Exhibit 10.1

Execution Version

SECOND AMENDMENT
TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 30, 2016 and is entered into by and among Bats Global Markets, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, Bank of America, N.A. (“BofA”), as the successor administrative agent (in such capacity, the “Successor Administrative Agent”) and as a Refinancing Term Lender (as defined below) and a Refinancing Revolving Lender (as defined below), JPMorgan Chase Bank, N.A., (“JPM Bank”), as the existing administrative agent (in such capacity, the “Existing Administrative Agent”), Credit Suisse AG, Cayman Islands Branch (“CS”), as the collateral agent (in such capacity, the “Collateral Agent”), each Consenting Term Lender and each Refinancing Revolving Lender, and is made with reference to that certain Credit Agreement dated as of January 31, 2014 and amended and restated as of February 24, 2015 (as amended or amended and restated prior to the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Restated Credit Agreement”) by and among the Borrower, the Lenders from time to time party thereto, the Existing Administrative Agent and the Collateral Agent.

RECITALS

WHEREAS, the Borrower has requested to refinance the outstanding Loans and Revolving Credit Commitments with Specified Refinancing Debt and Specified Refinancing Revolving Commitments pursuant to Section 2.24 of the Credit Agreement on the terms set forth herein;

WHEREAS, (i) each Consenting Term Lender that has executed and delivered a consent to this Amendment substantially in the form of Exhibit A hereto (a “Consent”), and checks “Cashless Settlement Option” on such Consent shall be deemed, upon the Second Amendment Date (as defined herein) to have converted 100% of its outstanding Term Loans (or such lesser amount as is allocated to such Lender by the Refinancing Amendment Lead Arrangers on or prior to the Second Amendment Date) into a like principal amount of Refinancing Term Loans (as defined below), (ii) if less than $650,000,000 of outstanding existing Term Loans are converted as described in clause (i) above, the Refinancing Term Lender has agreed to make Refinancing Term Loans to the Borrower in a principal amount equal to the excess of (x) $650,000,000 over (y) the principal amount of any outstanding Term Loans under the Credit Agreement that are converted into Refinancing Term Loans on the Second Amendment Date, the proceeds of which shall be applied, together with cash on the balance sheet of the Borrower, to repay the then outstanding non-converted Term Loans and (iii) each Refinancing Revolving Lender has agreed to provide Refinancing Revolving Commitments to the Borrower in a principal amount equal to the amount set forth opposite the name of such Refinancing Revolving Lender on Schedule 2.01 of the Credit Agreement, which shall replace and refinance in full the outstanding Revolving Credit Commitments under the Credit Agreement immediately prior to the Second Amendment Date;

WHEREAS, the Borrower, the Successor Administrative Agent, and each Consenting Term Lender, the Refinancing Term Lender and each Refinancing Revolving Lender have agreed pursuant to Section 2.24 of the Credit Agreement to amend certain provisions of the Credit Agreement as provided for herein to effect the incurrence of the Specified Refinancing Debt;

WHEREAS, subject to the terms and conditions set forth below and as set forth in Section IV, the Required Lenders desire to appoint BofA to act as the Successor Administrative Agent under the Restated Credit Agreement and the other Loan Documents, such appointment being reasonably acceptable to the Borrower; and

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

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

SECTION I.     DEFINED TERMS

A.     Incorporated Terms.  Terms defined in the Restated Credit Agreement and used but not defined herein shall have the meanings given to them in the Restated Credit Agreement unless otherwise defined herein.

B.     Additional Terms.  As used in this Amendment, the following terms shall have the meaning specified below:

(a)     “Consenting Term Lender” means each Lender that on or prior to the Second Amendment Date executed and delivered a Consent to the Successor Administrative Agent.

(b)     “Refinancing Amendment Lead Arrangers” means, collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC and Deutsche Bank Securities Inc.

(c)     “Refinancing Revolving Commitment” means, with respect to each Refinancing Revolving Lender, the obligation of such Refinancing Revolving Lender to provide a Revolving Credit Commitment to the Borrower on the Second Amendment Date in an aggregate principal amount equal to the principal amount set forth opposite the name of such Refinancing Revolving Lender on Schedule 2.01 of the Restated Credit Agreement. The aggregate principal amount of such Refinancing Revolving Commitments on the Second Amendment Date is $100,000,000.

(d)     “Refinancing Revolving Lender” means each of the financial institutions listed as a Refinancing Revolving Lender on Schedule 2.01 of the Restated Credit Agreement, in its capacity as a Lender in respect of the Refinancing Revolving Commitments, and its successors and assigns as permitted under the Restated Credit Agreement.

(e)     “Refinancing Revolving Loans” means the Revolving Loans as defined in and made by the Refinancing Revolving Lenders to the Borrower pursuant to clause (ii) of Section 2.01(a) of the Restated Credit Agreement.

(f)     “Refinancing Term Commitment” means the obligation of the Refinancing Term Lender to make a Refinancing Term Loan to the Borrower on the Second Amendment Date in an aggregate principal amount equal to the excess of (x) $650,000,000 over (y) the principal amount of any outstanding Term Loans under the Credit Agreement that are converted into Refinancing Term Loans on the Second Amendment Date. The aggregate principal amount of the Refinancing Term Commitment on the Second Amendment Date is $295,414,479.38.

(g)     “Refinancing Term Lender” means Bank of America, N.A., in its capacity as the Lender in respect of the Refinancing Term Commitment, and its successors and assigns as permitted under the Restated Credit Agreement.

(h)     “Refinancing Term Loans” means (i) the Term Loans as defined in and made by the Refinancing Term Lender to the Borrower pursuant to clause (i) of Section 2.01(a) of the

2

Restated Credit Agreement and (ii) the Term Loans into which Term Loans of Consenting Lenders outstanding immediately prior to the Second Amendment Date are converted pursuant hereto on the Second Amendment Date.

SECTION II.     AMENDMENTS TO CREDIT AGREEMENT

The Credit Agreement is, effective as of the Second Amendment 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 B.

SECTION III.      REFINANCING LOANS AND REFINANCING REVOLVING COMMITMENTS

A.     Refinancing Term Loans.  Pursuant to Section 2.24 of the Credit Agreement, the Borrower is obtaining the Refinancing Term Loans, which are a new Class of Term Loans to be made (and into which certain Term Loans outstanding immediately prior to the Second Amendment Date are to be converted) on the Second Amendment Date, in an aggregate principal amount of $650,000,000.  On the Second Amendment Date and subject to the terms and conditions set forth herein, (i) each Consenting Term Lender that has elected the Cashless Settlement Option on its Consent hereto will have 100% of its outstanding Term Loans under the Credit Agreement (or such lesser amount as is allocated to such Lender by the Refinancing Amendment Lead Arrangers on or prior to the Second Amendment Date) converted into a like principal amount of Refinancing Term Loans and (ii) the Refinancing Term Lender will lend to the Borrower, and the Borrower will borrow from the Refinancing Term Lender, Refinancing Term Loans in a principal amount equal to the excess of (x) $650,000,000 over (y) the principal amount of any outstanding Term Loans under the Credit Agreement that are converted into Refinancing Term Loans on the Second Amendment Date.

B.      Agreements of Refinancing Term Lender and Consenting Term Lenders.  The Refinancing Term Lender agrees that (i) effective on and at all times after the Second Amendment Date, the Refinancing Term Lender will be bound by all obligations of a Lender under the Restated Credit Agreement in respect of the Refinancing Term Commitment and Refinancing Term Loans and (ii) on the Second Amendment Date, the Refinancing Term Lender will fund to the Borrower Refinancing Term Loans in the amount of the Refinancing Term Commitment.  Each Consenting Term Lender agrees that effective on and at all times after the Second Amendment Date, such Consenting Term Lender will be bound by all obligations of a Lender under the Restated Credit Agreement in respect of the Refinancing Term Loans.  Each Lender under the Credit Agreement party hereto waives any notice period required by Section 2.12 of the Credit Agreement with respect to any notice of prepayment of Term Loans or termination of Revolving Credit Commitments (each as defined in the Credit Agreement) on the Second Amendment Date.

C.     Specified Revolving Commitment.  Pursuant to Section 2.24 of the Credit Agreement, the Borrower is obtaining the Refinancing Revolving Commitments, which are a new Class of Revolving Credit Commitments to be provided on the Second Amendment Date, in an aggregate principal amount equal to $100,000,000.  On the Second Amendment Date and subject to the terms and conditions set forth herein, each Refinancing Revolving Lender commits to provide Revolving Loans in accordance with clause (ii) of Section 2.01(a) of the Restated Credit Agreement.

D.      Agreements of Refinancing Revolving Lenders.  Each Refinancing Revolving Lender agrees that (i) effective on and at all times after the Second Amendment Date, such Refinancing Revolving Lender will be bound by all obligations of a Lender under the Restated Credit Agreement in respect of its Refinancing Revolving Commitment and Refinancing Revolving Loans.

3

E.     Specified Refinancing Debt.  The Refinancing Term Loans, Refinancing Revolving Commitments and Refinancing Revolving Loans will be incurred as “Specified Refinancing Debt” pursuant to Section 2.24 of the Credit Agreement and this Amendment constitutes the “Refinancing Amendment” in respect thereof.  The terms of the Refinancing Term Loans, Refinancing Revolving Commitments and Refinancing Revolving Loans will be as set forth herein and in the Restated Credit Agreement and shall, except as set forth herein and in the Restated Credit Agreement, have the same terms as the Term Loans, Revolving Credit Commitments and Revolving Loans outstanding under the Credit Agreement immediately prior to the Second Amendment Date.

SECTION IV.     RESIGNATION AND APPOINTMENT OF ADMINISTRATIVE AGENT

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 BofA to act as the Successor Administrative Agent under the Loan Documents, (iii) the Borrower hereby accepts the appointment of BofA 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 Second Amendment Date.

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 “Second Amendment Date”):

A.     Execution.  The Successor Administrative Agent (or its counsel) shall have received counterpart signature pages (or Consents in the case of Consenting Term Lenders) to this Amendment duly executed by (i) each Loan Party, (ii) the Successor Administrative Agent, (iii) the Existing Administrative Agent, (iv) the Collateral Agent, (v) each Consenting Term Lender, (vi) the Refinancing Term Lender and (vii) each Refinancing Revolving Lender.

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

C.     Fees and Expenses.  (i) The Refinancing Amendment Lead Arrangers shall have received all fees and other amounts due and payable in connection with the performance of their obligations as the Refinancing Amendment Lead Arrangers on or prior to the Second Amendment Date, including, to the extent invoiced at least one Business Day prior to the Second Amendment Date, reimbursement or other payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document or under the Engagement Letter (including the reasonable and documented fees and expenses of its counsel), (ii) the Existing Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Date as separately agreed to by the Borrower and the Existing Administrative Agent in writing, including, to the extent invoiced at least one Business Day prior to the Second Amendment Date, reimbursement or other payment of all reasonable out-of-pocket expenses it has incurred in connection with this Amendment (including the reasonable and documented fees and expenses of its counsel), and (iii) BofA, as Successor Administrative Agent, shall have received all fees and other amounts due and payable on or prior to the Second Amendment Date as separately agreed to by the Borrower and the Successor Administrative Agent in writing.

4

D.     Legal Opinions.  The Successor Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Davis Polk & Wardwell LLP, counsel for the Borrower, (ii) the General Counsel of the Borrower, and (iii) each local counsel listed on Schedule I hereto, in each case (A) dated the Second Amendment 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 Second Amendment 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 Second Amendment 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.     Officers Certificate. The Successor Administrative Agent shall have received a certificate, dated the Second Amendment Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (A) and (B) of Section VI.

G.     Patriot Act.  The Successor Administrative Agent and the Lenders shall have received at least three business days prior to the Closing 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, to the extent requested at least five days prior to the Second Amendment Date.

H.     Lien Searches. The Collateral Agent shall have received results of searches 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 Second Amendment Date, or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made.

I.     Solvency.  The Successor Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Successor Administrative Agent, as set forth in Exhibit H of the Credit Agreement, to the effect that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent.

5

J.     Borrowing Notice.  The Successor Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Restated Credit Agreement.

K.     Perfection Certificate.  The Collateral Agent shall have received a Perfection Certificate executed and delivered by the Borrower and each Guarantor.

SECTION VI.     REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants that, after giving effect to the Transactions:

A.     Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is 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 the Second Amendment 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, and

B.     At the time of and immediately after the Second Amendment Date, no Default or Event of Default has occurred and is continuing.

SECTION VII.     LOAN PARTY ACKNOWLEDGMENT AND CONSENT

Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Restated 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 each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby 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 “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 to the extent expressly modified hereby, any of the Loan Documents 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 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 Restated 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.

SECTION VIII.     MISCELLANEOUS

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

(i)     On and after the Second Amendment 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”, “thereunder”, “thereof” or words of like import referring to the

6

Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. The Refinancing Revolving Loans and the Refinancing Term Loans shall each be “Loans” for all purposes of the Loan Documents and the Refinancing Revolving Lenders and the Refinancing Term Lender shall each be “Lenders” for all purposes of the Loan Documents.

(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.

[Remainder of this page intentionally left blank.]

7

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.

[Bats Second Amendment Signature Page]

[Bats Second Amendment Signature Page]

[Bats Second Amendment Signature Page]

[Bats Second Amendment Signature Page]

[Bats Second Amendment Signature Page]

[Bats Second Amendment Signature Page]

[Bats Second Amendment Signature Page]

SCHEDULE I

Local Counsel Opinions

Morris, Nichols, Arsht & Tunnell LLP, as to certain Delaware law matters

Greenbaum Rowe Smith & Davis LLP, as to New Jersey law matters

EXHIBIT A

Term Lender Consent

The undersigned Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

o                                    to convert 100% of the outstanding principal amount of the Term Loan(s) held by such Lender (or such lesser amount allocated to such Lender by the Refinancing Amendment Lead Arrangers) into a Refinancing Term Loan in a like principal amount.  In the event a lesser amount is allocated, the difference between the current amount and the allocated amount will be prepaid on the Second Amendment Date.

Post-Closing Settlement Option

o                                    to have 100% of the outstanding principal amount of the Term Loan(s) held by such Lender prepaid on the Second Amendment Date and purchase by assignment a principal amount of Refinancing Term Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Refinancing Amendment Lead Arrangers).  In the event a lesser amount is allocated, the difference between the current amount and the allocated amount will be prepaid on the Second Amendment Date.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

EXHIBIT B

Restated Credit Agreement

Exhibit AEXHIBIT B

CREDIT AGREEMENT

dated as of

January 31, 2014,

as amended and restated on

February 24, 2015,

and as further amended and restated on

June 30, 2016,

among

BATS GLOBAL MARKETS, INC.,

as Borrower,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK OF AMERICA, N.A.,

as Administrative Agent

and

CREDIT SUISSE AG,

as Collateral Agent

J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner, Sole Lead Arranger, Documentation Agent and Syndication Agent for the Amendment

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC

and

DEUTSCHE BANK SECURITIES INC.,

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

i

ii

iii

iv

v

CREDIT AGREEMENT dated as of January 31, 2014 (as amended and restated by the First Amendment to the Credit Agreement (the “, as further amended and restated by the Second Amendment to the Credit Agreement (the “Second Amendment”)) (this “Agreement”), among BATS GLOBAL MARKETS, INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), JPMORGAN CHASE BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and CREDIT SUISSE AG, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions

SECTION 1.01.                              Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, areis bearing interest at a rate determined by reference to the Alternate Base Rate.

“Accepting Lenders” shall have the meaning assigned to such term in Section 2.23(a).

“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(f).

“Acquisition Closing Date” shall mean the date on which the Hotspot Acquisition has been consummated.

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (i) (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the LIBO Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period and (ii) with respect to the B-2 Term Loans only, 1.00%; provided that if the Adjusted LIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of clause (a) above.

“Administrative Agent” shall have the meaning assigned to such term in the introductory statement hereto.

“Administrative Agent Fee Letter” shall mean the Administrative Agent Fee Letter dated December 12, 2013, among BATS, Credit Suisse Securities (USA) LLC and Credit Suisse AG.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affected Class” shall have the meaning assigned to such term in Section 2.23(a).

1

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of Section 6.07, the term “Affiliate” shall also include any Person that directly or indirectly owns 10% or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Person specified.

“Affiliate Subordination Agreement” shall mean an Affiliate Subordination Agreement in the form of Exhibit B pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

“Agency Fee Letter” shall mean the Fee Letter dated June 30, 2016, among the Borrower, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Agent Parties” shall have the meaning assigned to such term in Section 9.01(gh)(ii).

“Agents” shall have the meaning assigned to such term in Section 8.01.

“Agreement” shall have the meaning assigned to such term in the introductory statement hereto.

“Agreement Value” shall mean, for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or a Subsidiary would be required to pay if such Hedging Agreement were terminated on such date.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate (only taking into account the 1.00% floor therein if in respect of B-2 Term Loans) determined as of such day (or if such day is not a Business Day, the immediately preceding Business Day) for a one month Interest Period commencing on such day, plus 1.00%.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Adjusted LIBO Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition of the term “Federal Funds Effective Rate”, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to the inability no longer exist.  Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

“Alternative Currency” shall mean Pounds Sterling or Euros.

“Alternative Currency Revolving Credit Borrowing” shall mean a Borrowing comprised of Alternative Currency Revolving Loans.

“Alternative Currency Revolving Loans” shall mean any Revolving Loans made in an Alternative Currency.

“Amendment” shall mean the First Amendment to this Agreement, dated as of the Amendment Date.

“Amendment Arranger” shall have the meaning set forth in the Amendment.

“Amendment Date” shall mean February 24, 2015.

2

“Applicable Discount” shall have the meaning assigned to such term in Section 2.12(c).

“Applicable Facility Fee” shall mean a rate per annum equal to (a) from the Closing Date until the date of the First Financial Statement Delivery, 0.50% per annum, and (b) thereafter, the following rates per annum, based upon the Secured Leverage Ratio set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.04(c):

Any increase or decrease in the Applicable Facility Fee resulting from a change in the Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date the applicable Compliance Certificate is delivered pursuant to Section 5.04(c); provided, however, that “Pricing Level 2” shall apply without regard to the Secured Leverage Ratio (x) at any time after the date on which any annual or quarterly financial statements were required to have been delivered pursuant to Section 5.04(a) or Section 5.04(b) but were not (or the Compliance Certificate related to such financial statements was required to have been delivered pursuant to Section 5.04(c) but was not) delivered, commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements are (or if later, the Compliance Certificate related to such financial statements is) delivered, or (y) at all times if an Event of Default shall have occurred and be continuing.  Notwithstanding anything to the contrary in this definition, the determination of the Applicable Facility Fee will be subject to the provisions of Section 2.06(e).

“Applicable Margin” shall mean, for any day:

(i)         Prior to the Acquisition Closing Date, with respect to the Initial B-2 Term Loans, the rate per annum equal to (A) from the ClosingSecond Amendment Date until the date of the First Financial Statement Delivery, (x) for any Eurodollar Borrowing, 4.003.50%, and (y) for any ABR Borrowing, 3.002.50%; and (B) thereafter, the following rates per annum, based upon the Secured Leverage Ratio set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.04(c):;

(ii)         with respect to the Revolving Loans, the rate per annum equal to (i) from the ClosingSecond Amendment Date until the date of the First Financial Statement Delivery, (x) for any Eurodollar Borrowing, 3.502.75%, and (y) for any ABR Borrowing, 2.501.75%; and (ii) thereafter, the following rates per annum, based upon the Secured Leverage Ratio set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.04(c):

3

(iii)         with respect to the B-1 Term Loans, the rate per annum equal to (x) for any Eurodollar Borrowing, 3.75% and (y) for any ABR Borrowing, 2.75%;

(iv)        with respect to the Incremental B-2 Term Loans and, on and after the Acquisition Closing Date, the Initial B-2 Loans, the rate per annum equal to the following rates, based upon the Secured Leverage Ratio set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.04(c):

Any increase or decrease in the Applicable Margin resulting from a change in the Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.04(c); provided, however, that “Pricing Level 2” shall apply without regard to the Secured Leverage Ratio (x) at any time after the date on which any annual or quarterly financial statements were required to have been delivered pursuant to Section 5.04(a) or Section 5.04(b) but were not (or the Compliance Certificate related to such financial statements was required to have been delivered pursuant to Section 5.04(c) but was not) delivered, commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements are (or if later, the Compliance Certificate related to such financial statements is) delivered, or (y) at all times if an Event of Default shall have occurred and be continuing.  Notwithstanding anything to the contrary in this definition, the determination of the Applicable Margin will be subject to the provisions of Section 2.06(e).

“Arrangers” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC.have the meaning set forth in the Second Amendment.

“Asset Sale” shall mean any sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any Subsidiary to any Person other than the Borrower or any Guarantor of (a) any Equity Interests of any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Borrower or any of the Subsidiaries, other than, (i) inventory, damaged, obsolete, worn out or surplus assets, scrap and cash and Cash Equivalents, in each case disposed of in the ordinary course of business, (ii) assets disposed of in transactions constituting Investments permitted under Section 6.04 or Restricted Payments permitted under Section 6.06, (iii) intercompany transfers of assets to the Borrower or any Subsidiary; provided that, if the transferor in such transaction is the Borrower or any other Loan Party, then (x) the transferee must either be the Borrower or another Loan Party or (y) such transfer must be permitted hereunder, (iv) asset dispositions made by any Broker Dealer Subsidiary in the ordinary course of business, (v) leases entered into as lessor in the ordinary course of business, (vi) licenses or sublicenses of intellectual property in the ordinary course of business, and (vii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a fair market value not in excess of $500,000 (increasing on and after the Acquisition Closing Date to $600,000).600,000.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit C or such other form as shall be approved by the Administrative Agent.

4

“Auction” shall have the meaning assigned to such term in Section 2.12(c).

“Auction Amount” shall have the meaning assigned to such term in Section 2.12(c).

“Auction Notice” shall have the meaning assigned to such term in Section 2.12(c).

“Available Builder Basket” shall mean, on any date of determination, the sum of (without duplication):

(a)                                 $22,600,000; plus

(b)                                 the Borrower’s Portion of Excess Cash Flow (but not less than zero) for all preceding fiscal years, commencing with the fiscal year ending December 31, 20142016; provided that any amounts required to be applied to prepay Term Loans pursuant to Section 2.13(c) shall have been so applied; minus

(bc)                           the aggregate cumulative amount of Restricted Payments made using the Available Builder Basket pursuant to Section 6.06(a)(v)(B) and payments of Indebtedness made using the Available Builder Basket pursuant to Section 6.09(b)(ii)(B), in each case during the period from and including the Business Day immediately following the ClosingSecond Amendment Date through the date of such determination.

“Available Equity Proceeds” shall mean, on any date of determination, the sum of (without duplication):

(a)                                 an amount equal to the net cash proceeds from the issuance of Equity Interests of, or capital contributions to, the Borrower after the ClosingSecond Amendment Date (other than proceeds from the issuance of Disqualified Stock); minus

(b)                                 the aggregate cumulative amount of Restricted Payments made using the Available Builder BasketEquity Proceeds pursuant to Section 6.06(a)(v)(C) and payments of Indebtedness made using the Available Builder BasketEquity Proceeds pursuant to Section 6.09(b)(ii)(C), in each case during the period from and including the Business Day immediately following the ClosingSecond Amendment Date through the date of such determination.

“B-1 Funding Fee” shall have the meaning assigned to such term in Section 2.05(d).

“B-1 Term Loan” shall mean the Term Loans made by the B-1 Term Loan Lenders pursuant to Section 2.01.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“B-1 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 2.01(b) to this Agreement directly below the column entitled “B-1 Term Loan Commitment,” as the same may be terminated pursuant to Article VII.  The aggregate amount of the B-1 Term Loan Commitment as of the Amendment Date is $150,000,000.“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

5

“B-1 Term Loan Lender” shall mean the Lenders of the B-1Term Loans.

“B-1 Term Loan Maturity Date” shall mean the third anniversary of the Funding Date.

“B-2 Term Loan Commitment” shall mean the Initial B-2 Term Loan Commitment and the Incremental B-2 Term Loan Commitment.

“B-2 Term Loan Maturity Date” shall mean January 31, 2020.

“B-2 Term Loans” shall mean the Initial B-2 Term Loans, and the Incremental B-2 Term Loans, as the context requires.

“Base Rate” shall mean, for any day, the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” at its principal office in New York City.  Any change in such prime rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning assigned to such term in the introductory statement hereto.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.01(g).9.01.

“Borrower’s Portion of Excess Cash Flow” shall mean, for any fiscal year (commencing with the fiscal year ending December 31, 2014), an amount equal to the excess (if any) of (a) Excess Cash Flow for such fiscal year over (b) the product of (i) the ECF Percentage for such fiscal year and (ii) such Excess Cash Flow.

“Borrowing” shall mean Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit D, or such other form as shall be approved by the Administrative Agent.

“Breakage Event” shall have the meaning assigned to such term in Section 2.16.

“Broker Dealer Subsidiary” shall mean (a) each entity listed on Schedule 1.01(a) and (b) any other Subsidiary that is a registered as a broker dealer pursuant to Section 15 of the Exchange Act or that is regulated as a broker dealer or underwriter under any foreign securities law, in each case to the extent that, but only for so long as, (i) such Subsidiary is not permitted by such applicable regulatory authority or is prohibited by other applicable law to provide a Guarantee of the Obligations, or (ii) providing a Guarantee of the Obligations would cause a material negative impact on the regulatory net capital requirements of such Subsidiary.  The list of Broker Dealer Subsidiaries as of the Closing Date is set forth on Schedule 1.01(a), which schedule may be amended or supplemented from time to time as set forth in Section 5.04(c).

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the London interbank market.

6

“Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its consolidated Subsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean:

(a)                                 direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of issuance thereof;

(b)                                 investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c)                                  investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “Prime 1” (or the then equivalent grade) by Moody’s or “A -1” (or the then equivalent grade) by S&P;

(d)                                 fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

(e)                                  investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and

(f)                                   other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“Cash Management Arrangements” shall mean any agreement to provide cash management services, including treasury, depository, pooling, netting, overdraft, stored value card, purchasing or debit card, credit card, electronic funds transfer and other cash management arrangements and automated clearing house transfers of funds or in respect of any credit card or similar services.

7

A “Change in Control” shall be deemed to have occurred if (a) any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date) shall own, directly or indirectly, beneficially or of record, shares representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of any Parent Company (unless such person is itself a Parent Company), (b) a majority of the seats (other than vacant seats) on the board of directors of any Parent Company shall at any time be occupied by persons who were neither (i) nominated by the board of directors of such Parent Company nor (ii) appointed by directors so nominated or (c) any change in control (or similar event, however denominated) with respect to a Parent Company or any Subsidiary shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which a Parent Company or any Subsidiary is a party.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,” regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, B-1 Term Loans, B-2 Term Loans or Other Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, B-1 Term Loan Commitment, any B-2 Term Loan Commitment or Incremental Term Loan Commitment.  Other Term Loans (and the related Incremental Term Loan Commitments) made and established at different times and with different terms and new tranches of Term Loans established pursuant to a Loan Modification Offer, shall be construed to be separate Classes hereunder.  If at any time a Permitted Amendment is made with respect to only a portion of the Revolving Credit Commitments, then the Revolving Credit Commitments subject to such Permitted Amendment shall thereafter constitute a Class solely for the purpose of Section 2.23.

“Closing Date” shall mean January 31, 2014.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties.

“Collateral Agent” shall have the meaning assigned to such term in the introductory statement hereto.

“Collateral Agent Fee Letter” shall mean the Administrative Agent Fee Letter dated December 12, 2013, among BATS, Credit Suisse Securities (USA) LLC and Credit Suisse AG.

“Collateral Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

8

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Credit Commitment, B-1 Term Loan Commitment, Initial B-2 Term Loan Commitment, Incremental B-2 Term Loan Commitment or Incremental Term Loan Commitment.

“Communications” shall have the meaning assigned to such term in Section 9.01(ge)(ii).

“Competitor” shall mean each Person identified by the Borrower as a competitor or a Controlled Affiliate thereof, in each case as set forth on Schedule 1.01(b), which schedule may be updated from time to time after the Closing Date as mutually agreed by the Borrower and the Administrative Agent (each party acting reasonably).  The identification of any Person as a Competitor after the Closing Date shall be effective only as of the time of such identification and any such identification shall have no retroactive effect of any kind, including to disqualify any Person that theretofore shall have become a Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that Administrative Agent will not have any responsibility or obligation of any kind to determine whether any Lender or potential Lender is a Competitor and Administrative Agent will have no liability with respect to any assignment made to a Competitor.

“Compliance Certificate” shall mean a certificate of a Financial Officer in the form of Exhibit G.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated January 2014.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period and, to the extent not reflected in such consolidated interest expense, the excess of any payment made in respect of interest rate Hedging Agreements over any payments received in respect of such Hedging Agreements, (ii) consolidated income tax expense for such period, (iii) losses from extraordinary items for such period, (iv) all amounts attributable to depreciation and amortization for such period, (v) expenses incurred in connection with repurchases of employee equity or stock options, (vi) non-recurring fees, costs and expenses incurred during such period in connection with (x) any actual or proposed capital markets transaction, (y) any actual or proposed financing permitted hereunder, including the Transactions and any actual or proposed financing in connection with the Hotspot Acquisition, and (z) any actual or proposed acquisition permitted hereunder, including the Merger and the Hotspot Acquisition, (vii) one-time or non-recurring fees, costs, charges or losses for such period (to the extent not already included in the calculation of Consolidated EBITDA for such period) for asset dispositions, severance, relocation, transition or other restructuring charges (x) in connection with the Transactions or the Hotspot Acquisition and (y) otherwise, in the case of this clause (y), not exceeding $25,000,000 in aggregate during the term of the Agreement, (viii) any non-cash charges, expenses or losses (other than any such charge, expense or loss that results from the write-down or write-off of current assets) for such period and (ix) any Tax Sharing Payments for such period, minus (b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of (i) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges, expenses or losses added to Consolidated Net Income pursuant to clause (a)(viii) above (other than any such cash payments in respect of interest rate Hedging Agreements) in a previous period, (ii) any extraordinary gains and all non-cash items of income or gain for such period and (iii) the excess of any payment received in respect of interest rate Hedging Agreements over any payments made in respect of such Hedging Agreements.  For purposes of determining the Leverage Ratio and the Secured Leverage Ratio as of or for the periods ended on March 31, 2014, June 30, 2014 and September 30, 2014, Consolidated EBITDA will

9

be deemed to be equal to (i) for the fiscal quarter ended June 30, 2013, $43,296,000, (ii) for the fiscal quarter ended September 30, 2013, $42,466,000, and (iii) for the fiscal quarter ended December 31, 2013, $36,696,000.

“Consolidated Net Income” shall mean, for any period, the net income or loss of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Subsidiary (other than any Broker Dealer Subsidiary) to the extent that the declaration or payment of dividends or similar distributions by the Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (b) the income of any Broker Dealer Subsidiary (i) to the extent that the declaration or payment of dividends or similar distributions by such Broker Dealer Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement or instrument applicable to such Broker Dealer Subsidiary (other than any charter restriction imposed at the request of, or any agreement or instrument with, such Broker Dealer Subsidiary’s applicable regulators) and (ii) other than to the extent that such Broker Dealer Subsidiary reasonably believes, in good faith, that such income could be distributed, declared and paid as a dividend or similar distribution without causing such Broker Dealer Subsidiary’s capital to be at or below the highest level at which dividends by such Broker Dealer Subsidiary may be restricted, other activities undertaken by such Broker Dealer Subsidiary may be limited or other regulatory actions with respect to such Broker Dealer Subsidiary may be taken, in each case by applicable regulators based upon such capital (such level, the “Minimum Capital Requirement”), (c) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such Person’s assets are acquired by the Borrower or any Subsidiary, (d) the income or loss of any Person in which any other Person (other than the Borrower or a Wholly Owned Subsidiary or any director holding qualifying shares in accordance with applicable law) has an ownership interest that is attributable to the ownership interest of such other Person, (e) any gains or losses attributable to sales of assets out of the ordinary course of business and (f) any income or loss attributable to the early extinguishment of Indebtedness.  For purposes of calculating a Broker Dealer Subsidiary’s capital at any time pursuant to clause (b)(ii) of this definition, receivables that are less than 30 days old at such time and are reasonably expected to be collected shall be deemed to be cash in an amount equal to 80% of the balance sheet value of such receivables.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Credit Facilities” shall mean the Revolving Credit Facility and the Term Loan Facility.

“Current Assets” shall mean, at any time, the consolidated current assets (other than cash and Cash Equivalents) of the Borrower and the Subsidiaries.

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of the Borrower and the Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding Revolving Loans.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

10

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.13(f).

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied or (ii) to pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or Federal regulatory authority acting in such a capacity; or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject, in the case of clause (c) above to the proviso thereto) upon delivery of written notice of such determination to the Borrower and each Lender.

“Direct Edge” shall mean Direct Edge Holdings LLC.  Following the consummation of the Merger, Direct Edge and BATS Global Markets Holdings, Inc. (“BATS”) each became a direct Wholly Owned Subsidiary of the Borrower.

“Discount Range” shall have the meaning assigned to such term in Section 2.12(c).

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a Change in Control or Asset Sale so long as any rights of the holders thereof upon such event shall be subject to the prior payment in full of the Obligations and the

11

termination of the Commitments), or is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock), in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the first anniversary of the Latest Maturity Date in effect at the time such Equity Interest is issued, or (b) is convertible into or exchangeable (other than at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the first anniversary of the Latest Maturity Date in effect at the time such Equity Interest is issued.

“Dollar Amount” shall mean, at any time:

(a)           with respect to any Loan denominated in Dollars, the principal amount thereof then outstanding (or in which such participation is held); and

(b)           with respect to any Alternative Currency Revolving Loan, the principal amount thereof then outstanding in the relevant Alternative Currency converted to Dollars in accordance with Section 1.05 and Section 2.25(a).

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ECF Percentage” shall mean 50% (or, if the Secured Leverage Ratio as of the last day of the applicable fiscal year shall have been (x) greater than 1.501.75:1.00 but equal to or less than 2.00:1.00 (or, if the Acquisition Closing Date has occurred, 2.25:1.00),2.25:1.00, 25% or (y) equal to or less than 1.501.75:1.00, 0%).

“ECF Prepayment Date” shall have the meaning assigned to such term in Section 2.13(c).

“Eligible Assignee” shall mean (a) a Lender, an Affiliate of any Lender or any Related Fund and (b) any commercial bank, insurance company, investment or mutual fund or other entity (in all cases, excluding any natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) that extends credit or invests in bank loans as one of its businesses; provided that none of (i) the Borrower nor any Subsidiary or Affiliate thereof nor (ii) any Defaulting Lender shall be an Eligible Assignee.  In no event shall “Eligible Assignee” include any Competitor without the prior written consent of the Borrower.

12

“Engagement Letter” shall mean the Engagement Letter dated December 12, 2013,June 13, 2016, among BATS and the Arrangers.

“Environmental Laws” shall mean all applicable and binding Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and agreements with a Governmental Authority in each case, relating to the environment, the preservation or reclamation of natural resources, endangered or threatened species, protection of the climate or the presence or Release of, exposure to, or the generation, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages, costs of medical monitoring, remediation costs and reasonable fees and expenses of attorneys and consultants), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, distribution, recycling, transportation, storage, treatment or disposal (or the arrangement for such activities) of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permits” shall mean any permit, license or other approval required under any Environmental Law.

“Equity Interests” shall mean shares of capital stock, partnership interests, and membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended and any final regulations promulgated and the rulings thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code or, in each case, any comparable provision of foreign law.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation or by the PBGC), (b) the failure of any Plan to satisfy the minimum funding standard applicable to such Plan (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is reasonably expected to be, in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (f) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or the administrator of any Plan or Multiemployer Plan of any notice relating to the intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (g) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 436(f) of the Code or Section 206 of ERISA, (h) the receipt by the Borrower or any of its ERISA Affiliates

13

of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability against the Borrower or any ERISA Affiliate or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in “reorganization,” within the meaning of Title IV of ERISA or is in “endangered” or “critical” status within the meaning of Title IVSection 432 of the Code or Section 305 of ERISA, (i) the occurrence of a non-exempt “prohibited transaction” with respect to a Plan (i) in which the Borrower or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or (ii) through which the Borrower or any such Subsidiary could otherwise be liable, (j) any Foreign Benefit Event, (k) the conditions for the imposition of a lien under Section 302(f303(k) of ERISA shall have been met with respect to any Plan or (l) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any Subsidiary under ERISA, the Code or any comparable provision of foreign law.

“Escrow Account” shall have the meaning set forth in the Escrow Agreement.EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Escrow Agent” shall have the meaning set forth in the Escrow Agreement.

“Escrow Agreement” shall mean that certain Escrow Agreement (if any), in a form and substance reasonably satisfactory to the Borrower and the Administrative Agent, to be dated as of the Funding Date, among the Escrow Agent, the Borrower and the other parties thereto.

“Escrow Property” shall have the meaning set forth in the Escrow Agreement.

“Eurocurrency Liabilities” shall have the meaning given to such term in the definition of “Statutory Reserves.”

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“Events of Default” shall have the meaning assigned to such term in Article VII.

“Excess Cash Flow” shall mean, for any fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2014, (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) reductions to noncash working capital of the Borrower and the Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year) minus (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Borrower and the Subsidiaries with respect to such fiscal year, (ii) consolidated interest expense for such fiscal year payable in cash; provided that, for purposes of this definition, if any interest expense that is payable in cash on a regular basis accrues in a fiscal year but is not paid until the following fiscal year because the applicable interest payment date does not occur until such following fiscal year, such interest expense will be allocated to the fiscal year in which it accrued, (iii) Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated EBITDA, (iv) permanent repayments of Indebtedness (other than voluntary prepayments of Term Loans and mandatory prepayments of Loans under Section 2.13) made in cash by the Borrower and the Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection

14

with a refinancing of such Indebtedness, (v) all expenses, charges and losses actually paid in cash during such fiscal year that are added-back to Consolidated Net Income for purposes of calculating Consolidated EBITDA, (vi) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vii) cash consideration paid during such fiscal year to make any Permitted Acquisitions or Investments permitted under clause (o) or (p) of Section 6.04, (viii) the aggregate amount of Restricted Payments made by the Borrower in cash during such fiscal year pursuant to clause (ii) of Section 6.06(a) and (ix) the amount, determined reasonably and in good faith by the Borrower, that would otherwise be included in Excess Cash Flow calculated in accordance with the foregoing that is attributable to or was invested by the Borrower and the Subsidiaries in Broker Dealer Subsidiaries which cannot be distributed without resulting in a Default under Section 6.10.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange and Clearing Operations” shall mean the business relating to exchange and clearing, depository and settlement operations conducted by the Borrower or any of its Subsidiaries.

“Exchange Rate” for any Alternative Currency shall mean the rate determined by the Administrative Agent, to be the rate quoted by the Administrative Agent as the exchange rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m.  London time on the date two Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot be computed as of such date such other date as the Administrative Agent shall reasonably determine is appropriate under the circumstances; provided that the Administrative Agent may obtain such exchange rate from another financial institution designated by Administrative Agent if the Administrative Agent does not have as of the date of determination an exchange buying rate for any such currency.

“Excluded Subsidiary” shall mean (i) each Foreign Subsidiary, (ii) each Broker Dealer Subsidiary, (iii) each Inactive Subsidiary and (iv) each Foreign Subsidiary Holdco.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21(a)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with its obligations under Section 2.20(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” shall mean the credit agreement dated as of December 19, 2012 (as amended or otherwise modified prior to the Closing Date) among BATS Global Markets, Inc. (n/k/a BATS Global Markets Holdings, Inc.), the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent.

“Failed Auction” shall have the meaning assigned to such term in Section 2.12(c).

15

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable thereto and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“FCPA” shall have the meaning assigned to such term in Section 3.22.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary to the next 1/100th of 1%) of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fees” shall mean the Applicable Facility Fees and, the Administrative Agent Fees and the Collateral Agent Fees.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“First Amendment Effective Date” shall mean February 24, 2015.

“First Financial Statement Delivery” shall mean the delivery of the Borrower’s financial statements pursuant to Section 5.04(b) in respect of the first full fiscal quarter following the ClosingSecond Amendment Date.

“Foreign Asset Sale” shall mean an Asset Sale consummated by a Foreign Subsidiary.

“Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan or (d) the incurrence of any liability by the Borrower or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, in each case, that could reasonably be expected to result in a Material Adverse Effect.

“Foreign Lender” shall mean a Lender that is not a U.S. Person.

“Foreign Pension Plan” shall mean any defined benefit plan, sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by the Borrower or any ERISA Affiliate that under applicable law of any jurisdiction other than the United States is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

16

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Foreign Subsidiary Holdco” shall mean any Subsidiary, so long as such Subsidiary has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof) and other assets relating to an ownership interest in any such securities, Indebtedness or Subsidiaries.

“Foreign Subsidiary Refinancing Debt” shall mean one or more series of senior unsecured loans, senior first lien loans secured by the Collateral on an equal and ratable basis with the Obligations (and/or by assets of any Foreign Subsidiary), or senior second lien (or more junior) loans secured by the Collateral on a second lien (or more junior) basis (and/or by assets of any Foreign Subsidiary), in each case incurred by any Foreign Subsidiary, together with any guarantees thereof by any Loan Party and/or any Foreign Subsidiary; provided that (a) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Foreign Subsidiary Refinancing Debt, (b) after giving effect to the incurrence of such Foreign Subsidiary Refinancing Debt and the use of proceeds thereof, the Borrower shall be in compliance on a pro forma basis, with the financial covenant set forth in Section 6.11, (c) to the extent the same is secured by the Collateral, such Foreign Subsidiary Refinancing Debt shall be subject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (d) such Foreign Subsidiary Refinancing Debt shall not be an obligation of, or otherwise Guaranteed by, any Subsidiary that is not a Loan Party or a Foreign Subsidiary, and (e) the Net Cash Proceeds of such Foreign Subsidiary Refinancing Debt (or other cash in an amount equal to such Net Cash Proceeds) shall be applied, substantially concurrently with the issuance or incurrence thereof, to the pro rata payment of any outstanding Term Loans at such time.

“FSA” shall mean the Financial Services Authority or any entity or entities succeeding in its functions.

“Funding Date” shall mean the date on which the B-1 Term Loans and Incremental B-2 Term Loans are funded.

“Funding Fees” shall mean the B-1 Funding Fees and the Incremental B-2 Funding Fees.

“GAAP” shall mean United States generally accepted accounting principles applied on a consistent basis.

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any self-regulatory organization and any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(j).

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other

17

obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee and Collateral Agreement” shall mean the Amended and Restated Guarantee and Collateral Agreement, substantially in the form of Exhibit E, among the Borrower, the Subsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties, together with all supplements thereto.

“Guarantor” shall mean each Subsidiary listed on Schedule 1.01(c) and each other Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement.

“Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other hydrocarbons, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances and (b) any chemical, material, substance or waste that is prohibited, limited or regulated as hazardous or toxic by or pursuant to any binding law (including common law), treaty, regulation, rule, ordinance, code, decree, judgment, directive, order (including consent orders) and agreements with governmental Authority relating to the environment, natural resources, endangered or threatened species or protection of the climate.

“Hedging Agreement” shall mean any rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions.

“Hotspot Acquisition” shall mean the acquisition directly or indirectly of all of the issued and outstanding equity interests of the Target pursuant to the Hotspot Purchase Agreement.

“Hotspot Purchase Agreement” shall mean that certain Securities Purchase Agreement dated as of January 27, 2015, between the Seller and  the Borrower.

“Impacted Interest Period” shall have the meaning assigned to such term in the definition of “LIBO Rate.”

“Inactive Subsidiary” shall mean any Subsidiary that (a) does not conduct any substantial business operations, (b) has assets with a book value not in excess of $3,500,000 with respect to any Subsidiary and $10,000,000 in the aggregate for all such Subsidiaries and (c) does not have any Indebtedness outstanding to any Person other than to Borrower or any Subsidiary.

“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Incremental Term Lenders or Incremental Revolving Lenders, as the case may be.

“Incremental B-2 Funding Fee” shall have the meaning assigned to such term in Section 2.05(e).

“Incremental B-2 Term Loan” shall mean the Term Loans made by the Incremental B-2 Term Loan Lenders pursuant to Section 2.01.

18

“Incremental B-2 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 2.01(c) to this Agreement directly below the column entitled “Incremental B-2 Term Loan Commitment,” as the same may be terminated pursuant to Article VII.  The aggregate amount of the Incremental B-2 Term Loan Commitment as of the Amendment Date is $227,625,000.

“Incremental B-2 Term Loan Lender” shall mean the Lenders of the Incremental B-2 Term Loans.

“Incremental Commitment” shall mean, as the context may require, an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment.

“Incremental Equivalent Debt” shall mean Indebtedness consisting of unsecured senior, senior subordinated or junior subordinated notes, or senior secured notes secured by the Collateral on an equal priority basis with or junior priority basis to the Obligations, in each case issued in a public offering, Rule 144A or other private placement, or, in lieu of the foregoing, any unsecured senior, senior subordinated or junior subordinated term loans or senior secured term loans secured by the Collateral on a junior priority basis to the Obligations, in each case subject to the terms set forth in Section 2.22(e).

“Incremental Facility Amount” shall have the meaning assigned to such term in Section 2.22(a).

“Incremental Facility Closing Date” shall have the meaning assigned to such term in Section 2.22(c).

“Incremental Revolving Credit Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.22, to make incremental amounts of Revolving Loans to the Borrower.

“Incremental Revolving Lender” shall mean a Lender with an Incremental Revolving Credit Commitment.

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.22, to make Incremental Term Loans to the Borrower.

“Incremental Term Loan Maturity Date” shall mean the final maturity date of any Incremental Term Loan, as set forth in the applicable Incremental Assumption Agreement.

“Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Incremental Assumption Agreement.

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b).  Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.22 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans.

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar

19

instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all Synthetic Lease Obligations of such Person, (i) net obligations of such Person under any Hedging Agreement, valued at the Agreement Value thereof, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests of such Person or any warrants, rights or options to acquire such equity interests on a date prior to the 91st day following the Latest Maturity Date in effect on the date of issuance thereof, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (k) all obligations of such Person as an account party in respect of letters of credit and (l) all obligations of such Person in respect of bankers’ acceptances; provided that, for the avoidance of doubt, any obligation to make any Tax Sharing Payment shall not constitute Indebtedness.  The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.  The “amount” or “principal amount” of any Indebtedness at any time of determination represented by any Guarantee referred to in clause (f) shall be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum monetary exposure in respect thereof as of such date as determined reasonably and in good faith by a Financial Officer of the Borrower.  The amount of Indebtedness referred to in clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Information” shall have the meaning assigned to such term in Section 9.16.

“Initial B-2 Term Loan Lenders” shall mean the Lenders of the Initial B-2 Term Loans.

“Initial B-2 Term Loans” shall mean the B-2 Term Loans listed on Schedule 2.01(a).

“Initial B-2 Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name on Schedule 2.01(a) to this Agreement directly below the column entitled “Term Loan Commitment,” as the same may be terminated pursuant to Article VII.  The aggregate amount of the B-2 Term Loan Commitment as of the Closing Date was $470,000,000.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no

20

numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months (or, if agreed by the relevant Lenders, 12 months or a shorter period) thereafter, as the Borrower may elect; provided, however, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period, (c) no Interest Period for any Loan shall extend beyond the maturity date of such Loan, and (d) the initial Interest Period in respect of the Term Loans borrowed on the ClosingSecond Amendment Date shall commence on the ClosingSecond Amendment Date and shall end on the last Business Day of March 2014, (e) the initial Interest Period in respect of B-1 Term Loans borrowed on the Funding Date shall commence on the Funding Date and end on the last Business Day of March 2015 and (f) the initial Interest Period or Interest Periods applicable to the Incremental B-2 Term Loans made on the Funding Date shall be identical to the Interest Period or (on a proportionate basis) Interest Periods applicable to Initial B-2 Term Loans outstanding on the Funding Date.September 2016.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“InvestmentInvestments” shall have the meaning assigned to such term in Section 6.04.

“IP Security Agreements” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“IRS” shall mean the United States Internal Revenue Service.

“JPM Fee Letter” shall mean the Fee Letter dated January 27, 2015, among  the Borrower, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC.

“Latest Maturity Date” shall mean, at any date of determination, the then-latest final maturity date applicable to any Loan or Commitment outstanding at such time.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01(a) (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) (b) the Persons listed on Schedule 2.01(b) (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance), (c) the Person listed on Schedule 2.01(c) (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (dand (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance, an Incremental Assumption Agreement or a Refinancing Amendment.

“Leverage Ratio” shall mean, on any date, the ratio of Total Debt on such date to Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period denominated in Dollars or Alternative Currency, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in the relevant currency with a term comparable to such Interest Period that appears on the applicable ReutersBloomberg screen (or any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration (or any successor service or entity that has been authorized by the U.K. Financial Conduct Authority to administer the London Interbank Offered Rate)) at (i) in the case of Dollars, approximately 11:00 a.m.,

21

London, England time, on the second full Business Day preceding the first day of such Interest Period, or (ii) in the case of Sterling, approximately 11:00 a.m., London, England time, on the first day of such Interest Period, or (iii) in the case of Euros, approximately 11:00 a.m., London, England time, on the second full Target Day preceding the first day of such Interest Period; provided that if the Reuters screen shall not be available for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate (as defined below); provided, however, that (i) if no comparable term for an Interest Period is available, the LIBO Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist an applicable ReutersBloomberg screen, “LIBO Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is able to borrow in the relevant currency at approximately 11:00 a.m., London, England time, two (2) Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion (or, if it shall not have any portion of such Eurodollar Borrowing, $5,000,000) of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period.  Notwithstanding the foregoing, for purposes of clause (c) of the definition of “Alternate Base Rate”, the rates referred to above shall be the rates as of 11:00 a.m., London, England time, on the date of determination (rather than the second London Business Day preceding the date of determination).  “Interpolated Rate” means the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Reuters screen for the longest period for which the applicable Reuters screen is available that is shorter than the Impacted Interest Period; and (b) the applicable Reuters screen for the shortest period for which the applicable Reuters screen is available that exceeds the Impacted Interest Period, in each case, at such time.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan Documents” shall mean this Agreement, the Security Documents, each Incremental Assumption Agreement, the Escrow Agreement (if any)First Amendment, the Second Amendment and any other Loan Modification Agreement, any Refinancing Amendment, the promissory notes, if any, executed and delivered pursuant to Section 2.04(e) and any other document executed in connection with the foregoing.

“Loan Modification Agreement” shall mean a Loan Modification Agreement in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the Accepting Lenders party thereto.

“Loan Modification Offer” shall have the meaning assigned to such term in Section 2.23(a).

“Loan Parties” shall mean the Borrower and the Guarantors.

“Loans” shall mean the Revolving Loans and Term Loans.

“Majority in Interest,” when used in reference to Lenders of any Class, shall mean, at any time, (a) in the case of Revolving Credit Lenders, Lenders having outstanding Revolving Loans and unused Revolving Credit Commitments representing more than 50% of the sum of the Revolving Loans and unused Revolving Credit Commitments outstanding at such time, and (b) in the case of the B-1 Term Lenders of any Class, Lenders holding outstanding B-1 Term Loans and unused B-1 Term Loan

22

Commitments of such Class representing more than 50% of all B-1 Term Loans and B-1 Term Loan Commitments of such Class outstanding at such time, (c) prior to the Acquisition Closing Date,  in the case of the Initial B-2 Term Lenders of any Class, Lenders holding outstanding Initial B-2 Term Loans of such Class representing more than 50% of all Initial B-2 Term Loans of such Class outstanding at such time; (d) prior to the Acquisition Closing Date,  in the case of the Incremental B-2 Term Lenders of any Class, Lenders holding outstanding Incremental B-2 Term Loans and unused Incremental B-2 Term Loan Commitments of such Class representing more than 50% of all Incremental B-2 Term Loans and Incremental B-2 Term Loan Commitments of such Class outstanding at such time and (e) after the Acquisition Closing Date, in the case of the B-2 Term Lenders of any Class, Lenders holding outstanding B-2 Term Loans of such Class representing more than 50% of all B-2 Term Loans of such Class outstanding at such time; provided that the Revolving Loans, unused Revolving Credit Commitments and outstanding B-1 Term Loans, B-1 Term Loan Commitment, Incremental B-2 Term Loan Commitment and B-2 Term Loans of any Defaulting Lender shall be disregarded in the determination of Majority in Interest at any time.

“Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower or any other Loan Party to perform its material obligations under the Loan Documents to which it is or will be a party or (c) a material impairment of the rights and remedies of or benefits available to the Lenders under any Loan Document.

“Material Indebtedness” shall mean Indebtedness (other than the Loans) of any one or more of the Borrower or any Subsidiary in an aggregate principal amount exceeding $15,000,000 (increasing on and after the Acquisition Closing Date to $18,000,000).18,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the Agreement Value of such Hedging Agreement at such time.

“Maturity Date” shall mean the Revolving Credit Maturity Date, the B-1 Term Loan Maturity Date, the B-2 Term Loan Maturity Date or the Incremental Term Loan Maturity Date, as the context may require.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Merger” shall mean the merger of Direct Edge with and into a subsidiary of the Borrower pursuant to, and as contemplated by, the Merger Agreement.

“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of August 23, 2013 (as amended or otherwise modified prior to the Closing Date, including by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 16, 2013).

“Minimum Capital Requirement” shall have the meaning assigned to such term in the definition of the term “Consolidated Net Income.”

“MNPI” shall mean information and documentation that is (i) material with respect to the Borrower or any Subsidiary or any of their respective securities for purposes of foreign, United States federal and state securities laws and (ii) which is not publicly available and is not of a type that would be publicly available if the Borrower were a public reporting company.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

23

“Mortgaged Properties” shall mean each parcel of owned real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.10.

“Mortgages” shall mean the mortgages, deeds of trust, assignments of leases and rents, modifications and other security documents delivered pursuant to Section 5.10, each in form and substance reasonably satisfactory to the Administrative Agent.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is contributed to, or required to be contributed to, by the Borrower or any of its ERISA Affiliates.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including casualty insurance settlements and condemnation awards and cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided, however, that, if (x) the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent within five Business Days of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of the Borrower and the Subsidiaries within 12 months of receipt of such proceeds and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of such 12-month period, at which time such proceeds shall be deemed to be Net Cash Proceeds; and (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.  Without limiting the generality of the foregoing, proceeds received in any Asset Sale by any Broker Dealer Subsidiary shall not constitute Net Cash Proceeds if and to the extent that at the time the related prepayment of Loans pursuant to Section 2.13(b) would be required to be made by the Borrower, the Borrower reasonably and in good faith believes that the distribution of such proceeds to the Borrower would result in a Default under Section 6.10.

“Non-Consenting Lender” shall mean any Lender that does not approve any consent, amendment, waiver or other modification that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 9.08 and (ii) has been approved by the Required Lenders.

“Obligations” shall mean all obligations defined as “Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“OID” shall have the meaning assigned to such term in Section 2.22(b).

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

24

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21).

“Other Term Loans” shall have the meaning assigned to such term in Section 2.22(a).

“Parent Company” shall mean the Borrower and, if any, each direct or indirect parent of the Borrower; provided that, with respect to any such direct or indirect parent of the Borrower, at least a majority of the equity interests in such parent immediately after it became a parent of the Borrower were held by Persons who were equity holders of the Borrower or a pre-existing Parent Company immediately prior thereto.

“Participant” shall have the meaning assigned to such term in Section 9.04(f).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(g).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement.

“Perfection Certificate Supplement” shall have the meaning assigned to such term in Section 4.03(l).

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(F).

“Permitted Amendments” shall have the meaning assigned to such term in Section 2.23(c).

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan, but including any “multiple employer” pension plan within the meaning of Sections 4063 and 4064 of ERISA) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” (as defined in Section 3(5) of ERISA) or “contributing sponsor” (as defined in Section 4001(a)(13) of ERISA).

“Platform” shall have the meaning assigned to such term in Section 9.01(g).

“Pledged Collateral” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Pounds Sterling” or “£” shall mean the lawful currency of the United Kingdom.

“Public Lender” shall have the meaning assigned to such term in Section 9.01(g).

“Purchase Agreement” shall mean that certain Securities Purchase Agreement dated as of January 27, 2015, between the Seller and  the Borrower.

25

“Qualified Capital Stock” of any Person shall mean any Equity Interest of such Person that is not Disqualified Stock.

“Qualifying BidBids” shall have the meaning assigned to such term in Section 2.12(c).

“Recipient” shall mean the Administrative Agent or any Lender, as applicable.

“Refinancing Amendment” shall mean an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, establishing and otherwise providing for the incurrence of such Specified Refinancing Debt in accordance with Section 2.24.

“Refinancing Debt” shall mean one or more series of senior unsecured notes or loans, senior first lien secured notes secured by the Collateral on an equal and ratable basis with the Obligations, or senior second lien (or more junior) secured notes or loans secured by the Collateral on a second lien (or more junior) basis, in each case issued in respect of a refinancing of all or a portion of the Loans or Commitments under the Credit Facilities; provided that, (a) to the extent the same is secured, such Refinancing Debt shall be subject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, (b) such Refinancing Debt shall not be an obligation of, or otherwise Guaranteed by, any Subsidiary that is not a Loan Party, (c) such Refinancing Debt shall mature on or after the Latest Maturity Date of (or, in the case of any unsecured or junior secured Refinancing Debt, the date that is 91 days after) the Maturity Date of the Loans (or Commitments, if applicable) being refinanced thereby, (d) such Refinancing Debt does not have a weighted average life to maturity that is less than the remaining weighted average life to maturity of (or, in the case of any unsecured or junior secured Refinancing Debt, 91 days longer than the remaining average life to maturity of) the Loans (or Commitments, if applicable) being refinanced thereby, (e) the terms and conditions of such Refinancing Debt (excluding pricing and optional prepayment and redemption terms) shall be substantially identical to, or no more favorable (taken as a whole) to the investors or lenders providing such Refinancing Debt than, those applicable to the Loans or Commitments being refinanced thereby (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of the incurrence of such Indebtedness) and (f) the Net Cash Proceeds of such Refinancing Debt shall be applied, substantially concurrently with the issuance or incurrence thereof, to the pro rata payment of the outstanding Class of Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of the applicable Revolving Credit Commitments shall be permanently reduced).

“Refinancing Debt Documents” shall mean, collectively, the indentures, loan documents or other similar agreements pursuant to which any Refinancing Debt is issued or incurred, together with all instruments and other agreements in connection therewith, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms of the Loan Documents.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Registered Securities Exchange Subsidiary” shall mean (a) each entity listed on Schedule 1.01(d) and (b) any other Subsidiary that is a national securities exchange, multilateral trading facility or recognized investment exchange registered with and regulated by the SEC, the FSA or similar regulatory authority, in the case of each of (a) and (b) to the extent and so long as the direct parent of such Subsidiary is not permitted by (or is required to seek the consent or approval of) the applicable regulatory authority to pledge, or is prohibited under applicable law from pledging, the Equity Interests of such Subsidiary as Collateral hereunder.  The list of Registered Securities Exchange Subsidiaries as of the Closing Date is set forth on Schedule 1.01(d), which schedule may be amended or supplemented from time to time as set forth in Section 5.04(c).

26

“Regulated Subsidiary” shall mean a Broker Dealer Subsidiary or a Registered Securities Exchange Subsidiary.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” shall mean any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within, under, from or upon any building, structure, facility or fixture.

“Repayment” shall mean the repayment of all borrowings outstanding under the Existing Creditthis Agreement immediately prior to the Second Amendment Date and the termination of all commitments thereunderof the Lenders provided under this Agreement immediately prior to the Second Amendment Date.

“Repayment Date” shall have the meaning assigned to such term in Section 2.11(a).

“Reply Amount” shall have the meaning assigned to such term in Section 2.12(c).

“Reply Discount Price” shall have the meaning assigned to such term in Section 2.12(c).

“Required Lenders” shall mean, at any time, Lenders having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding and unused Commitments at such time; provided that the Loans and unused Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time.

“Resignation Effective Date” shall have the meaning assigned to such term in Section 8.06(a).

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Asset Sale Payment Amount” shall mean, at any time a prepayment shall be made pursuant to Section 2.13(b) in respect of a Foreign Asset Sale, an amount equal to (a) the aggregate amount of Restricted Asset Sale Proceeds minus (b) the amount of additional taxes, if any, reasonably estimated by the Borrower to be actually payable if such amount of Restricted Asset Sale Proceeds were to be repatriated from the applicable Foreign Subsidiary to the Borrower.

27

“Restricted Asset Sale Proceeds” shall mean, at any time a prepayment shall be made pursuant to Section 2.13(b) in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to the Borrower (a) would result in material adverse Tax consequences to the Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation.

“Restricted ECF” shall mean, with respect to any fiscal year, an amount equal to the unrepatriated Excess Cash Flow attributable to any Foreign Subsidiary if and solely to the extent that the repatriation of such attributable Excess Cash Flow to the Borrower (a) would result in material adverse Tax consequences to the Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation.

“Restricted ECF Payment Amount” shall mean, with respect to any fiscal year, an amount equal to (a) the aggregate amount of Restricted ECF for such period multiplied by the applicable ECF Percentage minus (b) the amount of additional taxes, if any, reasonably estimated by the Borrower to be actually payable in respect of such period if such amount of Restricted ECF had been repatriated from the applicable Foreign Subsidiaries to the Borrower.

“Restricted Indebtedness” shall mean Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock)) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary, provided that, for the avoidance of doubt, no Tax Sharing Payment shall constitute a Restricted Payment.

“Return Bid” shall have the meaning assigned to such term in Section 2.12(c).

“Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder as set forth on Schedule 2.01, or in the Assignment and Acceptance, Incremental Assumption Agreement or Refinancing Amendment pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.22 or (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  Unless the context shall otherwise require, the term “Revolving Credit Commitment” shall include any Incremental Revolving Credit Commitments and Specified Refinancing Revolving Commitments.

“Revolving Credit Facility” shall mean the revolving credit facility provided for by this Agreement.

“Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.

“Revolving Credit Maturity Date” shall mean January 31, 2017.June 30, 2019.

“Revolving Lender” shall mean a Lender with a Revolving Credit Commitment.

28

“Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant to clause (ii) of Section 2.01(a).

“S&P” shall mean Standard & Poor’sS&P Global Ratings Service, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Sanctioned Country” shall mean, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person owned 50% or more by any Person or Persons described in the foregoing clause (a).

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“SEC” shall mean the United States Securities and Exchange Commission or any successor Governmental Authority.

“Second Amendment” shall mean the Second Amendment to this Agreement, dated as of the Second Amendment Date.

“Second Amendment Date” shall mean June 30, 2016.

“Secured Leverage Ratio” shall mean, on any date, the ratio of (i) Secured Total Debt on such date to (ii) Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Secured Total Debt” shall mean the aggregate principal amount of Total Debt that is secured by a Lien.

“Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement, the IP Security Agreements, the Escrow Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10.

“Seller” meansshall mean Knight Capital Group, Inc., a Delaware Corporationcorporation.

“Specified Purchase Agreement Representations” shall mean the representations made by the Seller with respect to  the Target and its subsidiaries in the Purchase Agreement that are material to the interests of the B-1 Term Loan Lender and the Incremental B-2 Term Loan Lender, but only to the extent that the  Borrower has the right to terminate its obligations under the Purchase Agreement or to refuse to consummate the Hotspot Acquisition as a result of a breach of such representations in the Purchase Agreement.

29

“Specified Refinancing Debt” shall have the meaning assigned to such term in Section 2.24(a).

“Specified Refinancing Revolving Commitments” shall have the meaning assigned to such term in Section 2.24(b).

“Specified Refinancing Term Loans” shall mean Specified Refinancing Debt incurred in the form of term loans pursuant to a Refinancing Amendment.

“Specified Representations” shall mean the representations and warranties set forth in Sections 3.01(a)(i) (as to the Loan Parties only), 3.01(a)(ii) (as to the Loan Parties only), 3.01(d), 3.02(a) (but modifying the representations and warranties in Section 3.02(a) to relate to the Loan Documents and/or other definitive documentation relating to the applicable financing), 3.03, 3.04, 3.11, 3.12, 3.18 (but modifying the representations and warranties in Section 3.18, if necessary, to relate to security documents relating to the applicable financing and qualified by customary “Sungard” limitations), 3.21 (but modifying the references to the “Transactions” and the “Closing Date” in Section 3.21 to refer to the applicable financing and the effective date thereof), and the use of proceeds from any Loan in violation of Section 3.223.22.

“Specified Transaction” shall mean (i) the Merger, (ii) the other Transactions, (iii) the Hotspot Acquisition and (iv) any Investment that results in a person becoming a Subsidiary, any Permitted Acquisition or any sale or other disposition that results in a Subsidiary ceasing to be a Subsidiary or any sale or other disposition of a business unit, line of business or division of the Borrower or a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“SPV” shall have the meaning assigned to such term in Section 9.04(j).

“Statutory Reserves” shall mean for any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).  Eurodollar Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean  any subsidiary other than (except for references to “Subsidiary” in, and for purposes of, Sections 3.13,3.13 and 3.21 and 4.03(A)(m)) an Unrestricted Subsidiary

“Synthetic Lease” shall mean, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

30

“Synthetic Lease Obligations” shall mean, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

“Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a Person other than the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

“Target” shall mean Hotspot FX Holdings, Inc. and its subsidiaries.

“Target Day” shall mean any day on which (i) TARGET2 is open for settlement of payments in Euro and (ii) banks are open for dealings in deposits in Euro in the London interbank market.

“Tax Sharing Payments” shall have the meaning assigned to such term in Section 6.13.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Sharing Payments” shall have the meaning assigned to such term in Section 6.13.

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.

“Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term Loans hereunder on the ClosingSecond Amendment Date or the Funding Date, as applicable,  as set forth on Schedule 2.01, in the Assignment and Acceptance, the Incremental Assumption Agreement or the Refinancing Amendment pursuant to which such Lender assumed its Term Loan Commitment, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.22 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments or commitments to make Specified Refinancing Term Loans.

“Term Loan Facility” shall mean each term loan facility provided for by this Agreement.

“Term Loan Maturity Date” shall mean June 30, 2023.

“Term Loans” shall mean B-1 Term Loans or B-2 Term Loans, as the context may requirethe term loans made by the Lenders to the Borrower pursuant to clause (i) of Section 2.01(a).  Unless the context shall otherwise require, the term “Term Loans” shall include any Incremental Term Loans and Specified Refinancing Term Loans.

31

“Test Period” shall mean (a) for any date of determination for purposes of actual compliance with Section 6.11, the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such date, (b) for any date of determination of the Secured Leverage Ratio for purposes of the definition of “ECF Percentage”, the most recent fiscal year covered by the financial statements delivered pursuant to Section 5.04(a) and (c) for any date of determination under this Agreement other than for purposes of (a) or (b) above, the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such time in respect of which financial statements of the Borrower are available.

“Total Debt” shall mean, at any time and without duplication, the total Indebtedness of the Borrower and the Subsidiaries at such time (excluding Indebtedness of the type described in clauseclauses (i) and clause (k) of the definition of such term, except, in the case of such clause (k), to the extent of any unreimbursed drawings thereunder); provided that the amount of B-1 Term Loans and Incremental B-2 Term Loans outstanding prior to the Acquisition Closing Date will be calculated net of the cash proceeds therefrom held by the Borrower or the Escrow Agent in the Escrow Account.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.  The initial Total Revolving Credit Commitment is $100,000,000.

“Transactions” shall mean, collectively, (a) the transactions contemplated by the Merger Agreement, (b) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the Borrowings hereunder, (c) the payment of the Special Distribution, (db) the funding of the Repayment, (e) the repayment of certain existing indebtedness of Direct Edge and (f and (c) the repaymentpayment of related fees and expenses.

“Type,” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.  For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.

“Uniform Commercial Code” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Borrower that is formed or acquired after the Acquisition ClosingSecond Amendment Date,; provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Unrestricted Subsidiary in a notice to the Administrative Agent or (b) any Subsidiary subsequently designated as an Unrestricted Subsidiary by the Borrower in a written notice to the Administrative Agent; provided that in the case of clause (b), (x) such designation shall be deemed to be an Investment on the date of such designation in an amount equal to the net book value of the investment therein and such designation shall be permitted only to the extent permitted under Section 6.04 on the date of such designation, (y) no Event of Default shall have occurred and be continuing or exist or would immediately result from such designation after giving pro forma effect thereto and (z) on a pro forma basis after giving effect to such designation the Leverage Ratio shall not exceed 5.25:1.00 and (c) each Subsidiary of an Unrestricted Subsidiary.  The Borrower may, by written notice to the Administrative Agent, re-designate any Unrestricted Subsidiary as a Subsidiary (which shall constitute a reduction in an outstanding Investment), and thereafter, such Subsidiary shall no longer constitute an Unrestricted Subsidiary, but only if no Event of Default would immediately result from such re-designation.  The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute (y) the incurrence by such Subsidiary at the time of such designation of any Indebtedness or Liens of such Subsidiary outstanding at such time (after giving effect to, and taking into account, any payoff or termination of Indebtedness or any release or termination of Liens, in each case, occurring in connection or substantially concurrently therewith) and (z) constitute a return on any Investment by Borrower in such Unrestricted Subsidiary in an amount equal to the net book value at the date of such prior designation of such Subsidiary as an Unrestricted Subsidiary.

32

“U.S. Person” shall mean any person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning given such term in paragraph (f) of Section 2.20.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Person or one or more wholly owned Subsidiaries of such Person or by such Person and one or more wholly owned Subsidiaries of such Person.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” shall mean any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield” shall have the meaning assigned to such term in Section 2.22(b).

“Yield Differential” shall have the meaning assigned to such term in Section 2.22(b).

SECTION 1.02.          Terms Generally.  The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.  Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement, (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference in this Agreement or any Loan Document to any other agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented or otherwise modified from time to time, and (d) all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to

33

time; provided, however, that (i) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the ClosingSecond Amendment Date on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders and (ii) whether a lease constitutes a capital lease or an operating lease shall be determined based on GAAP as in effect on the ClosingSecond Amendment Date, notwithstanding any modification or interpretative change thereto after the ClosingSecond Amendment Date.

SECTION 1.03.          Pro Forma Calculations.

(a)           Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Leverage Ratio shall be calculated in the manner prescribed by this Section; provided that, when (i) calculating the Secured Leverage Ratio for purposes of the definition of “Applicable Facility Fee,” “Applicable Margin” or “ECF Percentage” and (ii) calculating the Leverage Ratio for purposes of actual compliance with Section 6.11 (as opposed to a pro forma calculation in accordance with Section 6.11 for purposes of another provision), the events described in Sections 1.03(b), 1.03(c) and 1.03(d) below that occurred subsequent to the end of the Test Period shall not be given pro forma effect.

(b)           For purposes of calculating the Secured Leverage Ratio and the Leverage Ratio, Specified Transactions that have been completed by the Borrower or any of the Subsidiaries during the applicable Test Period or subsequent to the end of such Test Period, and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, shall be included on a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the applicable Test Period.  If since the beginning of any such Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any other Subsidiary since the beginning of such Test Period shall have completed any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period.

(c)           In the event that the Borrower or any Subsidiary incurs, assumes, Guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definition of Total Debt (other than Indebtedness incurred or repaid under any revolving credit facility unless all such Indebtedness has been permanently repaid and the commitments to further extensions thereunder terminated), subsequent to the end of the Test Period with regard to which the Secured Leverage Ratio and the Leverage Ratio is being calculated, and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, the Secured Leverage Ratio and the Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption, repayment, retirement or extinguishment of Indebtedness and the resulting proceeds therefrom, as if the same had occurred on the last day of the applicable Test Period.

(d)           All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only (i) those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, (ii) pro forma adjustments for the amount of cost savings, operating expense reductions and other operating improvements relating to the Merger or the Hotspot Acquisition, as the case may be, that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized within 18 months following the consummation of the Merger or the Hotspot Acquisition, as the case may be and (iii) pro forma adjustments

34

for the amount of cost savings, operating expense reductions and other operating improvements relating to other Specified Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized within 12 months (or, at any time after the Acquisition ClosingSecond Amendment Date, a Specified Transaction which includes a business primarily involved in the asset classes of the Borrower and its Subsidiaries, 18 months) of the date of such Specified Transaction,; provided that in each case (x) all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer, using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries, which shall be reformulated as if such cost savings, operating expense reductions and other operating improvements had been achieved on or prior to the first day of such period and (y) such cost savings, operating expense reductions and other operating improvements shall be added to Consolidated EBITDA to the extent not actually realized and calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements had been realized on the first day of the relevant period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA pursuant to clauses (ii) and (iii) above for any period of four consecutive fiscal quarters shall not exceed an amount equal to 25% of Consolidated EBITDA (such Consolidated EBITDA being calculated before giving effect to any pro forma adjustments described in clauses (ii) and (iii) above).

SECTION 1.04.          Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.05.          Currency Equivalents for Revolving Loans.  Any Revolving Loan amount specified in this Agreement shall include the equivalent of such amount in an Alternative Currency, such equivalent amount to be determined in accordance with the definition of “Exchange Rate”; provided that the determination of any Dollar Amount shall be made in accordance with Section 2.25.

SECTION 1.06.          Effect of Restatement.  This Agreement shall amend and restate the Existing Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Existing Credit Agreement, and on the Second Amendment Date, the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed and governed by this Agreement.

ARTICLE II

The Credits

SECTION 2.01.          Commitments.

(a)           Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (i) to make Initial B-2 Term Loans denominated in Dollars to the Borrower on the ClosingSecond Amendment Date in a principal amount not to exceed its Initial B-2 Term Loan Commitment and (ii) to make Revolving Loans in Dollars or any Alternative Currency at any time, and from time to time, after the ClosingSecond Amendment Date until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof; provided that the aggregate principal amount of such Lender’s Revolving Loans to the Borrower at any time outstanding will not result in such Lender’s outstanding Revolving Loans exceeding such Lender’s Revolving Credit Commitment.  Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

35

(b)           Each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.  Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

(c)           Subject to the terms and conditions set forth herein, on the Funding Date, each B-1 Term Loan Lender agrees to make, in a single drawing on the Funding Date, B-1 Term Loans denominated in Dollars in a principal amount not to exceed its B-1 Term Loan Commitment.

(d)           Subject to the terms and conditions set forth herein, the Incremental B-2 Term Loan Lender agrees to make, in a single drawing on the Funding Date, B-2 Term Loans denominated in Dollars in a principal amount not to exceed its Incremental B-2 Term Loan Commitment. On the Acquisition Closing Date, the Incremental B-2 Term Loans will be deemed to be an increase in the Initial B-2 Term Loans outstanding prior to the Acquisition Closing Date. Furthermore, on the Acquisition Closing Date, the terms and provisions of the Incremental B-2 Term Loans shall be identical to the Initial B-2 Term Loans and will constitute B-2 Term Loans and Term Loans for all purposes under the Credit Agreement.  On the Acquisition Closing Date, unless otherwise required by law, the parties hereto intend to treat the Incremental B-2 Term Loans as being fungible with the Initial B-2 Term Loans for U.S. federal income tax purposes.

(c)           (e) Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

(d)           (f) Funds provided in Alternative Currencies must be made available to the Administrative Agent not later than 9:00 a.m., New York City time.

SECTION 2.02.          Loans.

(a)           Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).  The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 (or £1,000,000 or €1,000,000, as applicable, in the case of Revolving Loans in Pounds Sterling or Euro, respectively) and not less than $5,000,000 (or £3,000,000 or €3,000,000, as applicable, in the case of Revolving Loans in Pounds Sterling or Euro, respectively) (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Assumption Agreement) or (ii) equal to the remaining available balance of the applicable Commitments.

(b)           Subject to Sections 2.08 and 2.15, (i) each Borrowing made in Dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03 and (ii) each Borrowing of Alternative Currency Revolving Loans shall be comprised entirely of Eurodollar Loans.  Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than twelve Eurodollar Borrowings outstanding hereunder at any time.  For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

36

(c)           Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate (i) in the case of Loans denominated in Dollars, in New York City not later than 1:00 p.m., New York City time and (ii) in the case of Revolving Loans denominated in an Alternative Currency, in London not later than 4:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d)           Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.  If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error).  If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)           Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

SECTION 2.03.          Borrowing Procedure.  In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone, fax or other means of electronic transmission (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing (or, in the case of the Closing Date or the FundingSecond Amendment Date, such later date prior to the Closing Date  or the FundingSecond Amendment Date as the Administrative Agent may agree in its sole discretion) and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the day of a proposed Borrowing.  Each such Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, fax or other means of electronic transmission to the Administrative Agent of a written Borrowing Request and shall specify the following information:  (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; (v) in the case of Revolving Loans, the currency in which such Borrowing is to be denominated; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02.  If, in the case of Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing.  If in the case of the initial Borrowing of Initial B-2 Term Loans on the Closing Date, no election as to the Type of Borrowing is specified in such notice, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period as specified in clause (d) of

37

the definition of Interest Period. Notwithstanding the foregoing, the initial Interest Periods with respect to B-1 Term Loans and Incremental B-2 Term Loans made on the FundingSecond Amendment Date shall be as set forth in clauses (e) and (f), respectively,d) of the definition of Interest Period.  If no currency is specified with respect to any Revolving Credit Borrowing that is a Eurodollar Borrowing, then the Borrower shall be deemed to have requested a Borrowing in Dollars.  In the case of Alternative Currency Revolving Loans, the requested Borrowing shall be a Eurodollar Borrowing.  If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected (i) except in the case of the initial Borrowing of Initial B-2 Term Loans on the Closing Date or B-1 Term Loans or Incremental B-2 Term Loans on the Funding Date, an Interest Period of one month’s duration, (ii) in the case of the initial Borrowing of Initial B-2 Term Loans on the Closing Date, an Interest Period as specified in clause (d) of the definition of Interest Period and (iii) in the case of B-1 Term Loans or Incremental B-2 Term Loans made on the Funding Date, the Interest Period or Interest Periods specified in clauses (e) and (f) of the definition of Interest Period, respectively.  The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

SECTION 2.04.          Evidence of Debt; Repayment of Loans.

(a)           The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each applicable Lender (i) the then unpaid principal amount of the applicable Class of Term Loans of such Lender as provided in Section 2.11 and (ii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date.

(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)           The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Class and Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(d)           The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded absent manifest error; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(e)           Any Lender may request that Loans made by it hereunder be evidenced by a promissory note.  In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and substantially in a form and substance reasonably acceptable to the Administrative Agent and the Borrower.  Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

38

SECTION 2.05.          Fees.

(a)           Beginning on the first such day to occur after the Closing Date, the Borrower agrees to pay to each Revolving Credit Lender (which is not a Defaulting Lender), through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which the Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a facility fee at a rate equal to the Applicable Facility Fee on the daily amount of the Revolving Credit Commitment of such Lender, whether drawn or undrawn, during the preceding quarter (or other period commencing with the ClosingSecond Amendment Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated; provided that if the Revolving Credit Commitments shall have expired or terminated and there remain outstanding Revolving Loans made by such Revolving Credit Lender, such facility fee will continue to accrue until such Revolving Loans no longer remain outstanding).  All facility fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(b)           The Borrower agrees to pay to the (i) Collateral Agent, for its own account, the collateral agent fees set forth in the Collateral Agent Fee Letter at the times and in the amounts specified therein (the “Collateral Agent Fees”) and (ii) Administrative Agent, for its own account, the administrative fees separately agreed to in writing in the administrative agency fee letterAdministrative Agency Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).

(c)           All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders.  Once paid, none of the Fees shall be refundable under any circumstances.

(d)           The Borrower agrees to pay on the FundingSecond Amendment Date to each Term Lender of a B-1 Term Loan party to this Agreement on the FundingSecond Amendment Date a closing fee which shall be structured as original issue discount (the “B-1 Funding Fee”) in an amount equal to 1.000.50 % of the stated principal amount of such B-1 Term Loan funded by such Lender on the FundingSecond Amendment Date.(e)   The Borrower agrees to pay on the FundingSecond Amendment Date to each Revolving Credit Lender of an Incremental B-2 Term Loan party to this Agreement on the FundingSecond Amendment Date, a closing fee, which shall be structured as original issue discount (the “Incremental B-2 Funding Fee” and together with the B-1 Funding Fee, the “Funding Fees”), an upfront fee in an amount equal to 1.000.50% of the stated principal amount of such Incremental B-2 Term Loan funded bythe Revolving Credit Commitments of such Lender on the FundingSecond Amendment Date.

SECTION 2.06.          Interest on Loans.

(a)           Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Base Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b)           Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days (or on the basis of the actual number of days elapsed over a year of 365 or 366 days for Loans denominated in Pounds Sterling)) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin; provided that the Adjusted LIBO Rate for the Incremental B-2 Term Loans will initially be the same as the Adjusted LIBO Rate applicable to the

39

Initial B-2 Term Loans outstanding on the Funding Date.  For the avoidance of doubt, each Alternative Currency Revolving Loan shall be a Eurodollar Loan.

(c)           Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement.  The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(d)           Interest on each Loan shall be payable in the currency in which such Loan was made.

(e)           If as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Administrative Agent determines that (i) the Secured Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Secured Leverage Ratio would have resulted in a higher Applicable Margin and/or Applicable Facility Fee on any date in the four quarter period most recently ended prior to the date of such restatement or adjustment, the Borrower shall be obligated to pay to the Administrative Agent, for the accounts of the applicable Lenders, promptly on demand by the Administrative Agent (or after the occurrence of any Event of Default under Article VII (g) or (h) with respect to the Borrower, automatically and without further action by the Administrative Agent or any Lender) an amount equal to the excess of the interest and fees (including facility fees) that should have been paid for such four quarter period over the amount of interest and fees actually paid for such period.

SECTION 2.07.          Default Interest.  If the Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under any other Loan Document, by acceleration or otherwise, then, until such defaulted amount shall have been paid in full, to the extent permitted by law, such amount shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Base Rate, or in the case of Alternative Currency Revolving Loans where the relevant interbank market practice is to use a 365 or 366 day year, and over a year of 360 days at all other times) equal to the rate that would be applicable to an ABR Loan plus 2.00% per annum.

SECTION 2.08.          Alternate Rate of Interest.  In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that deposits in the principal amounts of the Loans in the currency comprising such Borrowing are not generally available in the London interbank market, or the Administrative Agent is advised by a Majority in Interest of the Lenders of the Class making or maintaining such Eurodollar Loans that the rates at which such deposits are being offered will not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurodollar Loans during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders.  In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Sections 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing and all requests for Alternative Currency Revolving Loans shall be deemed to be requests for Revolving ABR Loans denominated in Dollars in the Dollar Amount of the amount of such Alternative Currency specified in the request.  Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

40

SECTION 2.09.          Termination and Reduction of Commitments.

(a)           The Initial B-2 Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date.  The Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date.  The B-1 Term Loan Commitments and Incremental B-2 Term LoanNotwithstanding the foregoing, all the Commitments shall automatically terminate on the earliest to occur of (i) upon the making of the B-1 Term Loans or Incremental B-2 Term Loans, as applicable, on the Funding Date; (ii) if the Funding Date has not occurred prior to March 26, 2015, at 5:00 p.m., New York City time on March 26, 2015 or (iii) upon termination of the Purchase Agreement without consummation of the Hotspot Acquisition., on June 30, 2016, if the conditions set forth in Section 4.01 and in the Second Amendment have not been satisfied by such time.    Incremental Term Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement.

(b)           Upon at least three Business Days’ prior irrevocable (subject to the last sentence of this Section 2.09(b)) written, fax or other electronically transmitted notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the aggregate outstanding amount of the Revolving Loans at the time.  A notice of termination or reduction may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(c)           Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments.  The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders, on the date of each termination or reduction of the Revolving Credit Commitments, the Applicable Facility Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

SECTION 2.10.          Conversion and Continuation of Borrowings.  The Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00 (noon), New York City time, on the day of conversion (which must be a Business Day), to convert any Eurodollar Borrowing that is not an Alternative Currency Revolving Credit Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period and (c) not later than 12:00 (noon), New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period, subject in each case to the following:

(i)            each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

(ii)           if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

41

(iii)          each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;

(iv)          if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

(v)           any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing;

(vi)          any portion of a Eurodollar Borrowing that cannot be converted into or continued as a Eurodollar Borrowing by reason of the immediately preceding clause, shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing (and, in the case of an Alternative Currency Revolving Credit Borrowing, be automatically denominated into Dollars in the amount of the Dollar Amount thereof in accordance with Section 2.25);

(vii)         no Interest Period may be selected for any Eurodollar Term Borrowing that would end later than a Repayment Date or an Incremental Term Loan Repayment Date, as the case may be, occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (a) the Eurodollar Term Borrowings of the applicable Class with Interest Periods ending on or prior to such Repayment Date or Incremental Term Loan Repayment Date, as the case may be, and (b) the ABR Term Borrowings of the applicable Class would not be at least equal to the principal amount of Term Borrowings to be paid on such Repayment Date or Incremental Term Loan Repayment Date, as the case may be; and

(viii)        upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of an Event of Default, no outstanding Loan denominated in Dollars may be converted into, or continued as, a Eurodollar Loan until such time as the Administrative Agent shall, acting upon instructions of the Required Lenders, notify the Borrower otherwise.

Each notice pursuant to this Section 2.10, which shall be in writing, shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto.  If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing.  If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing (or, in the case of an Alternative Currency Revolving Credit Borrowing or a Term Borrowing, into a Eurodollar Borrowing with an Interest Period of one month).

42

SECTION 2.11.          Repayment of Term Borrowings.

(a)           (i)  Prior toFollowing the Acquisition ClosingSecond Amendment Date, the Borrower shall pay to the Administrative Agent, for the account of the Initial B-2 Term Loan Lenders, on the last Business Day of each March, June, September and December (beginning with the last Business Day of September 2016) (each such date being called a “Repayment Date”) an amount equal to 1.250.25% of the original principal amount of the Initial B-2 Term Loans made on the ClosingSecond Amendment Date (as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(e) and 2.22(d)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(ii) Following the Acquisition Closing Date, the Borrower shall repay to the Administrative Agent for the account of the B-2 Term Loan Lenders (which shall include, for the avoidance of doubt, the Lenders holding the Initial B-2 Term Loans and the Incremental B-2 Term Loans) on each Repayment Date, an aggregate principal amount equal to 1.875% of the product of (x) the sum of (I) the aggregate principal amount of all Initial B-2 Term Loans outstanding immediately prior to the Acquisition Closing Date and (II) the aggregate principal amount of Incremental B-2 Term Loans on the Acquisition Closing Date and (y) a fraction, the numerator of which is the aggregate principal amount of the Initial B-2 Term Loans funded on the Closing Date and the denominator of which is equal to the aggregate principal amount of Initial B-2 Term Loans outstanding immediately prior to the Acquisition Closing Date, after such product is rounded to the nearest full Dollar (as adjusted from time to time pursuant to section 2.11(b), 2.12, 2.13(e) and 2.22(d)) together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(iii) The Borrower shall repay to the Administrative Agent, for the account of the B-1 Term Loan Lenders,  on each Repayment Date beginning with the Repayment Date on or about the last day of the first full fiscal quarter after the Acquisition Closing Date, in an amount equal to 6.25% of the original principal amount of the B-1 Term Loans outstanding on the Acquisition Closing Date (as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(e) and 2.22(d)) together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b)           The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12, 2.13(e) and 2.22(d)) equal to the amount set forth for such date in the applicable Incremental Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(c)           In the event and on each occasion that the Term Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of a Term Loan, the installments payable on each Repayment Date or Incremental Term Loan Repayment Date, as applicable, shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination.

(d)           To the extent not previously paid, all Term Loans and Other Term Loans shall be due and payable on the Term Loan Maturity Date of such Term Loans and the Incremental Term Loan Maturity Date, respectively, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(e)           All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

43

SECTION 2.12.          Voluntary Prepayment.

(a)           Subject to the payment of any applicable premium as set forth in paragraph (d) below, the Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon (i) at least three Business Days’ prior written, fax or other electronically transmitted notice (or telephone notice promptly confirmed by written, fax or other electronically transmitted notice) in the case of Eurodollar Loans denominated in Dollars to the Administrative Agent before 12:00 (noon), New York City time, (ii) at least three Business Days’ prior written, fax or other electronically transmitted notice (or telephone notice promptly confirmed by written, fax or other electronically transmitted notice) in the case of Eurodollar Loans denominated in an Alternative Currency, to the Administrative Agent before 8:00 a.m., New York City time, or (iii) written, fax or other electronically transmitted notice (or telephone notice promptly confirmed by written, fax or other electronically transmitted notice) on or prior to the Business Day that is the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 (or £1,000,000 or €1,000,000, as applicable, in the case of prepayments of Alternative Currency Revolving Loans) and not less than $5,000,000 (or £3,000,000 or €3,000,000, as applicable, in the case of prepayments of Alternative Currency Revolving Loans). Each prepayment of principal of, and interest on, Alternative Currency Revolving Loans shall be made in the relevant Alternative Currency.

(b)           Voluntary prepayments of Term Loans pursuant to Section 2.12(a) shall be allocated among the Classes of outstanding Term Loans as specified by the Borrower and applied against the remaining scheduled installments of principal due in respect of such Term Loans under Section 2.11 as directed by the Borrower.

(c)           Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Term Loans, so long as no Default or Event of Default has occurred and is continuing, the Borrower may repurchase outstanding Term Loans pursuant to this Section 2.12(c) on the following basis:

(i)            Such assignment shall be effected pursuant to either (x) one or more auctions (each, an “Auction”) pursuant to the procedures described in clause (ii) below, which is open to all Term Lenders of the same Class on a pro rata basis or (y) an open market purchase so long as the aggregate principal amount of all Term Loans purchased pursuant to open market purchase does not exceed $50,000,000 (increasing on and after the Acquisition Closing Date to $60,000,000).60,000,000.

(ii)           In the case of an Auction described in clause (i)(x) above:

(A)          The Borrower may conduct an Auction to repurchase all or any portion of the Term Loans of a Class by providing written notice to the Administrative Agent (for distribution to the Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”).  Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), and (y) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;

44

(B)          In connection with any Auction, each Term Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “Reply Discount Price”), which must be within the Discount Range, and (y) a principal amount of Term Loans, which must be in increments of $1,000,000 or in an amount equal to the Term Lender’s entire remaining amount of such Loans (the “Reply Amount”).  Term Lenders may only submit one Return Bid per Auction.  In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance in a form reasonably acceptable to the Administrative Agent;

(C)          Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “Applicable Discount”) for the Auction, which will be the lowest Reply Discount Price for which the Borrower can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Borrower to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Borrower shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price.  The Borrower shall purchase Term Loans (or the respective portions thereof) from each Term Lender with a Reply Discount Price that is equal to or less than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided further that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent).  Each participating Term Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due; and

(D)          Once initiated by an Auction Notice, the Borrower may not withdraw an Auction without the consent of the Administrative Agent other than a Failed Auction.  Furthermore, in connection with any Auction, upon submission by a Term Lender of a Qualifying Bid, such Lender will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount.  Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrower; and

(iii)          The repurchases by the Borrower of Term Loans pursuant to this Section 2.12(c) shall be subject to the following conditions: (A) no Default or Event of Default has occurred or is continuing or would result therefrom, (B) as of the date of such repurchase the Borrower shall make a representation to the Lender assigning the Term Loan (unless the making of such representation is waived by such Lender) that it is not aware of any material non-public information with respect to the business of the Borrower or any of the Subsidiaries or their respective securities that (x) has not been disclosed to such Lender prior to such date and (y) if made public would reasonably be expected to have a material effect upon, or otherwise be material to, a Term Lender’s decision to assign the Term Loans to the Borrower (other than because such Term Lender does not wish to receive material non-public information with respect to the business of the Borrower or any of the

45

Subsidiaries), (C) any Term Loans repurchased pursuant to this Section 2.12(c) shall be automatically and permanently canceled upon acquisition thereof by the Borrower and (D) at the time of (and after giving effect to) any such repurchase no Revolving Loans shall be outstanding.

(d)           Each notice of prepayment pursuant to Section 2.12(a) shall specify (i) the prepayment date, (ii) the principal amount of each Borrowing (or portion thereof) to be prepaid, (iii) the currency in which the prepayment is to be denominated (prepayments being payable in the currency in which the applicable Loan was made) and (iv) the Class of Loans to be prepaid and the scheduled installment or installments of principal to which such prepayment is to be applied.  Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further, however, that the provisions of Section 2.16 shall apply with respect to any such revocation.  All prepayments under Section 2.12(a) shall be subject to Section 2.16 and, other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments, shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

(e)           In the event that, within the first twelvesix months of the Acquisition ClosingSecond Amendment Date, (i) all or a portion of the Term Loans are prepaid under Section 2.12(a) out of, or substantially concurrent with the receipt by the Borrower or any Subsidiary of, the proceeds of an issuance or incurrence of Indebtedness by the Borrower or any Subsidiary (including any replacement, refinancing or incremental term loan facility effected pursuant to an amendment of this Agreement, but other than any such issuance, refinancing or incurrence accomplished together with the substantially concurrent refinancing of all Credit Facilities hereunder in connection with a Change in Control) and the effective yield (as determined by the Administrative Agent consistent with generally accepted financial practice and, in any event, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees including any original issue discount for, and any upfront fees payable in connection with, such Indebtedness based on an assumed four-year weighted average life to maturity of such Indebtedness) payable generally to the lenders of such Indebtedness (but excluding the effect of any arrangement, structuring, syndication, commitment or other fees in connection therewith that are not shared with all providers of such Indebtedness), is, or upon satisfaction of specified conditions could be, lower than the effective yield in respect of such Term Loans (as determined by the Administrative Agent on the same basis) or (ii) a Term Lender is deemed a Non-Consenting Lender and must assign its Term Loans pursuant to Section 2.21 in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such Term Loans, then the Borrower shall pay a fee equal to 1.00% of, in the case of prepayments pursuant to clause (i), the lesser of (A) the aggregate principal amount so prepaid and (B) the aggregate principal amount of the Indebtedness so issued or incurred and, in the case of assignments pursuant to clause (ii), the aggregate principal amount so assigned, in each case to the Administrative Agent, for the account of the Lenders holding such Term Loans so prepaid or assigned, on the date of such prepayment or assignment.

SECTION 2.13.          Mandatory Prepayments.

(a)           In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings.  If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the aggregate outstanding Revolving Loans would exceed the Total Revolving Credit Commitment, then the

46

Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings in an amount sufficient to eliminate such excess.

(b)           Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto (including any Restricted Asset Sale Proceeds, as and when repatriated as provided below) to prepay outstanding Loans in accordance with Section 2.13(e).  Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided that the Borrower shall use its commercially reasonable efforts to repatriate any Restricted Asset Sale Proceeds as promptly as practicable following the date of such prepayment.  To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale.

(c)           No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a) (the “ECF Prepayment Date”), in each case commencing with the fiscal year ending December 31, 2014, the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (A) the ECF Percentage of Excess Cash Flow for such fiscal year then ended minus (B) voluntary prepayments of Term Loans and Revolving Loans under Section 2.12(a) made during such fiscal year but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and only to the extent that such prepayments do not occur in connection with a refinancing of such Indebtedness.  Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such fiscal year; provided that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of Restricted ECF as promptly as practicable following the ECF Prepayment Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.13(c)).  To the extent the Borrower does not so repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Term Loans in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable fiscal year on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.13(c).

(d)           In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or incurrence of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.13(e).

(e)           Mandatory prepayments of outstanding Term Loans pursuant to Sections 2.13(b), 2.13(c) and 2.13(d) shall be applied to the remaining scheduled installments of principal due in respect of the outstanding Term Loans, as directed by the Borrower; provided that prior to the Acquisition Closing Date, no mandatory prepayments pursuant to 2.13(b), 2.13(c) or 2.13(d) will be applied to the B-1 Term Loans or the Incremental B-2 Term Loans and otherwise in the event that more than one Class of Term Borrowings are outstanding at the time of such prepayment, the aggregate amount of such prepayment shall be allocated ratably among the Term Borrowings of each such Class (unless, with respect to Other Term Loans and Specified Refinancing Term Loans, the applicable Incremental Assumption Agreement or Refinancing Amendment, as the case may be, provides that such prepayment may be made on a more than ratable basis