Refco Finance Holdings LLC Refco Finance Inc. 9% Senior Subordinated Notes Due 2012 REGISTRATION RIGHTS AGREEMENTRegistration 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
RESTRICTED UNIT AGREEMENTRestricted 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.
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT BY AND BETWEEN REFCO GROUP LTD., LLC AND WILLIAM M. SEXTON JULY 30, 2004Executive 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 William M. Sexton (the "Executive"), shall become effective upon the Effective Date (as defined below).
RESTRICTED UNIT AGREEMENTRestricted 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.
SECURITYHOLDERS AGREEMENT Dated August 5, 2004 Among NEW REFCO GROUP LTD., LLC AND THE OTHER PARTIES HERETOSecurityholders 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
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...Credit Agreement • 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.
SECURITY AGREEMENT Dated August 5, 2004 From The Grantors referred to herein, as Grantors to BANK OF AMERICA, N.A., as Administrative AgentSecurity 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit 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.
QuickLinks -- Click here to rapidly navigate through this documentAssumption 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.
SECURITY AGREEMENT SUPPLEMENT August 5, 2004Security Agreement Supplement • 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
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 HEREINSubsidiary Guaranty • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York
FIRST AMENDMENT TO EQUITY PURCHASE AND MERGER AGREEMENTEquity 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").
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, 2004Equity 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."
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 HEREINParent Guaranty • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • New York
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT BY AND BETWEEN REFCO GROUP LTD., LLC AND DENNIS KLEJNA JULY 30, 2004Executive 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).
ESCROW AGREEMENTEscrow 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").
QuickLinks -- Click here to rapidly navigate through this documentFirst 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").
MANAGEMENT AGREEMENTManagement 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").
