GETCO Financing Escrow LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
GETCO Financing Escrow LLC, a Delaware limited liability company (the “Company”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 21, 2013 (the “Purchase Agreement”), by and among the Company, GETCO Holding Company, LLC (“GETCO”) and Jefferies LLC, as representative of the Initial Purchasers (the “Representative”), $305,000,000 aggregate principal amount of 8.250% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”).
INTERCREDITOR AGREEMENT dated as of July 1, 2013 among KCG HOLDINGS, INC., as Company JEFFERIES FINANCE LLC, as First Lien Collateral Agent and THE BANK OF NEW YORK MELLON, as Second Lien Collateral AgentIntercreditor Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of July 1, 2013, and entered into by and among Jefferies Finance LLC, in its capacity as collateral agent for the holders of the First Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “First Lien Collateral Agent”) and The Bank of New York Mellon (“BNYM”), in its capacity as collateral agent for the holders of the Second Lien Obligations (as defined below), including its successors and assigns from time to time (in such capacity, the “Second Lien Collateral Agent”) and acknowledged and agreed to by KCG Holdings, Inc. (the “Company”) and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 1, 2013 by and among KCG Holdings, Inc., a Delaware corporation (the “Company”) and the parties identified as the “Holders” on the signature page hereto (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 12 hereof.
July 1, 2013Letter Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This letter agreement (“Agreement”) sets forth the terms of your employment with KCG Holdings, Inc., a Delaware corporation (the “Company”) and its affiliates (together, the “Group”).
AIRCRAFT TIMESHARING AGREEMENTAircraft Timesharing Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
THIS AIRCRAFT TIME SHARE AGREEMENT is made and entered as of July 1, 2013, between Daniel B. Coleman (“Lessor”), whose address is 3536 Redmont Road, Birmingham, AL 35213 and KCG Holdings, Inc. (“Lessee”), with offices at 350 N. Orleans, 3rd Floor South, Chicago, IL 60654.
CREDIT AGREEMENT dated as of July 1, 2013, among KCG HOLDINGS, INC., as Borrower, and THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Documentation Agent, Administrative Agent and Collateral Agent, and JEFFERIES FINANCE LLC and GOLDMAN SACHS...Intercreditor Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of July 1, 2013, among KCG Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), Jefferies Finance LLC as documentation agent for the Lenders (in such capacity, the “Documentation Agent”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and as syndication agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC and Goldman Sachs Bank USA, as joint lead arrangers (in such capacity, the “Arrangers”) and as joint book managers (in such capacity, the “Book Managers”).
MASTER AGREEMENT TO LEASE EQUIPMENTMaster Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • California
THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this “Agreement”) is entered into as of October 30, 2009. by and between CISCO SYSTEMS CAPITAL CORPORATION (“Lessor”), having its principal place of business at 170 West Tasman Drive, Mailstop SJC-13, 3rd Floor, San Jose, California 95134 and GLOBAL COLOCATION SERVICES LLC, a Delaware limited liability company (“Lessee”), having its principal place of business at 141W. Jackson, Suite 210, Chicago, IL 60604.
GETCO Financing Escrow LLCRegistration Rights Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
Reference is made to the Registration Rights Agreement dated as of June 5, 2013, among GETCO Financing Escrow LLC (the “Company”) and Jefferies LLC, as representative of the Initial Purchasers. Capitalized terms used in this joinder agreement without definition have the respective meanings given to them in the Registration Rights Agreement.
KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies
This Restricted Stock Unit Agreement, including Exhibit A (collectively, the “Agreement”) is executed and delivered as of the Grant Date by and between KCG Holdings, Inc., any successor entity and its predecessor, Knight Capital Group, Inc. (collectively, the “Company”) and the Grantee. The Grantee and the Company hereby agree as follows:
SECOND SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORSSupplemental Indenture • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 1, 2013, among GETCO Holding Company, LLC, GETCO Trading LLC, Global Colocation Services LLC, Blink Trading LLC, Knight Capital Group, Inc., Knight Capital Holdings LLC, Knight Fixed Income Holdings LLC, Knight Hotspot FX LLC, Knight Libertas Holdings LLC, Knight Quantitative Trading LLC, Hotspot FX Holdings, Inc. (the “Guaranteeing Subsidiaries”), each subsidiaries of KCG Holdings, Inc., a Delaware corporation (“KCG”) and successor to GETCO Financing Escrow LLC, a Delaware limited liability company (the “Company”), KCG and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Delaware
This agreement, including Exhibit A (collectively, the “Agreement”), is made as of «Grant_Date» (the “Grant Date”), by and between KCG Holdings, Inc., any successor entity and its predecessor, Knight Capital Group, Inc. (collectively, the “Company”) and «First_Name» «Last_Name» (the “Grantee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among GETCO HOLDING COMPANY, LLC GA-GTCO, LLC KNIGHT CAPITAL GROUP, INC. KNIGHT HOLDCO, INC. KNIGHT ACQUISITION CORP GETCO ACQUISITION, LLC and GA-GTCO ACQUISITION, LLC DATED AS OF DECEMBER 19,...Amended and Restated Agreement and Plan of Merger • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, this “Agreement”), dated as of December 19, 2012 (the “Original Execution Date”) and amended and restated as of April 15, 2013 (the “Execution Date”), is by and among GETCO Holding Company, LLC, a Delaware limited liability company (“GETCO”); GA-GTCO, LLC, a Delaware limited liability company (“Blocker”); Knight Capital Group, Inc., a Delaware corporation (“Knight”); Knight Holdco, Inc., a Delaware corporation and wholly owned subsidiary of Knight (the “Company”); Knight Acquisition Corp, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub A”); GETCO Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub B”); and GA-GTCO Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub C”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dat
KCG HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENTEquity Incentive Plan • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Delaware
This agreement, including Exhibit A (collectively, the “Agreement”), is made as of «Grant_Date» (the “Grant Date”), by and between KCG Holdings, Inc., any successor entity and its predecessor, Knight Capital Group, Inc. (collectively, the “Company”) and «First_Name» «Last_Name» (the “Grantee”).
GUARANTY [Single Lessee]Guaranty • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • California
THIS GUARANTY (this “Guaranty”) is executed as of October 30, 2009, by GETCO HOLDING COMPANY LLC a Delaware limited liability company (“Guarantor”) to and for the benefit of CISCO SYSTEMS CAPITAL CORPORATION, a Nevada corporation (“Lessor”).
WARRANT AGREEMENT Dated as of July 1, 2013 between KCG Holdings, Inc. and Computershare Shareowner Services LLC, as Warrant Agent Warrants for Common StockWarrant Agreement • July 1st, 2013 • KCG Holdings, Inc. • Security brokers, dealers & flotation companies • Delaware
WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2013, between KCG Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”);
