SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein, the Amendment) entered into as of October 14, 2019, is by and among MARKETAXESS HOLDINGS INC. (the Borrower), the Lenders party hereto and JPMORGAN CHASE BANK, N.A (the Administrative Agent).
A. The Borrower, the Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as October 30, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof including pursuant to that certain Omnibus Amendment dated as of October 19, 2017, the Existing Credit Agreement).
B. The Borrower has requested that the Lenders amend the Existing Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.
C. The Existing Credit Agreement as amended by this Amendment is hereinafter referred to as the Credit Agreement. Any capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE EXISTING CREDIT AGREEMENT.
Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement shall be and hereby is amended as follows:
1.1. Each of the following defined terms appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety and as so amended and restated shall read as follows:
Broker-Dealer Subsidiary means any Subsidiary that (a) is a registered broker and/or dealer or other regulated investment firm or trading platform under the Securities Exchange Act or under any similar foreign law or regulatory regime established for the registration of brokers and/or dealers or trading platform of securities and/or (b) is required to be registered under the Commodity Exchange Act or under any similar regulatory regime established for the registration of operators, merchants, brokers and/or dealers of commodities, including, but not limited to, future commissions merchants, introducing brokers and commodity pool operators. For the avoidance of doubt, MarketAxess Corporation, MarketAxess Europe Limited, MarketAxess Plataforma de Negociação Ltda., MarketAxess SEF Corporation, MarketAxess Capital Limited and MarketAxess Singapore PTE Limited are Broker-Dealer Subsidiaries.