | Section Headings                                                     |     
|                               | Section 7.9.  |    | Severability                                                         |     
|                               | Section 7.10. |    | Entire Agreement                                                     |     
|                               | Section 7.11. |    | Consent to Jurisdiction; Service of Process, Waiver of Trial by Jury |     
|                               | Section 7.12. |    | Governing Law                                                        |     
|                               | EXHIBITS      |    |                                                                      |     
|                               | Exhibit A     |    | Promissory Note                                                      |     
|                               | Exhibit B     |    | Security Agreement                                                   |     
|                               | Exhibit C     |    | Opinion of Counsel                                                   |     
|                               | Exhibit D     |    | Compliance Certificate                                               |     

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AMENDED AND RESTATED CREDIT AGREEMENT

Amended and Restated Credit Agreement, dated as of October 31, 2002 by and between LaBRANCHE & CO. LLC, a New York limited liability company (the
"Borrower") and THE BANK OF NEW YORK (the "Bank").

ARTICLE 1.    ACCOUNTING TERMS, DETERMINATION OF MARKED TO MARKET VALUE, DEFINITIONS

Section 1.1.Accounting Terms.

Unless
otherwise defined, all accounting terms shall be construed, and all computations or classifications of assets or liabilities and of income and expenses shall be made or
determined, in accordance with generally accepted accounting principles consistently applied.

Section 1.2.Determination of Marked to Market Value.

The
"marked to market value" of all or any portion of the Collateral (as defined in Section 1.3 hereof) shall be based upon such price thereof as is provided by Interactive Data
Service (or such other nationally accepted pricing service as the Bank may select);provided,however,
that if trading is suspended in any Specialist Security (as defined in Section 1.3 hereof) which comprises all or part of the Collateral:



Section 1.3.Definitions.

As
used herein, in the Note (as defined in this Section 1.3) and, except as otherwise defined, in any certificate, document or report delivered pursuant hereto or thereto, the
following terms shall have the following meanings:

"Affiliate"shall mean any member of the Borrower, or any Person directly or indirectly controlling, controlled by or under common control
with the Borrower, or any member of the Borrower.

"Agreement"shall mean this Credit Agreement as the same may from time to time be amended, supplemented or otherwise modified.

"AMEX"shall mean the American Stock Exchange, Inc.

"Bank"shall mean The Bank of New York.

"Borrower"shall mean LaBranche & Co. LLC, a New York limited liability company.

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"Borrowing Base"shall mean, at any time, an amount equal to the sum of the Specialist Borrowing Base at such time plusthe Non-Specialist Borrowing Base at such time.

"Borrowing Date"shall mean the date on which the Bank makes any Loan.

"Broker Call Rate"shall mean the rate established from time to time by the Bank in its sole discretion as its broker loan rate.

"Business Day"shall mean any day other than a day on which commercial banks in New York, New York are required or permitted by law to
close.

"Certificate of Conversion"shall mean the Certificate of Conversion of Limited Partnership to Limited Liability Company of the Borrower
(and any amendments thereto), filed with the Secretary of State of the State of New York pursuant to Section 1006 of the New York Limited Liability Company Law, on June 30, 2000.

"CFTC"shall mean the Commodity Futures Trading Commission, or any regulatory body which succeeds to the functions thereof.

"Close of Business"shall mean 5PM on any Business Day.

"Collateral"shall mean all Specialist Securities and/or Non-Specialist Securities in which the Bank has a security interest
and upon which the Bank has a lien pursuant to the Security Agreement as collateral security for the payment and performance of all obligations and liabilities of the Borrower hereunder and under the
other Loan Documents.

"Collateral Value"shall mean, at any time, the aggregate marked to market value at such time of all Collateral at such time.

"Commitment"shall mean $200,000,000, as the same may be (a) reduced from time to time pursuant to
Section 2.3(a)(ii) hereof and/or (b) increased pursuant to Section 2.4 hereof.

"Concentration Base"shall mean, at any time, an amount equal to 20% of the Collateral Value at such time, provided that in the case of
Collateral consisting of any stock being a component of the Standard & Poor's 500 Index, such percentage shall be 30%.

"Counsel to the Borrower"shall mean Fulbright & Jaworski L.L.P.

"Default"shall mean an event or condition which would constitute an Event of Default with the giving of notice or the lapse of time, or
both.

"Dollar"and the sign "$" shall mean lawful money of the United States of America.

"DSRO"shall mean the self-regulatory organization designated as the designated self-regulatory organization of
the Borrower pursuant to a plan filed with the CFTC Pursuant to Regulation 1.52 under the Commodity Exchange Act, as amended.

"DTC"shall mean Depository Trust Company.

"ERISA"shall mean the Employee Retirement Income Security Act of 1974 and all rules and regulations promulgated pursuant thereto, as the
same may from time to time be supplemented or amended.

"Event of Default"and"Events of Default"shall have the meanings assigned thereto in
Section 6.1 hereof.

"Financial Statements"shall mean the audited consolidated financial statements of the Parent for the year ended December 31, 2001.

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"FOCUS Report"shall mean a Financial and Operational Combined Uniform Single Report required to be filed on a monthly or quarterly basis,
as the case may be, with the SEC or the NYSE, or, if the Borrower is registered as a futures commission merchant with the CFTC, the DSRO or the NFA, any report which is required in lieu of such
report.

"Governmental Authority"means any foreign, federal, state, municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

"Indebtedness"of any Person shall mean (a) all indebtedness of such Person for borrowed money or for the deferred purchase price
of property, (b) all obligations of such Person for the payment of rent or hire of property of any kind whatsoever under leases or lease arrangements which under generally accepted accounting
principles are required to be capitalized, (c) all obligations of such Person under conditional sales or other title retention agreements, and (d) all indebtedness for borrowed money
secured by any lien upon property owned by such Person (whether or not the holder of such indebtedness has any recourse against such Person).

"Loan"and"Loans"shall have the meanings assigned thereto in Section 2.1 hereof.

"Loan Document"shall mean any one of the Loan Documents.

"Loan Documents"shall mean, collectively, this Agreement, the Note, the Security Agreement and all other agreements, documents,
instruments and/or certificates executed and/or delivered pursuant hereto or thereto or in connection herewith or therewith.

"Maturity Date"shall mean with respect to a Loan the Business Day immediately succeeding the Borrowing Date of such Loan, as such
Maturity Date may be extended as provided in Section 2.8(a).

"NFA"shall mean the National Futures Association or any other registered futures association which succeeds to the functions of the
National Futures Association.

"Non-Specialist Borrowing Base"shall mean, at any time, an amount equal to 50% of the aggregate marked to market value at
such time of all Non-Specialist Securities which comprise all or part of the Collateral at such time.

"Non-Specialist Loans"shall mean Loans, the proceeds of which are or are to be used for the purpose described in
Section 2.5(b) hereof.

"Non-Specialist Securities"shall mean all securities, investment property and other financial assets (a) for which the
Borrower is not acting as a specialist on the NYSE pursuant to the rules and regulations of the NYSE and (b) which (i) are acceptable to the Bank, (ii) are listed on the NYSE and
(iii) were in the account of the Borrower with DTC immediately prior to the grant by the Borrower to the Bank of a security interest therein and a lien thereupon pursuant to the Security
Agreement.

"Note"shall mean a promissory note substantially in the form of Exhibit A attached hereto as the same may from time to time be
replaced, amended, supplemented or otherwise modified.

"Note Purchase Agreements"shall mean the several Note Purchase Agreements, each dated June 3, 1998, among the Borrower and the
purchasers party thereto, as the same may be amended, modified or supplemented from time to time.

"NYSE"shall mean the New York Stock Exchange, Inc.

"Obligations"shall have the meaning assigned thereto in the Security Agreement.

"Option"shall have the meaning assigned thereto in Section 2.4 hereof.

"Operating Agreement"shall mean the Operating Agreement, dated as of June 30, 2000, of LaBranche & Co. LLC.

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"Parent"shall mean LaBranche & Co Inc., a Delaware corporation.

"PBGC"shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and each successor
thereto.

"Person"shall mean any individual, firm, partnership, limited liability company, joint venture, corporation, association, business
enterprise, joint stock company, unincorporated association, trust,
Governmental Authority or any other entity, whether acting in an individual, fiduciary, or other capacity.

"Plan"shall mean any employee benefit plan or other plan maintained for employees of the Borrower or any Subsidiary of the Borrower
covered by Title I of ERISA.

"SEC"shall mean the Securities and Exchange Commission and each successor thereto.

"Security Agreement"shall mean the Security Agreement substantially in the form of Exhibit B attached hereto as the same may from
time to time be amended, supplemented or otherwise modified.

"Special Counsel"shall mean Bryan Cave LLP.

"Specialist Borrowing Base"shall mean, at any time, an amount equal to 70% of the aggregate marked to market value at such time of all
Specialist Securities which comprise all or part of the Collateral at such time.

"Specialist Loans"shall mean Loans, the proceeds of which are or are to be used for the purpose described in Section 2.5(a)
hereof.

"Specialist Securities"shall mean all securities, investment property and other financial assets (a) for which the Borrower is
acting as a specialist on the NYSE pursuant to the rules and regulations of the NYSE and (b) which (i) are listed on the NYSE and (ii) were in the account of the Borrower with DTC
immediately prior to the grant by the Borrower to the Bank of a security interest therein and a lien thereupon pursuant to the Security Agreement.

"Specialist Security"shall mean any one of the Specialist Securities.

"Subsidiary"shall mean, with respect to any Person, any corporation, partnership, joint venture, firm or other Person or entity of which
more than 50% of the outstanding shares of stock of each class having ordinary voting power or other equity interests is at the time owned by such Person and/or by one or more Subsidiaries of such
Person;provided,however, that (a) a partnership (general or limited) shall also be a "Subsidiary"if
such Person and/or one or more of such Person's Subsidiaries own more than 50% of the equity interests owned by all managing partners or
managing general partners, if any, thereof, and (b) a limited partnership shall also be a"Subsidiary"if such Person and/or one or more of such
Person's Subsidiaries own more than 50% of the equity interests owned by all general partners thereof.

"Termination Date"shall mean the later of (i) October 31, 2003 or (ii) the date to which the Termination Date may be
extended pursuant to Section 2.11 hereof.

Section 1.4.Interpretation.

Terms
defined in the singular shall have a comparable meaning when used in the plural, unless otherwise defined in the plural. The words "hereof", "herein", "hereto", "hereunder" and
similar expressions mean and refer to this Agreement and not to any portion or provision of this Agreement.

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ARTICLE 2.    LOANS

Section 2.1.Amounts.

Subject
to the terms and conditions contained in this Agreement, the Bank agrees to make loans (each, a"Loan"and, collectively, "Loans")to the Borrower from
time to time prior to the Termination Date in an aggregate principal amount not exceeding at any one time outstanding the
lesser of the Commitment or the Borrowing Base;provided,however, that (a) the aggregate
outstanding principal amount of all Specialist Loans shall not exceed the Specialist Borrowing Base and (b) the aggregate outstanding principal amount of all Non-Specialist Loans
shall not exceed the Non-Specialist Borrowing Base. Prior to the Termination Date, the Borrower may use the Commitment by borrowing, repaying and reborrowing all in accordance with the
terms and conditions of this Agreement.

Section 2.2.Notice of Borrowing; Note.

When
the Borrower desires to borrow a Loan, it shall give the Bank irrevocable written or fax notice of its intention to borrow under this Article II not later than one hour
before the Close of Business on the date of a proposed borrowing, specifying (a) the date of the proposed borrowing (which shall be a
Business Day), (b) the amount to be borrowed (which shall be an integral multiple of $1,000,000), and (c) whether such borrowing is to be a Specialist Loan or a
Non-Specialist Loan. The Loans shall be evidenced by the Note. The Note shall be dated the date of the first borrowing hereunder and shall be payable to the order of the Bank in the
principal amount of the Commitment or the aggregate unpaid principal amount of all Loans made to the Borrower by the Bank, whichever is less. The date of each borrowing, the principal amount thereof
and the aggregate principal amount of Loans outstanding thereunder may be recorded by the Bank on the schedule attached to the Note, but the failure of the Bank so to record shall not affect any of
the Borrower's obligations and liabilities hereunder or under any other Loan Document. The aggregate unpaid principal amount of Loans set forth on such schedule shall, absent manifest error, be
conclusive evidence of the principal amount owing and unpaid thereon.

Section 2.3.Termination or Reduction of Commitment.

(a)Borrower's Option.

At
the Borrower's option, and upon prior written or fax notice to the Bank at least five (5) Business Days prior to the end of any calendar quarter, the Borrower, without premium
or penalty, may permanently, as of the first day of the immediately succeeding calendar quarter:



Any
notice of termination or reduction of the Commitment under this Section 2.3(a) shall specify that the Commitment is being terminated in full or reduced in part, the date of such termination
or reduction (which shall be a Business Day) and, in the case of a reduction, (x) the amount of the reduction and (y) the amount of the payment pursuant to Section 2.3(a)(ii)(A)
hereof which is to be applied to Specialist Loans and/or Non-Specialist Loans (provided that if the Borrower does not make the specification required by this clause (y), such
payment shall be applied first to the then aggregate

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outstanding
principal amount of all Specialist Loans and, thereafter, to the then aggregate outstanding principal amount of all Non-Specialist Loans).

Section 2.4.Increase of Commitment.

If,
after the date hereof, the NYSE allocates to the Borrower the right to make a market as a specialist (pursuant to the rules and regulations of the NYSE) in any additional security
listed on the NYSE, the Borrower shall have the option (the "Option"), exercisable once during the term of this Agreement, to increase the Commitment by an amount which is equal to or less than 10% of
the Commitment immediately prior to the Borrower's exercise of the Option. If the Borrower desires to exercise the Option, it shall give the Bank at least three (3) Business Days' prior
irrevocable written or fax notice of its intention to exercise the Option, which notice (a) shall specify the date (which shall be a Business Day on or after the day on which such allocation
becomes effective) on which the Commitment is to be increased and the amount of the increase in the Commitment, and (b) shall be accompanied by (i) evidence satisfactory to the Bank and
its counsel of such allocation by the NYSE (which evidence shall indicate the date of effectiveness of such allocation) and (ii) if the Borrower has theretofore executed and delivered to the
Bank a Note, a new Note, duly executed by the Borrower, in the amount of the increased Commitment.

Section 2.5.Use of Proceeds.

The
proceeds of the Loans shall be used by the Borrower (a) to finance the specialist security positions of the Borrower, (b) to finance the "purchasing" or "carrying" by
the Borrower of "margin stock" other than specialist security positions (the terms "purchasing", "carrying" and "margin stock" being as defined in Regulation U promulgated by the Board of
Governors of the Federal Reserve System) or (c) to reduce or retire a Loan outstanding hereunder.

Section 2.6.Commitment Fee.

The
Borrower shall pay to the Bank on the last Business Day of each calendar quarter, commencing on the first such day following the date hereof, a commitment fee at the rate of .25% per
annum (calculated on the basis of a 360 day year for the actual number of days involved) on the average daily unused amount of the Commitment during the quarter (or portion thereof) ending on
the date such payment is due. Any such fee payable with respect to the quarter in which the Commitment is terminated pursuant to Section 2.3(a)(i), 2.3(b) or 6.1 hereof shall be paid on the
date of such termination.

Section 2.7.Interest.

Each
Loan shall bear interest at a rate per annum equal to the Broker Call Rate, but in no event in excess of the maximum rate permitted by law. Interest shall be payable
(a) monthly on the last Business Day of each month, commencing on the last Business Day of the month in which the initial Loan is made, and (b) at maturity. Notwithstanding the
foregoing, all principal payments due on Loans which are in default shall bear interest, payable on demand, from the date of default until paid (whether before or after judgment) at a rate per annum
equal to the Broker Call Rate plus two percent (2%). Interest shall be calculated on the basis of a 360 day year for the actual number of days involved. The interest rate shall change on the
effective date of any change in the Broker Call Rate;provided,however, that the Bank shall have no
obligation to notify the Borrower of such change in the Broker Call Rate.

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Section 2.8.Repayments; Rollovers.



Section 2.9.Payments.

All
payments hereunder, under the Note and under the other Loan Documents shall be made in federal or other immediately available funds. The Bank is hereby authorized to charge the
Borrower's deposit account maintained at the Bank for each payment of interest and fees due hereunder and under the Note. If any payment under this Agreement or any other Loan Document becomes due and
payable on a day other than a Business Day, the date of such payment shall be extended to the next

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succeeding
Business Day, and interest thereon (to the extent permitted by law) shall be payable for the extended time.

Section 2.10.Capital Adequacy.



Section 2.11.Extension of Termination Date.

The
Borrower may request an extension of any Termination Date for an additional 364 days by notice to the Bank not less than 30 (nor more than 90) days prior to such
Termination Date. If the Bank agrees to extend such Termination Date, it shall give notice to the Borrower not later than 20 days prior to such Termination Date and the Termination Date shall
be extended for 364 days. If the Bank, in its sole discretion, refuses to consent to, or fails to respond to, an extension request, the Commitment shall terminate on the
then-effective Termination Date, and on such Termination Date there shall be due to the Bank all unpaid principal of, and all accrued and unpaid interest on, all Loans, and all other
amounts due to the Bank hereunder.

ARTICLE 3.    REPRESENTATIONS AND WARRANTIES

Section 3.1.Representations and Warranties.

The
Borrower represents and warrants to the Bank as follows:



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ARTICLE 4.    CONDITIONS OF LENDING

Section 4.1.Conditions to Effectiveness and the Initial Loan.

This
Agreement shall not be effective and the Bank shall have no obligation to make the initial Loan until the following conditions precedent have been fulfilled:



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Section 4.2.Conditions to Each Loan.

The
obligation of the Bank to make any Loan (including the initial Loan) is subject to the fulfillment of the following conditions:



ARTICLE 5.    COVENANTS

Section 5.1.Affirmative Covenants.

So
long as the Borrower may borrow under this Agreement, and until payment in full of the Note and all amounts payable hereunder and under all other Loan Documents and performance of all
other obligations of the Borrower hereunder and under all other Loan Documents, the Borrower will, unless the Bank shall otherwise consent in writing:



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Section 5.2.Negative Covenants.

So
long as the Borrower may borrow under this Agreement, and until payment in full of the Note and all other amounts payable hereunder and under all other Loan Documents and performance
of all other obligations of the Borrower hereunder and under all other Loan Documents, the Borrower will not, unless the Bank shall otherwise consent in writing:



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ARTICLE 6.    EVENTS OF DEFAULT

Section 6.1.Events of Default.

If
any one or more of the following events (each, an"Event of Default"and, collectively,"Events of
Default")shall occur:



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then,
upon the happening of any of the foregoing Events of Default which shall be continuing, all obligations of the Bank to make further Loans shall terminate and the Loans and the Note and all
amounts payable pursuant to each Loan Document shall become immediately due and payable upon written or fax declaration to that effect given by the Bank to the Borrower; provided,however, that upon the occurrence of any Event of Default specified in Section 6.l(f)
hereof, all obligations of the Bank to make further Loans shall automatically terminate, and the Loans and the Note and all amounts payable pursuant to each Loan Document shall automatically become
immediately due and payable. The Borrower expressly waives any presentment, demand, protest, notice of protest or other

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notice
of any kind. The Bank may proceed to enforce its rights, whether by suit in equity or by action at law, whether for specific performance of any covenant or agreement contained in this
Agreement, the Note or any other Loan Document, or in aid of the exercise of any power granted in this Agreement, the Note or any other Loan Document, or proceed to obtain judgment or any other relief
whatsoever appropriate to the enforcement of its rights, or proceed to enforce any other legal or equitable right which the Bank may have by reason of the occurrence of any Event of Default.

ARTICLE 7.    OTHER PROVISIONS

Section 7.1.Release of Collateral.

If
requested by the Borrower, the Bank shall, at the Borrower's expense, release from the Bank's security interest and lien pursuant to the Security Agreement such of the Collateral as
the Borrower may request the Bank to so release, provided that (a) the Borrower makes such request in writing to the Bank not less than one (1) Business Day prior to the requested date
of release, specifying the requested date of release (which shall be a Business Day) and the Collateral to be released, and (b) at the time of, and after giving effect to, such release,
(i) the aggregate outstanding principal amount of all Specialist Loans shall not exceed the Specialist Borrowing Base, (ii) the aggregate outstanding principal amount of all
Non-Specialist Loans shall not exceed the Non-Specialist Borrowing Base, (iii) the aggregate outstanding principal amount of all Loans shall not exceed the Borrowing
Base, and (iv) the marked to market value of the Specialist Securities and/or Non-Specialist Securities of any one issuer which comprise part of the Collateral shall not exceed the
Concentration Base.

Section 7.2.Expenses and Indemnification.



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Section 7.3.Covenants to Survive.

All
covenants, agreements, warranties and representations made herein, in the Note, in all other Loan Documents and in all certificates or other documents delivered in connection
herewith or therewith shall survive the advances of money made by the Bank to the Borrower hereunder and the delivery of the Note.

Section 7.4.Binding Agreement.

All
covenants, agreements, warranties and representations made herein, in the Note, in all other Loan Documents and in all certificates or other documents delivered in connection
herewith or therewith shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and permitted assigns, whether or not so expressed, except that the
Borrower may not assign or transfer any of its rights or delegate any of its duties under this Agreement or any other Loan Document without the prior written consent of the Bank, and any attempted
assignment, transfer or delegation without such consent shall be null and void.

Section 7.5.Amendments and Waivers.

Neither
this Agreement nor the Note nor any other Loan Document nor any term, covenant or condition hereof or thereof may be changed, waived, discharged, modified or terminated except by
a writing executed by the parties hereto or thereto.

Section 7.6.No Waiver.

No
failure on the part of the Bank to exercise, and no delay in exercising, any right, remedy or power hereunder or under any other Loan Document shall preclude any other or future
exercise thereof, or the exercise of any other right, remedy or power.

Section 7.7.Notices.

Except
as otherwise provided herein, all notices, requests, consents, demands and other communications hereunder shall be in writing and shall be mailed by first class registered or
certified mail or delivered personally to the respective parties to this Agreement as follows:



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All
such notices, requests, consents, demands and other communications shall be effective upon receipt (in the case of personal delivery) or, if mailed, 3 Business Days after the day of deposit in the
mails, except that the notices to the Bank under Article II hereof shall not be effective until received by the Bank. The Bank may, without the necessity of independent investigation, rely on
any notice which the Bank believes to be genuine and to have been given or signed by a Person authorized to do so.

Section 7.8.Section Headings.

Section
and subsection headings have been inserted herein for convenience of reference only and shall not be construed as part of this Agreement.

Section 7.9.Severability.

Every
provision of this Agreement and the other Loan Documents is intended to be severable, and if any term or provision of this Agreement, any other Loan Document, or any other document
delivered
in connection herewith or therewith shall be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions hereof and thereof shall
not in any way be affected or impaired thereby.

Section 7.10.Entire Agreement.

All
Exhibits and Schedules to this Agreement shall be annexed hereto and shall be deemed to be part of this Agreement. This Agreement and the Exhibits and Schedules attached hereto
embody the entire agreement and understanding between the Borrower and the Bank and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 7.11.Consent to Jurisdiction; Service of Process, Waiver of Trial by Jury.



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Section 7.12.Governing Law.

This
Agreement and the other Loan Documents are being delivered, and are intended to be performed, in the State of New York and shall be construed and enforceable in accordance with, and
governed by, the laws of the State of New York other than those relating to conflict of laws.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

| |  | LABRANCHE & CO. LLC
| |  | -------------------
| |  | By:                

| |  | THE BANK OF NEW YORK
| |  | --------------------
| |  | By:                 

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