RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • April 5th, 2005 • Refco Global Capital Management LLC • Security & commodity brokers, dealers, exchanges & services • New York
This Restricted Unit Agreement (this “Agreement”) is made as of the day of , 200 (the “Effective Date”) between New Refco Group Ltd., LLC, a Delaware limited liability company (the “Company”), and the undersigned employee (the “Employee”). Certain capitalized terms used herein are defined in Section 7 hereof.
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENTExecutive Employment and Non-Competition Agreement • April 5th, 2005 • Refco Global Capital Management LLC • Security & commodity brokers, dealers, exchanges & services • New York
This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement"), dated as of December 6, 2004, by and between REFCO GROUP LTD., LLC, a Delaware limited liability company (the "Company"), and Gerald M. Sherer (the "Executive"), shall become effective upon the Effective Date (as defined below).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 5th, 2005 • Refco Global Capital Management LLC • Security & commodity brokers, dealers, exchanges & services • New York
AMENDMENT dated as of March 15, 2005 (this “Amendment”) to the Credit Agreement dated as of August 5, 2004 (the “Credit Agreement”) among REFCO GROUP LTD., LLC, a Delaware limited liability company and successor by merger to REFCO FINANCE HOLDINGS LLC (the “Borrower”), NEW REFCO GROUP LTD., LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, and DEUTSCHE BANK SECURITIES INC., as co-lead arrangers and joint book running managers, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Syndication Agent, DEUTSCHE BANK SECURITIES INC., as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ESCROW AGREEMENTEscrow Agreement • April 5th, 2005 • Refco Global Capital Management LLC • Security & commodity brokers, dealers, exchanges & services • New York
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time and including any and all written instructions given to the "Escrow Agent" (hereinafter defined) pursuant hereto, this "Escrow Agreement") is made and entered into as of August 5, 2004 by and among New Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), and THL Refco Acquisition Partners ("THL", and together with the Company and RGHI, sometimes referred to herein collectively as the "Other Parties"), and HSBC Bank USA, National Association, a national banking corporation in New York City, New York County, New York (the "Bank").
