Refco Inc. Sample Contracts

Refco Finance Holdings LLC Refco Finance Inc. 9% Senior Subordinated Notes Due 2012 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

Refco Finance Holdings LLC, a Delaware limited liability company and Refco Finance Inc., a Delaware corporation (together with Refco Finance Holdings LLC, the "Issuers"), propose to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC and Deutsche Bank Securities Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated July 22, 2004 (the "Purchase Agreement"), $600,000,000 principal amount of their 9% Senior Subordinated Notes Due 2012 (the "Initial Securities") to be unconditionally guaranteed (the "Guaranties") immediately following the Merger (as defined in the Purchase Agreement) by the entities set forth on Schedule A hereto (the "Guarantors" and together with the Issuers, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of August 5, 2004 (the "Indenture"), among the Issuers and Wells Fargo Bank, National Association, as trustee (the "Trustee"). As an inducement to the

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Exhibit 99.2 EXECUTION COPY MEMORANDUM OF UNDERSTANDING October 17, 2005 CONFIDENTIAL ------------ Refco, Inc. Refco Global Futures, LLC One World Financial Center 200 Liberty Street, Tower A New York, NY 10281 Attention: Scott Schoen Dear Scott: This...
Refco Inc. • October 18th, 2005 • Security & commodity brokers, dealers, exchanges & services • New York
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by and among Man Financial Inc., as Buyer, and Refco Inc.,
Acquisition Agreement • November 17th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York
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RESTRICTED UNIT AGREEMENT
Restricted Unit Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Restricted Unit Agreement (this "Agreement") is made as of this 5th day of August, 2004 (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.

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Shares Refco Inc. Common Stock UNDERWRITING AGREEMENT
Refco Inc. • August 8th, 2005 • Security & commodity brokers, dealers, exchanges & services • New York

Credit Suisse First Boston LLC Goldman, Sachs & Co. Banc of America Securities LLC As Representatives of the Several Underwriters, c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629

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EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • May 27th, 2005 • Refco Inc. • 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).

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RESTRICTED UNIT AGREEMENT
Restricted Unit Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Restricted Unit Agreement (this “Agreement”) is made as of the 19th day of November, 2004 (the “Effective Date”) between New Refco Group Ltd., LLC, a Delaware limited liability company (the “Company”), and the undersigned manager (the “Grantee”). Certain capitalized terms used herein are defined in Section 7 hereof.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of [ ], 2005 (this “Agreement”), is among Thomas H. Lee Parallel Fund V, L.P., a Delaware limited partnership (“Stockholder”), THL Refco Blocker Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of Stockholder (“Merger Co.”), and Refco Inc., a Delaware corporation (the “Company”).

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EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT BY AND BETWEEN REFCO GROUP LTD., LLC AND WILLIAM M. SEXTON JULY 30, 2004
Non-Competition Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement"), dated as of July 30, 2004, by and between REFCO GROUP LTD., LLC, a Delaware limited liability company (the "Company"), and William M. Sexton (the "Executive"), shall become effective upon the Effective Date (as defined below).

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SECURITY AGREEMENT Dated August 5, 2004 From The Grantors referred to herein, as Grantors to BANK OF AMERICA, N.A., as Administrative Agent
Security Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

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PURCHASE AND SALE AGREEMENT by and between REFCO GROUP LTD., LLC (as “Purchaser”), and CARGILL, INCORPORATED (as “Parent”) June 21, 2005
Purchase and Sale Agreement • July 1st, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 21st day of June, 2005, by and between Refco Group Ltd., LLC, a Delaware limited liability company (“Purchaser”), and Cargill, Incorporated, a Delaware corporation (the “Parent”). Certain capitalized terms used herein are defined in Article I.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 27th, 2005 • Refco Inc. • 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.

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Assumption Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

ASSUMPTION AGREEMENT, dated as of August 5, 2004, made by REFCO GROUP LTD., LLC, a Delaware limited liability company ("Refco"), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders (as defined below) party to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meanings given to them in such Credit Agreement.

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CREDIT AGREEMENT Dated as of August 5, 2004 among REFCO FINANCE HOLDINGS LLC, as Borrower NEW REFCO GROUP LTD., LLC, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer THE OTHER LENDERS PARTY HERETO BANC OF AMERICA...
Assignment and Assumption • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This CREDIT AGREEMENT ("Agreement") is entered into as of August 5, 2004, among REFCO FINANCE HOLDINGS LLC, a Delaware limited liability company (the "Company"), NEW REFCO GROUP LTD., LLC, a Delaware limited liability company ("Holdings"), each lender from time to time party hereto (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.

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SECURITY AGREEMENT SUPPLEMENT August 5, 2004
Security Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

Bank of America, N.A., as the Administrative Agent for the Secured Parties referred to in the Credit Agreement referred to below

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SUBSIDIARY GUARANTY Dated as of August 5, 2004 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Refco Inc. • May 27th, 2005 • Security & commodity brokers, dealers, exchanges & services • New York
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FIRST AMENDMENT TO EQUITY PURCHASE AND MERGER AGREEMENT
Equity Purchase and Merger Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services

This First Amendment to Equity Purchase and Merger Agreement (this "Amendment"), dated as of July 9, 2004, is made by and among Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), THL Refco Acquisition Partners, a Delaware general partnership (the "Buyer"), Refco Merger LLC, a Delaware limited liability company ("Merger Company" and, collectively with the Company, RGHI and Buyer, the "Original Parties"), and New Refco Group Ltd., LLC, a Delaware limited liability company ("New Refco").

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EQUITY PURCHASE AND MERGER AGREEMENT AMONG REFCO GROUP LTD., LLC, REFCO GROUP HOLDINGS, INC., THL REFCO ACQUISITION PARTNERS AND REFCO MERGER LLC DATED AS OF JUNE 8, 2004
Equity Purchase and Merger Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS EQUITY PURCHASE AND MERGER AGREEMENT (this "Agreement"), dated as of June 8, 2004, is made by and among Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), THL Refco Acquisition Partners, a Delaware general partnership (the "Buyer") and Refco Merger LLC, a Delaware limited liability company ("Merger Company"). In addition, (i) Alinea Holding GmbH ("BAWAG") is a party to the Agreement solely for purposes of Section 5.13, and (ii) Phillip R. Bennett and Tone Grant are parties to this Agreement solely for purposes of Section 9.12. The Company, RGHI, the Buyer and Merger Company shall be referred to herein from time to time collectively as the "Parties" and individually as a "Party."

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PARENT GUARANTY Dated as of August 5, 2004 From NEW REFCO GROUP LTD., LLC. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Refco Inc. • May 27th, 2005 • Security & commodity brokers, dealers, exchanges & services • New York
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EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT BY AND BETWEEN REFCO GROUP LTD., LLC AND DENNIS KLEJNA JULY 30, 2004
Employment and Non-Competition Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of July 30, 2004, by and between REFCO GROUP LTD., LLC, a Delaware limited liability company (the “Company”), and Dennis Klejna (the “Executive”), shall become effective upon the Effective Date (as defined below).

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ESCROW AGREEMENT
Escrow Agreement • May 27th, 2005 • Refco Inc. • 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").

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SECURITYHOLDERS AGREEMENT Dated August 5, 2004 Among NEW REFCO GROUP LTD., LLC AND THE OTHER PARTIES HERETO
Ii Securityholders Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS SECURITYHOLDERS AGREEMENT (this "Agreement") is entered into as of August 5, 2004 by and among (i) New Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), (ii) Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), (iii) THL Refco Acquisition Partners and certain other Affiliates of Thomas H. Lee Partners, L.P. as identified on the signature pages hereto that become a holder of Units, (each, a "THL Holder" and collectively "THL"), (iv) the Limited Partners or Affiliates of Limited Partners who are parties to this Agreement (each, a "THL Limited Partner"), (v) the executive employees of the Company who have purchased Class A Common Units and who are identified as Executive Investors on the signature pages hereto (each, an "Executive Investor" and, collectively, the "Executive Investors"), and (v) the initial parties to this Agreement who are identified as Employees on the signature pages hereto (each, an "Employee," collectively, the "Employees"). RGH

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First Supplemental Indenture • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 5, 2004 (this "First Supplemental Indenture"), is by and among Refco Finance Inc., a Delaware corporation, Refco Group Ltd., LLC, a Delaware limited liability company ("Group Ltd."), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee").

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ASSIGNMENT AND CONTRIBUTION AGREEMENT
Assignment and Contribution Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This ASSIGNMENT AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2005, is entered into by and among Refco Inc., a Delaware corporation (“Holdings”), and the other persons or entities listed on the signature pages hereto (the “Contributing Holders”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Restricted Stock Agreement (this "Agreement") is made as of the day of , 2005 (the "Effective Date") between Refco Inc., a Delaware corporation (the "Company"), and the undersigned director (the "Grantee"). Certain capitalized terms used herein are defined in Section 7 hereof or the Refco Inc. 2005 Stock Incentive Plan (the "Plan").

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated , 2005 Among REFCO INC., NEW REFCO GROUP LTD., LLC AND THE OTHER PARTIES HERETO
Stockholders Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of , 2005, by and among (i) Refco Inc., a Delaware corporation ("Refco" or the "Company"), (ii) New Refco Group Ltd., LLC, a Delaware limited liability company ("Refco Group"), (iii) Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), (iv) the Phillip R. Bennett Three Year Annuity Trust (the "Trust"), (v) the Affiliates of Thomas H. Lee Partners, L.P. as identified on the signature pages hereto (each, a "THL Holder" and collectively "THL"), (vi) the Limited Partners or Affiliates of Limited Partners who are parties to this Agreement (each a "THL Limited Partner"), (vii) the management employees of the Company who are identified on the signature pages hereto (the "Management Stockholders") and (viii) the independent directors of the Company signatory hereto. RGHI, the Trust, THL, and the THL Limited Partners are collectively referred to herein as the "Investors." The Investors and each other

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 8th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Restricted Stock Agreement (this "Agreement") is made as of the day of , 2005 (the "Effective Date") between Refco Inc., a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 7 hereof or the Refco Inc. 2005 Stock Incentive Plan (the "Plan").

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MANAGEMENT AGREEMENT
Management Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Management Agreement (this "Agreement") is entered into as of the 5th day of August, by and between New Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), Refco Group Ltd., LLC, a Delaware limited liability company ("Refco"), and THL Managers V, LLC, a Delaware limited liability company (the "Sponsor").

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