FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (herein, the Amendment) is entered into as of September 12, 2019, by and among APEX CLEARING CORPORATION, a New York corporation (the Borrower), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the Agent).
A. The Borrower, the Lenders and the Agent entered into a certain Credit Agreement, dated as of September 13, 2018 (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 make certain other amendments to 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 defined term Termination Date appearing in Section 1.1 of the Credit Agreement shall be amended and restated to read in its entirety as follows:
Termination Date means the earliest to occur of: (i) September 10, 2020, (ii) the date upon which a Termination Event occurs, or (iii) the date upon which the Commitment is terminated in whole pursuant to Section 2.9, 9.2 or 9.3
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
2.1. The Borrower, the Lenders and the Agent shall have executed and delivered this Amendment.
2.2. The Agent shall have received good standing certificates for the Borrower, dated as of a date no earlier than 30 days prior to the date hereof, from the New York Secretary of State.
2.3. The Agent shall have received, for the ratable benefit of each Lender, an upfront fee equal to 0.10% of such Lenders Commitment on the date hereof.