8-K

0001193125-13-400556.txt : 20131016 0001193125-13-400556.hdr.sgml : 20131016 20131016081324 ACCESSION NUMBER: 0001193125-13-400556 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131015 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131016 DATE AS OF CHANGE: 20131016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KCG Holdings, Inc. CENTRAL INDEX KEY: 0001569391 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54991 FILM NUMBER: 131153211 BUSINESS ADDRESS: STREET 1: 545 WASHINGTON BOULEVARD CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 201-222-9400 MAIL ADDRESS: STREET 1: 545 WASHINGTON BOULEVARD CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: Knight Holdco, Inc. DATE OF NAME CHANGE: 20130211 8-K 1 d612342d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2013

KCG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

000-54991

38-3898306

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

545 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

(201) 222-9400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

As previously announced, on September 30, 2013, KCG Holdings, Inc. (the “Company”) commenced a consent solicitation (the “Consent Solicitation”) with respect to its outstanding 8.250% Senior Secured Notes due 2018 (CUSIP Nos.: U24478AA4, 48244BAA8 and 48244BAB6) (the “Notes”) pursuant to a Consent Solicitation Statement (the “Consent Solicitation Statement”) dated as of September 30, 2013. The Company was soliciting consents from registered holders (“Holders”) of the Notes as of 5:00 p.m., New York City time, September 27, 2013 (the “Record Date”) to amend, among other things, the terms of the Indenture, dated as of June 5, 2013 (as amended and supplemented, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee and collateral agent (the “Trustee”), and certain subsidiary guarantors (the “Guarantors”). As a condition to the effectiveness of the amendment to the Indenture and as stated in the Consent Solicitation Statement, the Company also intended to enter into an amendment to its Credit Agreement (the “Credit Agreement”), dated as of July 1, 2013, with the lenders party thereto, Jefferies Finance LLC (the “Credit Agreement Agent”), as documentation agent, administrative agent, collateral agent and syndication agent, and Jefferies Finance LLC and Goldman Sachs Bank USA, as joint lead arrangers and joint book managers.

On October 15, the Company announced that it had received, as of 5:00 p.m., New York City time, on October 14, 2013, valid consents from the Holders of $304,022,000 in aggregate principal amount of the Notes, representing 99.68% of the total aggregate principal amount of the Notes. Therefore the Company has received the requisite consents to amend the Indenture.

Third Supplemental Indenture

On October 15, 2013, the Company entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) with the Trustee to amend the Indenture to allow the purchase, redemption or repayment of the 3.50% Cash Convertible Senior Subordinated Notes due 2015 (the “2015 Convertible Notes”), issued by Knight Capital Group, Inc., in the Company’s discretion, at any price, including at a premium or at a discount from the face value thereof, with any available cash.

The Third Supplemental Indenture took effect on October 15, 2013 in accordance with its terms.

The foregoing description of the Third Supplemental Indenture is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

First Amendment and Consent to Credit Agreement

On October 15, 2013, the Company and Guarantors entered into the First Amendment and Consent to Credit Agreement (the “Credit Agreement Amendment”) with the lenders party thereto and the Credit Agreement Agent.

The Credit Agreement Amendment requires the Company to prepay a portion of the principal amount of borrowings under the Credit Agreement on the first business day (the “Cash Collateral Prepayment Date”) after the 60th day from October 15, 2013 by using any remaining funds (all such funds, the “Collateralized Cash Proceeds”) on deposit in a cash collateral account previously set aside to purchase, or cause to be purchased, the 2015 Convertible Notes. The Company may also prepay a portion of the principal amount of borrowings under the Credit Agreement out of the Collateralized Cash Proceeds prior to the Cash Collateral Prepayment Date by giving no less than 3 business days’ prior notice to the Credit Agreement Agent.

The Credit Agreement Amendment also permits the purchase, redemption or repayment of the 2015 Convertible Notes in the Company’s discretion, at any price, including at a premium or at a discount from the face value thereof, with any available cash.

The Credit Agreement Amendment took effect on October 15, 2013 in accordance with its terms.

The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits


Exhibit 4.1		Third Supplemental Indenture, dated as of October 15, 2013, by and among the Company, the Guarantors and the Trustee in connection with the Indenture governing the Company’s 8.250% senior secured notes due 2018 in the aggregate principal amount of $305,000,000, filed as Exhibit 4.7 to KCG’s Form 8-K filed on July 1, 2013 (File No. 000-54991) and incorporated herein by reference.

Exhibit 10.1		First Amendment and Consent to Credit Agreement, dated as of October 15, 2013, by and among the Company, the Guarantors, the lenders party thereto and the Credit Agreement Agent amending the Credit Agreement filed as Exhibit 10.1 to KCG’s Form 8-K filed on July 1, 2013 (File No. 000-54991) and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned’s duly authorized signatory.

Dated: October 16, 2013


KCG HOLDINGS, INC.

By:		/s/ John McCarthy
Name:		John McCarthy
Title:		General Counsel and Corporate Secretary

EX-4.1 2 d612342dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

EXECUTION VERSION

THIRD SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 15, 2013, by and among KCG Holdings, Inc. (the “Company”), the Guarantors (as defined below) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company, as the issuer, certain subsidiaries of the Company, as guarantors (the “Guarantors”), and the Trustee have entered into an indenture, dated as of June 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its 8.250% Senior Secured Notes due 2018 (the “Notes”);

WHEREAS, the Company launched a consent solicitation pursuant to a consent solicitation statement (the “Consent Solicitation Statement”) dated September 30, 2013 to, among other things, amend Section 4.07(b)(9) of the Indenture in order to allow the Company to purchase, redeem or repay the outstanding 3.50% Cash Convertible Senior Subordinated Notes due 2015 (the “2015 Convertible Notes”) issued by Knight Capital Group, Inc. at any price and with any available cash;

WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Company and Trustee may amend or supplement the Indenture Documents with the consent of Holders of at least a majority in aggregate principal amount of the then outstanding Notes except for certain amendments not applicable herein;

WHEREAS, pursuant to a tabulation certificate, dated October 14, 2013, by i-Deal LLC, in its capacity as the tabulation agent (the “Tabulation Agent”) under the Consent Solicitation Statement, the Tabulation Agent has (1) received valid consents pursuant to the Consent Solicitation Statement from the holders of $304,022,000 in aggregate principal amount of the Notes, representing 99.68% of the total aggregate principal amount of the Notes, and (2) none of such consents have been validly revoked or withdrawn at or prior to the Expiration Time (as defined in the Consent Solicitation Statement);

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized;

WHEREAS, the Company has obtained the requisite consent of Holders of at least a majority in aggregate principal amount of outstanding Notes;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE 1

AMENDMENT

Section 1.1. Section 4.07(b)(9) of the Indenture is hereby amended and restated in its entirety to read as follows:

(9) (a) cash settle conversions of the 2015 Convertible Notes to the extent required pursuant to the 2015 Convertible Notes as in effect on the date of this Indenture and (b) so long as no Event of Default then exists or would result therefrom, the Company may otherwise purchase, redeem or repay outstanding 2015 Convertible Notes;

ARTICLE 3

MISCELLANEOUS

Section 3.1. EFFECTIVENESS. This Supplemental Indenture shall be effective when:

(a)

it is duly executed and delivered by the parties hereto;

(b)

each of the other amendments to the Collateral Documents contemplated in the Consent Solicitation Statement has been duly executed and delivered by the parties thereto; and

(c)

that certain First Amendment and Consent to Credit Agreement, dated October 15, 2013, among the Company, as borrower, the Guarantors, and Jefferies Finance LLC, as the administrative agent for the Lenders (as defined in the Credit Agreement thereby amended) and as collateral agent for the Secured Parties (as defined in the Credit Agreement thereby amended) is duly executed and delivered by the parties thereto.

Section 3.2. RECITALS. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 3.3. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

Section 3.4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.6. The Indenture, as supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


KCG HOLDINGS, INC., as Issuer

By:		/s/ Daniel Coleman
Name:		Daniel Coleman
Title:		Chief Executive Officer

GETCO HOLDING COMPANY, LLC, as Guarantor

By:		/s/ John McCarthy
Name:		John McCarthy
Title:		General Counsel and Secretary

GETCO TRADING, LLC, as Guarantor

By:		/s/ Alex Sadowski
Name:		Alex Sadowski
Title:		Manager

GLOBAL COLOCATION SERVICES LLC, as Guarantor

BY: GETCO HOLDING COMPANY, LLC,
ITS SOLE MEMBER

By:		/s/ John McCarthy
Name:		John McCarthy
Title:		General Counsel and Secretary

BLINK TRADING LLC, as Guarantor

By:		/s/ John McCarthy
Name:		John McCarthy
Title:		General Counsel and Secretary

KNIGHT CAPITAL GROUP, INC., as Guarantor

By:		/s/ Daniel Coleman
Name:		Daniel Coleman
Title:		Chief Executive Officer

[Signature Page to Third Supplemental Indenture]


KNIGHT CAPITAL HOLDINGS LLC, as Guarantor

By:		/s/ Andrew M. Greenstein
Name:		Andrew M. Greenstein
Title:		Managing Director, Deputy General Counsel & Assistant Secretary

KNIGHT FIXED INCOME HOLDINGS LLC, as Guarantor

By:		/s/ Andrew M. Greenstein
Name:		Andrew M. Greenstein
Title:		Managing Director, Deputy General Counsel & Assistant Secretary

KCG HOTSPOT FX LLC, as Guarantor

By:		/s/ Andrew M. Greenstein
Name:		Andrew M. Greenstein
Title:		Managing Director, Deputy General Counsel & Assistant Secretary

KNIGHT LIBERTAS HOLDINGS LLC, as Guarantor

By:		/s/ Andrew M. Greenstein
Name:		Andrew M. Greenstein
Title:		Managing Director, Deputy General Counsel & Assistant Secretary

KNIGHT QUANTITATIVE TRADING LLC, as Guarantor

By:		/s/ Andrew M. Greenstein
Name:		Andrew M. Greenstein
Title:		Managing Director, Deputy General Counsel & Assistant Secretary

HOTSPOT FX HOLDINGS, INC., as Guarantor

By:		/s/ Andrew M. Greenstein
Name:		Andrew M. Greenstein
Title:		Managing Director, Deputy General Counsel & Assistant Secretary

[Signature Page to Third Supplemental Indenture]


THE BANK OF NEW YORK MELLON, as Trustee

By:		/s/ Francine Kincaid
Name:		Francine Kincaid
Title:		Vice President

[Signature Page to Third Supplemental Indenture]

EX-10.1 3 d612342dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT

FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 15, 2013, among KCG HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined in the Credit Agreement referred to below) party hereto and JEFFERIES FINANCE LLC, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Administrative Agent, the Collateral Agent and the other parties thereto are parties to that certain Credit Agreement, dated as of July 1, 2013 (the “Credit Agreement”); and

WHEREAS, the Borrower and each Lender party hereto desire to amend the Credit Agreement as provided herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

I.	Amendments to Credit Agreement.

A. Schedule 1.1 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:

“Cash Collateral Prepayment Date” shall mean the date that is the first Business Day after the 60th day after the First Amendment Effective Date.

“First Amendment Effective Date” shall have the meaning set forth in the First Amendment to Credit Agreement.

“First Amendment to Credit Agreement” shall mean the First Amendment and Consent to Credit Agreement, dated as of October 15, 2013, among the Borrower, the Guarantors, the Lenders party thereto, the Administrative Agent and the Collateral Agent.

B. Section 2.10(g)(i) of the Credit Agreement is hereby amended by moving the proviso appearing at the end of the first sentence thereof to the end of the second sentence thereof.

C. Section 2.10(g)(i) of the Credit Agreement is hereby further amended by (i) inserting “and (i)” immediately following the text “Sections 2.10 (c)-(f)” contained in the third sentence thereof and (ii) inserting “and any repayment pursuant to Section 2.10(i)” immediately following the text “provided, however, the Net Cash Proceeds from an Asset Sale” contained in the third sentence thereof.

D. Section 2.10(g)(iii) of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof:

“Notwithstanding the foregoing provisions of this clause (g)(iii), in the event that the Borrower elects to optionally prepay outstanding Term Loans pursuant to Section 2.10(a) prior to the Cash Collateral Prepayment Date with funds on deposit in the Cash Collateral Account, the written notice otherwise required above in this clause (g)(iii) shall be given to the Administrative Agent and the Collateral Agent, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, which notice also shall expressly authorize the Administrative Agent and the Collateral Agent to request a withdrawal of funds from the Cash Collateral Account to be applied to such optional prepayment.”

E. Section 2.10 of the Credit Agreement is hereby further amended by inserting the following new clause (i) immediately following clause (h) thereof:

“(i) Cash Collateral Account. To the extent that there are any cash or Cash Equivalents on deposit in (or credited to) the Cash Collateral Account at the open of business on the Cash Collateral Prepayment Date (calculated after giving effect to any cash settlement, purchase, redemption or repayment of any 2015 Convertible Notes on such date), the Borrower shall apply all such cash and Cash Equivalents on such date to make prepayments in accordance with Section 2.10(g).”

F. Clause (ii)(y) of Section 6.11(a) of the Credit Agreement is hereby amended by inserting (a) “(i) on or prior to the Cash Collateral Prepayment Date,” immediately following the text “the Borrower may” contained therein and (b) “and (ii) thereafter, purchase, redeem or repay outstanding 2015 Convertible Notes” immediately following the text “Cash Collateral Agreement” contained therein.

II.

Consent.

A. By its execution hereof, each Loan Party and each Lender party hereto hereby consents and agrees that the Collateral Agent and the other parties thereto may enter into any amendments or supplements to the Cash Collateral Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and without the need to obtain any further consent of any Lender, to provide for (i) the release of the cash and Cash Equivalents deposited in (or credited to) the Cash Collateral Account to prepay the Loans on the Cash Collateral Prepayment Date in accordance with Section 2.10(i) of the Credit Agreement provided above and (ii) the ability of the Borrower to request a withdrawal of funds from the Cash Collateral Account prior to the Cash Collateral Prepayment Date to effect an optional prepayment of outstanding Term Loans pursuant to Sections 2.10(a) and 2.10(g) of the Credit Agreement.

B. By its execution hereof, each Lender party hereto hereby consents to the amendment and modification of the Second Lien Notes Documents (the “Second Lien Notes Documents Amendment”) in form and substance reasonably satisfactory to the Administrative Agent to provide for amendments, modifications and consents to the Second Lien Notes Documents corresponding to the amendments and consents contained in Sections I and II hereof.

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III.	Miscellaneous Provisions.

A. In order to induce the undersigned Lenders to enter into this First Amendment, the Borrower and each Guarantor hereby represents and warrants that:

1. No Default or Event of Default has occurred and is continuing on the date hereof or will have occurred and be continuing as of the First Amendment Effective Date (as hereinafter defined), both immediately before and immediately after giving effect to the First Amendment.

2. All of the representations and warranties of each Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality; or Material Adverse Effect” or similar language, in all respects) on the date hereof and will be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality; or Material Adverse Effect” or similar language, in all respects) on the First Amendment Effective Date, both immediately before and immediately after giving effect to the First Amendment, as though made on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality; or Material Adverse Effect” or similar language, in all respects) as of such earlier date).

3. This First Amendment has been duly authorized by all necessary corporate or other organizational action on the part of each Loan Party. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this First Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority, FINRA or any other person is required in connection with the execution, delivery, performance, validity or enforceability of this First Amendment, except consents, authorizations, filings and notices have been obtained or made and are in full force and effect. This First Amendment has been duly executed and delivered on behalf of each Loan Party. This First Amendment upon execution will constitute, a legal, valid and binding obligation of each Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4. As to each Loan Party, the execution, delivery and performance of this First Amendment do not violate any Legal Requirement or any material Contractual Obligation of any Company.

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B. This First Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

C. This First Amendment may be executed in any number of counterparts (and by different parties hereto on 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 First Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this First Amendment. A complete set of counterparts of this First Amendment shall be lodged with the Borrower and the Administrative Agent.

D. THE VALIDITY OF THIS FIRST AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).

E. This First Amendment shall become effective on the date (“First Amendment Effective Date”) when:

1. the Borrower, each Guarantor, the Administrative Agent, the Collateral Agent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of electronic transmission) the same to the Administrative Agent, c/o White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (e-mail address: KCGHoldings@whitecase.com);

2. all fees and expenses required to be paid to the Administrative Agent and its Affiliates on the First Amendment Effective Date (including legal fees and expenses) shall have been paid;

3. the Second Lien Notes Documents Amendment shall have become effective in accordance with its terms; and

4. the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that (i) the representations and warranties made by the Loan Parties in this Section III are true and correct on the First Amendment Effective Date and (ii) the conditions in this Section III. E. have been satisfied.

F. Each Guarantor listed on the signatures pages hereof has read this First Amendment and consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid, binding, and enforceable in accordance with its terms, and shall not be impaired or limited by the execution or effectiveness of this First Amendment.

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Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future waiver of the terms of the Credit Agreement.

G. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby on the First Amendment Effective Date. This First Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement and the other Loan Documents.

* * *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.


KCG HOLDINGS, INC., as the Borrower

By:		/s/ Daniel Coleman
Name:		Daniel Coleman
Title:		Chief Executive Officer