EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 

FIRST AMENDMENT TO CREDIT AGREEMENT 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 11, 2019, among BGC
PARTNERS, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the
“Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (defined herein). 

RECITALS 
 WHEREAS,
the Borrower, the Guarantors from time to time party thereto, each of the Persons identified as a “Lender” on the signature pages thereto and each other Person that becomes a lender in accordance with the Credit Agreement (together with
their successors and assigns, the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of November 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time,
including as amended by this Amendment, the “Credit Agreement”); 
 WHEREAS, the Borrower has requested that the
Lenders amend certain provisions of the Credit Agreement; and 
 WHEREAS, the Lenders are willing to so consent and make such
amendments to the Credit Agreement, in each case, in accordance with and subject to the terms and conditions set forth herein. 
 NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

1.    Amendments to the Credit Agreement. Effective as of the First Amendment Effective Date, the
Credit Agreement is hereby amended as follows: 
 (a)    The cover page of the Credit Agreement is
amended to replace the reference to “MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED” with “BOFA SECURITIES, INC.” 

(b)    The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate
alphabetical order: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is
defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “BofA Securities”
means BofA Securities, Inc. 
 “Covered Entity” means any of the following: (a) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (c) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Covered Party” has the meaning specified in Section 11.20. 












 “Default Right” has the meaning assigned to that term in,
and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“Extended Maturity Date” means February 26, 2021; provided, however, that if any such date
is not a Business Day, the Extended Maturity Date shall be the next preceding Business Day. 
 “First
Amendment” means that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among the Borrower, the Lenders signatory thereto and the Administrative Agent. 

“First Amendment Effective Date” means December 11, 2019. 

“Non-Extending Lender” means a Lender (as of the First Amendment
Effective Date) that did not execute the First Amendment, including any Eligible Assignee of such Lender (but only to the extent of the amount of any Commitment or Loans assigned), unless such Lender or such Eligible Assignee agrees in writing to
not be a Non-Extending Lender. 
 “Original Maturity Date” means
November 28, 2020; provided, however, that if any such date is not a Business Day, the Original Maturity Date shall be the next preceding Business Day. 

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 “QFC Credit Support” has the meaning specified
in Section 11.20. 
 “Supported QFC” has the meaning specified in
Section 11.20. 
 “U.S. Special Resolution Regimes” has the meaning specified in
Section 11.20. 
 (c)    The definition of “MLPFS” in
Section 1.01 of the Credit Agreement is deleted. 
 (d)    The definition of “Arrangers”
in Section 1.01 of the Credit Agreement is amended to replace the reference to “MLPFS” with “BofA Securities”. 

(e)    The definition of “Availability Period” and clause (c) of the definition of
“Indebtedness” in Section 1.01 of the Credit Agreement and Section 2.01(b) of the Credit Agreement are amended to replace each reference to “the Maturity Date” with “the Extended Maturity Date”. 

(f)    The definition of “Fee Letter” in Section 1.01 of the Credit Agreement is amended to
replace the reference to “MLPFS” with “BofA Securities (as successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated)”. 

(g)    The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is amended
to read as follows: 
 “Maturity Date” means (a) with respect to each Lender (other than any Non-Extending Lender), the Extended Maturity Date, and (b) with respect to each Non-Extending Lender, the Original Maturity Date. 

  
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 (h)    The last paragraph of Section 2.06 of the
Credit Agreement is amended to read as follows: 
 Notwithstanding the foregoing, (A) a notice of termination of the
Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied and (B) if there are any Non-Extending Lenders as of the Original Maturity Date, (1) the Aggregate Revolving Commitments
shall automatically be reduced on such date on a non-pro rata basis by the amount of Revolving Commitments of such Non-Extending Lenders and (2) the Revolving
Commitments of such Non-Extending Lenders shall automatically terminate on such date. 

(i)    Section 2.07(a) of the Credit Agreement is amended to read as follows: 

(a)    The Borrower shall repay to (i) the Non-Extending
Lenders, on the Original Maturity Date, the aggregate principal amount of all Loans and all other Obligations outstanding owing to the Non-Extending Lenders on such date and (ii) the Lenders (other than
the Non-Extending Lenders), on the Extended Maturity Date, the aggregate principal amount of all Loans and all other Obligations outstanding on such date. 

(j)    Section 2.13 of the Credit Agreement is amended to add a new paragraph at the end of such Section to
read as follows: 
 Notwithstanding anything in this Section 2.13 to the contrary, the Lenders
agree that any Non-Extending Lender may be repaid the outstanding Obligations owed to it on the Original Maturity Date on a non-pro rata basis. 

(k)    Article V of the Credit Agreement is amended to add a new Section 5.20 at the end of such
Article to read as follows: 
 5.20   Covered Entity. 

No Loan Party is a Covered Entity. 

(l)    Article XI of the Credit Agreement is amended to add a new Section 11.20 at the end of such
Article to read as follows: 
 11.20 Acknowledgement Regarding Any Supported QFCs. 

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other
agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York
and/or of the United States or any other state of the United States): 

  
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 In the event a Covered Entity that is party to a Supported QFC (each, a
“Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC
and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime
if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a
Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party
are permitted to be exercised to no greater extent than such Default Rights could be exercised under such U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support. 
 2.    Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that: 
 (a)    It has taken all necessary corporate
or other organization action to authorize the execution, delivery and performance of this Amendment. 

(b)    This Amendment has been duly executed and delivered by such Person and constitutes such
Person’s legal, valid and binding obligation, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

(c)    No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,
any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or any Guarantor of this Amendment or any other Loan Document other than those
that have already been obtained and are in full force and effect. 
 (d)    After giving effect to this
Amendment, the representations and warranties of the Borrower contained in Article V of the Credit Agreement are true and correct in all material respects (other than those representations and warranties qualified by materiality or Material
Adverse Effect, in which case they are true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they were
true and correct in all material respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they were true and correct in all respects) as of such earlier date. 

  
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 (e)    After giving effect to this Amendment, no event
has occurred and is continuing which constitutes a Default or an Event of Default. 
 (f)    The
Organization Documents of the Borrower have not been amended, modified or terminated since the Closing Date, remain in full force and effect, and remain true and correct in the form delivered to the Administrative Agent on the Closing Date. 

(g)    Except as specifically provided in this Amendment, the Obligations are not reduced or modified by
this Amendment and are not subject to any offsets, defenses or counterclaims. 
 3.    First Amendment
Effective Date Conditions. This Amendment shall become effective upon satisfaction or waiver of the following conditions (such date, the “First Amendment Effective Date”): 

(a)    Receipt by the Administrative Agent of a copy of this Amendment duly executed by the Borrower, the
Lenders (other than any Non-Extending Lender) and the Administrative Agent. 

(b)    Receipt by the Administrative Agent of (i) such resolutions of the governing body of the
Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which
the Borrower is a party; and (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage
in business in its state of organization or formation. 
 (c)    Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 2(d), 2(e), 3(d) and 3(e) hereto have been satisfied and (ii) there has been no event or
circumstance since December 31, 2018 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(d)    There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of
the Borrower, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 

(e)    All governmental, shareholder and third party consents and approvals necessary in connection with
the transactions contemplated hereby have been obtained and all such consents and approvals are in force and effect. 

(f)    Receipt by the Administrative Agent of a fee for each Lender executing this Amendment in the amount
set forth in that certain fee letter, dated as of the date hereof, between the Borrower and the Administrative Agent. 

(g)    The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent). 

  
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 For purposes of determining compliance with the conditions specified in this Amendment, each
Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto. 

4.    Miscellaneous. 

(a)    Amended Terms. On and after the First Amendment Effective Date, all references to the Credit
Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by all terms of this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall
remain in full force and effect according to its terms. 
 (b)    Loan Document; Entirety; Further
Assurances. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and
understandings, oral or written, if any, relating to the subject matter hereof. The Borrower agrees to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 

(c)    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other
electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. 

(d)    GOVERNING LAW; Jurisdiction; Waiver of Jury Trial; Etc. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The jurisdiction, service of process, waiver of venue and waiver of jury trial provisions of Sections 11.14 and 11.15 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis. 
 [NO FURTHER TEXT ON THIS PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first above written. 
  

							
	BORROWER:	 		 	BGC PARTNERS, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Sean Windeatt

		 		 	Name:	 	Sean Windeatt
		 		 	Title:	 	Chief Operating Officer and
		 		 		 	Interim Chief Financial Officer


  
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AGREEMENT 














							
	ADMINISTRATIVE	 		 		 	
	AGENT:	 		 	BANK OF AMERICA, N.A.,
		 		 	as Administrative Agent
				
		 		 	By:	 	 /s/ Paley Chen

		 		 	Name:	 	Paley Chen
		 		 	Title:	 	Vice President


  
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AGREEMENT 














							
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Sherman M. Wong

		 		 	Name:	 	Sherman M. Wong
		 		 	Title:	 	Director


  
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AGREEMENT 













 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	 /s/ Wallace Lo

	Name:	 	Wallace Lo
	Title:	 	Duly Authorized Signatory



  
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AGREEMENT 













 
			
	CITIBANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Marina Donskaya

	Name:	 	Marina Donskaya
	Title:	 	Vice President



  
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	GOLDMAN SACHS BANK USA,
	as a Lender
		
	By:	 	 /s/ Annie Carr

	Name:	 	Annie Carr
	Title:	 	Authorized Signatory



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 













 
			
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ Letian Yan

	Name:	 	Letian Yan
	Title:	 	Relationship Manager
		
	By:	 	 /s/ Jeffrey Roth

	Name:	 	Jeffrey Roth
	Title:	 	Executive Director



  
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AGREEMENT 













 
			
	 PNC BANK, NATIONAL ASSOCIATION,

	as a Lender
		
	By:	 	 /s/ Alaa Shraim

	Name:	 	Alaa Shraim
	Title:	 	Senior Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 













 
			
	SANTANDER BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Marko Mandzuka

	Name:	 	Marko Mandzuka
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Jorge Saavedra

	Name:	 	Jorge Saavedra
	Title:	 	Director



  
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AGREEMENT 













 
			
	REGIONS BANK,
	as a Lender
		
	By:	 	 /s/ Hichem Kerma

	Name:	 	Hichem Kerma
	Title:	 	Director



  
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AGREEMENT 













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender


 
			
		
	By:	 	 /s/ James Mastroianna

	Name:	 	James Mastroianna
	Title:	 	Director



  
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AGREEMENT 













 
			
	ASSOCIATED BANK, NATIONAL ASSOCIATION,
	as a Lender


 
			
		
	By:	 	 /s/ Liliana Huerta Correa

	Name:	 	Liliana Huerta Correa
	Title:	 	Senior Vice President



  
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AGREEMENT 













 
			
	BMO HARRIS BANK N.A.,
	as a Lender
		
	By:	 	 /s/ Adam Tarr

	Name:	 	Adam Tarr
	Title:	 	Director



  
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AGREEMENT 













 
			
	UMB BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Cory Miller

	Name:	 	Cory Miller
	Title:	 	Senior Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 













 
			
	BANKUNITED, N.A.,
	as a Lender
		
	By:	 	 /s/ George Manchenko

	Name:	 	George Manchenko
	Title:	 	SVP



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 













 
			
	STIFEL BANK & TRUST,
	as a Lender
		
	By:	 	 /s/ John H. Phillips

	Name:	 	John H. Phillips
	Title:	 	Executive Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT