exv10w16






Exhibit 10.16




THIRD LOAN MODIFICATION AGREEMENT




     This Third Loan Modification Agreement (this “Loan Modification
Agreement”) is entered into as of June 15, 2007, 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”).


1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and
obligations which may be owing by Borrower to the Lenders, Borrower is indebted to the
Lenders pursuant to a loan
arrangement dated as of March 29, 2006, evidenced by, among other documents, a certain
Loan and Security
Agreement dated as of March 29, 2006, between Borrower and the Lenders, as amended by a
certain First Loan
Modification Agreement dated as of October 16, 2006, between Borrower and Lenders, and
as further amended by a
certain Second Loan Modification Agreement dated as of March 20, 2007, between Borrower
and Lenders (as
amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein
shall have the same
meaning as in the Loan Agreement.



2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as
described in the Loan Agreement (together with any other collateral security granted to
Agent, for the ratable benefit
of the Lenders, the “Security Documents”).



Hereinafter, the Security Documents, together with all other documents evidencing or
securing the Obligations shall be referred to as the “Existing Loan Documents”.



3. DESCRIPTION OF CHANGE IN TERMS.




     A. Modifications to Loan Agreement.




	 	1.	 	The Loan Agreement shall be amended by
deleting the following appearing as Section 2.1.1 thereof:






“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.”




	 	 	 	and inserting in lieu thereof the following:




 









 












“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 within five (5) days after the 2007 Effective Date subject to
the satisfaction of
the terms and conditions of this Agreement.




               (b) Repayment. Commencing on the first calendar day
of the month following the Funding Date with respect to the Term
Loan,
Borrower shall make sixty (60) monthly payments of interest at the
rate set forth
in Section 2.3(b)(i). In addition to the monthly payments of
interest,
commencing on October 1, 2007 and continuing on the first calendar
day of
each calendar quarter thereafter, Borrower shall repay the Term
Loan in twenty
(20) equal quarterly installments of principal (each, a “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.	 	The Loan Agreement shall be amended by deleting the following text
appearing in Section 2.4 thereof:






“(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”




	 	 	 	and inserting in lieu thereof the following:






“(b) Prepayment Fee. The Prepayment Fee, when due hereunder
(except that no Prepayment Fee shall be due and owing hereunder if (i)
the prepayment occurs in connection with any prepayment required by
regulatory actions, or (ii) if the prepayment occurs after Lenders
withhold their consent to the conversion of the outstanding Obligations
to subordinated debt, so long as such conversion is required for
regulatory reasons); and”




	 	3.	 	The Loan Agreement shall be amended by inserting the following text
appearing at the end of Section 5.5 thereof:






“In addition, 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 Repurchase hereunder.”




	 	4.	 	The Loan Agreement shall be amended by deleting the following text
appearing in Section 6.2(a) thereof:






“(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;”



 









 






	 	 	 	and inserting in lieu thereof the following:






“(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 and the annual examination
conducted by the National Futures Association;”




	 	5.	 	The Loan Agreement shall be amended by inserting the following text
appearing at the end of Section 6.2 thereof:






“(c) Deliver to Agent, on or prior to January 31,2008, Borrower’s
2008 operating plan, in a form acceptable to Agent.”




	 	6.	 	The Loan Agreement shall be amended by deleting the following
appearing as Section 6.7 thereof:






“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.”




	 	 	 	And inserting in lieu thereof the following:






“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, March 31, 2007 and
June 30, 2007, (iii) 1.75 to 1.0 as of the quarters ending September
30, 2007, December 31, 2007, March 31, 2008 and June 30, 2008, and (iv)
2.0 to 1.0 as of the quarter ending September 30, 2008 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, (iii) 1.50 to 1.0 as of the
quarter ending March 31, 2007, (iv) 2.0 to 1.0 as of the quarters
ending June 30, 2007 and September 30, 2007, and (v) 1.75 to 1.0 as of
the quarter ending December 31, 2007. With respect to the quarter
ending March 31, 2008 and each quarter thereafter, the Total Funded
Debt Ratio covenant levels shall be set by Lenders in their sole
discretion based upon Borrower’s 2008 operating plan/forecast, but not
less than 1.50 to 1.0 (unless Borrower and Lenders mutually agree to a
lower covenant level); provided, however, in the event that Borrower
does not agree in writing to such covenant levels on or before February
28, 2008, then all Obligations shall be due and payable in full on
March 31, 2008. The failure of Borrower to deliver a 2008 operating
plan to Agent on or prior to January 31, 2008 shall result in an
immediate Event of Default for which there shall be no grace or cure
period.”




	 	7.	 	The Loan Agreement shall be amended by inserting the following
definitions appearing alphabetically in Section 13.1 thereof:






““2007 Effective Date” is June 6, 2007.”




““Maturity Date” is, as applicable, the Term Loan Maturity Date or the
Revolving Line Maturity Date.”




““Repurchase” is a repurchase of capital stock paid by Borrower in an
amount not to exceed Thirty Million Dollars ($30,000,000.00).”




	 	8.	 	The Loan Agreement shall be amended by deleting the following
definitions appearing in Section 13.1 thereof:






““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.”



 









 






““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.”




     And inserting in lieu thereof the following:




““Prepayment Fee” shall be an amount equal to :




     (i) for any prepayment made between the 2007 Effective
Date and the date that is one (1) year from the 2007 Effective
Date (inclusive of such date), an amount equal to one percent
(1.0%) of the amount prepaid;




     (ii) for any prepayment made between the date that is
after one (1) year from the 2007 Effective Date and the date
that is two (2) years from the 2007 Effective Date (inclusive
of such date), an amount equal to one-half of one percent
(0.50%) of the amount prepaid; and




     (iii) for any prepayment made after the date that is
after two (2) years from the 2007 Effective Date, an amount
equal to zero percent (0.0%) of the amount prepaid.”




““Term Loan Amount” is an aggregate amount equal to
$52,500,000.00 outstanding at any time.”




““Term Loan Maturity Date” is July 1, 2012.”




	 	9.	 	The Schedule appearing as Schedule 1.1
to the Loan Agreement is hereby replaced with the Schedule attached
as Exhibit A hereto.
	 
	 	10.	 	The Compliance Certificate appearing as
Exhibit B to the Loan Agreement is hereby replaced with
the Compliance Certificate attached as Exhibit B hereto.




4. SUCCESSORS AND ASSIGNS. Borrower hereby agrees that it will execute any
documents, including a
loan modification agreement, required by Lenders in connection with actions taken by
the Lenders pursuant to
Section 12.1 of the Loan Agreement.



5. CONSENT. Pursuant to Section 7.2 of the Loan Agreement, the Lenders
hereby consent to (a) the
departure of Mark Galant as Chief Executive Officer of Borrower, (b) the
appointment of Glenn Stevens as
President and Chief Executive Officer of Borrower, and (c) the appointment of
Mark Galant as non-executive
Chairman of the Board of Borrower.



6. FEES. Borrower shall pay to Agent a modification fee equal to $262,500.00
(to be shared between Lenders
pursuant to their respective Commitment Percentages), which fee shall be due on the
date hereof and shall be
deemed fully earned as of the date hereof. Borrower shall also reimburse Agent and
Lenders for all legal fees and
expenses incurred in connection with this amendment to the Existing Loan Documents.



7. USE OF PROCEEDS. Borrower shall use the proceeds of the Term Loan made
pursuant to this Loan
Modification Agreement to (i) refinance the entire principal amount of Borrower’s
existing indebtedness to Lenders
(other than indebtedness in connection with the Revolving Line), and (ii) to fund the
Repurchase.




 









 







8. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms
and reaffirms,
all and singular, the terms and disclosures contained in a certain Perfection
Certificate dated as of March 29, 2006,
between Borrower and Lenders, and acknowledges, confirms and agrees the disclosures and
information Borrower
provided to Lenders in the Perfection Certificate have not changed, as of the date
hereof.



9. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to
reflect the changes described above.



10. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms
and conditions of all security or other collateral granted to the Agent, for the ratable
benefit of the Lenders, and
confirms that the indebtedness secured thereby includes, without limitation, the
Obligations.



11. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower now has no
offsets, defenses, claims, or counterclaims against Agent or Lenders with respect to the
Obligations, or otherwise,
and that if Borrower now has, or ever did have, any offsets, defenses, claims, or
counterclaims against Agent or
Lenders, whether known or unknown, at law or in equity, all of them are hereby expressly
WAIVED and Borrower
hereby RELEASES Agent and Lenders from any liability thereunder.



12. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations,
Agent and Lenders are relying upon Borrower’s representations, warranties, and
agreements, as set forth in the
Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification
Agreement, the terms
of the Existing Loan Documents remain unchanged and in full force and effect. Lenders’
agreement to
modifications to the existing Obligations pursuant to this Loan Modification Agreement
in no way shall obligate
any Lender to make any future modifications to the Obligations. Nothing in this Loan
Modification Agreement
shall constitute a satisfaction of the Obligations. It is the intention of Lenders and
Borrower to retain as liable
parties all makers of Existing Loan Documents, unless the party is expressly released by
Agent in writing. No
maker will be released by virtue of this Loan Modification Agreement.



13. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall
have been executed by Borrower and Lenders.




[The remainder of this page is intentionally left blank]





 











 





     This Loan Modification Agreement is executed as of the date first written above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BORROWER:	 	 	 	LENDERS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GAIN CAPITAL
HOLDINGS, INC.	 	 	 	SILICON VALLEY BANK, as Agent and Lender
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By: /s/ Glenn Stevens	 	 	 	By: /s/ Michael Moretti
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Glenn Stevens	 	 	 	 	 	Name:	 	Michael Moretti	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 	 	 	 	Title:	 	SVP	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GAIN CAPITAL HOLDINGS, INC.	 	 	 	JPMORGAN CHASE BANK, N.A., as LENDER
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By: /s/ Mark E. Galant	 	 	 	By: /s/ Bradley J.
Thomson
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Mark E. Galant	 	 	 	 	 	Name:	 	Bradley J.
Thomson	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	CEO	 	 	 	 	 	Title:	 	Senior Vice President	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





     The undersigned, GAIN HOLDINGS, LLC, ratifies, confirms and reaffirms, all and
singular, the terms and conditions of a certain Unconditional Guaranty dated as of March 29, 2006
(the “Guaranty”) and acknowledges, confirms and agrees that (i) the Guaranty shall remain in full
force and effect and shall in no way be limited by the execution of this Loan Modification
Agreement, or any other documents, instruments and/or agreements executed and/or delivered in
connection herewith, and (ii) the Guaranty shall continue to pertain to all Obligations.



	 	 	 	 	 
	 	GAIN HOLDINGS, LLC

 	 
	 	By:  	/s/ Glenn Stevens
 	 
	 	 	Name:  	Glenn
Stevens	 
	 	 	Title:  	President	 
	 
	 	GAIN HOLDINGS, LLC

 	 
	 	By:  	/s/ Mark E. Galant 	 
	 	 	Name:  	Mark
E. Galant	 
	 	 	Title:  	CEO	 



 









 






	 	 	 	 	 



Exhibit A




Schedule 1.1




Lenders and Commitments




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Term Loan Commitment	 
	Lender	 	Term Loan Commitment	 	 	 	Percentage	 
	Silicon Valley Bank
	 	$	26,250,000.00	 	 	 	50.00	%
	JPMorgan Chase Bank, N.A.
	 	$	26,250,000.00	 	 	 	50.00	%
	 
	 	 	 	 	 	 
	TOTAL
	 	$	52,500,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Revolving Line Commitment	 
	Lender	 	Revolving Line Commitment	 	 	 	Percentage	 
	Silicon Valley Bank
	 	$	5,000,000.00	 	 	 	50.00	%
	JPMorgan Chase Bank, N.A.
	 	$	5,000,000.00	 	 	 	50.00	%
	 
	 	 	 	 	 	 
	TOTAL
	 	$	10,000,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 






 









 






EXHIBIT B




COMPLIANCE CERTIFICATE




			
	TO: SILICON VALLEY BANK, AS AGENT
	 	Date:                                         
	FROM: GAIN CAPITAL HOLDINGS, INC.	 	 





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 No  ted 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 No  ted below; provided, however,
that such materiality qualifier shall No  t 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 No  t previously provided written No  tification 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 footNo  tes. The
undersigned ackNo  wledges that No   borrowings may be requested at any time or date of
determination that Borrower is No  t in compliance with any of the terms of the Agreement,
and that compliance is determined No  t just at the date this certificate is delivered.
Capitalized terms used but No  t 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       
	NFA Audit

	 	Annually, as filed/submitted
	 	Yes       No       
	2008 Operating Plan

	 	By 1/31/2008
	 	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.