FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of December 11, 2019, among BGC PARTNERS, INC., a Delaware corporation (the Borrower), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (defined herein).
WHEREAS, the Borrower, the Guarantors from time to time party thereto, each of the Persons identified as a Lender on the signature pages thereto and each other Person that becomes a lender in accordance with the Credit Agreement (together with their successors and assigns, the Lenders) and the Administrative Agent are parties to that certain Credit Agreement dated as of November 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by this Amendment, the Credit Agreement);
WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to so consent and make such amendments to the Credit Agreement, in each case, in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to the Credit Agreement. Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended as follows:
(a) The cover page of the Credit Agreement is amended to replace the reference to MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED with BOFA SECURITIES, INC.
(b) The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
BHC Act Affiliate of a party means an affiliate (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
BofA Securities means BofA Securities, Inc.
Covered Entity means any of the following: (a) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (c) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
Covered Party has the meaning specified in Section 11.20.