FOURTH LOAN MODIFICATION
AGREEMENT
This Fourth Loan
Modification Agreement (this “Loan Modification
Agreement”) is entered into as of March 18, 2008, by and
among SILICON VALLEY BANK , a California corporation
(“SVB”), as collateral agent (the “Collateral
Agent”) for the Lenders and administrative agent (the
“Administrative Agent”) for the Lenders (Collateral
Agent and Administrative Agent are collectively the
“Agent”), and the Lenders listed on Schedule 1.1 and
otherwise party hereto, including, without limitation, SVB and
JPMORGAN CHASE BANK, N.A. (“JPMorgan”) (SVB and
JPMorgan are, collectively, the “Joint Bookrunners”)
and GAIN CAPITAL HOLDINGS, INC., a Delaware corporation
(“Borrower”).
1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS . Among
other indebtedness and obligations which may be owing by Borrower
to the Lenders, Borrower is indebted to the Lenders pursuant to a
loan arrangement dated as of March 29, 2006, evidenced by,
among other documents, a certain Loan and Security Agreement dated
as of March 29, 2006, between Borrower and the Lenders, as
amended by a certain First Loan Modification Agreement dated as of
October 16, 2006, between Borrower and Lenders, as further
amended by a certain Second Loan Modification Agreement dated as of
March 20, 2007, between Borrower and Lenders, and as further
amended by a certain Third Loan Modification Agreement dated as of
June 6, 2007, between Borrower and Lenders (as amended, the
“Loan Agreement”). Capitalized terms used but not
otherwise defined herein shall have the same meaning as in the Loan
Agreement.
2.
DESCRIPTION OF COLLATERAL . Repayment of the Obligations is
secured by the Collateral as described in the Loan Agreement
(together with any other collateral security granted to Agent, for
the ratable benefit of the Lenders, the “Security
Documents”).
Hereinafter,
the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the
“Existing Loan Documents”.
3.
DESCRIPTION OF CHANGE IN TERMS .
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A.
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Modifications to Loan
Agreement.
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1.
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The
Loan Agreement shall be amended by inserting the following text
appearing at the end of Section 6.2 thereof:
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“(d)
Deliver to Agent, on or prior to January 31, 2009, Borrower’s
2009 operating plan, in a form acceptable to
Agent.”
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2.
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The
Loan Agreement shall be amended by deleting the following text
appearing in Section 6.7 thereof:
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“(b)
Total Funded Debt/EBITDA . A Total Funded Debt Ratio (with
respect to the immediately preceding twelve (12) month period)
of a maximum of (i) 2.0 to 1.0 as of the quarters ending
March 31, 2006, June 30, 2006, and September 30, 2006,
(ii) 1.75 to 1.0 as of the quarter ending December 31,
2006, (iii) 1.50 to 1.0 as of the quarter ending
March 31, 2007, (iv) 2.0 to 1.0 as of the quarters ending
June 30, 2007 and September 30, 2007, and (v) 1.75
to 1.0 as of the quarter ending December 31, 2007. With
respect to the quarter ending March 31, 2008 and each quarter
thereafter, the Total Funded
Debt Ratio
covenant levels shall be set by Lenders in their sole discretion
based upon Borrower’s 2008 operating plan/forecast, but not
less than 1.50 to 1.0 (unless Borrower and Lenders mutually agree
to a lower covenant level); provided, however, in the event that
Borrower does not agree in writing to such covenant levels on or
before February 28, 2008, then all Obligations shall be due
and payable in full on March 31, 2008. The failure of Borrower
to deliver a 2008 operating plan to Agent on or prior to
January 31, 2008 shall result in an immediate Event of Default
for which there shall be no grace or cure period.”
and inserting
in lieu thereof the following:
“(b)
Total Funded Debt/EBITDA . A Total Funded Debt Ratio (with
respect to the immediately preceding twelve (12) month period) of a
maximum of (i) 2.0 to 1.0 as of the quarters ending
March 31, 2006, June 30, 2006, and September 30,
2006, (ii) 1.75 to 1.0 as of the quarter ending December 31,
2006, (iii) 1.50 to 1.0 as of the quarter ending
March 31, 2007, (iv) 2.0 to 1.0 as of the quarters ending
June 30, 2007 and September 30, 2007, (v) 1.75 to
1.0 as of the quarter ending December 31, 2007, and
(vi) 1.50 to 1.0 as of the quarter ending March 31, 2008
and as of the last day of each quarter thereafter. With respect to
the quarter ending March 31, 2009 and each quarter thereafter,
the Total Funded Debt Ratio covenant levels shall be set by Lenders
in their sole discretion based upon Borrower’s 2009 operating
plan/forecast, but not less than 1.50 to 1.0 (unless Borrower and
Lenders mutually agree to a lower covenant level); provided,
however, in the event that Borrower does not agree in writing to
such covenant levels on or before February 28, 2009, then all
Obligations shall be due and payable in full on March 31,
2009. The failure of Borrower to deliver a 2009 operating plan to
Agent on or prior to January 31, 2009 shall result in an
immediate Event of Default for which there shall be no grace or
cure period.”
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3.
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The
Loan Agreement shall be amended by deleting the following
definitions appearing in Section 13.1 thereof:
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““Revolving Line”
is an Advance or Advances in an
aggregate amount of up to Ten Million Dollars ($10,000,000.00)
outstanding at any time.”
““Revolving Line Maturity
Date” is
October 15, 2007.”
and inserting
in lieu thereof the following:
““Revolving Line”
is an Advance or Advances in an
aggregate amount of up to Twenty Million Dollars ($20,000,000.00)
outstanding at any time.”
““Revolving Line Maturity
Date” is
March 17, 2009.”
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4.
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The
Schedule appearing a
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