Exhibit 10.8
FIRST AMENDMENT TO CREDIT AND
SECURITY AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AND
SECURITY AGREEMENT (this “ Amendment ”) is made
as of February 29, 2008, by and between INTL GLOBAL CURRENCIES
LIMITED, a corporation organized under the laws of the United
Kingdom (the “ Borrower ”) and BANK OF AMERICA,
N.A., a national banking association (the “ Lender
”).
Recitals
Pursuant to that certain Credit
Agreement dated as of December 8, 2006 between the Lender and
the Borrower (the “ Credit Agreement ”), the
Lender established a revolving credit facility pursuant to which
the Lender agreed to make advances to the Borrower from time to
time in an aggregate principal amount not to exceed Twenty Million
Dollars ($20,000,000) at any one time outstanding.
The Borrower has asked the Lender to
amend the Credit Agreement to extend the maturity date thereof and
the Lender has agreed to do so, provided the parties hereto execute
and deliver this Amendment, among other things.
Agreement
NOW THEREFORE, in consideration of
the premises and in order to induce the Lender to amend the Credit
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Terms Defined . Unless
otherwise defined or stated in this Amendment, each capitalized
term used in this Amendment has the meaning given to such term in
the Credit Agreement (as amended by this Amendment).
2. Amendments to Credit
Agreement . The Credit Agreement is, effective as of the date
hereof, hereby amended as follows:
The following definitions set forth
in Section 1.1 . of the Credit Agreement
are hereby amended and restated to read as follows:
“Revolving Credit Expiration
Date” shall mean July 31, 2008, or such later date as to
which the Lender shall, in its discretion, agree to extend the
Revolving Credit Expiration Date.
3. Extension Fee . The
Borrower is not obligated to pay an extension fee in connection
with this Amendment.
4. Conditions Precedent . The
effectiveness of this Amendment is subject to the satisfaction of
each of the following conditions precedent, all of which conditions
precedent must be satisfied on or before February 29,
2008:
(a) The Lender shall have received
this Amendment executed by the parties hereto, and all fees and
expenses called for herein or incurred in connection with the
preparation and execution of this Amendment including, without
limitation the attorneys’ fees, costs and expenses incurred
by the Lender in connection herewith;
(b) The Lender shall have received
the fully executed Amended and Restated Unconditional Guaranty of
IAHC circulated concurrently herewith; and
(c) No Default or Event of Default
shall have occurred and be continuing.
5. Representations and
Warranties . In order to induce the Lender to enter into this
Amendment, the Borrower hereby represent and warrant to the Lender
that as of the date hereof (a) no Default of Event or Default
exists under the provisions of the Financing Documents which has
not been waived by the Lender in writing, (b) all of the
representations and warranties of the Borrower as set forth in the
Financing Documents are true and correct on the date hereof as if
the same were made on the date hereof, (c) no material adverse
change has occurred in the business, financial condition, prospects
or operations of the Borrower since the date of the most recent
financial statements of the Borrower furnished to the Lender in
accordance with the provisions of the Financing Documents, and
(d) th
