First Amendment to $1,400,000,000 Bridge Loan, dated January 31, 2008



 Exhibit 10.45 
 EXECUTION COPY 
 FIRST AMENDMENT 
 FIRST AMENDMENT, dated as of January 31, 2008 (this “Amendment”), to that certain 364-Day Credit Agreement, dated as of
June 15, 2007 (the “Credit Agreement”) by and among MF GLOBAL FINANCE USA INC., a New York corporation (“Borrower”), MF GLOBAL LTD., a company organized under the laws of Bermuda
(“Parent”), the Designated Subsidiary Borrowers party thereto, the several banks and other financial institutions (“Lenders”) party thereto, CITIBANK N.A., as syndication agent (in such capacity, the
“Syndication Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity the “Administrative Agent”), and the parties named as documentation agents thereto (each, a
“Documentation Agent”, and, collectively, the “Documentation Agents”). 
 RECITALS: 
 WHEREAS, the Borrower, the Parent, each Designated Subsidiary Borrower and the Lenders are parties to the Credit Agreement; 
 WHEREAS, the Borrower has requested that the Lenders agree to extend the Commitments for a period of six months beyond the current scheduled
expiration of the Commitments; and 
 WHEREAS, each of the Lenders party hereto has agreed to so extend the Commitments, subject to
the agreements of Borrower provided for herein. 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows: 
 SECTION I. AMENDMENTS 
 (a) First Amendment. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definition in the
appropriate alphabetical position: 
 “First Amendment” means the First Amendment to this Credit Agreement,
dated as of January 31, 2008, among the Borrower, the Parent and the Lenders party thereto. 
 (b) Commitments
Extended. The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby deleted and replaced with the following text: 
 “Maturity Date” means June 13, 2008, as such date shall be extended to December 12, 2008 for each Lender which
is a party to the First Amendment as provided therein. 
  

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 (c) Applicable Rate. The “Index Debt Ratings” table in the definition of
“Applicable Rate” in Section 1.01 of the Credit Agreement is hereby deleted and replaced with the following text (including the proviso set forth below): 
  

													
	 Index Debt Ratings:
	 	ABR
Spread	 	 	Eurodollar
Spread	 	 	Facility Fee
Rate	 	 	Extension
Fee Rate	 
	 Category 1:
 Index Debt Ratings of at least A by S&P or A2 by Moody’s
	 	0	%	 	0.25	%	 	0.05	%	 	0.40	%
					
	 Category 2:
 Index Debt Ratings of at least A- by S&P or A3 By Moody’s and not Category 1
	 	0	%	 	0.29	%	 	0.06	%	 	0.40	%
					
	 Category 3:
 Index Debt Ratings of at least BBB+ by S&P or Baa1 by Moody’s and not Category 1 or 2
	 	0	%	 	0.32	%	 	0.08	%	 	0.40	%
					
	 Category 4:
 Index Debt Ratings of at least BBB by S&P or Baa2 by Moody’s and not Category 1, 2 or 3
	 	0	%	 	0.41	%	 	0.09	%	 	0.40	%
					
	 Category 5:
 Index Debt Ratings below Category 4
	 	0	%	 	0.55	%	 	0.10	%	 	0.40	%

 provided that each of the foregoing Extension Fee Rates (as defined below) shall be
increased by 0.25% as of and after June 13, 2008 and an additional 0.25% as of and after September 13, 2008. 
 (d)
Financial Condition. Section 3.04(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (a) The Parent has heretofore furnished to the Lenders a Final Prospectus with respect to its common stock as submitted by the Parent to the SEC on July 20, 2007 and an Amended Registration Statement with respect
to its common stock on Form F-1 as submitted by the Parent to the SEC on May 31, 2007 and as amended on June 7, 2007, June 21, 2007, July 6, 2007, July 11, 2007, and July 17, 2007 (collectively along with
the Final Prospectus, the “F-1”). Such Registration Statement includes certain audited and unaudited combined financial statements of “Man Financial”, which refers to the brokerage division of Man Group plc that is on or
prior to the Effective Date being contributed to or consolidated within the Parent and its Subsidiaries (“Man Financial”). Such combined financial statements present fairly, in all material respects, the financial position, results
of operations and cash flows and changes in equity of Man Financial as of the dates and for the periods referred to in such financial statements in accordance with GAAP. 
  


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 (e) Schedule 3.06. Schedule 3.06 to the Credit Agreement is hereby amended and
restated in its entirety as set forth in Schedule 3.06 to this Amendment. 
 (f) Events of Default. Article
VII(b) of the Credit Agreement is hereby amended by inserting the phrase “or any other Loan Document” immediately after the phrase “under this Agreement”. 
 SECTION II. EXTENSION OF MATURITY DATE 
 Each Lender which is a party to this Amendment hereby extends
the Maturity Date as applicable to it to December 12, 2008. The Maturity Date applicable to each Lender which is not a party to this Amendment shall be June 13, 2008, and the other Lenders understand and agree that the Loans of such Lender
shall become due and be payable, together with all interest and fees related thereto, on June 13, 2008, and each agrees that the Borrower’s payment of such Loans when due and payable shall not obligate any such Lender to purchase
participations from any other Lender pursuant to Section 2.15(b) of the Credit Agreement. 
 SECTION III. CONDITIONS PRECEDENT TO EFFECTIVENESS 

 This Amendment shall be effective on and as of the date hereof (the “Effective Date”) upon the satisfaction of the
following conditions: 
 (a) Agreements. The Borrower, the Required Lenders and the Administrative Agent shall have
delivered executed counterparts of this Amendment to the Administrative Agent under arrangements satisfactory to it. 
 (b)
Amendment Fee. The Administrative Agent shall have received for the account of each Lender which is a party to this Amendment the amendment fee payable on the Effective Date as provided in Section IV of this Amendment. 
 (c) Fees and Costs. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder. 
 SECTION IV. FEES 
 (a) Amendment Fees. The Borrower agrees to pay to the
Administrative Agent (i) for the account of each Lender which has executed and delivered a counterpart of this Amendment by the Effective Date, an upfront amendment fee equal to 0.05% of the Commitment of such Lender as of such date, payable on
the Effective Date, and (ii) for the account of each Lender which has executed and delivered a counterpart to this Amendment, and each Additional Commitment Lender (as defined below), a supplemental one-time amendment fee equal to 0.05% of the
Commitment of such Lender or Additional Commitment Lender as of June 13, 2008, payable on such date. 
 (b) Extension
Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender which is a party to this Amendment and each Additional 

  

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Commitment Lender, an extension fee on the principal amount of each Loan of such Lender or Additional Commitment Lender from time to time outstanding after
the Effective Date at the applicable extension fee rate per annum (the “Extension Fee Rate”), as set forth in the definition of “Applicable Rate”, payable on each date on which interest is payable on such Loan under the
Credit Agreement. Such fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day) and shall not be refundable under any circumstances.

 SECTION V. ADDITIONAL COMMITMENT LENDERS 
 The Borrower shall have the right on or before June 13, 2008 to replace, in whole or in part, any Lender which is not a party to this Amendment (each, a “Non-Extending Lender”) with, and add as “Lenders”
under the Credit Agreement in place thereof, one or more other Lenders or financial institutions or other entities (each, an “Additional Commitment Lender”), each of which Additional Commitment Lenders shall have entered into an
Assignment and Assumption or other documentation reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall assume all or part of the Commitment of such Non-Extending Lender or
shall agree to have a new or additional Commitment under which Loans may be borrowed only from the date of any reduction in or termination of the Commitment of such Non-Extending Lender and only to the extent such Loans would be ratable with the
other Loans based on the amount of such reduction or termination; provided that the aggregate amount that may be borrowed under such assumed, new or additional Commitment and the continuing Commitments under the Credit Agreement shall not
exceed $1,400,000,000 at any time. Any Additional Commitment Lender which is not a Lender shall be reasonably satisfactory to the Administrative Agent. Each Additional Commitment Lender shall be entitled, from the date of its becoming bound as an
Additional Commitment Lender, to an extension fee on the Loans under the Commitment to be effectively replaced by its new or additional Commitment, payable to it in the amount, calculated in the manner, and on the payment dates for, the extension
fees payable to the Lenders which are parties to this Amendment. 
 SECTION VI. REPRESENTATIONS AND WARRANTIES 
 (a) Binding Obligation. This Amendment has been duly executed and delivered by each party hereto and 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). 
 (b) Incorporation of Representations and Warranties. The representations and warranties contained in the Loan Documents are and
will be true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which
case they were true and correct in all material respects on and as of such earlier date. 
  

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 (c) No Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute a Default or an Event of Default. 
 SECTION VII. MISCELLANEOUS 

 (a) Binding Effect. This Amendment 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. 
 (b) References to Credit Agreement. On and after the Effective Date, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified by this Amendment. 
 (c) Effect on Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed. 
 (d) Limitation of Amendment. The
Amendment set forth above shall be limited precisely as written and relate solely to the modification of the provisions of the Credit Agreement in the manner and to the extent described above, and nothing in this Amendment shall be deemed to
(a) constitute a waiver of compliance by Borrower with respect to any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein; or (b) prejudice any right or remedy that the
Administrative Agent or any Lender may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Amendment) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein. 
 (e) GOVERNING LAW. THIS AMENDMENT 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. 
 (f) Counterparts. This Amendment 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. As set forth herein, this Amendment 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. 
 [The
next page is the signature page.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto 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 LTD.,
		
	By:	 	 /s/ Ira Polk

	Name:	 	Ira Polk
	Title:	 	Interim CFO


  

 [Signature Page to First Amendment to Credit Agreement] 









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

	Name:	 	Henry E. Steuart
	Title:	 	Vice President
	
	 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 First Amendment to Credit 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 First Amendment to Credit Agreement] 








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

	Name:	 	Gabriella Deponte
	Title:	 	Senior Vice President


 [Signature Page to First Amendment to Credit Agreement] 








			
	ABN AMRO BANK N.V.,
	as a Lender
		
	By:	 	 /s/ Michael DeMarco

	Name:	 	Michael DeMarco
	Title:	 	Vice President
		
	By:	 	 /s/ Andrew C. Salerno

	Name:	 	Andrew C. Salerno
	Title:	 	Director


 [Signature Page to First Amendment to Credit Agreement] 








			
	BANK OF MONTREAL, CHICAGO BRANCH,
	as a Lender
		
	By:	 	 /s/ Linda C. Haven

	Name:	 	Linda C. Haven
	Title:	 	Managing Director


 [Signature Page to First Amendment to Credit Agreement] 








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

	Name:	 	Barry Chung
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Alan Krouk

	Name:	 	Alan Krouk
	Title:	 	Managing Director


 [Signature Page to First Amendment to Credit Agreement] 








			
	LEHMAN COMMERCIAL PAPER INC.,
	as a Lender
		
	By:	 	 /s/ Rohit Nair

	Name:	 	Rohit Nair
	Title:	 	Authorized Signatory


 [Signature Page to First Amendment to Credit Agreement]