Letter Agreement



 EXECUTION COPY 
 Exhibit 10.4 
 July 18, 2008 
 Letter Agreement 
  

	To:	The Lenders party to the Credit Agreement 

 referred to below 

	 	c/o	JPMorgan Chase Bank, N.A., as Administrative Agent 

 270 Park Avenue 
 New York, New York 10017 
 Ladies and Gentlemen: 
 Reference
is hereby made to that certain 5-Year Revolving Credit Facility, dated as of June 15, 2007 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among MF Global Finance USA Inc. (the
“Borrower”), a New York corporation, MF Global Ltd. (the “Parent”), a company organized under the laws of Bermuda, the Designated Subsidiary Borrowers and the Lenders party thereto, Citibank, N.A., as syndication
agent, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. Capitalized terms used and not otherwise defined in this letter (this “Letter Agreement”) shall have the meaning assigned to such term in
the Credit Agreement. 
 In order to induce certain of the Lenders to enter into a two year unsecured term
loan facility of up to $450,000,000 (the “New Credit Agreement”), the Borrower hereby agrees to pay each Lender, on a pro rata basis, additional interest or other compensation on the Loans of the Lenders from time to time outstanding, up to $500,000,000
in the aggregate of such Loans (the “Additional Interest”), of (i) 0.70% per annum on “Eurocurrency Loans” and “Fed Funds Loans” for Category 1, (ii) 0.90% per annum on
“Eurocurrency Loans” and “Fed Funds Loans” for Category 2, (iii) 1.10% per annum on “Eurocurrency Loans” and “Fed Funds Loans” and 0.10% per annum for “ABR Loans” for Category
3, (iv) 1.50% per annum on “Eurocurrency Loans” and “Fed Funds Loans” and 0.50% per annum on “ABR Loans” for Category 4 and (v) 1.85% per annum on “Eurocurrency
Loans” and “Fed Funds Loans” and 0.85% per annum on “ABR Loans” for Category 5. The Additional Interest shall be payable on each date on which the facility fee is payable and shall be payable, first, on Loans
comprising Eurocurrency Borrowings and Fed Funds Borrowings, and second (only to the extent such Eurocurrency Borrowings and Fed Funds Borrowings are not equal to at least $500,000,000), on Loans comprising ABR Borrowings. Payments of
Additional Interest shall be made to the Administrative Agent for distribution to the Lenders. Failure by the Borrower to pay Additional Interest to the Lenders under this Letter Agreement shall be considered to be an Event of Default pursuant to
Article VII of the Credit Agreement. 
 This Letter Agreement constitutes a legal, valid and binding obligation of each party
enforceable against each party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability
may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 








 2 
  

 This Letter Agreement shall be effective as of the borrowing under the New Credit Agreement
and shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Lenders. No party’s rights or obligations hereunder or any
interest therein may be assigned or delegated by any party without the prior written consent of all the Lenders. 
 THIS LETTER
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 This Letter Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the same instrument. This Letter Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Administrative
Agent of written or telephonic notification of such execution and authorization of delivery thereof. 
 [Signature pages
follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly
executed and delivered by their respective officers duly authorized as of the date first written above. 
  

					
	MF GLOBAL FINANCE USA INC.,
	as Borrower
		
	By	 	 /s/ Simon P. Moreton

		 	Name:	 	SIMON P. MORETON
		 	Title:	 	VICE PRESIDENT
	
	 MF GLOBAL FINANCE EUROPE LIMITED,
 as a Designated Subsidiary Borrower

		
	By	 	 /s/ Simon P. Moreton

		 	Name:	 	SIMON P. MORETON
		 	Title:	 	DIRECTOR
	
	MF GLOBAL LTD.
		
	By	 	 /s/ Randy MacDonald

		 	Name:	 	RANDY MACDONALD
		 	Title:	 	CHIEF FINANCIAL OFFICER


 [SIGNATURE PAGE TO LETTER AGREEMENT] 







 Acknowledged and Agreed to: 
  

					
	JPMORGAN CHASE BANK, N.A.,
	as a Lender and as Administrative Agent
		
	By:	 	 /s/ Henry E. Steuart

		 	Name:	 	HENRY E. STEUART
		 	Title:	 	EXECUTIVE DIRECTOR

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	CITIBANK N.A.,
	as a Lender and as Syndication Agent
		
	By:	 	 /s/ Maureen P. Maroney

		 	Name:	 	Maureen P. Maroney
		 	Title:	 	Authorized Signatory

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	BANK OF AMERICA, N.A.,
	as a Lender and as Documentation Agent
		
	By:	 	 /s/ William J. Coupe

		 	Name:	 	William J. Coupe
		 	Title:	 	Senior Vice President

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	CALYON, NEW YORK BRANCH,
	as a Lender and as Documentation Agent
		
	By:	 	 /s/ Sebastian Rocco

		 	Name:	 	Sebastian Rocco
		 	Title:	 	Managing Director
		
	By:	 	 /s/ William S. Denton

		 	Name:	 	William S. Denton
		 	Title:	 	Managing Director

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	HSBC BANK USA, N.A.,
	as a Lender and as Documentation Agent
		
	By:	 	 /s/ Joseph Traveglione

		 	Name:	 	Joseph Traveglione
		 	Title:	 	Senior Vice President

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	MORGAN STANLEY BANK,
	as a Lender
		
	By:	 	 /s/ Daniel Twenge

		 	Name:	 	Daniel Twenge
		 	Title:	 	Authorized Signatory

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	NATIONAL AUSTRALIA BANK LIMITED,
	as a Lender
		
	By:	 	 /s/ Rosemarie DiCanto

		 	Name:	 	Rosemarie DiCanto
		 	Title:	 	Director

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	ABN AMRO Bank N.V.,
	as a Lender
		
	By:	 	 /s/ Andrew C. Salerno

		 	Name:	 	Andrew C. Salerno
		 	Title:	 	Director
		
	By:	 	 /s/ Nancy C. Beebe

		 	Name:	 	Nancy C. Beebe
		 	Title:	 	Senior Vice President

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	BANK OF MONTREAL, CHICAGO BRANCH,
	as a Lender
		
	By:	 	 /s/ Cecilia T. VanGetson

		 	Name:	 	Cecilia T. VanGetson
		 	Title:	 	Vice President

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	FORTIS CAPITAL CORP.,
	as a Lender
		
	By:	 	 /s/ Barry Chung

		 	Name:	 	BARRY K. CHUNG
		 	Title:	 	DIRECTOR
		
	By:	 	 /s/ Michael V.M. Van Der Voort

		 	Name:	 	MICHIEL V.M. VAN DER VOORT
		 	Title:	 	Managing Director

 [SIGNATURE PAGE TO LETTER AGREEMENT] 








					
	LEHMAN COMMERCIAL PAPER INC.,
	as a Lender
		
	By:	 	 /s/ Janine M. Shugan

		 	Name:	 	Janine M. Shugan
		 	Title:	 	Authorized Signatory

 [SIGNATURE PAGE TO LETTER AGREEMENT]