LPL HOLDINGS, INC., as Company, LPL FINANCIAL HOLDINGS INC., as Parent Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 17, 2023Indenture • November 17th, 2023 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
INDENTURE, dated as of November 17, 2023 among LPL Holdings, Inc., a Massachusetts corporation (the “Company”), LPL Financial Holdings Inc., a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
LPL Investment Holdings Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 2nd, 2012 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
The stockholders of LPL Investment Holdings Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,500,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company. The Selling Stockholders propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to an aggregate of 1,450,000 additional shares of Stock. The aggregate of 14,500,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,450,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 he
LPL HOLDINGS, INC.,LPL Financial Holdings Inc. • February 10th, 2017 • Security & commodity brokers, dealers, exchanges & services • New York
INDENTURE Dated as of May 18, 2021 Among LPL HOLDINGS, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.375% SENIOR NOTES DUE 2031Indenture • May 18th, 2021 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
INDENTURE, dated as of May 18, 2021, among LPL Holdings, Inc., a Massachusetts corporation (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking association, as Trustee.
SEVENTH AMENDMENT dated as of July 18, 2023 among LPL FINANCIAL HOLDINGS INC., as Holdings, LPL HOLDINGS, INC., as Borrower, CERTAIN SUBSIDIARIES OF LPL FINANCIAL HOLDINGS INC., as Subsidiary Guarantors, the INCREMENTAL REVOLVING Lenders Party Hereto,...Credit Agreement • October 31st, 2023 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This SEVENTH AMENDMENT (this “Agreement”), dated as of July 18, 2023, is made by and among LPL HOLDINGS, INC., a Massachusetts corporation (the “Borrower”), LPL FINANCIAL HOLDINGS INC., a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors”; the Subsidiary Guarantors, together with Holdings, the “Guarantors”; and the Guarantors, together with the Borrower, the “Credit Parties”), each of the undersigned banks and other financial institutions party hereto as an “Incremental Revolving Lender” (as defined below), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders under the Amended Credit Agreement (as defined below) (the “Administrative Agent”) and as collateral agent for the Lenders under the Amended Credit Agreement, JPMorgan, Citibank, N.A. (“Citi”), Citizens Bank, N.A. (“Citizens”), Truist Bank (“Truist”), U.S. Bank National Association (“U.S. Bank”), as Letter of Credit Issuers
Underwriting AgreementUnderwriting Agreement • November 15th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
AGREEMENTAgreement • June 4th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 28th day of December, 2005, by and between Jonathan G. Eaton (the “Executive”) and LPL Holdings, Inc. (the “Company”) to be effective upon the Closing (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Massachusetts
THIS AGREEMENT is made as of (the “Closing Date”), by and between each of BD Investment Holdings Inc. (“Holdings”), LPL Holdings, Inc., a Massachusetts corporation (“LPL”, and together with Holdings, each a “Company”), and (the “Indemnitee”), an officer and/or director of a Company.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 18, 2007 among LPL INVESTMENT HOLDINGS INC., as Holdings, LPL HOLDINGS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole...Credit Agreement • March 31st, 2008 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 18, 2007, among LPL INVESTMENT HOLDINGS INC., a Delaware corporation (“Holdings”), LPL HOLDINGS, INC., a Massachusetts corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger and Sole Bookrunner, and Syndication Agent, MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as Administrative Agent, and MORGAN STANLEY & CO. (“MS”), as Collateral Agent.
EMPLOYEE PERFORMANCE STOCK UNIT AWARD granted under the LPL FINANCIAL HOLDINGS INC. 2021 OMNIBUS EQUITY INCENTIVE PLANEquity Incentive Plan • February 21st, 2024 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”) pursuant to and subject to the terms of the Company’s 2021 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings provided in the Plan.
EMPLOYEE RESTRICTED STOCK UNIT AWARD granted under the LPL FINANCIAL HOLDINGS INC. 2021 OMNIBUS EQUITY INCENTIVE PLANEquity Incentive Plan • February 23rd, 2023 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”) pursuant to and subject to the terms of the Company’s 2021 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings provided in the Plan.
ADVISOR RESTRICTED STOCK UNIT AWARD granted under the LPL FINANCIAL HOLDINGS INC. 2021 OMNIBUS EQUITY INCENTIVE PLANEquity Incentive Plan • November 2nd, 2021 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”) pursuant to and subject to the terms of the Company’s 2021 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings provided in the Plan.
LPL Investment Holdings Inc. Common Stock Underwriting AgreementUnderwriting Agreement • April 27th, 2011 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Goldman, Sachs & Co. J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • March 9th, 2011 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT dated as of November 23, 2010 among LPL Investment Holdings Inc., a Delaware corporation (the “Company”) and Stephanie L. Brown, Mark S. Casady, William E. Dwyer III, Robert J. Moore and Esther M. Stearns (each an “Executive” and collectively, the “Executives”).
STOCKHOLDERS’ AGREEMENT AMONG LPL INVESTMENT HOLDINGS INC. AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES DATED AS OF November 23, 2010Stockholders’ Agreement • March 9th, 2011 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
STOCKHOLDERS’ AGREEMENT dated as of November 23, 2010 among LPL Investment Holdings Inc., a Delaware corporation (“LPL”), Hellman & Friedman Capital Partners V, L.P. (“H&F Capital Partners”), Hellman & Friedman Capital Partners V (Parallel), L.P. (“H&F Parallel”), Hellman & Friedman Capital Associates V, L.P. (“H&F Capital Associates”) and TPG Partners IV, L.P. (“TPG”), together with their respective transferee Affiliates who sign a Joinder Agreement contemplated by Section 6.4 (collectively, the “Sponsors”), and Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P. and Farallon Capital Institutional Partners III, L.P. (each, individually a “Farallon Holder” and collectively, the “Farallon Holders”), together with their respective transferee Affiliates who sign a Joinder Agreement contemplated by Section 6.4 (the Farallon Holders together with the Sponsors, the “Stockholders”).
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 9th, 2011 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “Amendment”) dated as of November 23, 2010, is made by and among LPL Holdings Inc., a Massachusetts corporation (the “Company”), LPL Investment Holdings Inc., a Delaware corporation (“LPL”), Hellman & Friedman Capital Partners V, L.P. (“H&F Capital Partners”), Hellman & Friedman Capital Partners V (Parallel), L.P. (“H&F Parallel”), Hellman & Friedman Capital Associates V, L.P. (“H&F Capital Associates”) and TPG Partners IV, L.P. (“TPG”), together with their respective Permitted Transferees (collectively, the “Sponsors”), Todd A. Robinson, James S. Putnam TTEE for Putnam Family Trust Dated 1-6-99 Separate Property Trust, and Lois and David H. Butterfield (the “Founders”), and the undersigned Managers Beneficially Owning at least a majority of the Shares owned by Managers on the date hereof. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Original Agreement.
FIRST AMENDMENT ANDCredit Agreement • May 13th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
CREDIT AGREEMENT, dated as of March 29, 2012, among LPL INVESTMENT HOLDINGS INC., a Delaware corporation (“Holdings”; as hereinafter further defined), LPL HOLDINGS, INC., a Massachusetts corporation (the “Borrower”), the banks, financial institutions and other investors from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”; each as hereinafter further defined), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, a Letter of Credit Issuer and Swingline Lender.
FINANCIAL INSTITUTION STOCK UNIT AWARD granted under the LPL FINANCIAL HOLDINGS INC. 2021 OMNIBUS EQUITY INCENTIVE PLANEquity Incentive Plan • November 2nd, 2021 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”) pursuant to and subject to the terms of the Company’s 2021 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings provided in the Plan.
EMPLOYEE STOCK OPTION AWARD granted under theEmployee Stock Option Award • February 24th, 2017 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [●] (the “Optionee”) pursuant to the Company’s Amended and Restated 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [●], 20[●].
AMENDMENT AND WAIVER TO MANAGEMENT STOCKHOLDERS' AGREEMENTManagement Stockholders' Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amendment and Waiver Agreement (this “Amendment”) is entered into as of December 28, 2012 by and between LPL Financial Holdings Inc. (the “Company”) and Esther M. Stearns.
PERSONAL & CONFIDENTIALLPL Financial Holdings Inc. • April 25th, 2013 • Security & commodity brokers, dealers, exchanges & services • Massachusetts
Re: Separation Agreement and General ReleaseLPL Financial Holdings Inc. • April 28th, 2014 • Security & commodity brokers, dealers, exchanges & services • California
In connection with your separation from employment, LPL Financial Holdings Inc. (“Financial Holdings”) and LPL Financial LLC (the “Company”) are offering the terms described in this Separation Agreement and General Release (the “Separation Agreement”), provided that you execute the Separation Agreement.
ContractLPL Investment Holdings Inc. • December 11th, 2009 • Security & commodity brokers, dealers, exchanges & services • New York
AMENDMENT No. 1, dated as of December 9, 2009 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of June 18, 2007 (the “Credit Agreement”), among LPL Investment Holdings, Inc., a Delaware corporation (“Holdings”), LPL Holdings, Inc., a Massachusetts corporation (the “Borrower”), the lending institutions from time to time parties thereto (the “Lenders”), Goldman Sachs Credit Partners L.P., as sole lead arranger, sole book runner and syndication agent, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and Morgan Stanley & Co., as Collateral Agent. Capitalized terms used but not defined herein have the meanings provided for in the Credit Agreement.
LPL Holdings, Inc. Underwriting AgreementLPL Financial Holdings Inc. • November 9th, 2023 • Security & commodity brokers, dealers, exchanges & services • New York
LPL Holdings, Inc., a Massachusetts corporation (the “Company”) and wholly-owned subsidiary of LPL Financial Holdings Inc., a Delaware corporation (the “Guarantor”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $750,000,000 principal amount of its 6.750% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of November 17, 2023 (the “Base Indenture”) among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a First Supplemental Indenture to be dated as of November 17, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and will be guaranteed on a senior basis by the Guarantor (the “Guarantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • North Carolina
This Employment Agreement (this “Agreement”) is entered into this 2nd day of January, 2007, by and between UVEST Financial Services Group Inc., a North Carolina corporation (“Employer”), and Dan H. Arnold (“Employee”).
SENIOR EXECUTIVE STOCK OPTION AWARD granted under the LPL Investment Holdings Inc. 2010 OMNIBUS EQUITY INCENTIVE PLANSenior Executive Stock Option Award • November 3rd, 2010 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This stock option (the “Agreement”) is granted by LPL Investment Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Optionee”) pursuant to the Company’s 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•] , 20[•].
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 30th, 2014 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of September 24, 2014, by and between LPL Financial Holdings Inc., a Delaware corporation (f/k/a LPL Investment Holdings Inc., “LPL”), and TPG Partners IV, L.P., a Delaware limited partnership (“TPG”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Stockholders’ Agreement, dated as of November 23, 2010, by and among the Company, TPG and the other parties thereto (the “Stockholders Agreement”).
SERVICES AGREEMENTServices Agreement • July 10th, 2007 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Massachusetts
THIS SERVICES AGREEMENT (“Agreement”) is effective as of the 27th day of October, 2005, by and between (i) Linsco/Private Ledger Corp., a California corporation having its principal place of business at One Beacon Street, 22nd Floor, Boston, MA 02108 and (ii) GPA Group, Inc., a Delaware corporation having its principal place of business at One Beacon Street, 22nd Floor, Boston, MA 02108.
SUPPLEMENTAL EXECUTIVE RESTRICTED STOCK UNIT AWARDSupplemental Executive Restricted Stock Unit • February 26th, 2014 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to ____________ (the “Participant”) pursuant to the Company’s 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean February 24, 2014.
FINANCIAL INSTITUTION RESTRICTED STOCK UNIT AWARDRestricted Stock Unit • February 26th, 2014 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Participant”) pursuant to the Company’s 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].
EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2012 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 20th day of December, 2012 (the “Effective Date”), by and among Esther M. Stearns (the “Executive”), NestWise LLC (the “Company”), LPL Holdings, Inc. (“Holdings”), LPL Financial Holdings Inc. (f/k/a LPL Investment Holdings, Inc., “Financial Holdings”) and LPL Financial LLC (f/k/a LPL Financial Corporation, “LPL Financial”), companies engaged in interstate commerce.
SENIOR MANAGEMENT RESTRICTED STOCK UNIT AWARD granted under theOmnibus Equity Incentive Plan • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This award (the “Agreement”) is granted by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Participant”) pursuant to the Company's 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].
THIRD AMENDMENT, EXTENSION AND INCREMENTAL ASSUMPTION AGREEMENT dated as of November 20, 2015 among LPL FINANCIAL HOLDINGS INC., as Holdings, LPL HOLDINGS, INC., as Borrower, CERTAIN SUBSIDIARIES OF LPL FINANCIAL HOLDINGS INC., as Subsidiary...Extension and Incremental Assumption Agreement • February 25th, 2016 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This THIRD AMENDMENT, EXTENSION AND INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 20, 2015, is made by and among LPL HOLDINGS, INC., a Massachusetts corporation (the “Borrower”), LPL FINANCIAL HOLDINGS INC., a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors”; the Subsidiary Guarantors, together with Holdings, the “Guarantors”; and the Guarantors, together with the Borrower, the “Credit Parties”), each of the undersigned banks and other financial institutions which is a “Lender” or an “Additional Lender” under (and as defined in) the Amended Credit Agreement (as defined below), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders under, and as defined in, the Credit Agreement (as defined below) (the “Administrative Agent”), and also as collateral agent for the Lenders.
Form of Stock Bonus Agreement Under the Fourth Amended and Restated 2000 Stock Bonus Plan2000 Stock Bonus Plan • April 30th, 2007 • LPL Investment Holdings Inc. • Delaware
This AGREEMENT, dated as of __________, is between LPL Investment Holdings Inc. (f/k/a “BD Investment Holdings Inc.”), a Delaware corporation (“Parent”), and {__________}, Rep. #(___) (the “Registered Representative”).
ADVISOR RESTRICTED STOCK UNIT AWARDAdvisor Restricted Stock Unit • February 26th, 2014 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This agreement (the “Agreement”) evidences the grant of an award by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Participant”) pursuant to the Company’s 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].
