exv10w11






Exhibit 10.11




LOAN AND SECURITY AGREEMENT




     THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 29, 2006
(the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation
(“SVB”), as collateral agent (the “Collateral Agent”) for the Lenders and
administrative agent (the “Administrative Agent”) for the Lenders (Collateral Agent
and Administrative Agent are collectively the “Agent”), and the Lenders listed on
Schedule 1.1 and otherwise party hereto, including, without limitation, SVB and
JPMORGAN CHASE BANK, N.A. (“JPMorgan”) (SVB and JPMorgan are, collectively, the
“Joint Bookrunners”) and GAIN CAPITAL HOLDINGS, INC., a Delaware corporation
(“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower
shall repay Lenders. The parties agree as follows:



     1 ACCOUNTING AND OTHER TERMS



     Accounting terms not defined in this Agreement shall be construed following
GAAP. Calculations and determinations must be made following GAAP. Capitalized terms
not otherwise defined in this Agreement shall have the meanings set forth in Section
13. All other terms contained in this Agreement, unless otherwise indicated, shall
have the meaning provided by the Code to the extent such terms are defined therein.



     2 LOAN AND TERMS OF PAYMENT



     2.1 Promise to Pay. Borrower hereby unconditionally promises to pay Lenders the
outstanding
principal amount of all Credit Extensions and accrued and unpaid interest thereon
as and when due in accordance
with this Agreement.



     2.1.1 Term Loan.



          (a) Availability. Lenders shall, jointly and not severally, shall make
one (1) term loan
available to Borrower in an amount up to the Term Loan Amount according to each
lender’s pro rata share of the
Term Loan Amount (based upon the respective Commitment Percentage of each Lender)
on or after ten (10) days
after the Effective Date subject to the satisfaction of the terms and conditions of
this Agreement




          (b) Repayment. In addition to monthly payments of interest, commencing on
October 1,
2006, Borrower shall repay the Term Loan in (i) twelve (12) equal quarterly
installments of principal, plus (ii)
monthly payments of accrued interest (the “Term Loan Payment”). Borrower’s final
Term Loan Payment, due on
the Term Loan Maturity Date, shall include all outstanding principal and accrued
and unpaid interest under the Term
Loan.




     2.2 General Provisions Relating to the Credit Extensions. Each Credit Extension
shall, at
Borrower’s option in accordance with the terms of this Agreement, be either in the
form of a Prime Rate Credit
Extension or a LIBOR Credit Extension; provided that in no event shall Borrower
maintain at any time LIBOR
Credit Extension having more than one (1) different Interest Period. Borrower
shall pay interest accrued on the
Credit Extensions at the rates and in the manner set forth in Section 2.3(a).



     2.3 Payment of Interest on the Credit Extensions.



          (a) Computation of Interest. Interest on the Credit Extensions and all fees
payable hereunder shall be computed on the basis of a 360-day year and the actual number of days
elapsed in the period during which
such interest accrues. In computing interest on any Credit Extension, the date of
the making of such Credit
Extension shall be included and the date of payment shall be excluded; provided,
however, that if any Credit
Extension is repaid on the same day on which it is made, such day shall be included
in computing interest on such
Credit Extension.




          (b) Credit Extensions. Each Credit Extension shall bear interest on the
outstanding principal
amount thereof from the date when made, continued or converted until paid in full
at a rate per annum equal to the
Prime Rate plus the Prime Rate Margin or the LIBOR Rate plus the LIBOR Rate Margin,
as the case may be. On
and after the expiration of any Interest Period applicable to any LIBOR Credit
Extension outstanding on the date of
occurrence of an Event of Default or acceleration of the Obligations, the Effective
Amount of such LIBOR Credit
Extension shall, during the continuance of such Event of Default or after
acceleration, bear interest at a rate per
annum equal to the Default Rate (as defined below). Pursuant to the terms hereof,
interest on each Credit Extension




 









 








shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on
the date of any prepayment of any Credit Extension pursuant to this Agreement for the
portion of any Credit Extension so prepaid and upon payment (including prepayment) in
full thereof. All accrued but unpaid interest on the Credit Extensions shall be due
and payable on the Term Loan Maturity Date.




          (c) Default Rate. Except as otherwise provided in Section 2.3(b), after an Event
of Default,
Obligations shall bear interest five percent (5.00%) above the Prime Rate (the
“Default Rate”). Payment or
acceptance of the increased interest provided in this Section 2.3(c) is not a
permitted alternative to timely payment
and shall not constitute a waiver of any Event of Default or otherwise prejudice
or limit any rights or remedies of
Agent or Lenders.




          (d) Prime Rate Credit Extensions. Each change in the interest rate of the
Prime Rate Credit
Extensions based on changes in the Prime Rate shall be effective on the effective
date of such change and to the
extent of such change. Agent shall use its best efforts to give Borrower prompt
notice of any such change in the
Prime Rate; provided, however, that any failure by Agent to provide Borrower with
notice hereunder shall not affect
Agent’s right to make changes in the interest rate of the Prime Rate Credit
Extensions based on changes in the Prime
Rate.




          (e) LIBOR Credit Extensions. The interest rate applicable to each LIBOR
Credit Extension
shall be determined in accordance with Section 3.6(a) hereunder. Subject to
Sections 3.6 and 3.7, such rate shall
apply during the entire Interest Period applicable to such LIBOR Credit Extension,
and interest calculated thereon
shall be payable on the Interest Payment Date applicable to such LIBOR Credit
Extension.




          (f) Debit of Accounts. Agent may debit any of Borrower’s deposit
accounts, including the
Designated Deposit Account, for principal and interest payments when due, or any
other amounts Borrower owes
Lenders, when due. These debits shall not constitute a set-off.




          (g) Payments. Unless otherwise provided, interest is payable monthly on
the first calendar
day of each month. Payments of principal and/or interest received after 12:00
noon Eastern time are considered
received at the opening of business on the next Business Day. When a payment is
due on a day that is not a
Business Day, the payment is due the next Business Day and additional fees or
interest, as applicable, shall continue
to accrue.




     2.4 Fees. Borrower shall pay to Agent:



          (a) Commitment Fee. A fully earned, non-refundable commitment fee of Two
Hundred
Twenty-Five Thousand Dollars ($225,000.00) (to be shared between Lenders
pursuant to their respective
Commitment Percentages), on the Effective Date;




          (b) Prepayment Fee. The Prepayment Fee, when due hereunder (unless the
prepayment
occurs in connection with any prepayment required by regulatory actions, in which
case no Prepayment Fee shall be
due or owing hereunder); and




          (c) Lenders’ Expenses. All Lenders’ Expenses (including reasonable
attorneys’ fees and
expenses, plus expenses, for documentation and negotiation of this Agreement)
incurred through and after the
Effective Date, when due.




     3 CONDITIONS OF LOANS



     3.1 Conditions Precedent to Initial Credit Extension. The Lenders’ obligation to
make the initial Credit Extension is subject to the condition precedent that Agent
shall have received, in form and substance satisfactory to Agent, such documents, and
completion of such other matters, as Agent may reasonably deem necessary or
appropriate, including, without limitation:



          (a) Duly executed original signatures to the Loan Documents to which it is a party;




          (b) Duly executed original signatures by each Lender to each Loan Document to
which it is a party;





-2-









 








          (c) Duly executed original signatures to the Control Agreements;




          (d) Borrower, Gain Holdings, LLC, Gain Capital Group, Inc. and Gain Capital, Inc.
shall
have delivered their Operating Documents and good standing certificate of Borrower,
Gain Holdings, LLC, Gain
Capital Group, Inc. and Gain Capital, Inc. certified by the Secretary of State of
the State of Delaware as of a date no
earlier than thirty (30) days prior to the Effective Date;




          (e) Duly executed Guaranty by Guarantor;




          (f) Duly executed Pledge Agreement by Borrower (with respect to membership interest
in Gain Holdings, LLC);




          (g) Duly executed original signatures to the completed Borrowing Resolutions for
Borrower;




          (h) Agent shall have received certified copies, dated as of a recent date, of
financing statement searches, as Agent shall request, accompanied by written evidence
(including any UCC termination statements) that the Liens indicated in any such
financing statements either constitute Permitted Liens or have been or, in connection
with the initial Credit Extension, will be terminated or released, together with any
other searches that either Lender may require;




          (i) Borrower shall have delivered a solvency certificate in favor of Lenders in form
and substance acceptable to Lenders;




          (j) Borrower shall have delivered a legal opinion of Borrower’s and Guarantor’s
counsel dated as of the Effective Date together with the duly executed original signatures thereto;




          (k) Solvency opinion, from an independent issuer acceptable to Lenders and their
sole and absolute discretion;




          (l) Evidence that the Capitalization Event has occurred or will occur with funding of
Credit Extension; and




          (m) Borrower shall have paid the fees and Lenders’ Expenses then due as
specified in Section 2.4 hereof.




     3.2 Conditions Precedent to all Credit Extensions. The obligations of Lenders to
make each Credit Extension, including the initial Credit Extension, is subject to the following:



          (a) timely receipt of a Notice of Borrowing by each Lender;




          (b) the representations and warranties in Section 5 shall be true in all material
respects on the date of the Notice of Borrowing and on the Funding Date of each Credit Extension;
provided, however, 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; and provided, further that those
representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material
respects as of such date, and no
Default or Event of Default shall have occurred and be continuing or result from
the Credit Extension. Each Credit
Extension is Borrower’s representation and warranty on that date that the
representations and warranties in Section 5
remain true in all material respects; provided, however, 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; and provided,
further that those representations and warranties expressly referring to a specific
date shall be true, accurate and complete in all material respects as of such date; and




          (c) in each Lenders’ sole discretion, there has not been any material impairment in
the general affairs, management, results of operation, financial condition or the
prospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from
the most recent business plan of Borrower presented to and accepted by Agent.




     3.3 Covenant to Deliver.



-3-









 





     Borrower agrees to deliver to Agent each item required to be delivered to Agent
under this Agreement as a condition to any Credit Extension. Borrower expressly agrees
that the extension of a Credit Extension prior to the receipt by Agent of any such
item shall not constitute a waiver by Agent of Borrower’s obligation to deliver such
item, and any such extension in the absence of a required item shall be in Agent’s
sole discretion.



     3.4 Procedure for the Borrowing of Credit Extensions.



          (a) Subject to the prior satisfaction of all other applicable conditions to the
making of a Credit Extension set forth in this Agreement, each Credit Extension shall be made
upon Borrower’s irrevocable
written notice delivered to Agent in the form of a Notice of Borrowing, each
executed by a Responsible Officer of
Borrower or his or her designee or without instructions if the Credit Extensions
are necessary to meet Obligations
which have become due. Agent may rely on any telephone notice given by a person
whom Agent believes is a
Responsible Officer or designee. Borrower will indemnify Lenders for any loss
Lenders suffer due to such reliance
by Agent. Such Notice of Borrowing must be received by Agent prior to 11:00 a.m.
Eastern time, (i) at least three
(3) Business Days prior to the requested Funding Date, in the case of LIBOR Credit
Extensions, and (ii) at least one
(1) Business Day prior to the requested Funding Date, in the case of Prime Rate
Credit Extensions, specifying:




               (i) the amount of the Credit Extension, which, if a LIBOR Credit Extension is
requested, shall be in an aggregate minimum principal amount of $1,000,000 or in any
integral multiple of S1,000,000 in excess thereof;



               (ii) the requested Funding Date; and



               (iii) whether the Credit Extension is to be comprised of LIBOR Credit
Extensions or Prime Rate Credit Extensions.



          (b) The proceeds of all such Credit Extensions will then be made available to
Borrower on the Funding Date by Lenders by transfer to the Designated Deposit Account and,
subsequently, by wire transfer to
such other account as Borrower may instruct in the Notice of Borrowing. No Credit
Extensions shall be deemed
made to Borrower, and no interest shall accrue on any such Credit Extension, until
the related funds have been deposited in the Designated Deposit Account.




     3.5 Conversion and Continuation Elections.



          (a) So long as (i) no Event of Default or Default exists; (ii) Borrower shall not
have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied
with such customary procedures as
Lenders have established from time to time for Borrower’s requests for LIBOR
Credit Extensions, Borrower may, upon irrevocable written notice to Agent:




               (i) elect to convert on any Business Day, Prime Rate Credit Extensions in an
amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR
Credit Extensions;



               (ii) elect to continue on any Interest Payment Date any LIBOR Credit
Extensions
maturing on such Interest Payment Date (or any part thereof in an amount equal to
$1,000,000 or any integral multiple of $1,000,000 in excess thereof); provided, that
if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by
payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such
LIBOR Credit Extensions shall automatically convert into Prime Rate Credit
Extensions, and on and after such date the right of Borrower to continue such Credit
Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall
terminate; or



               (iii) elect to convert on any Interest Payment Date any LIBOR Credit
Extensions
maturing on such Interest Payment Date (or any part thereof in an amount equal to
$1,000,000 or any integral multiple of $1,000,000 in excess thereof) into Prime Rate
Credit Extensions.



          (b) Borrower shall deliver a Notice of Conversion/Continuation in
accordance with Section 10 to be received by Agent prior to 11:00 a.m. Eastern time at least (i)
three (3) Business Days in advance
of the Conversion Date or Continuation Date, if any Credit Extensions are to be
converted into or continued as
LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the
Conversion Date, if any Credit
Extensions are to be converted into Prime Rate Credit Extensions, in each case
specifying the:




-4-









 








               (i) proposed Conversion Date or Continuation Date;



               (ii) aggregate amount of the Credit Extensions to be converted or
continued which,
if any Credit Extensions are to be converted into or continued as LIBOR Credit
Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any
integral multiple of $1,000,000 in excess thereof; and



               (iii) nature of the proposed conversion or continuation.



          (c) If upon the expiration of any Interest Period applicable to any LIBOR Credit
Extensions, Borrower shall have failed to timely select a new Interest Period to be applicable
to such LIBOR Credit Extensions,
Borrower shall be deemed to have elected to convert such LIBOR Credit Extensions
into Prime Rate Credit Extensions.




          (d) Any LIBOR Credit Extensions shall, at Agent’s option, convert into Prime Rate
Credit Extensions in the event that (i) an Event of Default or Default shall exist, or
(ii) the aggregate principal amount of
the Prime Rate Credit Extensions which have been previously converted to LIBOR
Credit Extensions, or the
aggregate principal amount of existing LIBOR Credit Extensions continued, as the
case may be, at the beginning of
an Interest Period shall at any time during such Interest Period exceed the Term
Loan Amount. Borrower agrees to
pay Agent, upon demand by Agent (or Agent or Lenders may, at their option, charge
the Designated Deposit
Account or any other account Borrower maintains with Lenders) any amounts required
to compensate Agent and
Lenders for any loss {including loss of anticipated profits), cost, or expense
incurred by Agent or Lenders, as a result
of the conversion of LIBOR Credit Extensions to Prime Rate Credit Extensions
pursuant to any of the foregoing.




          (e) Notwithstanding anything to the contrary contained herein, Lenders shall not
be required to purchase United States Dollar deposits in the London interbank market or other
applicable LIBOR market to fund
any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as
if Lenders had purchased such
deposits to fund the LIBOR Credit Extensions.




     3.6 Special Provisions Governing LIBOR Credit Extensions.



     Notwithstanding any other provision of this Agreement to the contrary, the
following provisions shall govern with respect to LIBOR Credit Extensions as to the
matters covered:



          (a) Determination of Applicable Interest Rate. As soon as practicable on
each Interest Rate Determination Date, Agent shall determine (which determination shall, absent
manifest error in calculation, be final,
conclusive and binding upon all parties) the interest rate that shall apply to the
LIBOR Credit Extensions for which
an interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.




          (b) Inability to Determine Applicable Interest Rate. In the
event that Agent shall have
determined (which determination shall be final and conclusive and binding upon all
parties hereto), on any Interest
Rate Determination Date with respect to any LIBOR Credit Extension, that by reason
of circumstances affecting the
London interbank market adequate and fair means do not exist for ascertaining the
interest rate applicable to such
Credit Extension on the basis provided for in the definition of LIBOR, Agent shall
on such date give notice (by
facsimile or by telephone confirmed in writing) to Borrower of such determination,
whereupon (i) no Credit
Extensions may be made as, or converted to, LIBOR Credit Extensions until such
time as Agent notifies Borrower
that the circumstances giving rise to such notice no longer exist, and (ii) any
Notice of Borrowing or Notice of
Conversion/Continuation given by Borrower with respect to Credit Extensions in
respect of which such determination was made shall be deemed to be rescinded by Borrower.




          (c) Compensation for Breakage or Non-Commencement of Interest Periods.
Borrower shall compensate Agent and Lenders, upon written request by Agent and/or Lenders (which
request shall set forth the
manner and method of computing such compensation), for all reasonable losses,
expenses and liabilities, if any
(including any interest paid by Agent and/or Lenders to lenders of funds borrowed
by it to make or carry its LIBOR
Credit Extensions and any loss, expense or liability incurred by Agent and/or
Lenders in connection with the
liquidation or re-employment of such funds) such that Agent and/or Lenders may
incur: (i) if for any reason (other
than a default by Agent and/or Lenders or due to any failure of Lenders to fund
LIBOR Credit Extensions due to
impracticability or illegality under Sections 3.7(d) and 3.7(e)) a borrowing or a
conversion to or continuation of any
LIBOR Credit Extension does not occur on a date specified in a Notice of
Borrowing or a Notice of




-5-









 







Conversion/Continuation, as the case may be, or (ii) if any principal payment or any
conversion of any of its LIBOR Credit Extensions occurs on a date prior to the last
day of an Interest Period applicable to that Credit Extension.




          (d) Assumptions Concerning Funding of LIBOR Credit Extensions.
Calculation of all amounts payable to Lenders under this Section 3.6 and under Section 3.4 shall be
made as though Lenders had
actually funded each of its relevant LIBOR Credit Extensions through the purchase
of a Eurodollar deposit bearing
interest at the rate obtained pursuant to the definition of LIBOR Rate in an
amount equal to the amount of such
LIBOR Credit Extension and having a maturity comparable to the relevant Interest
Period; provided, however, that
Lenders may fund each of their LIBOR Credit Extensions in any manner it sees fit
and the foregoing assumptions
shall be utilized only for the purposes of calculating amounts payable under this
Section 3.6 and under Section 3.4.




          (e)
LIBOR Credit Extensions After Default. After the occurrence and
during the
continuance of an Event of Default, (i) Borrower may not elect to have a Credit
Extension be made or continued as, or converted to, a LIBOR Credit Extension after the
expiration of any Interest Period then in effect for such Credit Extension and (ii)
subject to the provisions of Section 3.6(c), any Notice of Conversion/Continuation
given by Borrower with respect to a requested conversion/continuation that has not yet
occurred shall be deemed to be rescinded by Borrower and be deemed a request to convert
or continue Credit Extensions referred to therein as Prime Rate Credit Extensions.




     3.7 Additional Requirements/Provisions Regarding LIBOR Credit Extensions.



          (a) If for any reason (including voluntary or mandatory prepayment or
acceleration), any Lender receives all or part of the principal amount of a LIBOR Credit Extension
prior to the last day of the Interest
Period for such Credit Extension, Borrower shall immediately notify Borrower’s
account officer at Agent and, on
demand by Agent, pay Lenders the amount (if any) by which (i) the additional
interest which would have been
payable on the amount so received had it not been received until the last day of
such Interest Period exceeds (ii) the
interest which would have been recoverable by Lenders by placing the amount so
received on deposit in the
certificate of deposit markets, the offshore currency markets, or United States
Treasury investment products, as the
case may be, for a period starting on the date on which it was so received and
ending on the last day of such Interest
Period at the interest rate determined by each Lender in such Lender’s reasonable
discretion. Lenders’ determination as to such amount shall be conclusive absent manifest error.




          (b) Borrower shall pay Lenders, upon demand by Agent, from time to time such
amounts as Lenders may determine to be necessary to compensate it for any costs incurred by
Lenders that Lenders determine
are attributable to its making or maintaining of any amount receivable by Lenders
hereunder in respect of any Credit
Extensions relating thereto (such increases in costs and reductions in amounts
receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which:




               (i) changes the basis of taxation of any amounts payable to Lenders under this
Agreement in respect of any Credit Extensions (other than changes which affect taxes
measured by or imposed on the overall net income of Lenders by the jurisdiction in
which Lenders have their respective principal offices);



               (ii) imposes or modifies any reserve, special deposit or similar
requirements relating
to any extensions of credit or other assets of, or any deposits with, or other
liabilities of Lenders (including any Credit Extensions or any deposits referred to
in the definition of LIBOR); or



               (iii) imposes any other condition affecting this Agreement (or any of such
extensions of credit or liabilities).



     Agent will notify Borrower of any event occurring after the Closing Date which
will entitle Lenders to compensation pursuant to this Section 3.7 as promptly as
practicable after it obtains knowledge thereof and determines to request such
compensation. Agent will furnish Borrower with a statement setting forth the basis
and amount of each request by Lenders for compensation under this Section 3.7.
Determinations and allocations by Lenders for purposes of this Section 3.7 of the
effect of any Regulatory Change on its costs of maintaining its obligations to make
Credit Extensions, of making or maintaining Credit Extensions, or on amounts
receivable by it in respect of Credit Extensions, and of the additional amounts
required to compensate Lenders in respect of any Additional Costs, shall be
conclusive absent manifest error.



-6-









 





          (c) If Lenders shall determine that the adoption or implementation of any
applicable law, rule, regulation, or treaty regarding capital adequacy, or any change therein, or
any change in the interpretation or
administration thereof by any governmental authority, central bank, or comparable
agency charged with the
interpretation or administration thereof, or compliance by Lenders (or their
applicable respective lending offices)
with any respect or directive regarding capital adequacy (whether or not having the
force of law) of any such
authority, central bank, or comparable agency, has or would have the effect of
reducing the rate of return on capital
of Lenders or any person, or entity controlling any Lender (a “Parent”) as a
consequence of its obligations hereunder
to a level below that which any Lender (or its Parent) could have achieved but for
such adoption, change, or
compliance (taking into consideration policies with respect to capital adequacy) by
an amount deemed by any
Lender to be material, then from time to time, within fifteen (15) days after
demand by Agent, Borrower shall pay to
Lenders such additional amount or amounts as will compensate Lenders for such
reduction. A statement of Agent
claiming compensation under this Section 3.7(c) and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive absent manifest error.




          (d) If, at any time, any Lender, in its sole and absolute discretion, determines
that (i) the amount of LIBOR Credit Extensions for periods equal to the corresponding Interest
Periods are not available to such
Lender in the offshore currency interbank markets, or (ii) LIBOR does not
accurately reflect the cost to Lenders of
lending the LIBOR Credit Extensions, then Agent shall promptly give notice thereof
to Borrower. Upon the giving
of such notice, each Lender’s obligation to make the LIBOR Credit Extensions shall
terminate; provided, however,
Credit Extensions shall not terminate if Agent, each Lender and Borrower agree in
writing to a different interest rate applicable to LIBOR Credit Extensions.




          (e) If it shall become unlawful for Agent or Lenders to continue to fund or
maintain any LIBOR Credit Extensions, or to perform its obligations hereunder, upon demand by
Agent, Borrower shall prepay
the Credit Extensions in full with accrued interest thereon and all other amounts
payable by Borrower hereunder
(including, without limitation, any amount payable in connection with such
prepayment pursuant to Section 3.7(a)).
Notwithstanding the foregoing, to the extent a determination by Agent as described
above relates to a LIBOR Credit
Extension then being requested by Borrower pursuant to a Notice of Borrowing or a
Notice of Conversion/Continuation, Borrower shall have the option, subject to the provisions
of Section 3.6(c), to (i) rescind
such Notice of Borrowing or Notice of Conversion/Continuation by giving notice (by
facsimile or by telephone
confirmed in writing) to Agent of such rescission on the date on which Agent gives
notice of its determination as
described above, or (ii) modify such Notice of Borrowing or Notice of
Conversion/Continuation to obtain a Prime
Rate Credit Extension or to have outstanding Credit Extensions converted into or
continued as Prime Rate Credit
Extensions by giving notice (by facsimile or by telephone confirmed in writing) to
Agent of such modification on the date on which Agent gives notice of its determination as described above.




     3.8 Notices. Any information delivered to Agent pursuant to this
Section 3 shall promptly be delivered by Agent to each Lender in order to satisfy
each Lender’s obligations hereunder.



     4 CREATION OF SECURITY INTEREST



     4.1 Grant of Security Interest. Borrower hereby grants Agent, for the ratable
benefit of the Lenders, and to each Lender, to secure the payment and performance in full of all of the
Obligations, a continuing security
interest in, and pledges to Agent, for the ratable benefit of the Lenders, and to
each Lender, the Collateral, wherever
located, whether now owned or hereafter acquired or arising, and all proceeds and
products thereof. Borrower
represents, warrants, and covenants that the security interest granted herein is
and shall at all times continue to be a
first priority perfected security interest in the Collateral (subject only to
Permitted Liens that may have superior
priority to Lenders’ Lien under this Agreement). If Borrower shall acquire a
commercial tort claim, Borrower shall
promptly notify Agent in a writing signed by Borrower of the general details
thereof and grant to Agent and Lenders
in such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Agent.



     If this Agreement is terminated, Lenders’ Lien in the Collateral shall continue
until the Obligations (other than inchoate indemnity obligations) are repaid in full
in cash. Upon payment in full in cash of the Obligations and at such time as Lenders’
obligation to make Credit Extensions has terminated, Lenders shall, at Borrower’s
sole cost and expense, release its Liens in the Collateral and all rights therein
shall revert to Borrower.



     4.2 Authorization to File Financing Statements. Borrower hereby authorizes
Agent to file financing statements, without notice to Borrower, with all appropriate
jurisdictions to perfect or protect Agent’s and



-7-









 




Lenders’ interest or rights hereunder, including a notice that any disposition of the
Collateral, by either Borrower or any other Person, shall be deemed to violate the
rights of the Lenders under the Code.




     5 REPRESENTATIONS AND WARRANTIES



          Borrower represents and warrants, with respect to itself, and its Subsidiaries:




     5.1 Due Organization and Authorization. Borrower and each of its Subsidiaries are
duly existing arid in good standing, as Registered Organizations in their respective
jurisdictions of formation and are qualified and
licensed to do business and are in good standing in any jurisdiction in which the
conduct of their business or their
ownership of property requires that they be qualified except where the failure to
do so could not reasonably be
expected to have a material adverse effect on Borrower’s business. In connection
with this Agreement, Borrower
has delivered to Agent and Lenders a completed certificate signed by Borrower (the
“Perfection Certificate”).
Borrower represents and warrants to Agent and each Lender that (a) Borrower’s
exact legal name is that indicated
on the Perfection Certificate and on the signature page hereof; (b) Borrower is an
organization of the type and is
organized in the jurisdiction set forth in the Perfection Certificate; (c) the
Perfection Certificate accurately sets forth
Borrower’s organizational identification number or accurately states that Borrower
has none; (d) the Perfection
Certificate accurately sets forth Borrower’s place of business, or, if more than
one, its chief executive office as well
as Borrower’s mailing address (if different than its chief executive office); (e)
Borrower (and each of its
predecessors) has not, in the past five (5) years, changed its jurisdiction of
formation, organizational structure or
type, or any organizational number assigned by its jurisdiction; and (f) all other
information set forth on the
Perfection Certificate pertaining to Borrower and each of its Subsidiaries is
accurate and complete. If Borrower is
not now a Registered Organization but later becomes one, Borrower shall promptly
notify Agent of such occurrence and provide Agent with Borrower’s organizational identification number.



     The execution, delivery and performance of the Loan Documents have been duly
authorized, and do not conflict with Borrower’s or its Subsidiaries’ organizational
documents, nor constitute an event of default under any material agreement by which
Borrower or any one of its Subsidiaries is bound. Borrower and its Subsidiaries are
not in default under any agreement to which it is a party or by which it is bound in
which the default could have a material adverse effect on Borrower’s or such
Subsidiary’s business.



     5.2 Collateral. Borrower has good title to, has rights in, and the power to
transfer each item of the
Collateral upon which it purports to grant a Lien hereunder, free and clear of any
and all Liens except Permitted
Liens. Borrower has no deposit accounts other than the deposit accounts with
Lenders, the deposit accounts, if any,
described in the Perfection Certificate delivered to Agent and Lenders in
connection herewith, or of which Borrower
has given Agent notice and taken such actions as are necessary to give Agent and
Lenders a perfected security interest therein.



     The Collateral is not in the possession of any third party bailee (such as a
warehouse) except as otherwise provided in the Perfection Certificate. None of the
components of the Collateral shall be maintained at locations other than as provided
in the Perfection Certificate or as Borrower has given Agent notice pursuant to
Section 7.2. In the event that Borrower, after the date hereof, intends to store or
otherwise deliver any portion of the Collateral to a bailee, then Borrower will first
receive the written consent of Lenders and such bailee must execute and deliver a
bailee agreement in form and substance satisfactory to Lenders in their sole
discretion.



     All Inventory is in all material respects of good and marketable quality, free from material
defects.



     Except as noted on the Perfection Certificate, Borrower is not a party to, nor
is bound by, any license or other agreement with respect to which Borrower is the
licensee that prohibits or otherwise restricts Borrower from granting a security
interest in Borrower’s interest in such license or agreement or any other property.
Borrower shall provide written notice to Agent within ten (10) days of entering or
becoming bound by any such license or agreement which is reasonably likely to have a
material impact on Borrower’s business or financial condition (other than
over-the-counter software that is commercially available to the public). Borrower
shall take such steps as Lenders request to obtain the consent of, or waiver by, any
person whose consent or waiver is necessary for all such licenses or contract rights
to be deemed “Collateral” and for Lenders to have a security interest in it that
might otherwise be restricted or prohibited by law or by the terms of any such
license or agreement (such consent or authorization may include a licensor’s
agreement to a contingent assignment of the license to Lenders if Lenders determine
that is necessary in their good faith judgment), whether now existing or entered into
in the future.




-8-











 





     5.3 Litigation. There are no actions or proceedings pending or, to the knowledge
of the Responsible Officers, threatened in writing by or against Borrower or any of
its Subsidiaries involving more than Fifty Thousand Dollars ($50,000.00).



     5.4 No Material Deviation in Financial Statements. All consolidated financial
statements for Borrower and any of its Subsidiaries delivered to Agent fairly present
in all material respects Borrower’s consolidated financial condition and Borrower’s
consolidated results of operations. There has not been any material deterioration in
Borrower’s consolidated financial condition since the date of the most recent financial
statements submitted to Agent.



     5.5 Solvency. The fair salable value of Borrower’s and each of its Subsidiaries’
assets (including goodwill minus disposition costs) exceeds the fair value of its
liabilities and will continue to exceed the fair value of its liabilities immediately
after the Term Loan advance and Dividend hereunder; Borrower and each of its
Subsidiaries are not left with unreasonably small capital after the transactions in
this Agreement; and Borrower and each of its Subsidiaries are able to pay their debts
(including trade debts) as they mature.



     5.6 Regulatory Compliance. Borrower is not an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act. Borrower is
not engaged as one of its important activities in extending credit for margin stock
(under Regulations T and U of the Federal Reserve Board of Governors). Borrower has
complied in all material respects with the Federal Fair Labor Standards Act. Borrower
has not violated any laws, ordinances or rules, the violation of which could reasonably
be expected to have a material adverse effect on its business. None of Borrower’s or
any of its Subsidiaries’ properties or assets has been used by Borrower or any
Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing,
producing, storing, treating, or transporting any hazardous substance other than
legally. Borrower and each of its Subsidiaries have obtained all consents, approvals
and authorizations of, made all declarations or filings with, and given all notices to,
all government authorities that are necessary to continue its business as currently
conducted.



     5.7 Investments. Borrower does not own any stock, partnership interest or other
equity securities except for Permitted Investments.



     5.8 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all
required tax returns and reports, and Borrower and its Subsidiaries have timely paid
all foreign, federal, state and local taxes, assessments, deposits and contributions
owed by Borrower. Borrower and its Subsidiaries may defer payment of any contested
taxes, provided that Borrower or such Subsidiaries, as appropriate (a) in good faith
contests its obligation to pay the taxes by appropriate proceedings promptly and
diligently instituted and conducted, (b) notifies Agent in writing of the commencement
of, and any material development in, the proceedings, (c) posts bonds or takes any
other steps required to prevent the governmental authority levying such contested taxes
from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”.
Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or
its Subsidiaries’ prior tax years which could result in additional taxes becoming due
and payable by Borrower or such Subsidiaries. Borrower or its Subsidiaries have paid
all amounts necessary to fund all present pension, profit sharing and deferred
compensation plans in accordance with their terms, and Borrower and its Subsidiaries
have not withdrawn from participation in, and has not permitted partial or complete
termination of, or permitted the occurrence of any other event with respect to, any
such plan which could reasonably be expected to result in any liability of Borrower or
such Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation
or its successors or any other governmental agency.



     5.9 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions
solely to fund the Dividend.



     5.10 Source of Repayment. Based upon written agreements with Borrower’s
Subsidiaries, in the event that Borrower does not have sufficient funds to repay the
Obligations when due, Borrower’s Subsidiaries will distribute to Borrower sufficient
amounts to repay its Obligations. Such agreements are attached hereto
as Schedule
5.10. The Obligations of Borrower hereunder shall not be affected by such
agreements.



     5.11 Organizational Structure. The organizational and capital structure of
Borrower and its Subsidiaries, as detailed on
Schedule 5.11, will not change without
the prior written consent of the Lenders.



     5.12 Full Disclosure. No written representation, warranty or other statement of
Borrower or its Subsidiaries in any certificate or written statement given to Agent or
any Lender, as of the date such representations,



-9-









 




warranties, or other statements were made, taken together with all such written
certificates and written statements given to Agent or any Lender, contains any untrue
statement of a material fact or omits to state a material fact necessary to make the
statements contained in the certificates or statements not misleading (it being
recognized by Agent that the projections and forecasts provided by Borrower (with
respect to the Borrower or its Subsidiaries) in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period or
periods covered by such projections and forecasts may differ from the projected or
forecasted results).




     6 AFFIRMATIVE COVENANTS



     Borrower shall do all of the following, with respect to itself, and (other than
with respect to Section 6.6) its Subsidiaries:



     6.1 Government Compliance. Maintain its and all its Subsidiaries’ legal
existence and good standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on Borrower’s or its Subsidiaries’
business or operations. Borrower shall comply, and have each Subsidiary comply, with
all laws, ordinances and regulations to which it is subject, the noncompliance with
which could have a material adverse effect on Borrower’s or its Subsidiaries’ business.



     6.2 Financial Statements, Reports, Certificates.



          (a) Deliver to Agent: (i) as soon as available, but no later than thirty (30) days
after the last day of each month, a company prepared consolidated and consolidating
balance sheet and income statement covering Borrower’s consolidated and consolidating
operations during the period certified by a Responsible Officer and in a form acceptable
to Agent; (ii) as soon as available, but no later than one hundred fifty (150) days
after the last day of Borrower’s fiscal year, audited consolidated and consolidating
financial statements prepared under GAAP, consistently applied, together with an
unqualified opinion on the financial statements from an independent certified public
accounting firm acceptable to Agent in its reasonable discretion; (iii) within five (5)
days of delivery, copies of all financial statements and reports made available to
Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event
that Borrower becomes subject to the reporting requirements under the Securities
Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form
10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto
on Borrower’s or another website on the internet; (v) contemporaneously with the
submission of such filings or the delivery of such reports, copies of all filings
submitted to regulators including, without limitation, the monthly reports delivered to
the Commodity Futures Trading Commission; (vi) a prompt report of any legal actions
pending or threatened against Borrower or any of its Subsidiaries that could result in
damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars
($50,000) or more; and (vii) budgets, sales projections, operating plans and other
financial information reasonably requested by Agent.




          (b) Within thirty (30) days after the last day of each month, deliver to Agent with
the monthly financial statements, a duly completed Compliance Certificate signed by a
Responsible Officer setting forth calculations showing compliance with the financial
covenants set forth in this Agreement.




     6.3 Intentionally omitted.



     6.4 Taxes; Pensions. Make, and cause each of its Subsidiaries to make, timely
payment of all foreign, federal, state, and local taxes or assessments (other than taxes
and assessments which Borrower or its Subsidiaries are contesting pursuant to the terms
of Section 5.8 hereof) and shall deliver to Agent, on demand, appropriate certificates
attesting to such payments, and pay all amounts necessary to fund all present pension,
profit sharing and deferred compensation plans in accordance with their terms.



     6.5 Insurance. Keep its business and the Collateral insured for risks and in
amounts standard for companies in Borrower’s and each Subsidiary’s industry and location
and as Lenders may reasonably request. Insurance policies shall be in a form, with
companies, and in amounts that are satisfactory to Lenders.



     6.6 Operating Accounts.



          (a) Maintain an operating account with Agent.




-10-









 





          (b) Provide Agent five (5) days prior written notice before establishing any
Collateral Account at or with any bank or financial institution other than Agent or
its Affiliates. In addition, for each Collateral Account that Borrower or Guarantor
at any time maintains, Borrower shall cause the applicable bank or financial
institution (other than Agent) at or with which any Collateral Account is maintained
to execute and deliver a Control Agreement or other appropriate instrument with
respect to such Collateral Account to perfect Lenders’ Lien in such Collateral
Account in accordance with the terms hereunder. The provisions of the previous
sentence shall not apply to deposit accounts exclusively used for payroll, payroll
taxes and other employee wage and benefit payments to or for the benefit of
Borrower’s employees and identified to Agent by Borrower as such,




     6.7 Financial Covenants.



          Borrower and its Subsidiaries shall maintain at all times, to be tested as of
the last day of each quarter, on a consolidated basis, unless otherwise noted:




          (a) Debt Service Coverage Ratio. A ratio of EBITDA (plus all other
non-cash and/or non-recurring expenses) for the subject quarter to the aggregate amount
of Borrower’s quarterly principal payment and monthly interest payments for borrowed
money (with respect to the three (3) months during such quarter), in each case
calculated as of the last day of each fiscal quarter, of at least (i) 2.0 to 1.0 as of
the quarters ending March 31, 2006, June 30, 2006, and September 30, 2006, (ii) 1.50 to
1.0 as of the quarters ending December 31, 2006 and March 31, 2007, (iii) 1.75 to 1.0 as
of the quarter ending June 30, 2007, and (iv) 2.0 to 1.0 as of the quarter ending
September 30, 2007 and as of the last day of each subsequent fiscal quarter.




          (b) Total Funded Debt/EBITDA. A Total Funded Debt Ratio (with respect
to the immediately preceding twelve (12) month period) of a
maximum of (i) 2.0 to 1.0 as
of the quarters ending March 31, 2006, June 30, 2006, and September 30, 2006, (ii) 1.75
to 1.0 as of the quarter ending December 31, 2006, and (iii) 1.50 to 1.0 as of the
quarter ending March 31, 2007 and as of each subsequent quarter ending thereafter.




     6.8 Litigation Cooperation. From the date hereof and continuing through the
termination of this Agreement, make available to Agent, without expense to Agent,
Borrower and its Subsidiaries, and each of their officers, employees and agents and
books and records, to the extent that Agent may deem them reasonably necessary to
prosecute or defend any third-party suit or proceeding instituted by or against Agent or
any Lender with respect to any Collateral or relating to Borrower or its Subsidiaries.



     6.9 Regulatory Change. Pursuant to a certain Stock Purchase Agreement dated as of
March 27, 2006, VantagePoint has entered into an agreement with Borrower to invest
additional funds or pay off the Obligations if any regulatory change classifies the
Obligations hereunder as obligations of any of its Subsidiaries, and cause VantagePoint
to invest additional funds or pay off the Obligations pursuant to such agreement. It
is hereby agreed that the Lenders will be third party beneficiaries of any agreement
between Borrower and VantagePoint pertaining to the actions required by the preceding
sentence. Borrower hereby agrees: (i) not to amend the provisions of Section 2.3 of
the Stock Purchase Agreement without the prior written consent of the Lenders, (ii) if
any events giving rise to the “Second Closing” (as defined in the Stock Purchase
Agreement) occur, then Borrower will exercise its rights to cause the Second Closing to
occur, subject to the terms of the Stock Purchase Agreement, and (iii) upon receipt of
such proceeds, Borrower shall, at the request of the Lenders, repay the Obligations
hereunder.



     6.10 Further Assurances. Borrower shall execute any further instruments and take
further action as Agent and/or Lenders reasonably request to perfect or continue Agent’s
and Lenders’ Lien in the Collateral or to effect the purposes of this Agreement.



     7 NEGATIVE COVENANTS



     Borrower and (other than with respect to Section 7.6) its Subsidiaries shall
not do any of the following without Agent’s prior written consent:



     7.1 Dispositions. Convey, sell, lease, transfer or otherwise dispose of
(collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any
part of its business or property, except for Transfers (a) of Inventory in the
ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection
with Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses for
the use of the property of Borrower or its Subsidiaries in the ordinary course of
business and licenses that could not result in a legal transfer of



-11-









 




title of the licensed property but that may be exclusive in respects other than
territory and that may be exclusive as to territory only as to discreet geographical
areas outside of the United States. Borrower shall not enter into an agreement with
any Person other than Lenders which restricts the subsequent granting of a security
interest in the Intellectual Property.




     7.2 Changes in Business, Management, Ownership, Control, or Business Locations.
(a) Engage in or permit any of its Subsidiaries to engage in any business other than
the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or
reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in
management, such that a Key Person departs and a replacement, reasonably acceptable to
Lenders, is not made within ninety (90) days of such departure, or (ii) in addition to
and subject to Section 5.11, enter into any transaction or series of related
transactions in which the stockholders of Borrower immediately prior to the first such
transaction own less than 50% of the voting stock of Borrower immediately after giving
effect to such transaction or related series of such transactions (other than by the
sale of Borrower’s equity securities in a public offering or to venture capital
investors so long as Borrower identifies to Agent the venture capital investors prior
to the closing of the transaction). Borrower shall not, without at least thirty (30)
days prior written notice to Agent: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than
Ten Thousand Dollars ($10,000) in Borrower’s assets or property), (2) change its
jurisdiction of organization, (3) change its organizational structure or type, (4)
change its legal name, or (5) change any organizational number (if any) assigned by its
jurisdiction of organization.



     7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any
of its Subsidiaries to acquire, all or substantially all of the capital stock or
property of another Person, except where (a) immediately after such transaction and
after paying the purchase price and related transaction expenses, closing costs and
fees therefor, Borrower and its Subsidiaries would have Ten Million Dollars
($10,000,000.00) in unrestricted cash or Cash Equivalents; (b) no Event of Default has
occurred and is continuing or would exist after giving effect to the transactions; (c)
Borrower is the surviving legal entity; and (d) Borrower provides to Lenders evidence
satisfactory to Lenders in their sole and absolute discretion of Borrower’s pro forma
compliance with the provisions in this Agreement immediately prior to such merger,
consolidation or acquisition. A Subsidiary may merge or consolidate into another
Subsidiary or into Borrower.



     7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or
permit any Subsidiary to do so, other than Permitted Indebtedness.



     7.5 Encumbrance. Create, incur, or allow any Lien on any of its property, or
assign or convey any right to receive income, including the sale of any Accounts, or
permit any of its Subsidiaries to do so, except for Permitted Liens, permit any
Collateral not to be subject to the first priority security interest granted herein,or
enter into any agreement, document, instrument or other arrangement (except with or in
favor of Agent and Lenders) with any Person which directly or indirectly prohibits or
has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging,
pledging, granting a security interest in or upon, or encumbering any of Borrower’s or
any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1
hereof and the definition of “Permitted Lien” herein.



     7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except
pursuant to the terms of Section 6.6.(b) hereof.



     7.7 Distributions; Investments; Bonuses. (a) Directly or indirectly make any
Investment other than Permitted Investments, or permit any of its Subsidiaries to do
so; or (b) pay any dividends or make any distribution or payment or redeem, retire or
purchase any capital stock, provided, however, Borrower may pay: (i) the Dividend so
long as (A) the Capitalization Event has occurred, (B) Borrower has unrestricted cash
on hand, at the time of the Dividend, in an amount equal to the amount Dividend minus
the net proceeds of the Capitalization Event minus the net proceeds pursuant to the
advances made by Lenders pursuant to Section 2.1.1, and (C) the Dividend does not
result in an Event of Default and does not render the Borrower insolvent under
applicable laws; and (ii) other than the Dividend, Borrower may make a dividend or
otherwise redeem, retire, or purchase any stock so long as immediately after such
dividend, redemption or repurchase, Borrower and its Subsidiaries would have Ten
Million Dollars ($10,000,000.00) in unrestricted cash or Cash Equivalents, and provided
further no Event of Default has occurred or would result; or (c) allow Gain Holdings,
LLC to transfer any of its stock or beneficial ownership of Gain Capital Group, Inc.
without the prior written consent of the Agent.




-12-












 





     7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrower, except for transactions
that are in the ordinary course of Borrower’s business, upon fair and reasonable terms
that are no less favorable to Borrower than would be obtained in an arm’s length
transaction with a non-affiliated Person.



     7.9
Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt,
except under the terms of the subordination, intercreditor, or other similar agreement
to which such Subordinated Debt is subject, or (b) amend any provision in any document
relating to the Subordinated Debt which would increase the amount thereof or adversely
affect the subordination thereof to Obligations owed to Lenders.



     7.10 Compliance. Become an “investment company” or a company controlled by an
“investment company”, under the Investment Company Act of 1940 or undertake as one of
its important activities extending credit to purchase or carry margin stock (as defined
in Regulation U of the Board of Governors of the Federal Reserve System), or use the
proceeds of any Credit Extension for that purpose; fail to meet the minimum funding
requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined
in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate
any other law or regulation, if the violation could reasonably be expected to have a
material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do
so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial
or complete termination of, or permit the occurrence of any other event with respect to,
any present pension, profit sharing and deferred compensation plan which could
reasonably be expected to result in any liability of Borrower, including any liability
to the Pension Benefit Guaranty Corporation or its successors or any other governmental
agency.



     8 EVENTS OF DEFAULT



     Any
one of the following shall constitute an event of default (an
“Event of Default”) under this Agreement:



     8.1 Payment Default. Borrower fails to (a) make any payment of principal or
interest on any Credit Extension on its due date, or (b) pay any other Obligations
within three (3) Business Days after such Obligations are due and payable (which three
day grace period will not apply to payments due on the Maturity Date). During the cure
period, the failure to cure the payment default is not an Event of Default (but no
Credit Extension will be made during the cure period);



     8.2 Covenant Default.



          (a) Borrower or its Subsidiaries fails or neglects to perform any obligation in
Sections 6.2, 6.6, 6.7, or violates any covenant in Section 7; or




          (b) Borrower or its Subsidiaries fails or neglects to perform, keep, or observe any
other term, provision, condition, covenant or agreement contained in this Agreement, any
Loan Documents, and as to any default (other than those specified in this Section 8
below) under such other term, provision, condition, covenant or agreement that can be
cured, has failed to cure the default within ten (10) days after the occurrence thereof;
provided, however, that if the default cannot by its nature be cured within the ten (10)
day period or cannot after diligent attempts by Borrower or such Subsidiary be cured
within such ten (10) day period, and such default is likely to be cured within a
reasonable time, then Borrower or such Subsidiary shall have an additional period (which
shall not in any case exceed thirty (30) days) to attempt to cure such default, and
within such reasonable time period the failure to cure the default shall not be deemed
an Event of Default (but no Credit Extensions shall be made during such cure period).
Grace periods provided under this section shall not apply, among other things, to
financial covenants or any other covenants set forth in subsection (a) above;




     8.3 Material Adverse Change. A Material Adverse Change occurs;



     8.4 Attachment. (a) Any material portion of Borrower’s and/or its Subsidiaries’
assets is attached, seized, levied on, or comes into possession of a trustee or receiver
and the attachment, seizure or levy is not removed in ten (10) days; (b) the service of
process upon Lenders and/or Agent (or an Affiliate of Agent or any Lender) seeking to
attach, by trustee or similar process, any funds of, or of any entity under control of
Borrower (including a Subsidiary) on deposit with the Lenders and/or Agent; (c) Borrower
and/or its Subsidiaries is enjoined, restrained, or prevented by court order from
conducting a material part of its business; (d) a judgment or other claim in excess of
Two Hundred Fifty Thousand Dollars ($250,000.00) becomes a Lien on any of Borrower’s
and/or its Subsidiaries’



-13-









 




assets; or (e) a notice of lien, levy, or assessment is filed against any of
Borrower’s and/or its Subsidiaries’ assets by any government agency and not paid
within ten (10) days after Borrower receives notice. These are not Events of Default
if stayed or if a bond is posted pending contest by Borrower (but no Credit Extensions
shall be made during the cure period);




     8.5 Insolvency (a) Borrower and/or its Subsidiaries are unable to pay their debts
(including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower
and/or its Subsidiaries begin an Insolvency Proceeding; or (c) an Insolvency Proceeding
is begun against Borrower and/or its Subsidiaries and not dismissed or stayed within
thirty (30) days (but no Credit Extensions shall be made while of any of the conditions
described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);



     8.6 Other Agreements. There is a default in any agreement to which Borrower, its
Subsidiaries, or any Guarantor is a party with a third party or parties resulting in a
right by such third party or parties, whether or not exercised, to accelerate the
maturity of any Indebtedness in an amount in excess of Two Hundred Fifty Thousand
Dollars ($250,000) or that could have a material adverse effect on Borrower’s or its
Subsidiaries’ business;



     8.7 Judgments. A judgment or judgments for the payment of money in an amount,
individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars
($250,000) (not covered by independent third-party insurance) shall be rendered against
Borrower and/or its Subsidiaries, and shall remain unsatisfied and unstayed for a period
of ten (10) days after the entry thereof (provided that no Credit Extensions will be
made prior to the satisfaction or stay of such judgment);



     8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any
representation, warranty, or other statement now or later in this Agreement, any Loan
Document or in any writing delivered to Agent and/or Lenders or to induce Agent and/or
Lenders to enter this Agreement or any Loan Document, and such representation, warranty,
or other statement is incorrect in any material respect when made;



     8.9 Subordinated Debt. A default or breach occurs under any agreement between
Borrower and any creditor of Borrower that signed a subordination, intercreditor, or
other similar agreement with Lenders, or any creditor that has signed such an agreement
with Lenders breaches any terms of such agreement; or



     8.10 Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any
reason to be in full force and effect; (b) any Guarantor does not perform any obligation
or covenant under any guaranty of the Obligations; (c) any circumstance described in
Sections 8.3, 8.4, 8.5, 8.7, or 8.8. occurs with respect to any Guarantor, (d) the
death, liquidation, winding up, or termination of existence of any Guarantor; or (e) (i)
a material impairment in the perfection or priority of Lenders’ Lien in the collateral
provided by Guarantor or in the value of such collateral or (ii) a material adverse
change in the general affairs, management, results of operation, condition (financial or
otherwise) or the prospect of repayment of the Obligations occurs with respect to any
Guarantor.



     9 RIGHTS AND REMEDIES



     9.1 Rights and Remedies. While an Event of Default occurs and
continues Agent may, without notice or demand, do any or all of the following:



          (a) declare all Obligations immediately due and payable (but if an Event of Default
described in Section 8.5 occurs all Obligations are immediately due and payable without
any action by Agent and/or Lenders);




          (b) stop advancing money or extending credit for Borrower’s benefit under this
Agreement or under any other agreement between Borrower and Agent and/or Lenders;




          (c) settle or adjust disputes and claims directly with Account Debtors for amounts
on terms and in any order that Agent considers advisable, notify any Person owing
Borrower money of Agent’s and Lenders’ security interest in such funds, and verify the
amount of such account;




          (d) make any payments and do any acts it considers necessary or reasonable to
protect the Collateral and/or its security interest in the Collateral. Borrower shall
assemble the Collateral if Agent requests and make it available as Agent designates.
Agent may enter premises where the Collateral is located, take and maintain possession
of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which
appears to be prior or superior to its security interest and pay all expenses incurred.
Borrower grants Agent for the benefit of





-14-









 







Lenders a license to enter and occupy any of its premises, without charge, to exercise
any of Agent’s and/or Lenders’ rights or remedies;




          (e) apply to the Obligations any (i) balances and deposits of Borrower it holds, or
(ii) any amount held by Agent or Lenders owing to or for the credit or the account of
Borrower;




          (f) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale,
advertise for sale, and sell the Collateral. Agent is hereby granted a non-exclusive,
royalty-free license or other right to use, without charge, Borrower’s labels, patents,
copyrights, mask works, rights of use of any name, trade secrets, trade names,
trademarks, service marks, and advertising matter, or any similar property as it
pertains to the Collateral, in completing production of, advertising for sale, and
selling any Collateral and, in connection with Agent’s exercise of its rights under this
Section, Borrower’s rights under all licenses and all franchise agreements inure to
Agent for benefit of Lenders;




          (g) place a “hold” on any account maintained with Agent or Lenders and/or deliver a
notice of exclusive control, any entitlement order, or other directions or instructions
pursuant to any Control Agreement or similar agreements providing control of any
Collateral;




          (h) demand and receive possession of Borrower’s Books; and




          (i) exercise all rights and remedies available to Agent and/or Lenders under the Loan
Documents or at law or equity, including all remedies provided under the Code
(including disposal of the Collateral pursuant to the terms thereof).




     9.2 Power of Attorney. Borrower hereby irrevocably appoints Agent as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event
of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or
security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or
drafts against Account Debtors; (c) settle and adjust disputes and claims about the
Accounts directly with Account Debtors, for amounts and on terms Agent determines
reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies;
(e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse
claim in or to the Collateral, or any judgment based thereon, or otherwise take any
action to terminate or discharge the same; and (f) transfer the Collateral into the name
of Agent for the benefit of Lenders or a third party as the Code
permits. Borrower
hereby appoints Agent as its lawful attorney-in-fact to sign Borrower’s name on any
documents necessary to perfect or continue the perfection of any security interest
regardless of whether an Event of Default has occurred until all Obligations have been
satisfied in full and Agent and Lenders are under no further obligation to make Credit
Extensions hereunder. Agent’s foregoing appointment as Borrower’s attorney in fact, and
all of Agent’s rights and powers, coupled with an interest, are irrevocable until all
Obligations have been fully repaid and performed and Agent’s and Lenders’ obligation to
provide Credit Extensions terminates.



     9.3 Accounts Verification; Collection. Whether or not an Event of Default has
occurred and is continuing, Agent may notify any Person owing Borrower money of Agent’s
and Lenders’ security interest in such funds and verify the
amount of such account. After
the occurrence of an Event of Default, any amounts received by Borrower shall be held in
trust by Borrower for Agent and Lenders, and, if requested by Agent, Borrower shall
immediately deliver such receipts to Agent in the form received from the Account Debtor,
with proper endorsements for deposit.



     9.4 Protective Payments. If Borrower fails to obtain the insurance called for by
Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which
Borrower is obligated to pay under this Agreement or any other Loan Document, Agent
and/or Lenders may obtain such insurance or make such payment, and all amounts so paid
by Agent and/or Lenders are Lenders’ Expenses and immediately due and payable, bearing
interest at the Default Rate, and secured by the Collateral. Agent will make reasonable
efforts to provide Borrower with notice of Agent and/or Lenders obtaining such insurance
at the time it is obtained or within a reasonable time thereafter. No payments by Agent
or Lenders are deemed an agreement to make similar payments in the future or Agent’s or
Lenders’ waiver of any Event of Default.



     9.5 Application of Payments and Proceeds. Unless an Event of Default has
occurred and is continuing, Agent shall apply any funds in its possession, whether from
Borrower account balances, payments, or proceeds realized as the result of any
collection of Accounts or other disposition of the Collateral, first, to Lenders’
Expenses, including without limitation, the reasonable costs, expenses, liabilities,
obligations and attorneys’ fees



-15-









 




incurred by Agent and/or Lenders in the exercise of its rights under this Agreement;
second, to the interest due upon any of the Obligations; and third, to the principal
of the Obligations and any applicable fees and other charges, in such order as Agent
shall determine in its sole discretion. Any surplus shall be paid to Borrower or
other Persons legally entitled thereto; Borrower shall remain liable to Agent and
Lenders for any deficiency. If an Event of Default has occurred and is continuing,
Agent may apply any funds in its possession, whether from Borrower account balances,
payments, proceeds realized as the result of any collection of Accounts or other
disposition of the Collateral, or otherwise, to the Obligations in such order as
Agent shall determine in its sole discretion. Any surplus shall be paid to Borrower
or other Persons legally entitled thereto; Borrower shall remain liable to Agent and
Lenders for any deficiency. If Agent, in its good faith business judgment, directly
or indirectly enters into a deferred payment or other credit transaction with any
purchaser at any sale of Collateral, Agent shall have the option, exercisable at any
time, of either reducing the Obligations by the principal amount of the purchase
price or deferring the reduction of the Obligations until the actual receipt by Agent
of cash therefor.




     9.6 Agent’s and Lenders’ Liability for Collateral. So long as Agent and Lenders
comply with reasonable banking practices regarding the safekeeping of the Collateral in
the possession or under the control of Agent and/or Lenders, Agent and Lenders shall
not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss
or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d)
any act or default of any carrier, warehouseman, bailee, or other Person. Borrower
bears all risk of loss, damage or destruction of the Collateral.



     9.7 No Waiver; Remedies Cumulative. Agent’s failure, at any time or times, to
require strict performance by Borrower of any provision of this Agreement or any other
Loan Document shall not waive, affect, or diminish any right of Agent or Lenders
thereafter to demand strict performance and compliance herewith or therewith. No
waiver hereunder shall be effective unless signed by Agent and each Lender and then is
only effective for the specific instance and purpose for which it is given. Agent’s
rights and remedies under this Agreement and the other Loan Documents are cumulative.
Agent has all rights and remedies provided under the Code, by law, or in equity.
Agent’s exercise of one right or remedy is not an election, and Agent’s waiver of any
Event of Default is not a continuing waiver. Agent’s delay in exercising any remedy
is not a waiver, election, or acquiescence.



     9.8 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice
of payment and nonpayment, notice of any default, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of accounts, documents, instruments,
chattel paper, and guarantees held by Agent on which Borrower is liable.



     10
 NOTICES



     All notices, consents, requests, approvals, demands, or other communication
(collectively, “Communication”) by any party to this Agreement or any other Loan
Document must be in writing and shall be deemed to have been validly served, given,
or delivered: (a) upon the earlier of actual receipt and three (3) Business Days
after deposit in the U.S. mail, first class, registered or certified mail return
receipt requested, with proper postage prepaid; (b) upon transmission, when sent by
electronic mail or facsimile transmission; (c) one (1) Business Day after deposit
with a reputable overnight courier with all charges prepaid; or (d) when delivered,
if hand-delivered by messenger, all of which shall be addressed to the party to be
notified and sent to the address, facsimile number, or email address indicated below.
Either Lender, Agent, or Borrower may change its address or facsimile number by
giving the other party written notice thereof in accordance with the terms of this
Section 10.



	 	 	 
	                If to Borrower:

	 	Gain Capital Holdings, Inc.

550 Hills Drive 
 Bedminster,
New Jersey 07921 
Attn: Chief
Executive Officer 
Fax: (908) 731-0701 
 Email: mgalant@GAINCapital.com
	 
	 	 
	                If to Agent:

	 	Silicon Valley Bank
	 

	 	400 Madison Avenue Suite 15A 
New York, New York
10017 
 Attn: Mr. Michael
Moretti 
Fax: (212) 688-5994
	 

	 	Email: mmoretti@svbank.com






-16-









 






	 	 	 
	                with a copy to:

	 	Riemer & Braunstein LLP
	 

	 	Three Center Plaza
	 

	 	Boston, Massachusetts 02108
	 

	 	Attn: David A. Ephraim, Esquire
	 

	 	Fax: (617) 880-3456
	 

	 	Email: DEphraim@riemerlaw.com
	 
	 	 
	               If to JPMorgan:

	 	JPMorgan Chase Bank, N.A.
	 

	 	695 Route 46 West
	 

	 	Suite 100
	 

	 	Fairfield, New Jersey 07004-1592
	 

	 	Attn: Charles Tamayo
	 

	 	Fax: 973-439-5011
	 

	 	Email: charles.tamayo@chase.com







-17-












 





     11
CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER AND JUDICIAL REFERENCE



     New Jersey law governs the Loan Documents without regard to principles of
conflicts of law. Borrower, Lenders and Agent each submit to the exclusive
jurisdiction of the State and Federal courts in New Jersey; provided, however, that
if for any reason Lenders and/or Agent cannot avail themselves of such courts in the
State of New Jersey, Borrower accepts jurisdiction of the courts and venue in Santa
Clara County, California. NOTWITHSTANDING THE FOREGOING, AGENT SHALL HAVE THE RIGHT
TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION WHICH AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE
ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE LENDERS’ OR AGENT’S RIGHTS AGAINST
BORROWER OR ITS PROPERTY.


TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, AGENT AND LENDERS EACH WAIVE
THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED
UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING
CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL
INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED
THIS WAIVER WITH ITS COUNSEL.




     12 GENERAL PROVISIONS



     12.1 Successors and Assigns. This Agreement binds and is for the benefit of the
successors and permitted assigns of each party. Borrower may not assign this Agreement or any
rights or obligations under it without prior written consent of each Lender (which may be granted or withheld in
each Lender’s discretion). Lenders and Agent have the right, without the consent of or notice to Borrower, to
sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Lenders’ obligations,
rights, and benefits under this Agreement and the other Loan Documents.



     12.2 Indemnification. Borrower agrees to indemnify, defend and hold Agent and Lenders and their
respective directors, officers, employees, agents, attorneys, or any other Person
affiliated with or representing Agent or any Lender harmless against: (a) all obligations, demands, claims, and
liabilities (collectively, “Claims”) asserted by any other party in connection with the transactions contemplated by the Loan
Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Lenders and/or Agent from, following, or
arising from transactions between Lenders and Borrower (including reasonable attorneys’ fees and expenses), except
for Claims and/or losses directly caused by Lenders’ or Agent’s gross negligence or willful misconduct.



     12.3 Limitation of Actions. Any claim or cause of action by Borrower against Agent and/or any
Lender, their respective directors, officers, employees, agents, accountants,
attorneys, or any other Person affiliated with or representing Agent and/or such Lender based upon, arising from, or relating
to this Loan Agreement or any other Loan Document, or any other transaction contemplated hereby or thereby or
relating hereto or thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be
done by Agent and/or any Lender, their respective directors, officers, employees, agents, accountants or attorneys,
shall be barred unless asserted by Borrower by the commencement of an action or proceeding in a court of competent
jurisdiction by (a) the filing of a complaint within one year from the earlier of (i) the date any of Borrower’s
officer or directors had knowledge of the first act, the occurrence or omission upon which such claim or cause of action,
or any part thereof, is based, or (ii) the date this Agreement is terminated, and (b) the service of a summons and
complaint on an officer of Agent and/or Lenders, or on any other person authorized to accept service on behalf of
Agent and/or Lenders, within thirty (30) days thereafter. Borrower agrees that such one-year period is a reasonable and
sufficient time for Borrower to investigate and act upon any such claim or cause of action. The one-year period
provided herein shall not be waived, tolled, or extended except by the written consent of Agent and Lenders in
their sole discretion. This provision shall survive any termination of this Loan Agreement or any other Loan Document.



     12.4 Time of Essence. Time is of the essence for the performance of all Obligations in this
Agreement.



     12.5 Severability of Provisions. Each provision of this Agreement is severable from every other
provision in determining the enforceability of any provision.



-18-









 





     12.6 Amendments in Writing; Integration. All amendments to this Agreement must be
in writing signed by Agent, each Lender and Borrower. This Agreement and the Loan Documents
represent the entire agreement about this subject matter and supersede prior negotiations or
agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties
about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.



     12.7 Counterparts. This Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered, are
an original, and all taken together, constitute one Agreement.



     12.8 Survival. All covenants, representations and warranties made in this
Agreement continue in full force until this Agreement has terminated pursuant to its terms and all
Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the
termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify Agent and
Lenders shall survive until the statute of limitations with respect to such claim or cause of action shall have
run.



     12.9 Confidentiality. In handling any confidential information, Lenders and Agent
shall exercise the same degree of care that it exercises for its own proprietary information, but
disclosure of information may be made: (a) to Lenders’ and Agent’s Subsidiaries or Affiliates; (b) to prospective
transferees or purchasers of any interest in
the Credit Extensions (provided, however, Lenders and Agent shall use commercially
reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this
provision); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ and Agent’s regulators or as
otherwise required in connection with Lenders’ and/or Agent’s examination or audit; and (e) as Agent considers
appropriate in exercising remedies under this Agreement. Confidential information does not include information that
either: (i) is in the public domain or in Lenders’ and/or Agent’s possession when disclosed to Lenders and/or Agent,
or becomes part of the public domain after disclosure to Lenders and/or Agent; or (ii) is disclosed to Lenders
and/or Agent by a third party, if Lenders and/or Agent do not know that the third party is prohibited from
disclosing the information.



     12.10 Right of Set Off. Borrower hereby grants to Agent for the ratable
benefit of Lenders, and to each Leader, a lien, security interest and right of set off as security for all
Obligations to Agent and each Lender, whether now existing or hereafter arising upon and against all deposits, credits,
collateral and property, now or hereafter in the possession, custody, safekeeping or control of Agent or any entity under the
control of Agent (including an Agent subsidiary) or in transit to any of them. At any time after the occurrence
and during the continuance of an Event of Default, without demand or notice, Agent or Lenders, as appropriate, may
set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though
unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO
REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.



     12.11 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint
Bookrunners listed herein shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, Collateral Agent, or a Lender. DEFINITIONS



     13.1 Definitions. As used in this Agreement, the following terms have the following
meanings:



     “Account” is any “account” as defined in the Code with such additions to such
term as may hereafter be made, and includes, without limitation, all accounts
receivable and other sums owing to Borrower.



     “Account Debtor” is any “account debtor” as defined in the Code with such
additions to such term as may hereafter be made.



     “Additional Costs” is defined in Section 3.7(b).



     “Administrative Agent” is defined in the preamble hereof.



-19-









 





     “Affiliate” of any Person is a Person that owns or controls directly or
indirectly the Person, any Person that controls or is controlled by or is under
common control with the Person, and each of that Person’s senior executive officers,
directors, partners and, for any Person that is a limited liability company, that
Person’s managers and members.



     “Agent” means, SVB, not in its individual capacity, but solely in its capacity
as agent on behalf of and for the benefit of the Lenders .



     “Agreement” is defined in the preamble hereof.



     “Borrower” is defined in the preamble hereof



     “Borrower’s Books” are all Borrower’s books and records including ledgers,
federal and state tax returns, records regarding Borrower’s assets or liabilities,
the Collateral, business operations or financial condition, and all computer
programs or storage or any equipment containing such information.



     “Borrowing Resolutions” are, with respect to any Person, those resolutions
adopted by such Person’s Board of Directors and delivered by such Person to Agent
approving the Loan Documents to which such Person is a party and the transactions
contemplated thereby, together with a certificate executed by its secretary on
behalf of such Person certifying that (a) such Person has the authority to execute,
deliver, and perform its obligations under each of the Loan Documents to which it is
a party, (b) that attached as Exhibit A to such certificate is a true, correct, and
complete copy of the resolutions then in full force and effect authorizing and
ratifying the execution, delivery, and performance by such Person of the Loan
Documents to which it is a party, (c) the name(s) of the Person(s) authorized to
execute the Loan Documents on behalf of such Person, together with a sample of the
true signature(s) of such Person(s), and (d) that Agent may conclusively rely on
such certificate unless and until such Person shall have delivered to Agent a
further certificate canceling or amending such prior certificate.



     “Business Day” is any day other than a Saturday, Sunday or other day on which
banking institutions in the State of New York are authorized or required by law or
other governmental action to close, except that if any determination of a “Business
Day” shall relate to a LIBOR Credit Extension, the term “Business Day” shall also
mean a day on which dealings are carried on in the London interbank market.



     “Capitalization Event” is Borrower’s closing of Series D financing with
VantagePoint resulting in at least Forty Million Dollars ($40,000,000.00) in net
cash proceeds to Borrower.



     “Cash Equivalents” means (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency or any State thereof
having maturities of not more than one (1) year from the date of acquisition; (b)
commercial paper maturing no more than one (1) year after its creation and having
the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors
Service, Inc.; and (c) Agent’s certificates of deposit issued maturing no more than
one (1) year after issue.



     “Code” is the Uniform Commercial Code, as the same may, from time to time, be
enacted and in effect in the State of New Jersey; provided, that, to the extent that
the Code is used to define any term herein or in any Loan Document and such term is
defined differently in different Articles or Divisions of the Code, the definition
of such term contained in Article or Division 9 shall govern; provided further, that
in the event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection, or priority of, or remedies with respect to, Agent’s and
Lenders’ Lien on any Collateral is governed by the Uniform Commercial Code in effect
in a jurisdiction other than the State of New Jersey, the term “Code” shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction solely
for purposes on the provisions thereof relating to such attachment, perfection,
priority, or remedies and for purposes of definitions relating to such provisions.



     “Collateral” is any and all properties, rights and assets of Borrower
described on Exhibit A.



     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.



     “Collateral Agent” is defined in the preamble hereof.



     “Commitment” is the outstanding amount of Obligations based on each Lender’s Commitment Percentage.



-20-









 





     “Commitment Percentage” is set forth in Schedule 1.1, as amended from time to time.



     “Commodity Account” is any “commodity account” as defined in the Code with such
additions to such term as may hereafter be made.



     “Communication” is defined in Section 10.



     “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit B.



     “Contingent Obligation” is, for any Person, any direct or indirect liability,
contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter
of credit or other obligation of another such as an obligation directly or indirectly
guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or
for which that Person is directly or indirectly liable; (b) any obligations for
undrawn letters of credit for the account of that Person; and (c) all obligations
from any interest rate, currency or commodity swap agreement, interest rate cap or
collar agreement, or other agreement or arrangement designated to protect a Person
against fluctuation in interest rates, currency exchange rates or commodity prices;
but “Contingent Obligation” does not include endorsements in the ordinary course of
business. The amount of a Contingent Obligation is the stated or determined amount of
the primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by the
Person in good faith; but the amount may not exceed the maximum of the obligations
under any guarantee or other support arrangement.



     “Continuation Date” means any date on which Borrower elects to continue a LIBOR
Credit Extension into another Interest Period.



     “Control Agreement” is any control agreement entered into among the depository
institution at which Borrower maintains a Deposit Account or the securities
intermediary or commodity intermediary at which Borrower maintains a Securities
Account or a Commodity account, Borrower, and Agent pursuant to which Agent obtains
control (within the meaning of the Code) for the benefit of Lenders over such Deposit
Account, Securities Account, or Commodity Account.



     “Conversion Date” means any date on which Borrower elects to convert a Prime
Rate Credit Extension to a LIBOR Credit Extension or a LIBOR Credit Extension to a
Prime Rate Credit Extension.



     “Credit Extension” is any Term Loan, or any other extension of credit by any
Lender for Borrower’s benefit.



     “Default” means any event which with notice or passage of time or both, would
constitute an Event of Default.



     “Default Rate” is defined in Section 2.3(c).



     “Deposit Account” is any “deposit account” as defined in the Code with such
additions to such term as may hereafter be made.



     “Designated Deposit Account” is Borrower’s deposit account, account number
3300513593, maintained with Agent.



     “Dividend” is a cash dividend or a repurchase of capital stock paid by Borrower
in an amount not to exceed Eighty-Five Million Dollars ($85,000,000.00).



     “Dollars,” “dollars” and “$” each mean lawful money of the United States.



     “EBITDA” shall mean (a) Net Income, plus (b) Interest Expense, plus (c) to the
extent deducted in the calculation of Net Income, depreciation expense and
amortization expense, plus (d) income tax expense.



     “Effective Amount” means with respect to any Credit Extensions on any date, the
aggregate outstanding principal amount thereof after giving effect to any borrowing
and prepayments or repayments thereof occurring on such date.




-21-












 







     “Effective Date” is defined in the preamble of this Agreement.



     “Equipment” is all “equipment” as defined in the Code with such additions to
such term as may hereafter be made, and includes without limitation all machinery,
fixtures, goods, vehicles (including motor vehicles and trailers), and any interest
in any of the foregoing.



     “ERISA” is the Employment Retirement Income Security Act of 1974,
and its regulations. 


     “Event
of Default” is defined in Section 8.



     “Funding Date” is any date on which a Credit Extension is made to or on account
of Borrower which shall be a Business Day.



     “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are applicable
to the circumstances as of the date of determination,



     “General Intangibles” is all “general intangibles” as defined in the Code in effect
on the date hereof with such additions to such term as may hereafter be made, and
includes without limitation, all copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative work,
whether published or unpublished, any patents, trademarks, service marks and, to the
extent permitted under applicable law, any applications therefor, whether registered
or not, any trade secret rights, including any rights to unpatented inventions,
payment intangibles, royalties, contract rights, goodwill, franchise agreements,
purchase orders, customer lists, route lists, telephone numbers, domain names,
claims, income and other tax refunds, security and other deposits, options to
purchase or sell real or personal property, rights in all litigation presently or
hereafter pending (whether in contract, tort or otherwise), insurance policies
(including without limitation key man, property damage, and business interruption
insurance), payments of insurance and rights to payment of any kind.



     “Guarantor” is any present or future guarantor of the Obligations, including,
without limitation, Gain Holdings, LLC.



     “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of
property or services, such as reimbursement and other obligations for surety bonds
and letters of credit, (b) obligations evidenced by notes, bonds, debentures or
similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.



     “Insolvency Proceeding” is any proceeding by or against any Person under the
United States Bankruptcy Code, or any other bankruptcy or insolvency law, including
assignments for the benefit of creditors, compositions, extensions generally with its
creditors, or proceedings seeking reorganization, arrangement, or other relief.



     “Interest Expense” means for any fiscal period, interest expense (whether cash
or non-cash) determined in accordance with GAAP for the relevant period ending on
such date, including, in any event, interest expense with respect to any Credit
Extension and other Indebtedness of Borrower, including, without limitation or
duplication, all commissions, discounts, or related amortization and other fees and
charges with respect to letters of credit and bankers’ acceptance financing and the
net costs associated with interest rate swap, cap, and similar arrangements, and the
interest portion of any deferred payment obligation (including leases of all types).



     “Interest Payment Date” means, with respect to any LIBOR Credit Extension, the
last day of each Interest Period applicable to such LIBOR Credit Extension and, with
respect to Prime Rate Credit Extensions, the first (1st) calendar day of each month
(or, if the first (1st) day of the month does not fall on a Business Day, then on the
first Business Day following such date), and each date a Prime Rate Credit Extension
is converted into a LIBOR Credit Extension to the extent of the amount converted to a
LIBOR Credit Extension.



     “Interest Period” means, as to any LIBOR Credit Extension, the period commencing
on the date of such LIBOR Credit Extension, or on the conversion/continuation date on
which the LIBOR Credit Extension is converted into or continued as a LIBOR Credit
Extension, and ending on the date that is three (3) months thereafter, in each case
as Borrower may elect in the applicable Notice of Borrowing or Notice of
Conversion/Continuation; provided, however, that (a) no Interest Period with respect
to any LIBOR Credit Extension shall end later than the Term Loan



-22-









 




Maturity Date, (b) the last day of an Interest Period shall be determined in
accordance with the practices of the LIBOR interbank market as from time to time in
effect, (c) if any Interest Period would otherwise end on a day that is not a Business
Day, that Interest Period shall be extended to the following Business Day unless, in
the case of a LIBOR Credit Extension, the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest Period
shall end on the preceding Business Day, (d) any Interest Period pertaining to a LIBOR
Credit Extension that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of the calendar month at
the end of such Interest Period, and (e) interest shall accrue from and include the
first Business Day of an Interest Period but exclude the last Business Day of such
Interest Period.




     “Interest Rate Determination Date” means each date for calculating the LIBOR for
purposes of determining the interest rate in respect of an Interest Period. The
Interest Rate Determination Date shall be the second Business Day prior to the first
day of the related Interest Period for a LIBOR Credit Extension.



     “Inventory” is all “inventory” as defined in the Code in effect on the date
hereof with such additions to such term as may hereafter be made, and includes without
limitation all merchandise, raw materials, parts, supplies, packing and shipping
materials, work in process and finished products, including without limitation such
inventory as is temporarily out of Borrower’s custody or possession or in transit and
including any returned goods and any documents of title representing any of the above.



     “Investment” is any beneficial ownership interest in any Person (including stock,
partnership interest or other securities), and any loan, advance or capital
contribution to any Person.



     “Joint Bookrunners” is defined in the preamble hereof.



     “Key Person” shall be the Chief Executive Officer or the Managing Director of
Borrower which are, as of the Effective Date, Mark Galant and Glenn Stevens.



     “Lender” is any one of the Lenders.



     “Lenders” shall mean the Persons identified on Schedule 1.1 hereto and each
assignee that becomes a party to this Agreement pursuant to Section 12.1.



     “Lenders’ Expenses” are all audit fees and expenses, costs, and expenses
(including reasonable attorneys’ fees and expenses) of Lenders for preparing,
negotiating, defending and enforcing the Loan Documents (including, without
limitation, those incurred in connection with appeals or Insolvency Proceedings).



     “LIBOR” means, for any Interest Rate Determination Date with respect to an
Interest Period for any LIBOR Credit Extension to be made, continued as or converted
into a LIBOR Credit Extension, the rate of interest per annum determined by Bank to
be the per annum rate of interest at which deposits in United States Dollars are
offered to Bank in the London interbank market (rounded upward, if necessary, to the
nearest 1/100th of one percent (0.01%)) in which Bank customarily participates at
11:00 a.m. (local time in such interbank market) two (2) Business Days prior to the
first day of such Interest Period for a period approximately equal to such Interest
Period and in an amount approximately equal to the amount of such LIBOR Credit
Extension.



     “LIBOR Credit Extension” means a Credit Extension that bears interest based at
the LIBOR Rate plus the LIBOR Rate Margin.



     “LIBOR Rate” means, for each Interest Period in respect of LIBOR Credit
Extensions comprising part of the same Credit Extensions, an interest rate per annum
(rounded upward to the nearest l/16th of one percent (0.0625%)) equal to LIBOR for
such Interest Period divided by one (1) minus the Reserve Requirement for such
Interest Period.



     “LIBOR Rate Margin” is three and one-half of one percent (3.50%); provided,
however, if at any time, Borrower’s Total Funded Debt Ratio for the subject quarter
is less than 1.0 to 1.0, then the LIBOR Rate Margin shall immediately be three
percent (3.0%) until such time as Borrower’s Total Funded Debt Ratio for the subject
quarter is equal to or greater than 1.0 to 1.0, at which point the LIBOR Rate Margin
shall be immediately increased to three and one-half of one percent (3.50%).



-23-









 





     “Lien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other
encumbrance.



     “Loan Documents” are, collectively, this Agreement, the Perfection Certificate,
any note, or notes or guaranties executed by Borrower or any Guarantor, and any other
present or future agreement between Borrower any Guarantor and/or for the benefit of
Lenders and Agent in connection with this Agreement, all as amended, restated, or
otherwise modified.



     “Material Adverse Change” is (a) a material impairment in the perfection or
priority of Lenders’ Lien in the Collateral or in the value of such Collateral; (b) a
material adverse change in the business, operations, or condition (financial or
otherwise) of Borrower or its Subsidiaries; (c) a material impairment of the prospect
of repayment of any portion of the Obligations; or (d) Agent determines, based upon
information available to it and in its reasonable judgment, that there is a
substantial likelihood that Borrower shall fail to comply with one or more of the
financial covenants in Section 6 during the next succeeding financial reporting
period.



     “Net Income” means, as calculated on a consolidated basis for Borrower and its
Subsidiaries for any period as at any date of determination, the net profit (or
loss), after provision for taxes, of Borrower and its Subsidiaries for such period
taken as a single accounting period.



     “Notice of Borrowing” means a notice given by Borrower to Agent in accordance
with Section 3.2(a), substantially in the form of Exhibit C, with appropriate
insertions.



     “Notice of Conversion/Continuation” means a notice given by Borrower to Agent in
accordance with Section 3.5, substantially in the form of Exhibit D. with
appropriate insertions.



     “Obligations” are Borrower’s obligation to pay when due any debts, principal,
interest, the Prepayment Fee, Lenders’ Expenses and other amounts Borrower owes
Lenders and/or Agent now or later, whether under this Agreement, the Loan Documents,
or otherwise, including, without limitation, all obligations relating to letters of
credit, cash management services, and foreign exchange contracts, if any, and
including interest accruing after Insolvency Proceedings begin and debts,
liabilities, or obligations of Borrower assigned to Lenders and/or Agent, and the
performance of Borrower’s duties under the Loan Documents.



     “Operating Documents” are, for any Person, such Person’s formation documents,
as certified with the Secretary of State of such Person’s state of formation on a
date that is no earlier than 30 days prior to the Effective Date, and, its bylaws in
current form, each of the foregoing with all current amendments or modifications
thereto.



     “Perfection Certificate” is defined in Section 5.1.



     “Permitted Indebtedness” is:



     (a) Borrower’s Indebtedness to Lenders and Agent under this Agreement and the
other Loan Documents;



     (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;



     (c) Subordinated Debt;



     (d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;



     (e) Indebtedness for capital lease obligations and Indebtedness secured by
purchase money Liens not to exceed One Million Dollars ($1,000,000.00) in the aggregate;



     (f) Indebtedness for unsecured Indebtedness not to exceed Five Hundred
Thousand Dollars ($500,000.00) in the aggregate; and



     (g) extensions, refinancings, modifications, amendments and restatements of any
items of Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof
is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its
Subsidiary, as the case may be.



     “Permitted Investments” are:



-24-









 





     (a) Investments shown on the Perfection Certificate and existing on the Effective Date; and



     (b) Cash Equivalents.



     “Permitted Liens” are:



     (a) Liens existing on the Effective Date and shown on the Perfection Certificate
or arising under this Agreement and the other Loan Documents;



     (b) Liens for taxes, fees, assessments or other government charges or levies,
either not delinquent or being contested in good faith and for which Borrower
maintains adequate reserves on its Books, if they have no priority over any of Agents
or Lenders’ Liens;



     (c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred
for financing the acquisition of the Equipment securing no more than One Million Dollars
($1,000,000.00) in the aggregate amount outstanding, or
(ii) existing on Equipment when acquired, if the Lien is confined
to the property and improvements and the proceeds of the Equipment; and



     (d) Liens incurred in the extension, renewal or refinancing of the indebtedness
secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must
be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may
not increase.



     “Person” is any individual, sole proprietorship, partnership, limited liability
company, joint venture, company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock company,
estate, entity or government agency.



     “Prepayment Fee” shall be an amount equal to :




     (i) for any prepayment made between the Effective Date and the date that
is one (1) year from the Effective Date, an amount equal to two percent (2.0)
of the amount prepaid;




     (ii) for any prepayment made between the date that is after one (1) year
from the Effective Date and the date that is two (2) years from the Effective
Date, an amount equal to one percent (1.0) of the amount prepaid; and




     (iii) for any prepayment made between the date that is after two (2) years
from the Effective Date and the date that is three (3) years from the Effective
Date, an amount equal to one-half of one percent (0.50) of the amount prepaid.



     “Prime Rate” is SVB’s most recently announced “prime rate,” even if it is not SVB’s lowest
rate.



     “Prime Rate Credit Extension” means a Credit Extension that bears interest based
at the Prime Rate plus the Prime Rate Margin.



     “Prime Rate Margin” is three-quarters of one percent (0.75%); provided, however,
if at any time, Borrower’s Total Funded Debt Ratio for the subject quarter is less
than 1.0 to 1.0, then the Prime Rate Margin shall immediately be one-quarter of one
percent (0.25%) until such time as Borrower’s Total Funded Debt Ratio for the subject
quarter is equal to or greater than 1.0 to 1.0, at which point the Prime Rate Margin
shall be immediately increased to three-quarters of one percent (0.75%).



     “Registered Organization” is any “registered organization” as defined in the
Code with such additions to such term as may hereafter be made



     “Regulatory Change” means, with respect to any Lender, any change on or after
the date of this Agreement in United States federal, state, or foreign laws or
regulations, including Regulation D, or the adoption or making on or after such date
of any interpretations, directives, or requests applying to a class of lenders
including any Lender, of or under any United States federal or state, or any foreign
laws or regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or administration
thereof.



-25-









 






     “Reserve Requirement” means, for any Interest Period, the average maximum rate
at which reserves (including any marginal, supplemental, or emergency reserves) are
required to be maintained during such Interest Period under Regulation D against
“Eurocurrency liabilities” (as such term is used in Regulation D) by member banks of
the Federal Reserve System. Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by Agent by
reason of any Regulatory Change against (a) any category of liabilities which
includes deposits by reference to which the LIBOR Rate is to be determined as
provided in the definition of LIBOR or (b) any category of extensions of credit or
other assets which include Credit Extensions.



     “Responsible Officer” is any of the Chief Executive Officer, President, Chief
Financial Officer and Controller of Borrower.



     “Schedule” is any attached schedule of exceptions.



     “Securities Account” is any “securities account” as defined in the Code with
such additions to such term as may hereafter be made.



     “Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of
Borrower’s now or hereafter indebtedness to Lenders (pursuant to a subordination,
intercreditor, or other similar agreement in form and substance satisfactory to Agent
and Lenders entered into between Agent and the other creditor), on terms acceptable
to Agent and Lenders.



     “Subsidiary” means, with respect to any Person, any Person of which more than
50% of the voting stock or other equity interests is owned or controlled, directly or
indirectly, by such Person or one or more Affiliates of such Person.



     “Term Loan” is a loan made by Lenders pursuant to the terms of Section 2.1.1 hereof.



     “Term Loan Amount” is an aggregate amount equal to $30,000,000.00 outstanding at any time.



     “Term Loan Maturity Date” is July 1, 2009.



     “Term Loan Payment” is defined in Section 2.1.1 (b).



     “Total Funded Debt” is the aggregate amount of all outstanding principal,
interest, fees and other costs arising out of any indebtedness of Borrower for
borrowed money.



     “Total Funded Debt Ratio” is, for the relevant testing period, a ratio of Total Funded Debt to EBITDA.



     “Transfer” is defined in Section 7.1.



(Signature page follows.]





-26-












 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
Effective Date.


BORROWER:




	 	 	 	 	 
	GAIN CAPITAL HOLDINGS, INC.

 	 	 
	By  	/s/ Mark Galant
 	 	 
	 	Name:  	Mark Galant 	 	 
	 	Title:  	President 	 	 
	 				
	SILICON VALLEY BANK, as Agent and as a LENDER

 	 	 
	By  	/s/ Michael Moretti
 	 	 
	 	Name:  	Michael Moretti 	 	 
	 	Title:  	SVP 	 	 
	 				
	JPMorgan Chase Bank, N.A., as LENDER

 	 	 
	By  	/s/
Bradley J. Thomson 	 	 
	 	Name:  	Bradley J. Thomson 	 	 
	 	Title:  	Vice President 	 	 



Signature Page to Loan and Security Agreement






 









 








Schedule 1.1




Lenders
and Commitments




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	 	 	Commitment Percentage	 
	Silicon Valley Bank
	 	$	15,000,000.00
	 	 	 	50.00	%
	JPMorgan Chase Bank, N.A.
	 	$	15,000,000.00
	 	 	 	50.00	%
	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	30,000,000.00	 	 	 	100.00	%
	 	 	 	 	 	 	 	 	 






 









 






EXHIBIT
A



The Collateral consists of all of Borrower’s right, title and interest in and to the following
personal property:




     All goods, Accounts (including health-care receivables), Equipment, Inventory,
contract rights or rights to payment of money, leases, license agreements, franchise
agreements, General Intangibles (except as provided below), commercial tort claims,
documents, instruments (including any promissory notes), chattel paper (whether
tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights
(whether or not the letter of credit is evidenced by a writing), securities, and all
other investment property, supporting obligations, and financial assets, whether now
owned or hereafter acquired, wherever located; and



     all Borrower’s Books relating to the foregoing, and any and all claims, rights
and interests in any of the above and all substitutions for, additions, attachments,
accessories, accessions and improvements to and replacements, products, proceeds and
insurance proceeds of any or all of the foregoing.



     Notwithstanding the foregoing, the Collateral does not include any of the
following, whether now owned or hereafter acquired: any copyright rights, copyright
applications, copyright registrations and like protections in each work of authorship
and derivative work, whether published or unpublished, any patents, patent
applications and like protections, including improvements, divisions, continuations,
renewals, reissues, extensions, and continuations-in-part of the same, trademarks,
service marks and, to the extent permitted under applicable law, any applications
therefor, whether registered or not, and the goodwill of the business of Borrower
connected with and symbolized thereby, know-how, operating manuals, trade secret
rights, rights to unpatented inventions, and any claims for damage by way of any
past, present, or future infringement of any of the foregoing; provided, however, the
Collateral shall include all Accounts, license and royalty fees and other revenues,
proceeds, or income arising out of or relating to any of the foregoing.



     Pursuant to the terms of a certain negative pledge arrangement with Agent and
Lenders, Borrower has agreed not to encumber any of its copyright rights, copyright
applications, copyright registrations and like protections in each work of authorship
and derivative work, whether published or unpublished, any patents, patent
applications and like protections, including improvements, divisions, continuations,
renewals, reissues, extensions, and continuations-in-part of the same, trademarks,
service marks and, to the extent permitted under applicable law, any applications
therefor, whether registered or not, and the goodwill of the business of Borrower
connected with and symbolized thereby, know-how, operating manuals, trade secret
rights, rights to unpatented inventions, and any claims for damage by way of any
past, present, or future infringement of any of the foregoing, without Agent’s and
each Lender’s prior written consent.



 









 






EXHIBIT
B




COMPLIANCE
CERTIFICATE




			
	TO:        SILICON VALLEY BANK, AS AGENT 

FROM: GAIN CAPITAL HOLDINGS, INC.
	 	Date:                     






     The undersigned authorized officer of Gain Capital Holdings, Inc. (“Borrower”)
certifies that under the terms and conditions of the Loan and Security Agreement between
Borrower, Lenders and Agent (the “Agreement”), (1) Borrower is in
complete compliance for the period ending
                     with all required covenants except as noted below, (2)
there
are no Events of Default, (3) all representations and warranties in the Agreement are
true and correct in all material respects on this date except as noted below; provided,
however, 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;
and provided, further that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such
date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax
returns and reports, and Borrower has timely paid all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have
been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid
employee payroll or benefits of which Borrower has not previously provided written
notification to Agent. Attached are the required documents supporting the certification.
The undersigned certifies that these are prepared in accordance with generally GAAP
consistently applied from one period to the next except as explained in an accompanying
letter or footnotes. The undersigned acknowledges that no borrowings may be requested at
any time or date of determination that Borrower is not in compliance with any of the
terms of the Agreement, and that compliance is determined not just at the date this
certificate is delivered. Capitalized terms used but not otherwise defined herein shall
have the meanings given them in the Agreement.



Please indicate compliance status by circling Yes/No under “Complies” column.




	 	 	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	 
	 	 	 	 	 	 
	Monthly financial statements with
Compliance Certificate

	 	Monthly within 30 days
	 	Yes
	 	No
	Annual financial statement (CPA Audited)

	 	FYE within 150 days
	 	Yes
	 	No
	10-Q, 10-K and 8-K

	 	Within
5 days after filing with SEC

	 	Yes
	 	No
	Regulatory filings (including CFTC reports)

	 	As filed/submitted
	 	Yes
	 	No






	 	 	 	 	 	 	 	 	 
	Financial Covenant	 	Required	 	Actual	 	Complies
	 
	 	 	 	 	 	 	 	 
	Maintain on a Quarterly Basis:
	 	 	 	 	 	 	 	 
	Minimum Debt Service*

	 	:1.0
	 	:1.0
	 	Yes
	 	No
	Total Funded Debt/EBITDA**

	 	:1.0
	 	:1.0
	 	Yes
	 	No








 




			
	*	 	As set forth in Section 6.7(a) of the Loan and
Security Agreement.
	 
	**	 	As set forth in Section
6.7(b) of the Loan and Security Agreement.




 









 















     The following are the exceptions with respect to the certification
above: (If no exceptions exist, state “No exceptions to note.”)



      




      




      




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gain Capital Holdings, Inc.	 	 	 	BANK USE ONLY	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Received by:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	 	 	AUTHORIZED SIGNER	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Verified:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	AUTHORIZED SIGNER	 	 
	 

	 	 	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Compliance Status:          Yes     No	 	 






 











 





EXHIBIT C




FORM OF NOTICE OF BORROWING




GAIN CAPITAL HOLDINGS, INC.




Date:                     





	To: 	 	Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

Attention: Corporate Services Department
	 
	Re: 	 	Loan and Security Agreement dated as of                     , 2006 (as amended, modified,
supplemented or restated from time to time, the “Loan Agreement”), by and among
Gain Capital Holdings, Inc. (“Borrower”), Silicon Valley Bank (“SVB”), as agent
(the “Agent”), and JPMorgan Chase Bank, N.A. (“JPMorgan”) (SVB and JPMorgan and
collectively referred to as the “Lenders”) 





Ladies and Gentlemen:




     The undersigned refers to the Loan Agreement, the terms defined therein and
used herein as so defined, and hereby gives you notice irrevocably, pursuant to
Section 3.4(a) of the Loan Agreement, of the borrowing of a
Credit Extension.



     1. The
Funding Date, which shall be a Business Day, of the requested borrowing is                     .



     2. The
aggregate amount of the requested borrowing is $                    .



     3. The requested Credit Extension shall consist of $                     of Prime Rate Credit
Extensions and $                     of LIBOR Credit Extensions.



     4. The duration of the Interest Period for the LIBOR Credit Extensions included in
the requested Credit Extension shall be three (3) months.



     The undersigned hereby certifies that the following statements are true on the
date hereof, and will be true on the date of the proposed Credit Extension before and
after giving effect thereto, and to the application of the proceeds therefrom, as
applicable:




     (a) all representations and warranties of Borrower contained in the Loan
Agreement are true, accurate and complete in all material respects as of the date
hereof;




     (b) no Default or Event of Default has occurred and is continuing, or would
result from such proposed Credit Extension; and




     (c) the requested Credit Extension will not cause the aggregate principal
amount of the outstanding Credit Extensions to exceed, as of the designated Funding
Date, the Term Loan Amount



 









 







	 	 	 	 	 	 
	Borrower

	GAIN CAPITAL HOLDINGS, INC.	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 



For internal Agent use only




	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR Pricing Date	 	LIBOR	 	 	LIBOR Variance	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	                    	%	 	 	 	 






 









 






EXHIBIT D




FORM OF NOTICE OF CONVERSION/CONTINUATION




GAIN CAPITAL HOLDINGS, INC.




Date:                    





	To: 	 	Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

Attention:
	 
	Re: 	 	Loan and Security Agreement dated as of                     , 2006 (as amended, modified,
supplemented or restated from time to time, the “Loan Agreement”), by and among
Gain Capital Holdings, Inc. (“Borrower”), Silicon Valley Bank (“SVB”), as agent
(the “Agent”), and JPMorgan Chase Bank, N.A. (“JPMorgan”) (SVB and JPMorgan and
collectively referred to as the “Lenders”)





Ladies and Gentlemen:




     The undersigned refers to the Loan Agreement, the terms defined therein being used
herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section
3.5 of the Loan Agreement, of the [conversion] [continuation] of the Credit Extensions
specified herein, that:



     1. The date of the [conversion] [continuation] is                                         ,
20
     .



     2. The aggregate amount of the proposed Credit Extensions to be
[converted] is $                           or [continued] is $                           .



     3. The Credit Extensions are to be [converted into] [continued as] [LIBOR] [Prime
Rate] Credit Extensions.



     4. The duration of the Interest Period for the LIBOR Credit Extensions
included in the [conversion] [continuation] shall be three (3) months.



     The undersigned, on behalf of Borrower, hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the proposed
[conversion] [continuation], before and after giving effect thereto and to the
application of the proceeds therefrom:




     (a) all representations and warranties of Borrower stated in the Loan
Agreement are true, accurate and complete in all material respects as of the date hereof; and




     (b) no Default or Event of Default has occurred and is continuing, or would
result from such proposed [conversion] [continuation].



[Signature page follows.]




 









 







	 	 	 	 	 	 
	Borrower

	GAIN CAPITAL HOLDINGS, INC.	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 	 
	 	 	Title:  	 	 	 
	 


For internal Agent use only




	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR Pricing Date	 	LIBOR	 	 	LIBOR Variance	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	                    	%	 	 	 	 






 









 






Schedule 5.10





2











 





AGREEMENT




     THIS AGREEMENT (this “Agreement”) is made and entered into this 29th day of March
2006 (the “Closing Date”), by and among GAIN Capital Holdings, Inc. (the “Parent”),
GAIN Holdings, LLC (“GAIN Holdings”), GAIN Capital Group, LLC (“GAIN Capital Group”),
and GAIN Capital, LLC (“GAIN Capital”, and together with GAIN Holdings and GAIN
Capital Group, the “Subsidiaries”).



WITNESSETH




     WHEREAS, the Parent is a party to a Loan and Security Agreement, dated as of the
date here (the “Loan Agreement”), by and among the Parent and Silicon Valley Bank,
JPMorgan Chase Bank, N.A. and the other lenders named therein; and



     WHEREAS,
pursuant to Section 5.10 of the Loan Agreement, the Parent is required
to enter into an agreement with the Subsidiaries whereby the Subsidiaries would
distribute or dividend cash up stream to the Parent in order for the Parent to satisfy
its Obligations (as defined in the Loan Agreement), all on the terms and subject to
the conditions set forth in this Agreement.



     NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:



1. Distribution. On the terms and subject to the conditions of this Agreement, the
Subsidiaries agree to dividend or otherwise distribute cash to the Parent in sufficient
amounts for
the Parent to repay its Obligations (as defined in the Loan Agreement), subject to
applicable laws
and regulations requiring GAIN Capital Group to maintain certain minimum net assets
established from time to time by the Commodity Futures Trading Commission or the National
Futures Association. The terms of such distributions shall be mutually agreed to by the
Parent
and the Subsidiaries from time to time.



2. MISCELLANEOUS




     2.1 GOVERNING LAW; INTERPRETATION; SECTION HEADINGS.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO CONFLICT-OF-LAWS RULES AS APPLIED IN NEW YORK. THE SECTION
HEADINGS CONTAINED HEREIN ARE FOR PURPOSES OF CONVENIENCE ONLY,
AND SHALL NOT BE DEEMED TO CONSTITUTE A PART OF THIS AGREEMENT OR
TO AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT IN ANY
WAY.



     2.2 Severability. Should any provision of this Agreement be held unenforceable or
invalid, then the parties hereto agree that such provision shall be deemed modified
for purposes



 









 




of performance of this Agreement to the extent necessary to render it lawful and
enforceable, or if such a modification is not possible without materially altering
the intention of the parties hereto, then such provision shall be severed herefrom
for purposes of performance of this Agreement.




     2.3 Entire Agreement; Amendment; Waiver. This Agreement, which includes
the schedules and exhibits hereto, sets forth the entire understanding of the
parties hereto with
respect to the subject matter hereof. Any previous agreements or understandings
between the
parties regarding the subject matter hereof are merged into and superseded by
this Agreement.
This Agreement may be amended, modified or supplemented only by written
instrument duly
executed by the Parent and each of the Subsidiaries. Any term or provision of
this Agreement
may be waived at any time by the party entitled to the benefit thereof by a
written instrument
duly executed by the Parent or a Subsidiary, as applicable.



     2.4 Execution and Delivery; Counterparts. A facsimile, telecopy or other
reproduction of this Agreement may be executed by one or more parties hereto and
such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the
request of any party hereto, all parties hereto agree to execute an original of
this Agreement as
well as any facsimile, telecopy or other reproduction hereof. This Agreement may
be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of
which together shall constitute one and the same instrument.



[SIGNATURE PAGE FOLLOWS]







 









 








     IN WITNESS WHEREOF, the Company and the Subsidiaries have executed this
Agreement as of the day and year first above written.



	 	 	 	 	 
	 	GAIN CAPITAL HOLDINGS, INC.

 	 
	 	By:  	/s/ Mark Galant
 	 
	 	 	Name:  	Mark Galant 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	GAIN HOLDINGS, LLC

 	 
	 	By:  	/s/ Mark Galant
 	 
	 	 	Name:  	Mark Galant 	 
	 	 	Title:  	President 	 
	 
	 	GAIN CAPITAL GROUP, LLC

 	 
	 	By:  	/s/ Mark Galant
 	 
	 	 	Name:  	Mark Galant  	 
	 	 	Title:  	President 	 
	 
	 	GAIN CAPITAL, LLC

 	 
	 	By:  	/s/ Mark Galant
 	 
	 	 	Name:  	Mark Galant  	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



Schedule 5.11




 




3












 









	GAIN STRUCTURE CHART

(Transitional)
GAIN Capital Holdings, Inc.

(a Delaware Corporation)
100%
Gain Holdings, LLC
(a Delaware Corporation)

[certificated and pledged to bank]
100% (post merger)
100% (pre-merger)
GAIN Capital Group, Inc.
(a Delaware Corporation)
(qualified in NJ)
[surviving entity in the merger — gets stock
in Holdings, Inc.]
GH Formation, Inc.
(a Delaware corporation)
To be merged with Gain

Capital Group, Inc.
100% [22%] [ ]%
3,908 Class A
Membership units
GAIN Capital, Inc. GCAM, LLC            US Gain Capital Inc. Shanghai
Representative Office
(a Delaware limited liability
(a Delaware Corporation) Company)
(qualified in NJ) (qualified in NJ) (a PRC organization)