and the
other Loan Documents embody the entire agreement among the parties hereto and
supersede all prior agreements and understandings, oral or written, if any,
relating to the subject matter hereof. BGC agrees to promptly take such action,
upon the request of the Administrative Agent, as is necessary to carry out the
intent of this Amendment.
(c) Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile or other electronic imaging means (e.g., "pdf" or "tif")
shall be effective as delivery of a manually executed counterpart of this
Amendment.
(d) GOVERNING LAW; Jurisdiction; Waiver of Jury Trial; Etc. THIS AMENDMENT SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. The jurisdiction, service of process, waiver of venue
and waiver of jury trial provisions of Sections 11.14 and 11.15 of the Credit
Agreement are hereby incorporated by reference, mutatis mutandis.
(e) Costs and Expenses. BGC shall pay all reasonable and documented out of
pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent) in connection with the preparation, negotiation,
execution, delivery and administration of this Amendment.
[NO FURTHER TEXT ON THIS PAGE]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first above written.
BGC PARTNERS, INC.,
a Delaware corporation By:
/s/ Steven McMurray
Name:
Steven McMurray Title:
Chief Financial Officer
SECOND AMENDMENT TO CREDIT AGREEMENT
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.
By:
/s/ Paley Chen
Name:
Paley Chen
Title:
Vice President
SECOND AMENDMENT TO CREDIT AGREEMENT
LENDERS:
BANK OF AMERICA, N.A.
By:
/s/ Sherman M Wong
Name:
Sherman M Wong
Title:
Director
SECOND AMENDMENT TO CREDIT AGREEMENT
CAPITAL ONE, NATIONAL ASSOCIATION By:
/s/ Wallace Lo
Name:
Wallace Lo Title:
Duly Authorized Signatory
SECOND AMENDMENT TO CREDIT AGREEMENT
CITIBANK, N.A. By:
/s/ Marina Donskaya
Name:
Marina Donskaya Title:
Vice President
SECOND AMENDMENT TO CREDIT AGREEMENT
GOLDMAN SACHS BANK USA By:
/s/ Jamie Minieri
Name:
Jamie Minieri Title:
Authorized Signatory
SECOND AMENDMENT TO CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION By:
/s/ Alaa Shraim
Name:
Alaa Shraim Title:
Senior Vice President
SECOND AMENDMENT TO CREDIT AGREEMENT
MIZUHO BANK, LTD. By:
/s/ Donna DeMagistris
Name:
Donna DeMagistris Title:
Authorized Signatory
SECOND AMENDMENT TO CREDIT AGREEMENT
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH By:
/s/ Letian Yan
Name:
Letian Yan Title:
Relationship Manager By:
/s/ Shulin Peng
Name:
Shulin Peng Title:
MD, Head of Financial Institutions
SECOND AMENDMENT TO CREDIT AGREEMENT
ASSOCIATED BANK, NATIONAL ASSOCIATION By:
/s/ Liliana Huerta Correa
Name:
Liliana Huerta Correa Title:
Senior Vice President
SECOND AMENDMENT TO CREDIT AGREEMENT
BANKUNITED, N.A.