Eleventh Amendment to Amended and Restated Credit Agreement entered into as of September 13, 2017 with Bank of Montreal, as Administrative Agent, and BMO Harris Financing, Inc., as a lender party thereto

This Eleventh Amendment to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of September 13, 2017, by and among INTL FCStone Financial Inc., a Florida corporation (“Borrower”), the Guarantors party to this Amendment, the financial institutions party to this Amendment, as lenders (the “Lenders”), and Bank of Montreal, as administrative agent (the “Administrative Agent”).

A.     The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a certain Amended and Restated Credit Agreement dated as of June 21, 2010, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

B.     The Borrower has requested that the Lenders amend the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    AMENDMENT.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

1.1     Section 8.7(g) of the Credit Agreement shall be amended and restated to read in its entirety as follows:

(g)     (i) Indebtedness of the Borrower owing to Bank of New York Mellon Corporation (“BONY”) so long as such Indebtedness is repaid within one Business Day and the amount outstanding of such Indebtedness shall not exceed $30,000,000 in the aggregate at any one time, and (ii) Indebtedness of the Borrower owing to BONY in connection with the financing of securities and other financial instruments bought or sold in the normal day to day conduct of the Borrower’s or any Subsidiary’s business, including but not limited to any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments;

1.2. Section 8.8(e) of the Credit Agreement shall be amended and restated to read in its entirety as follows:

(e)     (i) Liens created solely for the purpose of securing indebtedness permitted by Section 8.7(f) hereof; and (ii) Liens securing Indebtedness permitted under Section 8.8(g)(ii); provided, that no such Lien shall extend to or cover other Property of the Borrower or any Subsidiary other than the securities and other financial instruments being financed by such Indebtedness;

SECTION 2. CONDITIONS PRECEDENT.

This Amendment shall become effective upon satisfaction of all of the following conditions precedent:

2.1.     The Borrower, the Guarantors, the Lenders and the Administrative Agent shall have executed and delivered this Amendment.

2.2.     Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.

SECTION 3. REPRESENTATIONS.

In order to induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Administrative Agent and the Lenders that as of the date hereof (a) the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects (except to the extent that such representations and warranties relate to an earlier date) and (b) it is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4. MISCELLANEOUS.

4.1.     Except as specifically amended herein, the Credit Agreement, including without limitation the Guarantees set forth in Section 11 thereof and the Notes issued pursuant to Section 1.9 thereof, shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

4.2.     The Borrower agrees to pay on demand all out of pocket costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Administrative Agent.

4.3.     This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by telecopy or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as an original. This Amendment shall be governed by the internal laws of the State of Illinois.