BGC Partners, Inc. BGC Partners, L.P. New York, NY 10022 GFI Group Inc. New York, NY 10041Tender Offer Agreement • November 9th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Reference is made to (i) the Tender Offer Agreement by and among BGC Partners, Inc. (“BGCP”), BGC Partners, L.P. (“BGCP LP”) and GFI Group, Inc. (“GFI”), dated as of February 19, 2015 (the “TO Agreement”), (ii) the case captioned In re GFI Group Inc. Stockholder Litigation (C.A. No. 10136-VCL) (the “Delaware Action”), (iii) the case captioned Gross v. GFI Group, Inc. (No. 1:14-cv-09438-WHP) (the “New York Action”), (iv) the Support Agreement, dated as of July 30, 2014, by and among CME Group Inc. (“CME”), Jersey Partners Inc. (“JPI”), New JPI Inc., Michael Gooch, Colin Heffron and Nick Brown (the “Support Agreement”), and (v) the Memorandum of Understanding, dated as of the date hereof, by and among Mr. Gooch, Mr. Heffron, CME and the other parties thereto (the “MOU”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed such terms in the TO Agreement. The parties to this letter agreement wish to facilitate the settlement of the Delaware Action
GFI Group Inc., as Issuer, BGC Partners, Inc., as Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 4, 2015 TO THE INDENTURE Dated as of July 19, 2011First Supplemental Indenture • November 9th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 4, 2015, among GFI Group Inc., a Delaware corporation (the “Company”), BGC Partners, Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee, under the Indenture referred to below (the “Trustee”).
