SECOND LOAN MODIFICATION
AGREEMENT
This Second Loan
Modification Agreement (this “Loan Modification
Agreement”) is entered into as of March 20 th
2007, 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 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 .
A.
Modifications to Loan Agreement .
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1.
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The
Loan Agreement shall be amended by deleting the following
definition appearing in Section 13.1 thereof:
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“
“Revolving Line” is an Advance or Advances in an
aggregate amount of up to Five Million Dollars ($5,000,000.00)
outstanding at any time.”
and
inserting in lieu thereof the following:
“
“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.”
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2.
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The
Schedule appearing as Schedule 1.1 to the Loan
Agreement is hereby replaced with the Schedule attached as
Exhibit A hereto.
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4. FEES
. Borrower shall reimburse Agent for all reasonable legal fees and
expenses incurred in connection with this amendment to the Existing
Loan Documents.
5.
RATIFICATION OF PERFECTION CERTIFICATE . Borrower hereby
ratifies, confirms and reaffirms, all and singular, the terms and
disclosures contained in a certain Perfection Certificate dated as
of March 29, 2006, between Borrower and Lenders, and
acknowledges, confirms and agrees the disclosures and information
Borrower provided to Lenders in the Perfection Certificate have not
changed, as of the date hereof.
6.
CONSISTENT CHANGES . The Existi
