exv10w17






Exhibit 10.17




FOURTH LOAN MODIFICATION AGREEMENT




     This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is
entered into as of March 18, 2008, 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
further amended by a
certain Second Loan Modification Agreement dated as of March 20, 2007, between Borrower
and Lenders, and as
further amended by a certain Third Loan Modification Agreement dated as of June 6,
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 inserting the following
text appearing at the end of Section 6.2 thereof:






“(d) Deliver to Agent, on or prior to January
31, 2009, Borrower’s 2009 operating plan, in a form
acceptable to Agent.”




	 	2.	 	The Loan Agreement shall be amended by deleting the following
text appearing in Section 6.7 thereof:






“(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.”




and inserting in lieu thereof the following:




“(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, (v) 1.75 to
1.0 as of the quarter ending December 31, 2007, and (vi) 1.50 to 1.0
as of the quarter ending March 31, 2008 and as of the last day of
each quarter thereafter. With respect to the quarter ending March 31,
2009 and each quarter thereafter, the Total Funded Debt Ratio
covenant levels shall be set by Lenders in their sole discretion
based upon Borrower’s 2009 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, 2009, then all Obligations shall be due and payable in full on
March 31, 2009. The failure of Borrower to deliver a 2009 operating
plan to Agent on or prior to January 31,
2009 shall result in an immediate Event of Default for which there
shall be no
grace or cure period.”




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






““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.”




““Revolving
Line Maturity Date” is October 15, 2007.”


and inserting in lieu thereof the following:




““Revolving Line” is an Advance or Advances in an aggregate amount
of up to Twenty Million Dollars ($20,000,000.00) outstanding at any time.”




““Revolving Line Maturity Date” is March 17, 2009.”




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






 









 







4. FEES. Borrower shall reimburse Agent and Lenders for all 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 CAPlTAL HOLDINGS, INC.	 	 	 	SILICON VALLEY BANK, as Agent and Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Glenn Stevens
	 	 	 	By:
	 	/s/ Melissa Steponis	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Glenn Stevens
	 	 	 	 	 	Name:
	 	Melissa Steponis	 	 
	 

	 	Title:
	 	C.E.O.
	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	JPMORGAN CHASE BANK, N.A., as LENDER	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Lawrence
Normile	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Lawrence
Normile	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Illegible	 	 






     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:  	C.E.O. 	 



 









 







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
	 	$	10,000,000.00	 	 	 	50.00	%
	JPMorgan Chase Bank, N.A.
	 	$	10,000,000.00	 	 	 	50.00	%
	 
	 	 	 	 	 	 
	TOTAL
	 	$	20,000,000.00	 	 	 	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 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    
	NFA Audit

	 	Annually, as filed/submitted
	 	Yes      No    
	2008 Operating Plan

	 	By 1/31/2008
	 	Yes      No    
	2009 Operating Plan

	 	By 1/31/2009
	 	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:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	Date:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Verified:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	AUTHORIZED SIGNER	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Compliance Status:     Yes     No