**Exhibit10.1**

 

FIFTH AMENDMENT TO CREDIT AGREEMENT,

CONSENT AND WAIVER

 

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER dated asof April 12, 2010 (the “Agreement”) is entered into among GFI GROUPINC., a Delaware corporation (“GFI”), GFI HOLDINGS LIMITED, a companyincorporated under the laws of England and Wales (the “Foreign Borrower”;together with GFI, the “Borrowers”), the Guarantors, the Lenders partyhereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,the “Administrative Agent”).  Allcapitalized terms used herein and not otherwise defined herein shall have themeanings given to such terms in the Credit Agreement (as defined below).

 

RECITALS

 

WHEREAS,the Borrowers, the Guarantors, the Lenders and the Administrative Agent enteredinto that certain Amended and Restated Credit Agreement dated as of February 24,2006 (as amended or modified from time to time, the “Credit Agreement”);

 

WHEREAS,the Borrowers have requested, and the Lenders have agreed, to consent to certaintransactions related to the Borrowers’ global reorganization and amend certainterms of the Credit Agreement as set forth below;

 

WHEREAS,the Borrowers have requested, and the Lenders have agreed, to not require GFIGroup S.à.r.l., aLuxembourg limited liability company (“GFI Group Sarl”) to guarantee theForeign Obligations and pledge its assets to secure such Foreign Obligations,notwithstanding the terms of Sections 7.12(c) and 7.14(b) of theCredit Agreement,

 

NOW, THEREFORE, in consideration of the premises and the mutualcovenants contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

 

1.                                       Consent.  Notwithstanding any provision in the LoanDocuments to the contrary, the Lenders hereby consent to the transactions ofGFI and its Subsidiaries described on Schedule 1 hereto.  This consent is limited solely to the transactionsidentified on Schedule 1 attached hereto, and nothing contained in thisAgreement shall be deemed to constitute a waiver of any other rights orremedies the Administrative Agent or any Lender may have under the CreditAgreement or any other Loan Documents or under applicable law.

 

2.                                       Waiver.  Notwithstandingthe terms of Sections 7.12(c) and 7.14(b) of the Credit Agreement orany other provision of any Loan Document, the Lenders hereby agree that GFIGroup Sarl shall not be required to guarantee the Foreign Obligations andpledge its assets to secure such Foreign Obligations.  This waiver is limited solely to the specific waiverdescribed above, and nothing contained in this Agreement shall be deemed toconstitute a waiver of Section 7.12(c) or Section 7.14(b) ofthe Credit Agreement or any other provision of any Loan Document in the futureor any other rights or remedies the Administrative Agent or any Lender may haveunder the Credit Agreement or any other Loan Document or under applicable law.

 

3.                                       Amendments.  The Credit Agreement is hereby amended asfollows:

 

(a)                                  The followingnew definitions are hereby added to Section 1.01 of the Credit Agreementin the appropriate alphabetical order to read as follows:

 

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“Fifth Amendment” means that certain FifthAmendment to Credit Agreement, Consent and Waiver dated as of April 9,2010 among GFI, the Foreign Borrower, the Guarantors, the Lenders party theretoand Bank of America, as Administrative Agent.

 

“GFI Finance Sarl” means GFI Finance S.à.r.l., a Luxembourg limited liabilitycompany.

 

“GFI Group Sarl” means GFI Group S.à.r.l., a Luxembourg limited liabilitycompany.

 

(b)                                 Section 8.06(e) ofthe Credit Agreement is hereby amended to read as follows:

 

(e)                                  GFI may purchase shares of its CapitalStock issued by GFI to shareholders of GFI and declare and make dividends orother distributions to its shareholders in an aggregate amount not to exceed$50,000,000 in any fiscal year; provided that after giving effect to anysuch purchases, dividends or distributions, GFI is in compliance with Section 8.11(a) ona Pro Forma Basis; and

 

(c)                                  A newsubsection (d) is hereby added at the end of Section 8.15 of theCredit Agreement to read as follows:

 

(d)                                 With respect to the Indebtednessevidenced by the $120,000,000 in promissory notes issued by the ForeignBorrower in connection with the reorganization permitted pursuant to the FifthAmendment, (i) make or offer to makeany principal payments with respect to such Indebtedness, (ii) redeem oroffer to redeem any of such Indebtedness, or (iii) deposit any fundsintended to discharge such Indebtedness, except to the extent any suchprepayment, redemption or discharge of such Indebtedness is paid directly toGFI LLC.

 

(d)                                 A new Section 8.16is hereby added at the end of Article VIII of the Credit Agreement to readas follows:

 

8.16                           Limitations.

 

(a)                                  Permit GFIGroup Sarl to:

 

(i)                                     hold any assetsother than (A) the Equity Interests of the Foreign Borrower and GFIFinance Sarl, (B) minute books and other corporate books and records of GFIGroup Sarl, (C) between $20,000 and $30,000 in cash in order to meet Luxembourg law minimum capitalrequirements, (D) transitory cash received from any Subsidiary (whichtransitory cash will then be promptly distributed to GFI LLC) and (E) suchadditional cash or other assets as may be required to comply with Luxembourglaw or regulation from time to time;

 

(ii)                                  have any liabilities otherthan (A) tax liabilities arising in the ordinary course of business, (B) corporate,administrative and operating expenses in the ordinary course of business and (C) otherliabilities imposed by Luxembourg law or regulation from time to time; or

 

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(iii)                               engage in any activities orbusiness other than holding the assets and incurring the liabilities describedin this Section 8.16(a) and activities incidental and relatedthereto.

 

(b)                                 Permit GFIFinance Sarl to:

 

(i)                                     hold any assetsother than (A) the Equity Interests of GFI Group Services Lux Ltd., (B) minutebooks and other corporate books and records of GFI Finance Sarl, (C) between$20,000 and $30,000 in cash in order to meet Luxembourg law minimum capital requirements, (D) transitorycash received from any Subsidiary (which transitory cash will then be promptlydistributed to GFI LLC) and (E) such additional cash or other assets as maybe required to comply with Luxembourg law or regulation from time to time;

 

(ii)                                  have any liabilities otherthan (A) tax liabilities arising in the ordinary course of business, (B) corporate,administrative and operating expenses in the ordinary course of business and (C) otherliabilities imposed by Luxembourg law or regulation from time to time; or

 

(iii)                               engage in any activities orbusiness other than holding the assets and incurring the liabilities describedin this Section 8.16(b) and activities incidental and relatedthereto.

 

3.                                       ConditionsPrecedent.  ThisAgreement shall be effective upon receipt by the Administrative Agent ofcounterparts of this Agreement duly executed by the Borrowers, the Guarantors,the Administrative Agent and the Required Lenders.

 

4.                                       ConditionsSubsequent.  Within sixty(60) days of the date of completion of the transactions of GFI and itsSubsidiaries described on Schedule 1 hereto (which completion GFI agrees toprovide prompt written notice thereof to the Administrative Agent), GFI LLCshall (i) pledge to the Collateral Agent 65% of the issued and outstanding voting stock in GFIGroup Sarl pursuant to the terms and conditions of those certain CollateralDocuments as the Collateral Agent shall reasonably request and (ii) deliversuch other documentation as the Collateral Agent may reasonably request inconnection with the foregoing, including, without limitation, certifiedresolutions and other organizational and authorizing documents, favorableopinions of counsel and other items of the types required to be deliveredpursuant to Section 5.01(h), all in form, content and scopereasonably satisfactory to the Collateral Agent.  Failure of GFI LLC to comply with the termsof this Section 4 shall constitute an Event of Default under the CreditAgreement unless GFI LLC is working diligently to comply with such terms in thereasonable opinion of the Collateral Agent.

 

5.                                       Miscellaneous.

 

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

 

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

 

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

 

(i)                                     Each Loan Party has takenall necessary action to authorize the execution, delivery and performance ofthis Agreement.

 

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

 

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

 

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

 

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

 

(d)                                 This Agreement may beexecuted in any number of counterparts, each of which when so executed anddelivered shall be an original, but all of which shall constitute one and thesame instrument.  Delivery of an executedcounterpart of this Agreement by telecopy or electronic mail shall be effectiveas an original and shall constitute a representation that an executed originalshall be delivered.

 

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

 

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Eachof the parties hereto has caused a counterpart of this Agreement to be dulyexecuted 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:                                                 |   |
|                  |   | Name:                                               |
|                  |   | Title:                                              |
|                  |   |                                                |
|                  |   |                                                |
| FOREIGN  BORROWER:    |   | GFI  HOLDINGS LIMITED,                              |
|                  |   | a  company incorporated under the                   |
|                  |   | laws  of England and Wales                          |
|                  |   |                                                |
|                  |   | By:                                                 |   |
|                  |   | Name:                                               |
|                  |   | Title:                                              |
|                  |   |                                                |
|                  |   |                                                |
| DOMESTIC  GUARANTORS: |   | GFI  GROUP LLC,                                     |
|                  |   | a  New York limited liability company               |
|                  |   |                                                |
|                  |   | By:                                                 |   |
|                  |   | Name:                                               |
|                  |   | Title:                                              |
|                  |   |                                                |
|                  |   | GFINET  INC.,                                       |
|                  |   | a  Delaware corporation                             |
|                  |   |                                                |
|                  |   | By:                                                 |   |
|                  |   | Name:                                               |
|                  |   | Title:                                              |
|                  |   |                                                |
|                  |   | GFI  BROKERS LLC,                                   |
|                  |   | a  Delaware limited liability company               |
|                  |   |                                                |
|                  |   | By:                                                 |   |
|                  |   | Name:                                               |
|                  |   | Title:                                              |
|                  |   |                                                |
|                  |   | INTERACTIVE  VENTURES LLC,                          |
|                  |   | a  Delaware limited liability company               |
|                  |   |                                                |
|                  |   | By:                                                 |   |
|                  |   | Name:                                               |
|                  |   | Title:                                              |

 

**GFI GROUP INC.**

**FIFTH AMENDMENT, CONSENT ANDWAIVER**

 

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| DOMESTIC  GUARANTORS: |   | FENICS  SOFTWARE INC.,                |
|-----------------------|--------|---------------------------------------|
|                  |   | a  Delaware corporation               |
|                  |   |                                  |
|                  |   | By:                                   |   |
|                  |   | Name:                                 |
|                  |   | Title:                                |
|                  |   |                                  |
|                  |   | AMEREX  BROKERS LLC,                  |
|                  |   | a  Delaware limited liability company |
|                  |   |                                  |
|                  |   | By:                                   |   |
|                  |   | Name:                                 |
|                  |   | Title:                                |
|                  |   |                                  |
| FOREIGN  GUARANTORS:  |   | FENICS  LIMITED,                      |
|                  |   | a  company incorporated under the     |
|                  |   | laws  of England and Wales            |
|                  |   |                                  |
|                  |   | By:                                   |   |
|                  |   | Name:                                 |
|                  |   | Title:                                |
|                  |   |                                  |
|                  |   | FENICS  SOFTWARE LIMITED,             |
|                  |   | a  company incorporated under the     |
|                  |   | laws  of England and Wales            |
|                  |   |                                  |
|                  |   | By:                                   |   |
|                  |   | Name:                                 |
|                  |   | Title:                                |
|                  |   |                                  |
|                  |   | GFINET  EUROPE LIMITED,               |
|                  |   | a  company incorporated under the     |
|                  |   | laws  of England and Wales            |
|                  |   |                                  |
|                  |   | By:                                   |   |
|                  |   | Name:                                 |
|                  |   | Title:                                |

 

**GFI GROUP INC.**

**FIFTH AMENDMENT, CONSENT ANDWAIVER**

 

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| ADMINISTRATIVE  AGENT: |   | BANK  OF AMERICA, N.A.,                  |
|------------------------|--------|------------------------------------------|
|                   |   | as  Administrative Agent                 |
|                   |   |                                     |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |
|                   |   | Title:                                   |
|                   |   |                                     |
| LENDERS:               |   | BANK  OF AMERICA, N.A.,                  |
|                   |   | as  a Lender and an L/C Issuer           |
|                   |   |                                     |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |
|                   |   | Title:                                   |
|                   |   |                                     |
|                   |   | BANK OF MONTREAL,                        |
|                   |   | as a Lender                              |
|                   |   |                                     |
|                   |   | By:                                      | Bank of Montreal – Chicago  Branch |
|                   |   |                                     |   |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |   |
|                   |   | Title:                                   |   |
|                   |   |                                     |   |
|                   |   | By:                                      | Bank of Montreal – London  Branch |
|                   |   |                                     |   |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |
|                   |   | Title:                                   |
|                   |   |                                     |
|                   |   | BARCLAYS  BANK PLC,                      |
|                   |   | as  a Lender                             |
|                   |   |                                     |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |
|                   |   | Title:                                   |
|                   |   |                                     |
|                   |   | BROWN  BROTHERS HARRIMAN & CO., |
|                   |   | as  a Lender                             |
|                   |   |                                     |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |
|                   |   | Title:                                   |
|                   |   |                                     |
|                   |   | THE  ROYAL BANK OF SCOTLAND PLC,         |
|                   |   | as  a Lender                             |
|                   |   |                                     |
|                   |   | By:                                      |   |
|                   |   | Name:                                    |
|                   |   | Title:                                   |
|                        |        |                                          |  |  |

 

**GFI GROUP INC.**

**FIFTH AMENDMENT, CONSENT ANDWAIVER**

 

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SCHEDULE 1

 

[Attached]

 

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