intercreditor agreement

Exhibit 10.43

November 23, 2004

FCStone Merchant Services, LLC

396 Springfield Avenue, 2 ^nd Floor

Summit, New Jersey 07901

Attention: Mr. Allan Lee, President

Ladies and Gentlemen:

UFJ Bank Limited (the “Bank”) is pleased to inform you that the Bank will consider, on a case-by-case basis, requests from FCStone Merchant Services, LLC (the “Borrower”) for financing upon and subject to the terms and conditions hereinafter set forth.

FCStone Merchant Services, LLC

(a) Up to an aggregate principal and face amount of Ten Million U.S. Dollars (U.S. $10,000,000) (the “Maximum Amount”) at any time outstanding to the Borrower. For purposes of computing the Maximum Amount, and otherwise where the context requires, each letter of credit referred to below shall be deemed to be an Advance (as defined below) in an amount equal to the maximum face amount thereof, it being understood that at no time shall the aggregate outstanding principal or face (as the case may be) amount of all Advances made and other Credits (as defined below) issued hereunder to or for the account of the Borrower exceed the Maximum Amount. The Borrower’s indebtedness with respect to Advances hereunder, if any, will be evidenced by the Borrower’s promissory note in form and substance satisfactory to the Bank (as amended, modified, supplemented or replaced from time to time, the “Note”). The Bank may make notations of the Advances and all repayments of the outstanding principal amounts and accrued interest on the Advances on the schedule attached to and constituting a part of the Note. Such notations, if made, will be prima facie evidence of the accuracy of the information recorded; provided , however , that the failure to make any such notation shall not in any way affect the Borrower’s obligation to pay any amount in connection herewith or therewith.

(b) All other financial institutions which extend credit to the Borrower and which have security interests in personal property of the Borrower (together with the

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Bank, the “Lender Group”) will enter into an intercreditor agreement with the Bank, in form and substance satisfactory to the Bank (the “Intercreditor Agreement”).

(a) This facility may be used from time to time, until further written notice by the Bank to the Borrower (the date of such notice being hereinafter called the “Termination Date”), only to finance transactions described in Section 3(d) hereof, in each case acceptable to the Bank in its sole discretion through (A) advances with a term up to 364 days but in any event payable on demand (“Advances”), (B) documentary letters of credit with a term up to 364 days and (C) stand-by letters of credit with a term up to 364 days. Each of the Advances and such letters of credit referred to above are herein sometimes referred to as a “Credit”.

(b) Each request for a Credit will be made in writing. The Borrower agrees that its compliance with the terms of this letter agreement and the other Loan Documents (as hereinafter defined in Section 11(b)) shall not obligate the Bank to grant any request for any Credit hereunder, and that any Credit hereunder is subject to the Bank’s approval in its sole discretion. This letter agreement does not constitute a commitment by the Bank to provide any Credit and may be terminated by the Bank at any time.

(c) It is understood that the Bank may utilize any office of the Bank or an affiliate of the Bank as its lending office for any or all Credits hereunder.

(d) Each Credit shall be used only for the purpose of financing self-liquidating transactions involving the purchase, storage, hedging and sale of grains, crude oil, natural gas and petroleum products that are traded on commodities exchanges, including, without limitation, transactions in which the Borrower makes loans or otherwise extends credit to, or enters into commodity repurchase agreements with, counterparties acceptable to the Bank in its sole discretion, unless otherwise agreed by the Bank.

(e) Prior to each request for a Credit, the Borrower shall deliver to the Bank a written summary description of the transaction that the Borrower proposes to enter into which shall include, without limitation, (i) the names and addresses of the counterparty to the transaction and any guarantors and other obligors in connection with the transaction (such as the counterparty’s account debtors), (ii) the name and address of the relevant supplier, (iii) copies of all relevant documents, including without limitation, purchase and sale contracts and/or financing documents (the “Transaction Documents”) certified as true and complete by an authorized officer of the Borrower, (iv) a statement of the total amount of financing required by the Borrower for such transaction and the amounts expected to be financed by each of the Bank and Sowood (as defined below in Section 5) or another Subordinated Lender (as defined below in Section 5) and (v) a description of the collateral to be obtained by the Borrower and the location and fair market value thereof. For each transaction, the Transaction Documents will include, or the Borrower will obtain separately, either (x) a consent of each counterparty (in the form

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of Exhibit B hereto or otherwise in form and substance satisfactory to the Bank) to the Bank’ security interests in the Borrower’s assets relating to such transaction including, without limitation, all of the Borrower’s present and future accounts and loans receivable owing by such counterparty and all of the Borrower’s security interests in present and future assets of such counterparty, or (y) such documents as the Bank may require to enable it to be in the same position as if it were a direct lender secured by first priority perfected security interests in (and control over) inventory and accounts receivable arising from the sale thereof.

(a) Upon the terms and subject to the conditions of this letter agreement, the Bank may, upon the Borrower’s written request, from time to time:

(i) make Advances to the Borrower which it may, within the limit of the Maximum Amount, borrow, repay and re-borrow; and

(ii) issue other Credits for the account of the Borrower, within the limits of the Maximum Amount.

All Advances shall be payable on demand by the Bank (in its sole discretion), but in any event each Advance shall be paid upon the maturity date thereof. The Borrower shall, upon demand of the Bank (in its sole discretion), deposit cash collateral with the Bank in an amount equal to the maximum face amount of all outstanding Credits which are letters of credit issued by the Bank for the account of the Borrower. The Borrower shall pay all of its obligations in connection with each letter of credit issued by the Bank as provided in this letter agreement and the other Loan Documents (as hereinafter defined).

(b) Whenever the Borrower desires to obtain an Advance or to request a letter of credit to be issued hereunder, it shall give the Bank, at least three Business Days prior to the date of such Advance or issuance of such letter of credit, written notice thereof, in each case in form and substance satisfactory to the Bank, accompanied, in the case of a letter of credit, by a duly executed application, in form and substance satisfactory to the Bank, provided, however , that in the case of Advances to bear interest at the COF Rate (as defined below) such written notice may be given by the Borrower not later than 11.00 A.M., New York City time, on the date of the proposed Advance. “Business Day”, as used in this Section 4, means a day on which the Bank is open for business in New York City. Each such notice (each a “Notice of Drawing”) shall be irrevocable and shall specify (A) the principal or face amount of the Advance or letter of credit (as the case may be) to be made or issued, (B) the date (which shall be a Business Day) on which such Advance or letter of credit is to be made or issued, (C) in the case of a letter of credit, the commission and fees, as applicable, payable in respect of such Credit in accordance with Section 6 hereof, (D) in the case of an Advance bearing interest at a rate based on Adjusted LIBOR or the COF Rate, the initial Interest Period to be applicable thereto, (E) the maturity date or expiry date (as the case may be) and (F) such other information as the Bank may request.

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(c) The Bank will incur no liability to the Borrower in acting on any request or other communication which it believes in good faith and absent manifest error to have been given by an officer of the Borrower or the person authorized to borrow or request any Credit on the Borrower’s behalf or otherwise.

Each Advance shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the sum during each Interest Period (as defined below) of (x) Adjusted LIBOR (as defined below) or the COF Rate (as defined below), as selected by the Borrower for such Interest Period and (y) a margin to be mutually agreed in writing on or prior to the date of such Advance, but in any event such margin shall not be less than one and one half of one percent (1.50%) computed on the basis of a year of 360 days and the actual number of days elapsed. Notwithstanding the foregoing, the Borrower may elect that Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Base Rate computed on the basis of a year of 360 days and the actual number of days elapsed.

Interest on Advances shall be payable (i) on the last day of each Interest Period for each Advance (and, if such Interest Period exceeds three months duration, on the last day of every three-month period commencing on the date three months after the first day of such Interest Period), and (ii) in the case of any Advance, upon the payment or prepayment thereof (but only upon the principal amount paid) and on maturity (whether at stated maturity, by acceleration, demand or otherwise). In addition, at such time as any Advance shall bear interest at a rate based on the Base Rate, interest thereon shall be payable monthly in arrears on the last Business Day of each month.

All amounts due and payable with respect to any Credit (including, without limitation, all reimbursement obligations arising from drawings under any letter of credit) and not paid when due shall bear interest from the date due until paid in full at a rate per annum equal to the Base Rate (as defined below) plus 3% per annum, Such interest shall be payable upon demand.

“ Adjusted LIBOR ” for any Advance for any interest Period therefor is the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Bank to be equal to the quotient of (x) LIBOR for such Advance for such Interest Period divided by (y) 1 minus the Reserve Requirement for such Advance for such Interest Period.

“ Base Rate ” is the variable rate of interest set by the Bank from time to time as its U.S. prime commercial lending rate, whether or not the Borrower shall have notice thereof. Such rate is a reference rate established by the Bank from time to time and does not necessarily represent the lowest or best rate actually charged by the Bank to any customer.

“ Business Day ” shall mean any day on which commercial banks are open for domestic and international business (including dealings in foreign exchange) in New

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York City and, with respect to any provision hereof relating to LIBOR, on which dealings in Dollar deposits are carried on in the relevant interbank Eurodollar market.

“ COF Rate ” for any Advance for any Interest Period therefor is the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Bank to be equal to the quotient of (x) the rate which represents the Bank’s cost of funding such Advance for such Interest Period using such funding services as the Bank shall select in its sole discretion, as of approximately 10:00 A.M., New York City time, on the first day of such Interest Period divided by (y) 1 minus the Reserve Requirement for such Advance for such Interest Period. Any confirmation setting forth the COF Rate sent by the Bank to the Borrower shall be conclusive and binding on the Borrower.

“ Interest Period ” shall mean with respect to any Advance, (i) initially the period commencing on the date of such Advance and ending one month or three months thereafter, as selected by the Borrower, or such shorter period as may be mutually agreed to by the Borrower and the Bank, and (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period for such Advance and ending one month or three months thereafter, as selected by the Borrower, or such shorter period as may be mutually agreed to by the Borrower and the Bank; provided that: (a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless it falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (b) any Interest Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end shall, subject to the provisions of clause (a) above, end on the last day of such calendar month; (c) no Interest Period shall end on a date after the Termination Date; and (d) if the Borrower fails to select an Interest Period for any Advance, such Advance shall bear interest at a rate based on the Base Rate.

“ LIBOR ” shall mean, with respect to any Advance for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) determined by the Bank appearing on the Telerate Service Page 3750 (or any successor or substitute page on that service or any substitute service providing comparable rate quotations to those currently provided, as determined by the Bank from time to time) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If such rate is not available, the term “LIBOR” shall mean, for any Interest Period for any Advance, the rate per annum at which the Bank is offered Dollar deposits in the London interbank market at or about 11:00 A.M. (London time) two Business days prior to the first day of such Interest Period for a term comparable to such Interest Period and in an amount comparable to such Advance.

“ Reserve Requirement ” shall mean for any Advance for any period as to which interest is payable hereunder, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such period under any law, rule, regulation or interpretation of any government, central bank or regulatory authority against: (i) any category of liabilities

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that includes deposits by reference to which LIBOR or the COF Rate is to be determined or (ii) any category of extensions of credit or other assets that include Advances; provided, that at any time such maximum rate is equal to or less than such rate as of the date hereof, the Reserve Requirement shall be deemed to be zero.

“ Sowood ” and “ Subordinated Lender ” shall mean Sowood Commodity Partners Fund LP, or another lender satisfactory to the Bank in its sole discretion.

“ Subordinated Debt ” shall mean subordinated indebtedness of the Company to the Subordinated Lender which is subordinated on terms and conditions satisfactory to the Bank to all of the Borrower’s obligations to the Bank.

If any payment of the principal of an Advance pursuant to this letter agreement (other than Advances bearing interest based on the Base Rate) is made on a day other than the last day of an Interest Period applicable thereto for any reason, including, without limitation, voluntary prepayment, demand or acceleration, or if the Borrower fails to borrow any proposed Advance (other than Advances bearing interest based on the Base Rate) after the Bank has arranged funding thereof, or if the interest rate on any Advance is converted as provided in the next or second succeeding paragraph, the Borrower shall pay to the Bank, on demand, the amount of any loss, cost or expense incurred by the Bank as a result of the timing of such payment, such failure to borrow or such conversion, including, without limitation, any loss incurred in liquidating or redeploying deposits from third parties.

In the event that on any date on which LIBOR or the COF Rate, as the case may be, is to be determined with respect to an Interest Period: (i) the Bank determines that deposits in dollars in the principal amount of the Advance to which such Interest Period applies are not being offered to the Bank in the applicable interbank market for the applicable Interest Period or (ii) LIBOR or the COF Rate, as the case may be, does not accurately reflect the cost of the Bank of maintaining or funding the principal amount thereof, then the affected Advance shall, on receipt by the Borrower of notice from the Bank of such circumstances, convert to an Advance bearing interest at a rate per annum equal to the Base Rate payable monthly in arrears.

If the effect of any applicable law, rule or regulation, or the interpretation or administration thereof, or compliance with any request or directive of any governmental authority, is to make it unlawful or impracticable for the Bank to maintain or fund the principal amount of any Advance pursuant to this letter agreement, then the affected Advance shall, on receipt by the Borrower of notice from the Bank of such circumstances, convert to an Advance bearing interest at a rate per annum equal to the Base Rate payable monthly in arrears.

Anything in this Agreement or the Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Bank to the extent that the Bank’s receipt thereof would not be permissible under the law or laws applicable to the Bank limiting rates of interest that may be charged or collected by the

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Bank. Any such payments of interest that are not made as a result of the limitation referred to in the preceding sentence shall be made by the Borrower to the Bank on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Bank limiting rates of interest that may be charged or collected by the Bank. Such deferred interest shall not bear interest.

(a) The Borrower shall be obligated to pay to the Bank, in respect of each letter of credit issued at the Borrower’s request hereunder, fees and commissions to be mutually agreed to in writing on or prior to the date of issuance of such letter of credit, but in any event not less than;

(i) with respect to commercial letters of credit, (x) a flat fee equal to the greater of (A) 12.5 basis points (.125%) of the maximum face amount thereof for each 90 day period or portion thereof and (B) $250, payable upon issuance thereof and (y) a negotiation fee equal to the greater of (A) 12.5 basis points (.125%) of the amount of each drawing and (B) $250 payable upon each drawing, and

(ii) with respect to standby letters of credit, the greater of (A) a flat fee of $250 for each 90 day period or portion thereof and (B) a fee calculated at a rate per annum (calculated on the basis of a 360-day year and the actual number of days elapsed) equal to one percent (1.0%) on the daily average maximum face amount of each standby letter of credit during the period from and including the date of issuance thereof to and including the expiration date thereof, such fees to be payable quarterly in arrears on the last Business Day of each calendar quarter.

Such fees and commissions shall be non-refundable.

(b) The Borrower shall also pay to the Bank its customary fees and charges in effect from time to time relating to the Credits including, without limitation, amendment and wire transfer fees.

(c) The Borrower shall also pay to the Bank a closing fee equal to $25,000 payable in two installments, the first in the amount of $12,500 shall be payable on the date hereof and the second in the amount of $12,500 shall be payable on the date six months after the date hereof. Such fees shall be fully earned on the date hereof and non-refundable.

All payments of principal, interest, fees, commissions, and any other amounts due under or in connection with this letter agreement, the Note or any Credit or under any other Loan Document (as defined below) shall be made to the Bank free and clear of, and without deduction or withholding for, any and all present and future taxes, levies, duties or withholdings of any kind or, if any deduction or withholding from any amount payable hereunder or under any other Loan Document or in connection herewith or therewith shall be legally required, such amount shall be increased as may be

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necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this Section 7) the Bank shall receive an amount equal to the amount it would have received had no such deductions or withholdings been required.

The provisions of this Section 7 shall survive the payment in full of all obligations of the Borrower under this Agreement and the other Loan Documents (as hereinafter defined) and the termination of this Agreement.

Payments of principal, interest, fees, commissions and any other amounts payable to the Bank hereunder, under the Note or in respect of any Credit or under any other Loan Document will be made to the Bank in lawful money of the United States of America, in immediately available funds, to the Bank at its office at 55 East 52nd Street, New York, NY 10055, or such other address as the Bank may designate, without set-off, recoupment, defense, counterclaim or withholding.

The Borrower will upon demand pay to and indemnify the Bank against any loss or net cost resulting from any reserve requirements or increase in costs or decrease in rate of return relative to the Bank’s cost of capital or any requisition of funds therefor by any governmental authority or regulatory body which has authority over the Bank, in each case relating to or attributable to this letter agreement, including, without limitation, making or maintaining any Credit or the funding thereof. Without limitation of the foregoing:

(a) If the Bank shall have determined that the applicability of or the adoption after the date hereof of any law, rule, regulation or guideline (domestic or foreign) regarding capital adequacy, or any change in any of the foregoing or in the enforcement or interpretation or administration of any of the foregoing by any court or any governmental authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by the Bank, or any corporation or other entity which directly or indirectly controls the Bank (each such corporation or other entity is hereinafter referred to as a “Controlling Person”) (or any lending office of the Bank or any Controlling Person), with any request or directive regarding capital adequacy (whether or not having the force of law) of any such court, authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Bank’s capital or on the capital of a Controlling Person, if any, as a consequence of its issuance or maintenance of any letter of credit or its obligations (if any) under this letter agreement to a level below that which the Bank or such Controlling Person could have achieved but for such applicability, adoption, change or compliance (taking into consideration the Bank’s policies and the policies of such Controlling Person with respect to capital adequacy) by an amount deemed by the Bank to be material, then , upon demand by the Bank, the Borrower shall pay to the Bank from time to time as specified by the Bank such additional amount or amounts as will compensate the Bank or

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