Exhibit
10.1


 


FIFTH AMENDMENT TO CREDIT AGREEMENT,


CONSENT AND WAIVER


 


THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER dated as
of April 12, 2010 (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 consent to certain
transactions related to the Borrowers’ global reorganization and amend certain
terms of the Credit Agreement as set forth below;


 


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


 


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


 


2.                                       Waiver.  Notwithstanding
the terms of Sections 7.12(c) and 7.14(b) of the Credit Agreement or
any other provision of any Loan Document, the Lenders hereby agree that GFI
Group Sarl shall not be required to guarantee the Foreign Obligations and
pledge its assets to secure such Foreign Obligations.  This waiver is limited solely to the specific waiver
described above, and nothing contained in this Agreement shall be deemed to
constitute a waiver of Section 7.12(c) or Section 7.14(b) of
the Credit Agreement or any other provision of any Loan Document in the future
or any other rights or remedies the Administrative Agent or any Lender may have
under the Credit Agreement or any other Loan Document or under applicable law.


 


3.                                       Amendments.  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:


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                                 With respect to the Indebtedness
evidenced by the $120,000,000 in promissory notes issued by the Foreign
Borrower in connection with the reorganization permitted pursuant to the Fifth
Amendment, (i) make or offer to make
any principal payments with respect to such Indebtedness, (ii) redeem or
offer to redeem any of such Indebtedness, or (iii) deposit any funds
intended to discharge such Indebtedness, except to the extent any such
prepayment, redemption or discharge of such Indebtedness is paid directly to
GFI LLC.


 


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


 


8.16                           Limitations.


 


(a)                                  Permit GFI
Group Sarl to:


 


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


 


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


 


2

















 


(iii)                               engage in any activities or
business other than holding the assets and incurring the liabilities described
in this Section 8.16(a) and activities incidental and related
thereto.


 


(b)                                 Permit GFI
Finance Sarl to:


 


(i)                                     hold any assets
other than (A) the Equity Interests of GFI Group Services Lux Ltd., (B) minute
books 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) transitory
cash received from any Subsidiary (which transitory cash will then be promptly
distributed to GFI LLC) and (E) such additional cash or other assets as may
be required to comply with Luxembourg law or regulation from time to time;


 


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


 


(iii)                               engage in any activities or
business other than holding the assets and incurring the liabilities described
in this Section 8.16(b) and activities incidental and related
thereto.


 


3.                                       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,
the Administrative Agent and the Required Lenders.


 


4.                                       Conditions
Subsequent.  Within sixty
(60) days of the date of completion of the transactions of GFI and its
Subsidiaries described on Schedule 1 hereto (which completion GFI agrees to
provide prompt written notice thereof to the Administrative Agent), GFI LLC
shall (i) pledge to the Collateral Agent 65% of the issued and outstanding voting stock in GFI
Group Sarl pursuant to the terms and conditions of those certain Collateral
Documents as the Collateral Agent shall reasonably request and (ii) deliver
such other documentation as the Collateral Agent may reasonably request in
connection with the foregoing, including, without limitation, certified
resolutions and other organizational and authorizing documents, favorable
opinions of counsel and other items of the types required to be delivered
pursuant to Section 5.01(h), all in form, content and scope
reasonably satisfactory to the Collateral Agent.  Failure of GFI LLC to comply with the terms
of this Section 4 shall constitute an Event of Default under the Credit
Agreement unless GFI LLC is working diligently to comply with such terms in the
reasonable opinion of the Collateral Agent.


 


5.                                       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 (as amended
hereby) or the other Loan Documents.


 


3

















 


(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 electronic mail 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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left blank]


 


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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:

  	
   

  
	
   

  	
   

  	
  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 AND
WAIVER


 

















 


	
  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 AND
WAIVER


 

















 


	
  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 AND
WAIVER


 

















 


SCHEDULE 1


 


[Attached]