FIRST AMENDMENT TO UNCONDITIONAL GUARANTY
Exhibit 10.3
FIRST AMENDMENT TO UNCONDITIONAL GUARANTY
This First Amendment to Unconditional Guaranty (this “Amendment”) is made as of
September 16, 2011, by and among SILICON VALLEY BANK (“SVB”), as agent and JPMorgan Chase
Bank, N.A. (“JPMorgan”) (SVB and JPMorgan are each a “Lender” and collectively the
“Lenders”), GAIN CAPITAL HOLDINGS, INC. (“Borrower”) and GAIN HOLDINGS, LLC (“Guarantor”).
Recitals
A. Borrower has requested and/or obtained certain loans or other credit accommodations
from Lenders which are secured by assets and property of Borrower.
B. Borrower and Lenders have previously entered into a certain Loan and Security
Agreement dated as of March 29, 2006, as amended from time to time (as amended, the “Prior
Loan Agreement”).
C. Guarantor has previously entered into a certain Unconditional Guaranty dated as of
March 29, 2006 in favor of Lenders (as amended, the “Guaranty”) to guaranty the full and
punctual payment of the obligations under the Prior Loan Agreement.
D. Borrower and Lenders are, concurrently with the execution of this Amendment,
amending, restating, and replacing the Prior Loan Agreement with an Amended and Restated
Loan and Security Agreement (as may be amended, modified, restated, replaced, or
supplemented from time to time, the “Restated Loan Agreement”).
E. Guarantor and Lenders have agreed to enter into this Amendment to the Guaranty.
NOW, THEREFORE, GUARANTOR, BORROWER AND LENDERS AGREE AS FOLLOWS:
| A. | Modifications to the Guaranty. |
| 1. | The Guaranty shall be amended by deleting the following, appearing as Recital A thereof: |
“ A. Concurrently herewith, Agent, Lenders and Gain Capital Holdings,
Inc., Inc., a Delaware corporation (“Borrower”), are entering into
that certain Loan and Security Agreement dated as of March 29, 2006
(as amended, restated, or otherwise modified from time to time, the
“Loan Agreement”) pursuant to which Lenders have agreed to make
certain advances of money and to extend certain financial
accommodations to Borrower (collectively, the “Loans”), subject to
the terms and conditions set forth therein. Capitalized terms used
but not otherwise defined
herein shall have the meanings given them in the Loan Agreement.”
and inserting in lieu thereof the following:
“A. Agent, Lenders and Gain Capital Holdings, Inc., a Delaware
corporation (“Borrower”), have entered into that certain Amended and
Restated Loan and Security Agreement dated as of September 16, 2011
(as amended, restated, or otherwise modified from time to time, the
“Loan Agreement”) pursuant to which Lenders have agreed to make
certain advances of money and to extend certain financial
accommodations to Borrower (collectively, the “Loans”), subject to
the terms and conditions set forth therein. Capitalized terms used
but not otherwise defined herein shall have the meanings given them
in the Loan Agreement.”
| 2. | The Guaranty shall be amended by deleting the following text,
appearing in Section 8 thereof: |
| “If to Agent: | Silicon Valley Bank 000 Xxxxxxx Xxxxxx Xxxxx 00X Xxx Xxxx, Xxx Xxxx 00000 Attention: Mr. Xxxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000” |
and inserting in lieu thereof the following:
| “If to Agent: | Silicon Valley Bank 000 Xxxxx Xxxxxx — 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Mr. Xxxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000” |
| B. | Ratification of Guaranty and Consent to Restated Loan Agreement. Guarantor hereby: |
| (1) | ratifies, confirms and reaffirms, all and singular, the terms and conditions of the
Guaranty; |
||
| (2) | consents to the terms of the Restated Loan Agreement; and | ||
| (3) | acknowledges, confirms and agrees that the Guaranty shall remain in full force and
effect and shall in no way be limited by the execution of the Restated Loan Agreement,
or any other documents, instruments and/or agreements executed and/or delivered in
connection therewith. |
IN WITNESS WHEREOF, this First Amendment to Unconditional Guaranty has been executed
as of the date first above written.
| GUARANTOR GAIN HOLDINGS, LLC |
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| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Chief Financial Officer | |||
| ACKNOWLEDGED AND AGREED: | ||||
| BORROWER: | ||||
| GAIN CAPITAL HOLDINGS, INC. | ||||
By:
|
/s/ Xxxxx Xxxxx
|
|||
| Title: Chief Financial Officer | ||||
| SILICON VALLEY BANK, as Agent and as a Lender | ||||
By:
|
/s/ A. Xxxxxx Xxxx
|
|||
| Title: Vice President | ||||
| JPMORGAN CHASE BANK, N.A., as Lender | ||||
By:
|
/s/ Xxxxxxxx Xxxxxxx
|
|||
| Title: Vice President | ||||
