Exhibit 10.1

 

EXECUTION VERSION

 

FOURTH AMENDMENT TO CREDIT AGREEMENT

 

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 30, 2015 (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).

 

RECITALS

 

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated as of December 20, 2010 (as amended by that certain First Amendment to Credit Agreement and Consent dated as of March 6, 2013, that certain Second Amendment to Credit Agreement dated as of July 28, 2014, that certain Third Amendment to Credit Agreement dated as of February 27, 2015 and as further amended or modified from time to time prior to the date hereof, the “Credit Agreement”); and

 

WHEREAS, the Borrowers have requested and the Required Lenders have agreed to amend certain terms of the Credit Agreement as set forth below.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Amendment to the Credit Agreement.  Section 8.11(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

 

(a)                                 Consolidated Capital.  Permit Consolidated Capital at any time to be less than $215,000,000; provided that such minimum amount shall be increased at the end of each fiscal quarter of GFI, commencing with the fiscal quarter ending June 30, 2015, on a cumulative basis by an amount equal to 35% of Consolidated Net Income (to the extent positive) for such period; provided, further, that, notwithstanding the foregoing, in no event shall Consolidated Capital be required to be greater than $450,000,000 under this Section 8.11(a).

 

2.                                      Conditions Precedent.  This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, the Guarantors and the Required Lenders.

 

3.                                      Miscellaneous.

 

(a)                                 The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

 

(b)                                 Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

 











 

(c)                                  The Borrowers and the Guarantors hereby represent and warrant as follows:

 

(i)                                     Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

 

(ii)                                  This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable against it in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

 

(iii)                               No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement other than those which have been obtained and are in full force and effect.

 

(iv)                              The representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date.

 

(v)                                 No event has occurred and is continuing which constitutes a Default or an Event of Default.

 

(d)                                 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

 

(e)            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

 

	
GFI:
    	
GFI GROUP INC.,
    
	
 
    	
a Delaware   corporation, as a Borrower and, with

respect to the Foreign   Obligations, as a Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
FOREIGN BORROWER:
    	
GFI HOLDINGS LIMITED,
    
	
 
    	
a company   incorporated under the

laws of England and   Wales
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
DOMESTIC GUARANTORS:
    	
GFI GROUP LLC,
    
	
 
    	
a New York limited   liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
GFINET INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
GFI MARKETS LLC,
    
	
 
    	
a Delaware limited   liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
FENICS SOFTWARE INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
							


 

GFI GROUP INC.

FOURTH AMENDMENT TO CREDIT AGREEMENT

 











 

	
FOREIGN GUARANTORS:
    	
FENICS LIMITED,
    
	
 
    	
a company incorporated under   the
    
	
 
    	
laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
FENICS SOFTWARE   LIMITED,
    
	
 
    	
a company incorporated under   the
    
	
 
    	
laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
GFINET EUROPE LIMITED,
    
	
 
    	
a company incorporated   under the

laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
GFI TP LTD.,
    
	
 
    	
a company incorporated   under the

laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
GFI MARKETS LTD.,
    
	
 
    	
a company incorporated   under the

laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
GFI NEWGATE LIMITED,
    	
 
    
	
 
    	
a company incorporated under   the
    
	
 
    	
laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
						


 

GFI GROUP INC.

FOURTH AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
TRAYPORT, LTD.,
    
	
 
    	
a company incorporated under   the
    
	
 
    	
laws of England and   Wales
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James A. Peers
    	
 
    
	
 
    	
Name:
    	
James A. Peers
    
	
 
    	
Title:
    	
Chief Financial Officer
    
					


 

GFI GROUP INC.

FOURTH AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    
	
AGENT:
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as Administrative Agent
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Shubhashis De
    	
 
    
	
 
    	
Name:
    	
 Shubhashis De
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as a Lender and an L/C   Issuer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Shubhashis De
    	
 
    
	
 
    	
Name:
    	
 Shubhashis De
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BANK OF   MONTREAL,

as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
Bank of Montreal –   Chicago Branch
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nicholas Buckingham
    	
 
    
	
 
    	
Name:
    	
 Nicholas Buckingham
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Bank of Montreal –   London Branch
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lisa Rodriguez
    	
 
    
	
 
    	
Name:
    	
 Lisa Rodriguez
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE ROYAL BANK   OF SCOTLAND PLC,

as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nick Armstrong
    	
 
    
	
 
    	
Name:
    	
 Nick Armstrong
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
JPMORGAN CHASE   BANK, N.A.,

as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
								


 

GFI GROUP INC.

FOURTH AMENDMENT TO CREDIT AGREEMENT