Exhibit 10.4


 


EXECUTION VERSION


 


FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 1, 2016, is made 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, on a joint and several basis as borrowers, shall
be referred to herein collectively as the “Borrower”), each of the other Loan Parties listed on the signature
pages hereto, each Lender that is a party hereto (collectively, the “Consenting Lenders”) and LEUCADIA NATIONAL
CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”).


 


RECITALS:


 


WHEREAS, the Company,
Newco, the lenders party thereto and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement,
dated as of January 24, 2015 (the “Credit Agreement”; capitalized terms used but not defined herein (including
in the preamble and recitals) shall have the same meanings specified in the Credit Agreement);


 


WHEREAS, the Borrower
has requested that the Lenders agree to amend the Credit Agreement as set forth herein; and


 


WHEREAS, the Consenting
Lenders have agreed to such amendments on the terms and subject to the conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


AGREEMENT:


 


SECTION 1.         Amendments
to Credit Agreement.


 


(a)          Section
1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in appropriate alphabetical order:


 


“First
Amendment to Credit Agreement” means the First Amendment to Amended and Restated Credit Agreement, dated as of September
1, 2016, by and among the Borrower, the Lenders party thereto and the Administrative Agent.


 


“First
Amendment Effective Date” means the “Effective Date” as defined in the First Amendment to Credit Agreement.


 


“Newco
LLC Agreement” means the limited liability company agreement of Newco as in effect on the First Amendment Effective Date
(after giving effect to any amendments thereto on such date).


 


(b)          Each
reference to “Letter Agreement” in Article V, Article VII, Article VIII, and Schedule 5.10
of the Credit Agreement is hereby replaced with a reference to “Newco LLC Agreement.”


 




    	 	 	 



     


    

 


(c)          The
defined term “Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing
the reference therein to “January 16, 2017” with a reference to “January 16, 2018.”


 


(d)          The
defined term “Permitted Newco Tax Distribution” set forth in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Permitted
Newco Tax Distribution” means Tax Distributions (as defined in the Newco LLC Agreement) made by Newco to each Holder
(as defined in the Newco LLC Agreement) pursuant to Section 6.4(f) of the Newco LLC Agreement.


 


(e)          Section
2.06(c) of the Credit Agreement is hereby amended inserting the following sentence at the end of such Section:


 


“Notwithstanding anything
to the contrary herein, on no more than three Interest Payment Dates occurring after the First Amendment Effective Date, the Borrower
may elect, upon prior written notice to the Administrative Agent at least 3 Business Days prior to the applicable Interest Payment
Date, to pay all or a portion of the accrued interest due on such Interest Payment date in kind by adding it to the principal balance
of the Loans in lieu of paying such interest in cash.”


 


(f)          Section
7.14 of the Credit Agreement is hereby amended by replacing each reference therein to “Organizational Documents”
with a reference to “Organization Documents.”


 


SECTION 2.        Conditions
to Effectiveness of this Agreement. This Amendment shall become effective on the date (the “Effective Date”)
on which each of the following conditions shall have been satisfied:


 


(a)          the
Administrative Agent shall have received duly executed counterparts of this Amendment from the Company, Newco, each other Loan
Party and Lenders constituting at least Required Lenders; and


 


(b)          the
representations and warranties set forth in Section 3 of this Amendment shall be true and correct in all material respects
on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of
such earlier date.


 


SECTION 3.          Representations
and Warranties. Each Loan Party represents and warrants that:


 


(a)          such
Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals
to execute, deliver and perform its obligations under this Amendment and the Credit Agreement as amended hereby;


 


(b)          the
execution, delivery and performance by such Loan Party of this Amendment and the Credit Agreement as amended hereby, and the consummation
of the transactions contemplated thereby, have been duly authorized by all necessary corporate or other organizational action and
approvals (including, as applicable, requisite shareholder, member or partner action) (which approvals remain in full force and
effect);


 


(c)          this
Amendment has been duly executed and delivered by such Loan Party; 


 


(d)          this
Amendment and the Credit Agreement as amended hereby constitute a legal, valid and binding obligation of such Loan Party, enforceable
against such Loan Party in accordance with its terms;


 




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(e)          the
representations and warranties of the Loan Parties set forth in the Credit Agreement and in the other Loan Documents are true and
correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof) as of the date hereof as if made on the date hereof,
except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations
and warranties are true and correct in all material respects (or true and correct, as the case may be) as of such earlier date;
and 


 


(f)          no
Default or Event of Default has occurred and is continuing.


 


SECTION 4.        Effect
of Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and
other provisions of the Credit Agreement and the other Loan Documents shall remain unamended and unwaived and shall continue to
be, and shall remain, in full force and effect in accordance with their respective terms. The amendment set forth herein shall
be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment
to any other term or provision of the Credit Agreement, any other Loan Document referred to therein or herein or of any transaction
or further or future action on the part of any of the Borrower or any other Loan Party which would require the consent of the Lenders
under the Credit Agreement or any of the other Loan Documents. On and after the Effect Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and
each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like
import in any other Loan Document shall be deemed a reference to the Credit Agreement as amended by this Amendment.


 


SECTION 5.         Acknowledgment
and Consent.


 


(a)          Each
Guarantor hereby consents to the terms of this Amendment and further hereby confirms and agrees that, notwithstanding the effectiveness
of this Amendment, the obligations of such Guarantor under each of the Loan Documents to which such Guarantor is a party shall
not be impaired and each of the Loan Documents to which such Guarantor is a party are, and shall continue to be, in full force
and effect and are hereby confirmed and ratified in all respects.


 


(b)          Each
Guarantor hereby acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment,
such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendment to the
Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan
Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.


 


SECTION 6.        Governing
Law. This AMENDMENT AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 7.         Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.


 




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SECTION 8.         Severability.
If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 9.         Headings.
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF,
each of the parties hereto has caused this Agreement to be executed by its duly authorized officer or officers as of the date first
above written.


 





	 	FXCM HOLDINGS, LLC
	 	 	 
	 	By:	FXCM Inc., its Managing Member
	 	 	 
	 	By:	/s/ David S. Sassoon
	 	 	Name: David S. Sassoon
	 	 	Title:  General Counsel
	 	 	 
	 	FXCM NEWCO, LLC
	 	 	 
	 	By:	FXCM HOLDINGS, LLC, its Managing Member
	 	 	 	 
	 	 	By:	FXCM Inc., its Managing Member
	 	 	 	 
	 	 	By:	/s/ David S. Sassoon
	 	 	 	Name: David S. Sassoon
	 	 	 	Title:  General Counsel
	 	 	 	 
	 	FOREX TRADING L.L.C. 
	 	 	 	 
	 	By:	FXCM Holdings, LLC, its Manager
	 	 	 	 
	 	 	By:	 FXCM Inc., its Managing Member
	 	 	 	 
	 	 	By:	/s/ David S. Sassoon
	 	 	Name:	David S. Sassoon
	 	 	Title	 General Counsel







 


[Signature Page to First Amendment to Amended
and Restated Credit Agreement]


 




    	 	 	 



     


    

 


	 	FXCM SYSTEMS, LLC 
	 	 
	 	By:	FXCM  Holdings, LLC, its Manager
	 	 	 	 
	 	 	By:	FXCM Inc., its Managing Member
	 	 	 	 
	 	 	By:	/s/ David S. Sassoon
	 	 	Name:  David S. Sassoon
	 	 	Title:   General Counsel
	 	 	 
	 	YOZMA LLC 
	 	 	 
	 	By:	FXCM Holdings, LLC, its Manager
	 	 	 
	 	 	By:  	FXCM Inc., its Managing Member
	 	 	 	 
	 	 	By:	/s/ David S. Sassoon
	 	 	Name:  David S. Sassoon
	 	 	Title:  General Counsel
	 	 	 
	 	FINANCIAL HORIZONS CAPITAL, LLC
	 	 	 
	 	By:	FXCM Holdings, LLC, its Manager
	 	 	 
	 	 	By:	FXCM Inc., its Managing Member
	 	 	 	 
	 	 	By:	/s/ David S. Sassoon
	 	 	Name: David S. Sassoon
	 	 	Title:  General Counsel


 


[Signature Page to First Amendment to Amended
and Restated Credit Agreement]


 




    	 	 	 



     


    

 


	 	HORIZONS FUNDING, LLC
	 	 	 
	 	By:	Financial Horizons Capital, LLC,
	 	 	its Manager
	 	 	 
	 	 	By: 	FXCM Holdings, LLC, its Manager
	 	 	 
	 	 	By:  	FXCM Inc., its Managing Member
	 	 	 
	 	 	By:	/s/ David S. Sassoon
	 	 	Name: David S. Sassoon
	 	 	Title:  General Counsel


 


[Signature Page to First Amendment to Amended
and Restated Credit Agreement]


 




    	 	 	 



     


    

  


	 	Leucadia National Corporation, as Administrative Agent and as Lender
	 	 	 
	 	By:	/s/ Michael J. Sharp
	 	Name: Michael J. Sharp
	 	Title:  EVP & General Counsel
	 	 	 
	 	LUK-FX HOLDINGS, LLC, 
	 	as Lender
	 	 	 
	 	By:	 Leucadia National Corporation, its sole member
	 	 	 
	 	By:	/s/ Michael J. Sharp
	 	Name: Michael J. Sharp
	 	Title:  EVP & General Counsel


 


[Signature Page to First Amendment to Amended
and Restated Credit Agreement]