SUBSIDIARY GUARANTY AGREEMENT Dated as of January 30, 2008 from THE SUBSIDIARY GUARANTORS NAMED HEREIN for the benefit of THE HOLDERS OF THE NOTES RE: $60,000,000 7.17% SENIOR NOTES DUE JANUARY 30, 2013 OF GFI GROUP INC.Subsidiary Guaranty Agreement • February 4th, 2008 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services
DOMESTIC PLEDGE AGREEMENTPledge Agreement • February 4th, 2008 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS DOMESTIC PLEDGE AGREEMENT (as amended and modified from time to time, this “Domestic Pledge Agreement”) dated as of January 30, 2008 is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as collateral agent under the Intercreditor Agreement (defined below) (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations (defined below).
DOMESTIC SECURITY AGREEMENTDomestic Security Agreement • February 4th, 2008 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS DOMESTIC SECURITY AGREEMENT (as amended and modified from time to time, this “Domestic Security Agreement”) dated as of January 30, 2008 is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as collateral agent under the Intercreditor Agreement (defined below) (in such capacity, the “Collateral Agent”) for the holders of the Secured Obligations referenced below.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 4th, 2008 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
GFI GROUP INC., a Delaware corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 4th, 2008 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of January 29, 2008 (this “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).
