0001047469-09-005354 Sample Contracts

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2009 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This AMENDMENT NO. 2 (this “Amendment”) to that certain Employment Agreement, dated as of August 20, 2008, as amended (the “Agreement”), by and between GFI Group Inc., a Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on March 30, 2009 (the “Amendment Effective Date”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2009 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 28, 2009 (the “Agreement”) is entered into among GFI GROUP INC., a Delaware corporation (“GFI”), GFI HOLDINGS LIMITED, a company incorporated under the laws of England and Wales (the “Foreign Borrower”; together with GFI, the “Borrowers”), the Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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