EIGHTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

EIGHTH AMENDMENT TO CREDIT AGREEMENT

     THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is entered into effective as of the 31st day of December, 2008, but executed as of March 16, 2009 by and among the lenders listed on the signature pages hereof (the “ Lenders ”), PENSON WORLDWIDE, INC., a Delaware corporation (“ Borrower ”), GUARANTY BANK, as Administrative Agent, Swing Line Lender, Arranger and Letter of Credit Issuer for the Lenders (the “ Administrative Agent ”), and Wachovia Bank, National Association, as Documentation Agent (the “ Documentation Agent ”), each to the extent and in the manner provided for in the Credit Agreement (defined below and herein so called).

BACKGROUND

     A. The Lenders, the Borrower, the Documentation Agent and the Administrative Agent are parties to that certain Credit Agreement dated as of May 26, 2006 (as it may be amended, extended, renewed, or restated from time to time, the “ Credit Agreement ”). Capitalized terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement.

     B. The Borrower has requested an amendment to the certain provisions of the Credit Agreement regarding the calculation of Consolidated Tangible Net Worth and the Consolidated Leverage Ratio, and the Administrative Agent and the Required Lenders have agreed to such amendment in order to provide clarification, subject to the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto covenant and agree as follows:

     1.  AMENDMENTS TO THE CREDIT AGREEMENT . The Credit Agreement is hereby amended as follows:

     (a) Section 1.01 of the Credit Agreement is hereby amended so that the definition of “Applicable Rate” contained therein is restated in its entirety to read as follows:

“ Applicable Rate ” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) :

     Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.

     (b)  Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Base Rate” by adding the following sentence to the end of such definition:

Notwithstanding anything contained herein to the contrary, the Base Rate shall never be less than ***%.

     (c)  Section 1.01 of the Credit Agreement is hereby amended so that the definition of “Consolidated EBITDA” contained therein is restated in its entirety to read as follows:

     “ Consolidated EBITDA ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, and (iii) depreciation and amortization expense and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period. For purposes of calculating the Consolidated Leverage Ratio, all calculations shall exclude the correspondent asset loss of $26,421,000 related to Evergreen Capital Partners, Inc. when calculating Consolidated EBITDA.

     (d)  Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “LIBOR Rate” by adding the following sentence to the end of such definition:

Notwithstanding anything contained herein to the contrary, the LIBOR Rate shall never be less than ***%.

     (e)  Section 7.16(a) of the Credit Agreement is hereby restated in its entirety to read as follows:

     (a) Consolidated Tangible Net Worth . Permit Consolidated Tangible Net Worth at any time to be less than $***; increasing quarterly by the sum of (i) ***% of the Consolidated Net Income earned in each full fiscal quarter ending hereafter (with no deduction for a net loss in any s