First Amendment to Unsecured Revolving Subordinated Note



 Exhibit 10.23 
  
 FIRST AMENDMENT 
 TO 
 UNSECURED REVOLVING SUBORDINATED NOTE 
  
 THIS FIRST AMENDMENT TO the Unsecured Revolving Subordinated Note (the “Note”) is dated this 3d November 2003 (“Amendment Agreement”) by and between Deere Credit, Inc. (Deere) and FC Stone L.L.C. (Borrower), a Iowa Limited Liability Corporation (“Borrower”). 
  
 RECITALS 
  

	A.	Whereas, Deere agreed to provide Borrower a loan of $5,000,000 and Borrower and Deere entered into a Revolving Subordinated Note in the amount of $5,000,000,dated as of November 21,
2002, evidencing said loan. 

  

	B.	The Borrower has requested an increase of $2,000,000 in the loan facility and Deere has approved this request so that the parties hereto desire to amend the Note to provide for an
increase in the amount that Deere agrees to lend to Borrower from $5,000,000 to $7,000,000. 

  
 NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:

  
 1. Definitions. Capitalized terms used herein without
definition shall have the definition given to them in the Unsecured Revolving Subordinated Note, herein referenced above, or as defined by other transaction documents referenced therein, as may be amended, if so defined therein. 
  
 2. Amendments to Unsecured Revolving Subordinated Note. The
parties hereto agree that the Note shall be amended as follows: 
  

	 	2.1	The amount of the Note shale be increased from $5,000,000 (Five Million and 00/100 dollars) to $7,000,000 (Seven Million and 00/100 dollars), and 

  

	 	2.2	The first sentence of Paragraph 1 which reads as follows: 

  
 FOR VALUE RECEIVED, FC STONE, L.L.C., an Iowa Corporation, of West Des Moines, Iowa (the “Borrower”), promises to pay to
the order of Deere Credit, Inc., a Delaware corporation (the “Deere”), at Deere’s office at such place as Deere may designate in writing, the principal sum of Five Million and 00/100 DOLLARS ($5,000,000.00), together with interest as
provided in this Note, all in lawful money of the United States of America. 
  

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 Shall be amended to read as follows: 
  
 FOR VALUE RECEIVED, FC STONE, L.L.C., an Iowa Corporation, of West Des Moines, Iowa (the
“Borrower”), promises to pay to the order of Deere Credit, Inc., a Delaware corporation (the “Deere”), at Deere’s office at such place as Deere may designate in writing, the principal sum of Seven Million and 00/100 DOLLARS
($7,000,000.00), together with interest as provided in this Note, all in lawful money of the United States of America. 
  
 3. Borrower’s Representations. Borrower hereby represents and warrants that, after giving effect to this Amendment Agreement and the
transactions contemplated hereby, no Event of Default has occurred and is continuing under the Note or related Transaction Documents as defined by the Revolving Subordinated Agreement dated November 21, 2002. 
  
 4. General Provisions. 
  
 4.1 The Note, except as expressly modified herein, shall continue in
full force and effect and be binding upon the parties thereto. 
  
 4.2 The execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver of any right, power or remedy Deere may have under any of the loan documents, nor constitute a waiver of any provision of any of
the Transaction Documents, and the Note, as expressly modified hereby, and each of the other Transaction Documents, are hereby ratified and confirmed and shall continue in full force and effect and be binding upon the parties thereto. Any direct or
indirect reference in the transaction documents to the “Unsecured Revolving Subordinated Note” shall be deemed to be a reference to the Unsecured Revolving Subordinated Note as amended by this Amendment Agreement. 
  
 5. Governing Law. This Amendment Agreement shall be governed by
and construed in accordance with the laws of the State of Iowa or by the laws of the State of Illinois/New York as such may so be judicially determined. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Unsecured Revolving Subordinated Loan Note to be executed by their
duly authorized officers as of the date shown above. 
  

													
	DEER CREDIT, INC.	 	 	 	FC STONE L.L.C.
							
	By:	 	 	 	/s/    BERT D. JOHNSON        	 	 	 	By:	 	 	 	/s/    ROBERT V. JOHNSON        
	 Print Name:
	 	Bert D. Johnson	 	 	 	 Print Name:
	 	Robert V. Johnson
	 Title:
	 	Portfolio Mgr.	 	 	 	 Title:
	 	Exec. V.P. & CFO

  

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