exv10w15






Exhibit 10.15




SECOND LOAN MODIFICATION AGREEMENT




     This Second Loan Modification Agreement (this “Loan Modification
Agreement”) is entered into as of March 20th 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 (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 definition appearing in
Section 13.1 thereof:






““Revolving Line” is an Advance or Advances in an aggregate amount
of up to Five Million Dollars ($5,000,000.00) outstanding at any time.”



                    and inserting in lieu thereof the following:




““Revolving Line” is an Advance or Advances in an aggregate amount
of up to Ten Million Dollars ($10,000,000.00) outstanding at any time.”




	 	2.	 	The Schedule appearing as Schedule 1.1 to the
Loan Agreement is hereby replaced with
the Schedule attached as Exhibit A hereto.




4. FEES. Borrower shall reimburse Agent for all reasonable legal fees and
expenses incurred in connection
with this amendment to the Existing Loan Documents.



5. 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.



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



 









 






7. 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.



8. 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.



9. 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.



10. 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/ Mark Galant	
	 	 	By:  	/s/ Michael Moretti	 	 
	 

	 	 
	 	 	 	 	 	 
	

	Name: 	Mark Galant
	 	 	 		Name: 	Michael Moretti
	 

	 	 	 	 	 	 	 	 
	

	Title:	Chief Executive Officer
	 	 	 		Title:	SVP
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as LENDER

 	 
	 	 	By:  	 	/s/ Bradley J.
Thomson
		 	 	 	Name:	 	Bradley J. Thomson	 	 
	 	 	 	  	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/ Mark Galant
 	 
	 	 	Name:  	Mark Galant 	 
	 	 	Title:  	President 	 



 









 






Exhibit A


Schedule 1.1


Lenders and Commitments




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Term Loan Commitment	 
	Lender	 	Term Loan 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	%
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	Revolving Line	 	 	Revolving Line	 
	Lender	 	Commitment	 	 	 	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	%