0000909518-15-000025 Sample Contracts

Leucadia National Corporation
FXCM Inc. • January 26th, 2015 • Security & commodity brokers, dealers, exchanges & services • New York

Reference is made to (i) the Amended and Restated Credit Agreement, dated January 24, 2015 (as amended, the "Credit Agreement"), among FXCM Holdings, LLC, a Delaware limited liability company, FXCM Newco, LLC, a Delaware limited liability company (collectively, the "Borrowers"), each lender from time to time party hereto (collectively, with their respective successors and permitted assigns, the "Lenders" and individually, a "Lender"), and Leucadia National Corporation, as Administrative Agent, and (ii) the original letter agreement relating to financing fees, dated January 16, 2015 (the "Original Fee Letter"), among the Borrowers and the Administrative Agent. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. This Agreement amends and restates the Original Fee Letter, which was entered into in consideration of the mutual covenants and agreements contained in the Original Credit Agreement. On the Restate

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AMENDED AND RESTATED SECURITY AND GUARANTY AGREEMENT
Security and Guaranty Agreement • January 26th, 2015 • FXCM Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS AMENDED AND RESTATED SECURITY AND GUARANTY AGREEMENT, originally dated as of January 16, 2015, as amended and restated as of January 24, 2015 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is by and among FXCM Holdings, LLC, a Delaware limited liability company (the “Company”), FXCM Newco, LLC, a Delaware limited liability company (“Newco” and, together with the Company, the “Borrower”), FXCM Partners, LLC, a Delaware limited liability company, Yozma LLC, a Delaware limited liability company, Financial Horizons Capital, LLC, a Delaware limited liability company, Horizons Funding, LLC, a Delaware limited liability company, Forex Trading L.L.C., a Delaware limited liability company, and FXCM SYSTEMS, LLC, a Delaware limited liability company (collectively, with the Company, Newco, and any Additional Debtor (as defined herein) that may become a party hereto, the “Debtors” and, each individually, a “Debt

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