Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2009, Penson Worldwide, Inc. (the "Company") entered into the Second Amendment (the "Second Amendment") to its Amended and Restated Credit Agreement, dated as of May 1, 2009, with Regions Bank, as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, the lenders party thereto and other parties thereto, as amended by the First Amendment on May 27, 2009. The Second Amendment, among other things, provides for the addition of two new lenders to the bank syndicate and an increase in the aggregate lenders' commitments under the Company's revolving credit facility to $100 million.

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