SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • July 31st, 2020 • StoneX Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS SECURITY AND PLEDGE AGREEMENT is entered into as of July 31, 2020 (as amended, supplemented, modified or replaced from time to time, this “Agreement”), by and among STONEX GROUP INC. (formerly known as INTL FCSTONE INC.), a Delaware corporation (the “Company”), the Restricted Subsidiaries of the Company identified as “Obligors” on the signature pages hereto and such other Restricted Subsidiaries of the Company that may become Obligors hereunder after the date hereof by execution of a Joinder Agreement (together with the Company, individually, an “Obligor” and, collectively the “Obligors”) and THE BANK OF NEW YORK MELLON, in its capacity as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations (defined below).
JOINDER AGREEMENTJoinder Agreement • July 31st, 2020 • StoneX Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of July 31, 2020, is by and between GAIN CAPITAL HOLDINGS, INC., a Delaware corporation, GAIN HOLDINGS, LLC, a Delaware limited liability company, GLOBAL FUTURES & FOREX, LTD., a Michigan corporation, S.L. BRUCE FINANCIAL CORPORATION, an Ohio corporation, GCAM, LLC, a Delaware limited liability company, and GAIN CAPITAL HOLDINGS INTERNATIONAL, LLC, a Delaware limited liability company (collectively, the “Subsidiaries” and each, a “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Amended and Restated Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of February 22, 2019, by and among STONEX GROUP INC. (formerly known as INTL FCStone Inc.), a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. All of the defined terms in the Cre
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 31st, 2020 • StoneX Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 31, 2020 (this “Supplemental Indenture”), by and among (i) FCSTONE GROUP, INC., a Delaware corporation, (ii) INTL FCSTONE MARKETS, LLC, an Iowa limited liability company, (iii) FCSTONE MERCHANT SERVICES, LLC, a Delaware limited liability company, (iv) INTL FCSTONE ASSETS, INC., a Florida corporation, (v) INTL TECHNOLOGY SERVICES LLC, a Delaware limited liability company, (vi) INTL FCSTONE (Netherlands) BV, a private company with limited liability incorporated under the laws of the Netherlands, (vii) GAIN CAPITAL HOLDINGS, INC., a Delaware corporation, (viii) GAIN HOLDINGS, LLC, a Delaware limited liability company, (ix) GLOBAL FUTURES & FOREX, LTD., a Michigan corporation, (x) S.L. BRUCE FINANCIAL CORPORATION, an Ohio corporation, (xi) GCAM, LLC, a Delaware limited liability company, and (xii) GAIN CAPITAL HOLDINGS INTERNATIONAL, LLC, a Delaware limited liability company (each of the entities in clauses (i) through (xii), a “Guarantee
