Supplemental Indenture, dated as of May 4, 2010



 Exhibit 10.1 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE, dated as of May 4, 2010 (this “Supplemental Indenture”), between BGC Partners, Inc., a
Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America (the “Trustee”), to the Indenture (as defined
and referred to below). 
 W I T N E S S E T H: 

WHEREAS, the Company and the Trustee have entered into an Indenture, dated as of April 1, 2010 (the “Indenture”),
pursuant to which the Company issued $150,000,000 aggregate principal amount of 8.75% Convertible Senior Notes due 2015 (the “Notes”); 

WHEREAS, the Company desires to modify and amend certain provisions of the Indenture for the benefit of the holders of the Notes;

 WHEREAS, Section 11.02 of the Indenture provides that, subject to certain exceptions, the Company and the Trustee may
amend the Indenture with the consent of the holders of at least a majority in aggregate principal amount of all outstanding Notes; 

WHEREAS, the holder of all of the outstanding Notes has consented to the amendments contemplated by this Supplemental Indenture; and

 WHEREAS, all other acts, things and proceedings required by applicable law and by the Indenture necessary for the execution
and delivery of this Supplemental Indenture, and to make this Supplemental Indenture a valid supplement to the Indenture according to its terms and a valid and binding agreement of the Company, have been duly done and performed. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree, for the equal and ratable benefit of the holders of the Notes, as follows: 

1. Capitalized Terms. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the
Indenture. 
  

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 2. Amendments to Section 15.03 of the Indenture. Section 15.03 of the
Indenture is hereby amended by: 
 (i) replacing the “Make-Whole Conversion Rate Adjustment” table included in
Section 15.03(a) with the following table: 
 Make-Whole Conversion Rate Adjustment 

(per $1,000 principal amount of Notes) 

Stock Price 
  

																							
	 Effective date
	  	$6.01	  	$6.50	  	$7.00	  	$7.50	  	$8.00	  	$9.00	  	$12.00	  	$15.00	  	$18.00	  	$21.00	  	$24.00
												
	 April 1, 2010
	  	23.735	  	18.061	  	13.832	  	11.122	  	9.325	  	7.064	  	3.610	  	1.892	  	0.952	  	0.430	  	0.149
												
	 April 15, 2011
	  	23.735	  	15.464	  	11.387	  	8.932	  	7.385	  	5.496	  	2.593	  	1.187	  	0.468	  	0.121	  	0.000
												
	 April 15, 2012
	  	23.735	  	13.120	  	9.142	  	6.954	  	5.678	  	4.176	  	1.828	  	0.713	  	0.190	  	0.000	  	0.000
												
	 April 15, 2013
	  	23.735	  	11.127	  	7.004	  	5.048	  	4.067	  	2.982	  	1.234	  	0.402	  	0.037	  	0.000	  	0.000
												
	 April 15, 2014
	  	23.735	  	8.946	  	4.338	  	2.779	  	2.231	  	1.657	  	0.670	  	0.175	  	0.000	  	0.000	  	0.000
												
	 April 15, 2015
	  	23.735	  	0.000	  	0.000	  	0.000	  	0.000	  	0.000	  	0.000	  	0.000	  	0.000	  	0.000	  	0.000

 (ii) amending the
phrase “is less than $5.92 per share...” in Section 15.03(a)(ii) to be “is less than $6.01 per share...”; and 

(iii) amending the phrase “issuable upon conversion of the Notes exceed 168.8634 per $1,000 principal amount of
Notes...” in Section 15.03(a)(v) to be “issuable upon conversion of the Notes exceed 166.3884 per $1,000 principal amount of Notes ...”. 

3. Effect of Supplemental Indenture. From and after the effective date of this Supplemental Indenture, the Indenture shall be
supplemented in accordance herewith, and this Supplemental Indenture shall form part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

 4. Indenture Remains in Full Force and Effect. Except as supplemented by this Supplemental Indenture, all provisions
in the Indenture shall remain in full force and effect. 
 5. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of the Trust Indenture Act shall control. If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this
Supplemental Indenture, as the case may be. 
 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). 

 

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 7. Execution in Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 8. Effect of Headings. The headings
and sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

9. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its signing by the parties hereto.

 10. Severability. In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 11.
Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder
and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture, the Indenture or the Notes. 

12. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

[Signature page follows] 
  

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

					
	BGC PARTNERS, INC.
		
	By:	 	 /s/ Stephen M. Merkel

		 	Name:	 	Stephen M. Merkel
		 	Title:	 	Executive Vice President, General Counsel and Secretary
	
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, AS TRUSTEE

		
	By:	 	 /s/ Raymond Delli Colli

		 	Name:	 	Raymond Delli Colli
		 	Title:	 	Vice President


 [Signature Page to
the Supplemental Indenture, dated as of May 4, 2010, regarding BGC Partners, 
 Inc.’s $150 million aggregate
principal amount of 8.75% Convertible Senior Notes due 2015]