CONFORMED COPY] ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
ANDPurchase Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2017 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT dated June 23, 2017 (the “Agreement”) is entered into by and among Oppenheimer Holdings Inc, a Delaware corporation (the “Company”), E.A. Viner International Co., a Delaware corporation (“Viner”), Viner Finance Inc., a Delaware Corporation (“Viner Finance” and together with Viner, the “Guarantors”) and Oppenheimer & Co. Inc. (the “Initial Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2020 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This REGISTRATION RIGHTS AGREEMENT dated September 22, 2020 (the “Agreement”) is entered into by and among Oppenheimer Holdings Inc, a Delaware corporation (the “Company”), E.A. Viner International Co., a Delaware corporation (“Viner”), Viner Finance Inc., a Delaware Corporation (“Viner Finance” and together with Viner, the “Guarantors”) and Oppenheimer & Co. Inc. (the “Initial Purchaser”).
AGREEMENTAgreement • March 6th, 2013 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • Delaware
NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration (the receipt and adequacy of which is hereby acknowledged by each of the parties hereto), and in consideration of the Indemnified Party’s consenting to continue to act as a director and officer of the Corporation or, at the request of the Corporation, consenting to act as a director or officer or a person acting in a similar capacity of any other entity, the parties hereby agree each with the others as follows:
SECURITY AGREEMENT by and among OPPENHEIMER HOLDINGS INC. as Grantor, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral Agent. Dated as of September 22, 2020 TABLE OF AUTHORITIESSecurity Agreement • September 22nd, 2020 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This Security Agreement, dated as of September 22, 2020 (this “Agreement”), by and among OPPENHEIMER HOLDINGS INC., a Delaware corporation (the “Company”) and each of the Subsidiary Guarantors referred to below (together with the Company, each a “Grantor” and, collectively together with any Additional Grantors, as defined herein, the “Grantors”) in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, dated as of July 24, 2007 (this “Amendment”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “Borrower”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “Parent”), VINER FINANCE INC., a corporation formed under the laws of the State of Delaware (together with the Parent, the “Guarantors”), each of the lenders party to the Existing Credit Agreement (as defined below) (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement.
PERFORMANCE-BASED COMPENSATION AGREEMENTPerformance-Based Compensation Agreement • April 1st, 2002 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT, dated as of the 1st day of January, 2001, between FAHNESTOCK VINER HOLDINGS INC. ("Holdings") and ALBERT G. LOWENTHAL ("Lowenthal").
FIRST AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • March 6th, 2013 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
THIS FIRST AMENDMENT TO AGREEMENT OF LEASE dated as of January 29, 2013 (this “Agreement”), by and between 85 Broad Street LLC, a Delaware limited liability company, having an office c/o Metropolitan Life Insurance Company, 10 Park Avenue, Morristown, New Jersey 07962 (“Landlord”), and Viner Finance Inc., a New York corporation, having an office at 85 Broad Street, New York, NY 10004 (“Tenant”).
Date: January 2, 2003 Fahnestock & Co., Inc. 125 Broad Street New York, NY 10004 Gentlemen:Fahnestock Viner Holdings Inc • January 17th, 2003 • Security brokers, dealers & flotation companies • New York
This will confirm our agreement ("Agreement") under which we ("we", "us", "our" or "Clearing Firm") shall act as clearing broker for the accounts of customers introduced to us by you ("you", "your" or "Introducing Firm") on a fully disclosed basis as introducing broker. For the purpose of the Securities Investors Protection Act ("SIPA"), and the financial responsibility rules of the Securities and Exchange Commission ("SEC") and the Commodity Futures Trading Commission ("CFTC"), your customers shall be treated as customers of Clearing Firm and not of Introducing Firm. Capitalized terms not defined herein shall have the meanings given to them in the Asset Purchase Agreement dated December 9, 2002 ("Asset Purchase Agreement"), between the parties. You and we further agree:
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG OPPENHEIMER HOLDINGS INC. OPPENHEIMER & CO. INC. CANADIAN IMPERIAL BANK OF COMMERCE CIBC WORLD MARKETS CORP. AND CERTAIN OTHER AFFILIATES OF CANADIAN IMPERIAL BANK OF COMMERCE AND OPPENHEIMER...Asset Purchase Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of January 14, 2008 (the "Agreement"), by and among Oppenheimer Holdings Inc., a Canadian corporation ("Buyer Parent"), Oppenheimer & Co. Inc., a New York corporation and a wholly-owned indirect broker/dealer subsidiary of Buyer Parent ("Buyer"), Canadian Imperial Bank of Commerce, a Canadian chartered bank ("Seller Parent"), CIBC World Markets Corp., a Delaware corporation and a wholly-owned indirect broker/dealer subsidiary of Seller Parent (the "Company"), and CIBC World Markets plc, a public limited company organized under the laws of England and a wholly-owned direct broker/dealer subsidiary of Seller Parent ("UK Seller"). Each of Seller Parent, the Company and UK Seller is referred to herein individually as a "Seller" and collectively as "Sellers." Capitalized terms used herein have the meanings set forth in Article I.
AMENDED AND RESTATED PERFORMANCE-BASED COMPENSATION AGREEMENTPerformance-Based Compensation Agreement • March 2nd, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) between OPPENHEIMER HOLDINGS INC. (“Holdings”) and ALBERT G. LOWENTHAL (“Lowenthal”) is effective as of January 1, 2010, subject to, and conditioned upon, approval by Holdings’ Class B Stockholders at the 2010 annual meeting. This Agreement is an amendment and restatement of the Performance-Based Compensation Agreement, dated March 15, 2005, between Lowenthal and the Company (the “Prior Agreement”) which was due to expire on December 31, 2010.
INDENTURE Dated as of April 12, 2011 Among OPPENHEIMER HOLDINGS INC., THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...Execution Version • May 5th, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of April 12, 2011, among Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and as Collateral Agent.
Date: January 14, 2008 Oppenheimer & Co. Inc. 125 Broad Street New York, NY 10004 Gentlemen:Oppenheimer Holdings Inc • March 7th, 2008 • Security brokers, dealers & flotation companies • New York
This will confirm our agreement (“Agreement”) under which we (“we”, “us”, “our” or “Clearing Firm”) shall act as clearing broker for the Accounts (defined below) introduced to us by you (“you”, “your” or “Introducing Firm”) on a fully disclosed basis as introducing broker during the transition period. Accounts shall mean (a) Transferred Accounts and (b) any customer and proprietary accounts opened by or within the Transferred C Businesses during the term of this Agreement after the Closing Date for which you desire our clearing services (“New Accounts”).
ContractSenior Secured Credit Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, dated as of December 12, 2007 (this “Amendment”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “Borrower”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “Parent”), VINER FINANCE INC., a corporation formed under the laws of the State of Delaware (“Viner Finance” and, together with the Parent, the “Guarantors”), each of the lenders party to the Existing Credit Agreement (as defined below) (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement.
ContractSolicitation Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
THIS NON-SOLICITATION AGREEMENT (this "Agreement") is made as of the 2nd day of January, 2003. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in that certain Purchase Agreement of even date herewith (the "Purchase Agreement"), by and among Fahnestock Viner Holdings Inc., Fahnestock & Co. Inc., Canadian Imperial Bank of Commerce and CIBC World Markets Corp.
CREDIT AGREEMENT dated as of January 2, 2003 between Fahnestock Viner Holdings Inc. as Borrower and Canadian Imperial Bank of Commerce as Lender CREDIT AGREEMENTCredit Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
THIS CREDIT AGREEMENT is dated as of January 2, 2003 and is entered into between Fahnestock Viner Holdings Inc., as Borrower, and Canadian Imperial Bank of Commerce, as Lender.
good and workmanlike manner. Notwithstanding anything to the contrary, with respect to any personal property, fixtures, installations or other property remaining in the Surrendered Premises on the day immediately following the Surrender Date, Tenant...Lease • July 28th, 2023 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies
CANADIAN IMPERIAL BANK OF COMMERCE Commerce Court West Toronto, Ontario M5L 1A2 CanadaOppenheimer Holdings Inc • March 3rd, 2009 • Security brokers, dealers & flotation companies • New York
Reference is hereby made to that certain Amended and Restated Asset Purchase Agreement, dated as of January 14, 2008 (the “Purchase Agreement”), by and among Oppenheimer Holdings Inc., Oppenheimer & Co. Inc. (together “Buyer”) and Canadian Imperial Bank of Commerce (“CIBC”), CIBC World Markets Corp. (the “Company” and, together with CIBC, “Seller”) and CIBC World Markets plc. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. The undersigned parties are each referred to herein as a “Party” and collectively, as the “Parties”. In relation to certain matters arising pursuant to the Purchase Agreement and certain of the other arrangements and agreements entered into among the parties in relation thereto Buyer and Seller hereby agree as follows:
INDENTURE Dated as of September 22, 2020 Among OPPENHEIMER HOLDINGS INC., THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,...Indenture • September 22nd, 2020 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of September 22, 2020, among Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and as Collateral Agent.
DESCRIPTION] EXHIBIT 10( i ) OFFICE LEASE AGREEMENT PROJECT LOCATED AT: 300 RIVER PLACE DETROIT, MICHIGAN LANDLORD: THE STROH COMPANIES, INC., A Delaware Corporation 300 River Place Detroit, Michigan 48207-4291 TENANT: FIRST OF MICHIGAN CORPORATION a...Office Lease Agreement • March 30th, 1998 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Michigan
REGISTRATION RIGHTS AGREEMENT between OPPENHEIMER HOLDINGS INC. and CANADIAN IMPERIAL BANK OF COMMERCE Dated as of January 14, 2008Registration Rights Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • Ontario
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 14, 2008, between Oppenheimer Holdings Inc., a Canadian corporation (the "Company"), and Canadian Imperial Bank of Commerce, a bank under the laws of Canada (the "Investor").
AGREEMENT OF LEASE Between And Viner Finance Inc., Tenant demised premises in 85 Broad Street, New York, New York 10004 Dated: As of July 15, 2011Agreement of Lease • August 9th, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
AGREEMENT OF LEASE (this “Lease”) made as of July 15, 2011, between 85 Broad Street LLC, a Delaware limited liability company with an office c/o Metropolitan Life Insurance Company, 10 Park Avenue, Morristown, New Jersey 07962, Attention: New York Region Real Estate Investments (“Landlord”) and Viner Finance Inc., a Delaware corporation with an office at 125 Broad Street, New York, New York 10004, Attention: Mr. David Rogers (“Tenant”).
PLEDGE AND SECURITY AGREEMENT by and among E.A. VINER INTERNATIONAL CO., as Borrower, and the other Credit Parties hereto from time to time, as Grantors and MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent. Dated as of July 31, 2006License Agreement • August 3rd, 2006 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This Pledge and Security Agreement, dated as of July 31, 2006 (this “Agreement”), by and among EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and MORGAN STANLEY & CO. INCORPORATED, as collateral agent for the Secured Creditors (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
WAREHOUSE FACILITY AGREEMENT by and among OPY CREDIT CORP. and CANADIAN IMPERIAL BANK OF COMMERCE, as Lender Dated as of January 14, 2008Warehouse Facility Agreement • March 7th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT BY AND AMONG FAHNESTOCK VINER HOLDINGS INC. AND VINER FINANCE INC. AND CIBC WORLD MARKETS CORP. AND CANADIAN IMPERIAL BANK OF COMMERCE DATED AS OF JANUARY 2, 2003Asset Purchase Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies
AMENDMENT No. 1, dated as of January 2, 2003 (this "Amendment"), to the Asset Purchase Agreement, dated as of December 9, 2002 (the "Agreement"), in each case, by and among Fahnestock Viner Holdings Inc., an Ontario corporation ("Parent"), Viner Finance Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Buyer"), Canadian Imperial Bank of Commerce (the "Seller Parent") and CIBC World Markets Corp. (the "Company" and, together with Seller Parent, the "Seller").
ContractOppenheimer Holdings Inc • March 12th, 2004 • Security brokers, dealers & flotation companies • New York
THIS SECOND EXCHANGEABLE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED AND OTHERWISE SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN.
INDENTURE Dated as of June 23, 2017 Among OPPENHEIMER HOLDINGS INC., THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...Passu Intercreditor Agreement • June 23rd, 2017 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of June 23, 2017, among Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and as Collateral Agent.
SECURITY AGREEMENT by and among OPPENHEIMER HOLDINGS INC. as Grantor, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral Agent. Dated as of June 23, 2017Security Agreement • June 23rd, 2017 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This Security Agreement, dated as of June 23, 2017 (this “Agreement”), by and among OPPENHEIMER HOLDINGS INC., a Delaware corporation (the “Company”) and each of the Subsidiary Guarantors referred to below (together with the Company, each a “Grantor” and, collectively together with any Additional Grantors, as defined herein, the “Grantors”) in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT between FAHNESTOCK VINER Holdings Inc. and CANADIAN IMPERIAL BANK OF COMMERCE Dated as of January 2, 2003Registration Rights Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
SENIOR SECURED CREDIT AGREEMENT by and among E.A. VINER INTERNATIONAL CO., as Borrower, and the other Credit Parties hereto from time to time, as Guarantors and the LENDERS party hereto from time to time, and MORGAN STANLEY SENIOR FUNDING, INC., as...Counterpart Agreement • August 3rd, 2006 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This Senior Secured Credit Agreement, dated as of July 31, 2006 (the “Agreement”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “Borrower”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “Parent”), and the other Credit Parties hereto from time to time, the lenders party hereto from time to time (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, the “Administrative Agent”) and as syndication agent (in such capacity, the “Syndication Agent”) and MORGAN STANLEY & CO. INCORPORATED, as collateral agent for the Secured Creditors (in such capacity, together with its successors and assigns, if any, the “Collateral Agent”).
PERFORMANCE-BASED COMPENSATION AGREEMENTCompensation Agreement • July 31st, 2001 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT, dated as of the 1st day of January, 2001, between FAHNESTOCK VINER HOLDINGS INC. ("Holdings") and ALBERT G. LOWENTHAL ("Lowenthal").
STAKEHOLDERS AGREEMENT by and among FAHNESTOCK VINER Holdings Inc., ALBERT G. LOWENTHAL, PHASE II FINANCIAL L.P., PHASE II Financial Limited, THe ALBERT G. LOWENTHAL Foundation, OLGA ROBERTS, ELKA ESTATES LIMITED, and CANADIAN IMPERIAL BANK OF...Stakeholders Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
THIS NON-COMPETITION AGREEMENT is made as of the 9th day of December 2002. BY: CIBC WORLD MARKETS CORP., a Delaware Corporation ("CIBCWM") and CANADIAN IMPERIAL BANK OF COMMERCE, a bank under the laws of Canada IN FAVOUR OF: VINER FINANCE INC., a...Non-Competition Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
NOW THEREFORE in consideration of the foregoing and other good and valuable consideration given by the Purchaser to CIBC, CIBC agrees with the Purchaser as follows:
ContractSenior Secured Credit Agreement • December 16th, 2008 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York
This THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, dated as of December 16, 2008 (this “Amendment”), by and among E.A. VINER INTERNATIONAL CO., a corporation formed under the laws of the State of Delaware (the “Borrower”), OPPENHEIMER HOLDINGS INC., a corporation formed under the laws of Canada (the “Parent”), VINER FINANCE INC., a corporation formed under the laws of the State of Delaware (“Viner Finance” and, together with the Parent, the “Guarantors”), each of the lenders party to the Existing Credit Agreement (as defined below) (the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement.
