Common use of The Restructuring Clause in Contracts

The Restructuring. (a) The Restructuring will be implemented pursuant to the following documentation (collectively, the “Transaction Documents”), (i) the following agreements necessary to effectuate the issuance of and evidence the New Notes (as defined in the Term Sheet): 1. indenture governing the New Notes (the “Indenture”) and the New Notes in the form attached as Exhibit D to the Plan; 2. the Security Documents, the Guarantee, and the Holdings Notes (each as defined in the Indenture); (ii) Fourth Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, in the form attached as Exhibit B to the Plan; (iii) Second Amended and Restated Limited Liability Company Agreement of FXCM Group, LLC, in the form attached as Exhibit A to the Plan; (iv) Second Amended and Restated Credit Agreement by and among Holdco and Group, as borrowers, the Leucadia Group Lender, as lender, and Leucadia National Corporation, as administrative agent, in the form attached as Exhibit E to the Plan; (v) Intercreditor Agreement between Leucadia National Corporation, as Senior Priority Agent, and the indenture trustee and collateral trustee named therein, as Junior Priority Agent, and acknowledged by each of the Company Parties, in the form attached as Exhibit C to the Plan; and (vi) legal opinions of counsel to the Company Parties addressed to the Consenting Noteholders customarily delivered in respect of a secured debt financing in respect of Transaction Documents satisfying clause (i) of the definition thereof, and (2) further opinion on, inter alia, the due authorization, execution and delivery, enforceability, and validity of the Transaction Documents satisfying clause (ii) of the definition thereof; (vii) the release (the “Release”) set forth on Exhibit B attached hereto; and (viii) such other definitive documentation as contemplated by this Support Agreement or the Term Sheet, as applicable. Any Transaction Documents not attached hereto shall be consistent with this Support Agreement and the Term Sheet and shall be in form and substance reasonably acceptable to the Parties; provided however, that all opinions satisfying clause (vi) of the definition of Transaction Documents shall be in form and substance acceptable to the Required Consenting Noteholders in their reasonable discretion.

The Restructuring. (a) The Restructuring will be implemented pursuant through the filing of the Chapter 11 Cases and the confirmation and consummation of the Plan. (b) The Term Sheet is expressly incorporated herein by reference and is made part of this Agreement. References to "the Agreement," "this Agreement," "herein" or "hereof" include this Agreement and each of the Exhibits. Unless otherwise specified herein, the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." In the event the terms and conditions as set forth in the Exhibits and this Agreement are inconsistent, the terms and conditions as set forth in this Agreement shall govern. (c) Each Party shall negotiate in good faith and use commercially reasonable efforts to complete the definitive documentation (which shall include customary releases in favor of the Supporting Noteholders, the other Supporting Parties, management, directors and advisors) for the Restructuring and the transactions contemplated by this Agreement as reasonably necessary and appropriate to consummate the Restructuring, including each of the Investment Agreement, the Plan and all documents that will comprise supplements to the following documentation Plan, the Disclosure Statement, the IFC-OFID Loan Purchase Agreement, the Management Services Agreement, if requested by the Majority Supporting Noteholders in a form to be mutually agreed by UABL S.A., the Majority Supporting Noteholders, the IFC Lender and the OFID Lender, and the Confirmation Order in a form to be mutually agreed by the Parties (collectively, the “Transaction "Definitive Documents”"), (i) the following agreements necessary to effectuate the issuance of and evidence the New Notes (as defined in the Term Sheet): 1. indenture governing the New Notes (the “Indenture”) and the New Notes in the form attached as Exhibit D to the Plan; 2. the Security Documents, the Guarantee, and the Holdings Notes (each as defined in the Indenture); (ii) Fourth Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, in the form attached as Exhibit B to the Plan; (iii) Second Amended and Restated Limited Liability Company Agreement of FXCM Group, LLC, in the form attached as Exhibit A to the Plan; (iv) Second Amended and Restated Credit Agreement by and among Holdco and Group, as borrowers, the Leucadia Group Lender, as lender, and Leucadia National Corporation, as administrative agent, in the form attached as Exhibit E to the Plan; (v) Intercreditor Agreement between Leucadia National Corporation, as Senior Priority Agent, and the indenture trustee and collateral trustee named therein, as Junior Priority Agent, and acknowledged by each of the Company Parties, in the form attached as Exhibit C to the Plan; and (vi) legal opinions of counsel to the Company Parties addressed to the Consenting Noteholders customarily delivered in respect of a secured debt financing in respect of Transaction Documents satisfying clause (i) of the definition thereof, and (2) further opinion on, inter alia, the due authorization, execution and delivery, enforceability, and validity of the Transaction Documents satisfying clause (ii) of the definition thereof; (vii) the release (the “Release”) set forth on Exhibit B attached hereto; and (viii) such other definitive documentation as contemplated by this Support Agreement or the Term Sheet, as applicable. Any Transaction Documents not attached hereto which shall be consistent in all material respects with this Support Agreement and the Term Sheet and shall be in form and substance substance, and with representations, warranties, covenants and other terms and conditions, except as otherwise specified above, reasonably acceptable to (i) the Parties; provided howeverSupporting Parties and (ii) the Company. (d) Each Party shall act in good faith and use commercially reasonable efforts to complete the Restructuring in accordance with the deadlines specified below, that which deadlines in all opinions satisfying clause (vi) cases may be extended by written agreement of the definition Company and the Supporting Parties (collectively, the "Milestones"): (i) the Definitive Documents (other than the Management Services Agreement and the Confirmation Order) shall be in final form reasonably satisfactory in all material respects to the Company and the Supporting Parties on or before November 23, 2016; (ii) the Company shall (1) commence the Solicitation on or before November 30, 2016 and (2) keep the Solicitation open until no later than January 4, 2017; (iii) the Chapter 11 Cases shall be commenced no later than January 10, 2017; (iv) the Company shall file a motion to assume this Agreement on the Petition Date that is in form and substance reasonably satisfactory in all material respects to the Company and the Supporting Parties; (v) the Parties shall support and take all steps reasonably necessary to obtain entry of Transaction Documents an order approving this Agreement in all material respects (including approval of any fee and expense reimbursement payable hereunder, including any Termination Fee payable to Sparrow) and the Company's assumption thereof, which order shall be in form and substance acceptable reasonably satisfactory in all material respects to the Required Consenting Noteholders Company and the Supporting Parties and shall be entered by the Bankruptcy Court (and not be stayed) no later than February 9, 2017; (vi) the hearing to confirm the Plan, and approve the Disclosure Statement and Solicitation in their reasonable discretionconnection therewith shall be held as soon as reasonably practicable, but in no event later than February 27, 2017; and (vii) On or before February 28, 2017, (1) the Bankruptcy Court shall enter a Confirmation Order that is in form and substance reasonably satisfactory in all material respects to the Company and each of the Supporting Parties confirming the Plan, which order shall (x) provide, inter alia, that the Parties have proceeded in good faith in all respects in connection with the Chapter 11 Cases and the transactions contemplated by this Agreement and the Term Sheet and (y) approve the Company's assumption of the Investment Agreement, the Management Services Agreement and the IFC-OFID Loan Purchase Agreement and (2) the Company shall achieve substantial consummation of the Plan (the date of such consummation, the "Effective Date").

The Restructuring. The Borrower and certain of the Lenders holding 66 2/3% of the obligations of the Borrower under the Credit Agreement which also constitute a majority in number of the Lenders (the "Requisite Restructuring Lenders") have agreed to the Summary of Terms and Conditions for Refinancing or Restructuring of the Credit Agreement dated December 8, 2000 ("Restructuring Term Sheet") which is attached hereto and incorporated herein. The Borrower and such Lenders have agreed to all of the terms in the Restructuring Term Sheet with the following understanding: (a) The the Borrower and Requisite Restructuring will be implemented pursuant Lenders must further agree to the following documentation (collectively, the “Transaction Documents”), specific terms of (i) the following agreements necessary financial covenants; (ii) the borrowing base and the definition of excess cash flow; and (iii) the permitted level of Capital Expenditures per year (which are to effectuate be justified to the issuance Lenders by means of a Capital Expenditure Program) (collectively hereinafter referred to as "Implementation Issues"); (b) the Borrower and evidence the New Notes (as defined Lenders have reserved their rights and do not agree on two specific pricing issues in the Restructuring Term Sheet): 1; namely with regard to Pricing Grid, Annex 1A to the Restructuring Term Sheet, (i) whether there should be eurodollar pricing available at Level III and, if so, whether the pricing margin should be 4.75% per annum, and (ii) whether there should be a second Restructuring Fee in the amount of $1,550,000 payable upon the earlier of receipt of the Net Proceeds of an Equity Offering or one year anniversary of the Effective Date of the Plan of Reorganization for the Borrower (hereinafter collectively referred to as "Reserved Pricing Matters"). indenture governing The Borrower, the New Notes (Lenders and Agent will continue to negotiate the “Indenture”) Implementation Issues and Reserved Pricing Matters in an effort to have them agreed to by the Borrower and the New Notes in Requisite Restructuring Lenders The Borrower acknowledges and agrees that notwithstanding any terms or provisions of this Agreement or the form attached as Exhibit D to the Plan; 2. the Security DocumentsCredit Agreement, the Guaranteeundersigned Lenders have not waived their right to receive and shall receive, and the Holdings Notes Borrower agrees to pay, interest on the Loans and the obligations under the Credit Agreement and in respect of Letters of Credit on and after December 15, 2000, at the rate per annum applicable under Section 2.15 (each as defined in d) of the IndentureCredit Agreement to amounts overdue (any notice or other actions by the Lenders necessary to accomplish this are hereby waived or deemed given by the Borrower); (ii) Fourth Amended . If the Implementation Issues and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, in the form attached as Exhibit B Reserved Pricing Matters have been resolved to the Plan; (iii) Second Amended and Restated Limited Liability Company Agreement satisfaction of FXCM Group, LLC, in the form attached as Exhibit A to the Plan; (iv) Second Amended and Restated Credit Agreement by and among Holdco and Group, as borrowers, the Leucadia Group Lender, as lender, and Leucadia National Corporation, as administrative agent, in the form attached as Exhibit E to the Plan; (v) Intercreditor Agreement between Leucadia National Corporation, as Senior Priority Agent, Requisite Restructuring Lenders and the indenture trustee Agent by January 8, 2001 and collateral trustee named therein, as Junior Priority Agent, and acknowledged by each the Borrower has received assurances from Holders of the 9 3/4% Senior Subordinated Notes Due 2007 of the Company Parties, ("Subordinated Notes") who in aggregate hold at least $140,000,000 principal amount of the form attached as Exhibit C Subordinated Notes ("Requisite Restructuring Noteholders") that the Requisite Restructuring Noteholders have agreed to the Plan; and (vi) legal opinions terms of counsel the Restructuring Term Sheet by January 8, 2001 then the immediately preceding sentence shall be voided ab initio as if it had never been part of this Agreement. Interest in excess of that which would have accrued on the Loans but for this Agreement shall be due and payable on January 8, 2001 unless voided pursuant to the Company Parties addressed foregoing. The Borrower represents and warrants that it has received written assurances from representatives of Informal Committee of Subordinated Notes who hold collectively at least $140,000,000 principal amount of Subordinated Notes ("Committee") that each member of the Committee has approved the Restructuring Term Sheet subject to the Consenting Noteholders customarily delivered in respect of a secured debt financing in respect of Transaction Documents satisfying clause (i) of the definition thereof, and (2) further opinion on, inter alia, the due authorization, execution and delivery, enforceability, and validity of the Transaction Documents satisfying clause (ii) of the definition thereof; (vii) the release (the “Release”) set forth on Exhibit B attached hereto; and (viii) such other definitive documentation as contemplated by this Support Agreement or the Term Sheet, as applicable. Any Transaction Documents not attached hereto shall be consistent with this Support Agreement Reserved Pricing Matters and the Term Sheet and shall be in form and substance reasonably acceptable to the Parties; provided however, that all opinions satisfying clause (vi) of the definition of Transaction Documents shall be in form and substance acceptable to the Required Consenting Noteholders in their reasonable discretionImplementation Issues.