Exhibit
10.2  FOURTH AMENDMENT
TO CREDIT AGREEMENT  THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 28, 2009 (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
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 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.Amendments to the Credit Agreement.  The
Credit Agreement is hereby amended as follows:  (a)The
following new definitions are hereby added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order to read as follows:  (i)Restricted Stock Award means any grant of a share of stock
underlying an award permitted under any shareholder-approved equity incentive
plan of GFI.  (ii)Fourth
Amendment Effective Date means April 28, 2009.  (iii)Impacted Lender means any Lender that (a) has defaulted in
fulfilling its obligations under one or more other syndicated credit facilities
or (b) has an entity that controls such Lender which has been deemed
insolvent or become subject to a bankruptcy or other similar proceeding.  (b)The definition of Aggregate Revolving Commitments in Section 1.01
of the Credit Agreement is hereby amended to read in its entirety as follows:  Aggregate
Revolving Commitments means the Revolving Commitments of all the
Lenders.  The amount of the Aggregate
Revolving Commitments in effect on the Fourth Amendment Effective Date is ONE
HUNDRED SEVENTY-FIVE MILLION DOLLARS ($175,000,000).  (c)The definition of Applicable Margin in Section 1.01 of the
Credit Agreement is hereby amended to read in its entirety as follows:


Applicable Margin means the following
percentages per annum (as relevant to Commitment Fee, Letters of Credit and
Eurocurrency Rate Loans and Base Rate Loans), based upon the Consolidated
Leverage Ratio as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 7.02(a) for
the most recent fiscal quarter of GFI:  Pricing
  Tier
  
  Consolidated
  Leverage Ratio
  
  Commitment
  Fee
  
  Letters of Credit
  &
  Eurocurrency
  Rate Loans
  
  Base Rate Loans1
  
  <
  1.0 to 1.0
  
  0.35
  %
  2.25
  %
  1.00
  %2
  
  <
  1.5 to 1.0 but
  > 1.0 to 1.0
  
  0.40
  %
  2.50
  %
  1.25
  %3
  
  > 1.5 to 1.0
  
  0.50
  %
  3.00
  %
  1.75
  %  Any increase or decrease
in the Applicable Margin resulting from a change in the Consolidated Leverage
Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) in
connection with the financial statements referred to in Sections 7.01(a) and
(b); provided, however, that if a Compliance Certificate
is not delivered when due in accordance with such Section, then Pricing Tier 3
shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered and shall continue
to apply until the first Business Day
immediately following the date a Compliance Certificate is delivered in
accordance with Section 7.02(a), whereupon the Applicable Margin
shall be adjusted based upon the calculation of the Consolidated Leverage Ratio
contained in such Compliance Certificate.  The Applicable Margin in effect from the
Fourth Amendment Effective Date through the first Business Day immediately
following the date a Compliance Certificate is required to be delivered
pursuant to Section 7.02(a) for the fiscal quarter ending June 30,
2009 shall be determined based upon Pricing Tier 2.  (d)The definition of Consolidated EBITDA in Section 1.01 of the
Credit Agreement is hereby amended to read in its entirety as follows:  Consolidated EBITDA
means, for any period, for GFI and its Subsidiaries on a consolidated basis, an
amount equal to Consolidated Net Income (excluding extraordinary and other
non-recurring gains and losses and interest income) for such period plus
the following to the extent deducted in calculating such Consolidated Net
Income:  (a) Consolidated Interest
Charges for such period, (b) the provision for federal, state, local and
foreign income taxes payable by GFI and its Subsidiaries for such period and (c) the
amount of depreciation and amortization expense (including any amortization
related to signing bonuses, any amortization related to any forgivable loan
made in lieu of or for the same purpose as a signing bonus and any amortization
related to Restricted Stock Awards) for such period.  (e)The definition of Consolidated Fixed Charge Coverage Ratio in Section 1.01
of the Credit Agreement is hereby amended to read in its entirety as follows:  Consolidated Fixed
Charge Coverage Ratio means, as of any date of determination, the ratio of
(a) the total of (i) Consolidated EBITDA for the twelve month period
most recently ended for which GFI has delivered financial statements pursuant
to  2


Section 7.01(a) or 7.01(b) minus (ii) capitalized signing
bonuses during such period to (b) Consolidated Fixed Charges for the
twelve month period most recently ended for which GFI has delivered financial
statements pursuant to Section 7.01(a) or 7.01(b).  (f)The definition of Consolidated Interest Charges
in Section 1.01 of the Credit Agreement is hereby amended to read in its
entirety as follows:  Consolidated Interest
Charges means, for any period, for GFI and its Subsidiaries on a
consolidated basis, an amount equal to the sum of (i) all interest,
premium payments, debt discount, fees, charges and related expenses of GFI and
its Subsidiaries in connection with Indebtedness (including capitalized
interest and other fees and charges incurred under any asset securitization
program) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP; plus (ii) the
portion of rent expense of GFI and its Subsidiaries with respect to such period
under Capital Leases or Synthetic Leases that is treated as interest in
accordance with GAAP.  (g)Section 2.03(a)(iii)(E) of
the Credit Agreement is hereby amended to read in its entirety as follows:  (E)a default of any Lenders
obligations to fund under Section 2.03(c) exists or any Lender
is at such time a Defaulting Lender or an Impacted Lender hereunder, unless
such L/C Issuer has entered into satisfactory arrangements with GFI or such
Lender to eliminate such L/C Issuers risk with respect to such Lender.  (h)The following parenthetical is hereby added
to the first sentence of Section 2.12 
of the Credit Agreement immediately following the words the
participations in L/C Obligations held by it to read in its entirety as
follows:  (excluding any amounts received by any L/C Issuer to
secure the obligations of a Defaulting Lender or an Impacted Lender to fund
risk participations hereunder)  (i)The
word and is hereby deleted from the end of Section 8.01(p) of the
Credit Agreement, the . at the end of Section 8.01(q) of the Credit
Agreement is hereby replaced with ; and and the following new Section 8.01(r) is
hereby added after Section 8.01(q) of the Credit Agreement to read in
its entirety as follows:  (r)Liens, if any, in favor of any L/C Issuer to
cash collateralize or otherwise secure the obligations of a Defaulting Lender
or an Impacted Lender to fund risk participations hereunder.  (j)Section 8.11(b) of
the Credit Agreement is hereby amended to read in its entirety as follows:  (b)Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio as of the end of each fiscal quarter of GFI to be
greater than 2.00 to 1.0.  (k)The
following new Section 11.19 is hereby added to the end of Article XI
of the Credit Agreement:  3


11.19       No
Advisory or Fiduciary Responsibility.  In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), GFI acknowledges and agrees, and acknowledges its Affiliates understanding, that: (a)(i) the
arranging and other services regarding this Agreement provided by the
Administrative Agent and BAS, are arms-length commercial transactions between
GFI and its Affiliates, on the
one hand, and the Administrative Agent and BAS, on the other hand, (ii) GFI
has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (iii) GFI is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (b)(i) the
Administrative Agent and BAS each is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been,
is not and will not be acting as an advisor, agent or fiduciary, for GFI or any
of Affiliates or any other Person and (ii) neither the Administrative
Agent nor BAS has any obligation to GFI or any of its Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set
forth herein and in the other Loan Documents; and (c) the Administrative
Agent and BAS and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of GFI and its
Affiliates, and neither the Administrative Agent nor BAS has any obligation to
disclose any of such interests to GFI or its Affiliates.  To the fullest extent permitted by law, GFI
hereby waives and releases, any claims that it may have against the
Administrative Agent or BAS with respect to any breach or alleged breach of
agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.  (l)Schedule
2.01 to the Credit Agreement is hereby amended to read in its entirety as
provided on Schedule 2.01 attached hereto.  2.Conditions Precedent.  This
Agreement shall be effective upon satisfaction of the following conditions
precedent:  (a)receipt
by the Administrative Agent of counterparts of this Agreement duly executed by
the Borrowers, the Guarantors and the Required Lenders;  (b)receipt
by the Administrative Agent of a certificate of a Responsible Officer of each
Borrower and each other Loan Party, in form and substance reasonably
satisfactory to the Administrative Agent and its legal counsel, (i) certifying that the Organization Documents of
each Loan Party delivered on the Closing Date have not been amended,
supplemented or otherwise modified since the Closing Date (except to the extent
the Administrative Agent has been notified thereof in such certificate or in
accordance with the Credit Agreement) and remain in full force and effect (as
so amended, supplemented or otherwise modified, as applicable) as of the Fourth
Amendment Effective Date and (ii) attaching resolutions of each
Loan Party in form and substance reasonably satisfactory to the Administrative
Agent and certifying that such resolutions have not been amended, supplemented
or otherwise modified and remain in full force and effect as of the Fourth
Amendment Effective Date;  (c)receipt
by the Administrative Agent of a favorable opinion of legal counsel to the Loan
Parties dated as of the Fourth Amendment Effective Date and addressed to the
Administrative Agent and each Lender, in form and substance reasonably
satisfactory to the Administrative Agent;  4


(d)receipt
by the Administrative Agent, for the account of each Lender that provides the
Administrative Agent with an executed counterpart of this Agreement on or
before 5 p.m. Eastern time on April 27, 2009, of a fee equal to
twenty basis points (0.20%) on the Revolving Commitment of each such Lender
after giving effect to this Agreement (as set forth on Schedule 2.01 hereto);
and  (e)receipt
by the Administrative Agent and the Lenders of any other fees and expenses payable by GFI in connection with
this Agreement.  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 shall be effective as an
original and shall constitute a representation that an executed original shall
be delivered.  5


(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.  [remainder of page intentionally
left blank]  6


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, withrespect
  to the Foreign Obligations, as a GuarantorBy:Name:Title:FOREIGN
  BORROWER:
  GFI
  HOLDINGS LIMITED,a
  company incorporated under thelaws
  of England and WalesBy:Name:Title:DOMESTIC
  GUARANTORS:
  GFI
  GROUP LLC,a
  New York limited liability companyBy:Name:Title:GFINET
  INC.,a
  Delaware corporationBy:Name:Title:GFI
  BROKERS LLC,a
  Delaware limited liability companyBy:Name:Title:INTERACTIVE
  VENTURES LLC,a
  Delaware limited liability companyBy:Name:Title:  GFI GROUP INC.
FOURTH AMENDMENT


DOMESTIC
  GUARANTORS:
  FENICS
  SOFTWARE INC.,a
  Delaware corporationBy:Name:Title:AMEREX
  BROKERS LLC,a
  Delaware limited liability companyBy:Name:Title:FOREIGN
  GUARANTORS:
  FENICS
  LIMITED,a
  company incorporated under thelaws
  of England and WalesBy:Name:Title:FENICS
  SOFTWARE LIMITED,a
  company incorporated under thelaws
  of England and WalesBy:Name:Title:GFINET
  EUROPE LIMITED,a
  company incorporated under thelaws
  of England and WalesBy:Name:Title:  GFI GROUP INC.
FOURTH AMENDMENT


ADMINISTRATIVEAGENT:
  BANK
  OF AMERICA, N.A.,as
  Administrative AgentBy:Name:Title:LENDERS:
  BANK
  OF AMERICA, N.A.,as
  a Lender and an L/C IssuerBy:Name:Title:BANK
  OF MONTREAL,as
  a LenderBy:Name:Title:BARCLAYS
  BANK PLC,as
  a LenderBy:Name:Title:BROWN
  BROTHERS HARRIMAN & CO.,as
  a LenderBy:Name:Title:THE
  ROYAL BANK OF SCOTLAND PLC,as
  a LenderBy:Name:Title:  GFI GROUP
INC.
FOURTH AMENDMENT


Schedule 2.01  COMMITMENTS AND
PRO RATA SHARES  Lender
  
  Revolving
  Commitment
  
  Pro Rata ShareBank of America,
  N.A.
  
  $
  49,528,301.89
  
  28.301886792
  %The Royal Bank
  of Scotland PLC
  
  $
  42,924,528.30
  
  24.528301887
  %Barclays Bank
  PLC
  
  $
  41,273,584.91
  
  23.584905660
  %Bank of Montreal
  
  $
  29,716,981.13
  
  16.981132075
  %Brown Brothers
  Harriman & Co.
  
  $
  11,556,603.77
  
  6.603773585
  %Total:
  
  $
  175,000,000.00
  
  100.000000000
  %  GFI GROUP
INC.
FOURTH AMENDMENT