Exhibit
10.3.2


 


Supplemental Debenture


 


 


Dated     February 24, 2006


 


 


GFI Holdings Limited


(and others as Chargors)


 


Bank of America, N.A.


(as Administrative Agent)


 

















 


Contents


 


	
  1

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Creation of security

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Security to be included in Debenture

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Further assurances

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Continuing Debenture

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Effect as a Deed

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Counterparts

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Provisions severable

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Further provisions

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1 – The Chargors

  	
  4

  
	
   

  	
   

  
	
  Schedule 2 – Further Group Shares

  	
  5

  



 

















 


Deed


 


Dated February 24, 2006


 


Between


 


(1)                                 The companies identified in Schedule 1 (each a Chargor and together the Chargors); and


 


(2)                                 Bank of America, N.A. as agent and trustee for the Secured Parties (the Administrative Agent) which expression
shall include all successor Administrative Agents appointed from time to time.


 


Recitals


 


A                                     This Deed is supplemental to a debenture dated 23 August 2004 (the Debenture) between the Chargors and the
Administrative Agent.


 


B                                       This Deed is a Foreign Security Agreement as defined in that certain
credit agreement entered into as of 23 August 2004 as amended and restated
pursuant to the amended and restated credit agreement dated on or about the
date of this Deed (the Credit Agreement)
among GFI Group, Inc., a Delaware corporation, GFI Holdings Limited, a company
incorporated in England and Wales, the Guarantors identified therein, the
Lenders identified therein and Bank of America, N.A. as Administrative Agent.


 


It is agreed


 


1                                        Definitions


 


Words and expressions defined in the Debenture shall
have the same meanings in this Deed unless they are expressly defined in it
and, in addition, in this Deed:


 


Further Group Shares means the shares referred to in Schedule 2 (Further Group Shares) not otherwise mortgaged or charged
pursuant to the Debenture.


 


Further Related Rights means all dividends and other distributions paid or payable after
today’s date in respect of all or any Further Group Shares or Investments and
all stocks, shares, securities (and the dividends or interest on them), rights,
money or property accruing or offered at any time by way of redemption, bonus,
preference, option rights or otherwise to or in respect of them or in
substitution or exchange for any of them.


 


Further Security Shares means the Further Group Shares
and the Investments (in each case) together with their Further Related Rights
and, in the case of a particular Chargor, means such of the Further Group
Shares and Investments as are held by it at the relevant time together with their
Further Related Rights.


 


Investments all or any stocks, shares (other than any Group Shares or Further
Group Shares), bonds and securities of any kind (marketable or otherwise),
negotiable instruments and warrants and any other financial instruments (as defined
in the Regulations).


 


Regulations means the Financial Collateral Arrangements (No 2) Regulations 2003
(S.I. 2003/3226) or equivalent legislation in any applicable jurisdiction
bringing into effect Directive 2002/47/EC on financial collateral arrangements,
and Regulation means any of them.


 


1

















 


2                                        Creation of security


 


2.1                              Further Group Shares


 


The Chargors mortgage or (if or to the extent that this Deed does not
take effect as a mortgage) charge by way of fixed charge:


 


(a)           the
Further Group Shares; and


 


(b)           all
related Further Related Rights,


 


PROVIDED THAT:


 


(i)                                    until the occurrence of an Enforcement Event, all dividends and
other distributions paid or payable as referred to in paragraph (b) above may
be paid directly to the relevant Chargor (in which case the Administrative
Agent or its nominee shall execute any necessary dividend mandate) and, if paid
directly to the Administrative Agent shall be paid promptly by it to the
relevant Chargor; and


 


(ii)                                 subject to clause 5.4.3 of the Debenture until the occurrence of an
Enforcement Event, all voting rights attaching to the relevant Further Group
Shares may be exercised by the relevant Chargor or, where the shares have been
registered in the name of the Administrative Agent or its nominee, as the
relevant Chargor may direct in writing, and the Administrative Agent and any
nominee of the Administrative Agent in whose name such Further Group Shares are
registered shall execute any form of proxy or other document reasonably
required in order for the relevant Chargor to do so.


 


2.2                              Investments


 


The Chargors mortgage or (if or to the extent that
this Deed does not take effect as a mortgage) charge by way of fixed charge:


 


(a)                                  the Investments; and


 


(b)                                 all related Further Related Rights,


 


PROVIDED THAT:


 


(i)                                    until the occurrence of an Enforcement Event, all dividends and
other distributions paid or payable as referred to in paragraph (b) above may
be paid directly to the relevant Chargor (in which case the Administrative
Agent or its nominee shall execute any necessary dividend mandate) and, if paid
directly to the Administrative Agent shall be paid promptly by it to the
relevant Chargor; and


 


(ii)                                 subject to clause 5.4.3 of the Debenture until the occurrence of an
Enforcement Event, all voting rights attaching to the relevant Investments may
be exercised by the relevant Chargor or, where the shares have been registered
in the name of the Administrative Agent or its nominee, as the relevant Chargor
may direct in writing, and the Administrative Agent and any nominee of the
Administrative Agent in whose name such Investments are registered shall
execute any form of proxy or other document reasonably required in order for
the relevant Chargor to do so.


 


2

















 


3                                        Security to be included in
Debenture


 


For the purposes of this Deed and the Debenture and with effect from
the date of this Deed, the property and assets of the Chargors mortgaged,
charged or assigned to the Administrative Agent (whether by way of legal
mortgage, assignment or fixed or floating charge) by or pursuant to this Deed
shall form part of the Security Assets and references in the Debenture to the
security constituted or created by or pursuant to the Debenture shall be deemed
to include the security created by or pursuant to this Deed.


 


4                                        Further assurances


 


4.1                                Clauses 13 (Further Assurances) of the Debenture shall apply in relation
to this Deed as if the reference in that clause to the Debenture were a
reference to this Deed.


 


4.2                                Clause 4.5 (Security Shares) and Clause 5.4 (Security Shares) of the Debenture shall
apply in relation to this Deed as if the references in those clauses to the
Security Shares were a reference to the Further Security Shares and references
in those clauses to the Related Rights were a reference to the Further Related
Rights.


 


5                                        Continuing Debenture


 


The Debenture shall continue in full force and effect as supplemented
by this Deed.


 


6                                        Effect as a Deed


 


This Deed shall take effect as a deed even if it is signed under hand
on behalf of the Administrative Agent.


 


7                                        Counterparts


 


This Deed may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Deed.


 


8                                        Provisions severable


 


If, at any time, any provision of this Deed is or
becomes invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired.


 


9                                        Further provisions


 


The provisions of clauses 1.2 (Construction),
11 (Expenses and Indemnity), 15 (Continuing security), 19 (Notices)
and 20 (Governing Law and Jurisdiction) of the Debenture shall apply to this Deed as they apply to
the Debenture.


 


Executed as a deed and delivered on the date appearing at the beginning of
this Deed.


 


3

















 


Schedule 1 – The Chargors


 


	
  GFI Holdings Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered Number:

  	
   

  	
  3405222

  
	
  Jurisdiction of Incorporation:

  	
   

  	
  England and Wales

  
	
   

  	
   

  	
   

  
	
  Fenics Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered Number:

  	
   

  	
  3027028

  
	
  Jurisdiction of Incorporation:

  	
   

  	
  England and Wales

  
	
   

  	
   

  	
   

  
	
  Fenics Software Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered Number:

  	
   

  	
  3108922

  
	
  Jurisdiction of Incorporation:

  	
   

  	
  England and Wales

  
	
   

  	
   

  	
   

  
	
  GFINet Europe Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered Number:

  	
   

  	
  3996781

  
	
  Jurisdiction of Incorporation:

  	
   

  	
  England and Wales

  



 


4

















 


Schedule 2 – Further Group Shares


 


	
  Chargor

  	
   

  	
  Company Name

  	
   

  	
  Type of

  Share

  	
   

  	
  Number of Shares

  	
   

  
	
  GFI
  Holdings Limited

  	
   

  	
  GFINet Europe Limited

  	
   

  	
  Ordinary

  	
   

  	
  4,000,201

  	
   

  
	
  GFI
  Holdings Limited

  	
   

  	
  GFI Securities Limited

  	
   

  	
  Ordinary

  	
   

  	
  750,000

  	
   

  
	
  GFI
  Holdings Limited

  	
   

  	
  GFI Brokers Limited

  	
   

  	
  Ordinary

  	
   

  	
  100

  	
   

  
	
  GFINet
  Europe Limited

  	
   

  	
  GFINet UK Limited

  	
   

  	
  Ordinary

  	
   

  	
  101

  	
   

  



 


5

















 


The
Chargors


 


	
  Executed as a deed by

  	
   

  
	
  GFI Holdings Limited

  	
   

  
	
  acting by two of its directors

  	
   

  
	
  or one director and its secretary

  	
  /s/ Andy Herrtage

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  /s/ Steve McMillan

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
  Executed as a deed by

  	
   

  
	
  Fenics Limited

  	
   

  
	
  acting by two of its directors

  	
   

  
	
  or one director and its secretary

  	
  /s/ Andy Herrtage

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  /s/ Steve McMillan

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
  Executed as a deed by

  	
   

  
	
  Fenics Software Limited

  	
   

  
	
  acting by two of its directors

  	
   

  
	
  or one director and its secretary

  	
  /s/ Andy Herrtage

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  /s/ Steve McMillan

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
  Executed as a deed by

  	
   

  
	
  GFINET Europe Limited

  	
   

  
	
  acting by two of its directors

  	
   

  
	
  or one director and its secretary

  	
  /s/ Andy Herrtage

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  /s/ Steve McMillan

  	
   

  
	
   

  	
  Director

  



 


 


The
Administrative Agent


 


Bank
of America, N.A. as Administrative Agent


 


	
  By:

  	
  /s/ Sean W. Cassidy

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Sean W. Cassidy

  
	
   

  
	
  Title: Senior Vice President

  



 


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