Summary of LADENBURG THALMANN FINANCIAL SERVICES INC

Item 1.01 Entry into a Material Definitive Agreement.

(a) On August 25, 2009, Ladenburg Thalmann Financial Services Inc. ("LTFS") entered into a seven-year, $10 million Forgivable Loan Agreement ("Loan Agreement") with National Financial Services LLC ("NFS"), a Fidelity Investments company. NFS is the primary clearing firm for Ladenburg Thalmann & Co. Inc, Investacorp, Inc. and Triad Advisors, Inc., LTFS' three principal broker-dealer subsidiaries (collectively, "BD Subsidiaries"). Each of the BD Subsidiaries extended the term of its clearing agreement with NFS for a seven-year period. During the term of the amended clearing agreements, NFS will become the exclusive clearing firm for each of the BD Subsidiaries.

LTFS will use the Loan Agreement proceeds to support its strategy to become a leader in the independent broker-dealer space.

Borrowings under the Loan Agreement accrue interest at the prime rate plus 2%. Principal and interest payments under the Loan Agreement will be forgiven on an annual basis if the BD Subsidiaries meet certain annual clearing revenue targets set forth in the Loan Agreement. Any principal amounts not forgiven will be due in August 2016. Any interest payments not forgiven are due annually. If during the loan term any principal amount is not forgiven, LTFS may cure such failure and have such principal forgiven in future years if the BD Subsidiaries exceed subsequent annual clearing revenue targets.

The Loan Agreement required the extension of the maturity date of the Credit Agreement, dated as of October 19, 2007, by and between LTFS and Frost Gamma Investments Trust ("Frost Credit Agreement"), so that it is coterminous with the Loan Agreement. Accordingly, on August 25, 2009, LTFS entered into Amendment No. 1 to the Credit Agreement with Frost Nevada Investments Trust, as assignee, to extend the maturity date thereunder to August 25, 2016.

The Loan Agreement contains other covenants and events of default that limit various matters including, limitations on the incurrence of additional indebtedness, minimum adjusted shareholders' equity levels and a prohibition on the termination of the Frost Credit Agreement. Upon the occurence of an event of default, the outstanding principal and interest under the Loan Agreement may be accelerated and become due and payable.