FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO THE GUARANTEE AND COLLATERAL AGREEMENT

Exhibit 10.10

FIRST AMENDMENT
TO CREDIT AGREEMENT AND FIRST AMENDMENT TO THE GUARANTEE AND COLLATERAL AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND THE FIRST AMENDMENT TO THE GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”) is dated as of February 24, 2015 and is entered into by and among BATS Global Markets, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A. (“JPM Bank”), as the committing lender of the B-1 Term Loan Commitment (as defined below) (in such capacity, the “B-1 Term Loan Lender”), as the committing lender of the Incremental B-2 Term Loan Commitment (as defined below) (in such capacity, the “Incremental B-2 Term Loan Lender”), and as the successor administrative agent (in such capacity, the “Successor Administrative Agent”), Credit Suisse AG (“CS”), as the existing administrative agent (in such capacity, the “Existing Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral Agent”) and the other parties hereto, and is made with reference to that certain Credit Agreement dated as of January 31, 2014 (the “Credit Agreement”) by and among the Borrower, the Lenders from time to time party thereto, the Existing Administrative Agent and the Collateral Agent.  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS, the Borrower desires to amend the Credit Agreement and the Guarantee and Collateral Agreement on the terms set forth herein;

WHEREAS, Section 9.08 of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes;

WHEREAS, the Borrower and Knight Capital Group, Inc. (the “Seller”) have entered into that certain Securities Purchase Agreement, dated as of January 27, 2015 (as amended, supplemented, amended and restated, or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Borrower has agreed to acquire all of the issued and outstanding equity interests (the “Acquisition”) of Hotspot FX Holdings, Inc. from the Seller on the terms and conditions set forth therein (the date on which the Acquisition is consummated shall be referred to as the “Acquisition Closing Date”);

WHEREAS, on the First Amendment Effective Date (as defined below), the Borrower has requested (i) to establish commitments, in an aggregate principal amount of $150,000,000, in respect of new term loans (the “B-1 Term Loan Commitment”, and such related loans, the “B-1 Term Loans”), (ii) to establish commitments in respect of $227,625,000 of Incremental B-2 Term Loans (the “Incremental B-2 Term Loan Commitment”, and such related loans, the “Incremental B-2 Term Loans”) and (iii) to effect certain other amendments to the Credit Agreement, in each case on the terms set forth in Exhibit A hereto, the operativeness of certain of such amendments to be delayed as set forth therein;

WHEREAS, unless the Acquisition Closing Date occurs on or before March 26, 2015 (the “Escrow Closing Date”) the proceeds of the B-1 Term Loans and the Incremental B-2 Term Loans will be deposited as Escrow Property (which has the meaning set forth in the Escrow Agreement) into the Escrow Account (which has the meaning set forth in the Escrow Agreement) on the Escrow Closing Date;

WHEREAS, on the Acquisition Closing Date a portion of the proceeds from the B-1 Term Loans and the Incremental B-2 Term Loans, or if the Acquisition Closing Date occurs after the Escrow Closing Date, immediately following the release of the Escrow Property from the applicable Escrow Account, a portion of the proceeds of the Escrow Property in either case will be used to finance the Acquisition and any such related transaction costs and for working capital and general corporate purposes;

WHEREAS, on the First Amendment Effective Date, (i) CS desires to resign as the Existing Administrative Agent under the Credit Agreement and the other Loan Documents pursuant to a resignation and appointment agreement dated the date hereof among the Borrower, the Existing Administrative Agent and the Successor Administrative Agent (the “Resignation and Appointment Agreement”) and this Amendment shall be deemed to constitute the notice of resignation of CS in such capacity and notice thereof, in accordance with Section 8.06 of the Credit Agreement and (ii) JPM Bank accepts its appointment as Successor Administrative Agent pursuant to the Resignation and Appointment Agreement;

WHEREAS, subject to the terms and conditions set forth below and as set forth in Exhibit A, (i) the B-1 Term Loan Lender is willing to provide the B-1 Term Loan Commitment on the First Amendment Effective Date, (ii) the Incremental B-2 Term Loan Lender is willing to provide the Incremental B-2 Term Loan Commitment on the First Amendment Effective Date and (iii) the Required Lenders desire to appoint JPM Bank to act as the Successor Administrative Agent under the Credit Agreement and the other Loan Documents, such appointment being reasonably acceptable to the Borrower;

WHEREAS, each Lender that executes and delivers a signature page hereto and the Existing Administrative Agent are willing to agree to the consents, amendments and waivers set forth herein on the terms set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I.     AMENDMENTS TO CREDIT AGREEMENT

(a) The Credit Agreement is, effective as of the First Amendment Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached hereto as Exhibit A.

(b) Section 4.04(b) of the Guarantee and Collateral Agreement shall be amended by:

(i) replacing the word “and” at the end of Clause (iv) of the third sentence thereof with a comma;

(ii) adding, at the end of Clause (v) of the third sentence thereof and before the parenthetical phrase at the end of such sentence, the following expression: “and (vi) any Deposit Account as to which an account control agreement has not been entered into on or prior to January 27, 2015”;

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(iii) replacing the reference to “(v)” in the parenthetical phrase at the end of the third sentence thereof with “(vi)”; and

(iv) deleting the last two sentences of such Section 4.04(b).

SECTION II.      B-1 TERM LOANS AND INCREMENTAL B-2 TERM LOANS

A.     Subject to the terms and conditions set forth herein (including those terms and conditions set forth in Exhibit A hereto), the B-1 Term Loan Commitment shall be established on the First Amendment Effective Date.

B.     Subject to the terms and conditions set forth herein (including those terms and conditions set forth in Exhibit A hereto), the Incremental B-2 Term Loan Commitment shall be established on the First Amendment Effective Date.

SECTION III.     RESIGNATION AND APPOINTMENT OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT

A.     Pursuant to Section 8.06 of the Credit Agreement, (i) the Required Lenders and the Borrower hereby accept the resignation of the Existing Administrative Agent as the Administrative Agent under the Loan Documents, (ii) the Required Lenders hereby appoint JPM Bank to act as the Successor Administrative Agent under the Loan Documents, (iii) the Borrower hereby accepts the appointment of JPM Bank as the Successor Administrative Agent under the Loan Documents and (iv) each of the parties hereto waives any applicable notice or consent requirements under the Loan Documents with respect to the actions described in the immediately preceding clauses (i), (ii) and (iii), in each case effective as of the First Amendment Effective Date.

B.     In connection with the resignation referred to in paragraph A. above, the parties hereto acknowledge and agree that, subject to the terms set forth in the Resignation and Appointment Agreement:

(i)     none of the Borrower, any other Loan Party, the Successor Administrative Agent, any Arranger, any Lender or any other Secured Party shall have any claim or cause of action against the Existing Administrative Agent or any of its sub-agents or any Related Party of any of the foregoing arising out of, in any way connected with or as a result of, this Amendment, the Credit Agreement or any other Loan Document (in the case of the Credit Agreement or the other Loan Documents, arising after the date of this Amendment), including the Existing Administrative Agent’s resignation as the Administrative Agent under the Loan Documents (and each of the Borrower, the other Loan Parties, the Successor Administrative Agent, each other Arranger, each Lender and each other Secured Party hereby irrevocably waives any and all such claims and causes of action); and

(ii)     each of the Successor Administrative Agent, the other Arrangers, the Lenders and each other Secured Party hereby irrevocably waives any and all claims and causes of action it might have against the Existing Administrative

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Agent, any of its sub-agents or any Related Party of any of the foregoing (other than any such claim or cause of action arising from any such Person’s gross negligence, willful misconduct or bad faith, in each case as determined by a court of competent jurisdiction in a final and non-appealable decision) arising out of, in any way connected with or as a result of, this Amendment, the Credit Agreement or any other Loan Document (in the case of the Credit Agreement or the other Loan Documents, arising after the date of this Amendment), including any such claim or cause of action with respect to the validity, legality, completeness, sufficiency, collectibility or enforceability of any Loan Document;

provided that, for the avoidance of doubt, the Successor Administrative Agent shall bear no responsibility for any actions taken or omitted to be taken by CS while it served as Existing Administrative Agent under the Loan Documents.

C.      Nothing contained in this Amendment shall affect or limit the provisions of Article VIII of the Credit Agreement, including Section 8.06 thereof.

SECTION IV.     REPRESENTATIONS AND WARRANTIES, NO DEFAULT.  The Borrower hereby represents and warrants to each Lender that:

A.     The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.

B.     At the time of and immediately after the First Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

SECTION V.     CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective only upon the satisfaction or waiver of all of the following conditions precedent (the date of satisfaction or waiver of such conditions being referred to herein as the “First Amendment Effective Date”):

A.     Execution.  The Successor Administrative Agent (or its counsel) shall have received either (i) counterpart signature pages to this Amendment duly executed by each of (A) the Borrower, (B)  the B-1 Term Loan Lender, (C) the Incremental B-2 Term Loan Lender, (D) the Successor Administrative Agent, (E) the Existing Administrative Agent, (F) the Collateral Agent and (G) the Lenders constituting the Required Lenders or (ii) written evidence reasonably satisfactory to the Successor Administrative Agent (which may include facsimile or PDF transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

B.     Resignation and Appointment Agreement. The Successor Administrative Agent shall have received the executed Resignation and Appointment Agreement.

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C.     Administrative Agency Fee.  JPM Bank as Successor Administrative Agent shall have received the administrative agency fee due and payable to it as Successor Administrative Agent on the Amendment Effective Date, as separately agreed to by the Borrower and the Successor Administrative Agent pursuant to that certain agency fee letter dated as of the First Amendment Effective Date by and between, JPM Bank and the Borrower.

D.     Legal Opinions.  The Successor Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower and (ii) the General Counsel of the Borrower, in each case, (A) dated the First Amendment Effective Date, (B) addressed to the Successor Administrative Agent, the Collateral Agent and the Lenders, and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

E.     Power; Authorization; Enforceable Obligations.  The Successor Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, certificate of formation or other constitutive document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or, in each case, a comparable governmental official, if available); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the First Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating, management or partnership agreement of such Loan Party as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or members or other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Successor Administrative Agent may reasonably request.

F.     Patriot Act.  The Successor Administrative Agent and the Lenders shall have received, to the extent requested at least ten business days prior to the First Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to the Loan Parties.

▇.     ▇▇▇▇ Searches. The Collateral Agent shall have received results of lien searches made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Successor Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with the First Amendment Effective Date, or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made.

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SECTION VI.     AMENDMENT FEES

A.     The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Term Lender (the “Required Term Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by 5:00 p.m. (New York City time) on February 18, 2015 (such date and time, the “Deadline”), a nonrefundable cash fee (the “Term Amendment Fee”) in U.S. dollars in an amount equal to 25 basis points (i.e., 0.25%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Term Lender outstanding as of the Deadline, which Term Amendment Fee shall be payable on the Acquisition Closing Date.  Such payment of the Term Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Term Amendment Fee shall not be refundable under any circumstances.

B.     The Borrower hereby covenants and agrees that it shall pay to each Required Lender that is a Revolving Lender (the “Required Revolving Lenders”) which executes and delivers to the Successor Administrative Agent (or its designee) a counterpart hereof by the Deadline, a nonrefundable cash fee (the “Revolving Amendment Fee” and together with the Term Amendment Fee, the “Amendment Fees”) in U.S. dollars in an amount equal to 12.5 basis points (i.e., 0.125%) of an amount equal to the aggregate principal amount of all Loans and Commitments of such Required Revolving Lender outstanding as of the Deadline, which Revolving Amendment Fee shall be payable on the Acquisition Closing Date.  Such payment of the Revolving Amendment Fee shall be made to the Successor Administrative Agent for further distribution of such Lenders entitled thereto. The Revolving Amendment Fee shall not be refundable under any circumstances.

SECTION VII.     LOAN PARTY ACKNOWLEDGMENT AND CONSENT

Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment.  Each Loan Party hereby confirms that, except as expressly modified by this Amendment, each Loan Document to which it is a party and all Collateral encumbered thereby will continue to constitute its valid and binding obligations, and will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all of its “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).

Each Loan Party acknowledges and agrees that, except as expressly modified by this Amendment, any of the Loan Documents to which it is a party shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

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

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SECTION VIII.     TAX MATTERS

Solely for purposes of determining whether withholding taxes are required to be imposed under FATCA, from and after First Amendment Effective Date, the Borrower and the Successor Administrative Agent agree to treat (and the Lenders hereby authorize the Successor Administrative Agent to treat) any Loan made pursuant to the Credit Agreement (including the B-1 Term Loans, the Initial B-2 Term Loans and the Incremental B-2 Term Loans) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION IX.     MISCELLANEOUS

A.     Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)    On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment, but subject, in each case, to the delayed operativeness of certain provision as set forth therein.

(ii)     Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)     The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any agent or Lender under, the Credit Agreement or any of the other Loan Documents.

B.     Headings.  The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

C.     Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

D.     Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Successor Administrative Agent.  Delivery of an executed counterpart by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart.

E.     Roles. ▇.▇. ▇▇▇▇▇▇ Securities LLC shall act as the sole lead arranger and sole book runner (the “Amendment Arranger”) in connection with this Amendment and the transactions contemplated

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hereby and, for the avoidance of doubt, shall be considered “Arrangers” for all purposes of the Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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