**Exhibit10.3.2**

 

**Supplemental Debenture**

** **

** **

**Dated     February 24, 2006**

 

 

**GFI Holdings Limited**

(and others as Chargors)

 

**Bank of America, N.A.**

**(as Administrative Agent)**

 

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**Contents**

** **
| **1**                                           | ** ** | **Definitions**                          | **1**      |
|-------------------------------------------------|------------|------------------------------------------|------------|
| ** **                                      | ** ** | ** **                               | ** ** |
| **2**                                           | ** ** | **Creation of security**                 | **2**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **3**                                           | ** ** | **Security to be included in Debenture** | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **4**                                           | ** ** | **Further assurances**                   | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **5**                                           | ** ** | **Continuing Debenture**                 | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **6**                                           | ** ** | **Effect as a Deed**                     | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **7**                                           | ** ** | **Counterparts**                         | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **8**                                           | ** ** | **Provisions severable**                 | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **9**                                           | ** ** | **Further provisions**                   | **3**      |
| ** **                                      | ** ** | ** **                               | ** ** |
| **Schedule 1 – The Chargors**         | **4**      |
| ** **                                      | ** ** |
| **Schedule 2 – Further Group Shares** | **5**      |

 

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**Deed**

** **

**Dated February 24, 2006**

** **

**Between**

** **

(1)                                 The companies identified in Schedule 1 (each a **Chargor** and together the **Chargors**); and

 

(2)                                 **Bank of America, N.A.** as agent and trustee for the Secured Parties (the **Administrative Agent**) which expressionshall include all successor Administrative Agents appointed from time to time.

 

**Recitals**

** **

A                                     This Deed is supplemental to a debenture dated 23 August 2004 (the **Debenture**) between the Chargors and theAdministrative Agent.

 

B                                       This Deed is a Foreign Security Agreement as defined in that certaincredit agreement entered into as of 23 August 2004 as amended and restatedpursuant to the amended and restated credit agreement dated on or about thedate of this Deed (the **Credit Agreement**)among GFI Group, Inc., a Delaware corporation, GFI Holdings Limited, a companyincorporated in England and Wales, the Guarantors identified therein, theLenders identified therein and Bank of America, N.A. as Administrative Agent.

 

**It is agreed**

** **

# **1**                                        Definitions

# ** **

Words and expressions defined in the Debenture shallhave the same meanings in this Deed unless they are expressly defined in itand, in addition, in this Deed:

 

**Further Group Shares** means the shares referred to in Schedule 2 (*Further Group Shares*) not otherwise mortgaged or chargedpursuant to the Debenture.

 

**Further Related Rights** means all dividends and other distributions paid or payable aftertoday’s date in respect of all or any Further Group Shares or Investments andall stocks, shares, securities (and the dividends or interest on them), rights,money or property accruing or offered at any time by way of redemption, bonus,preference, option rights or otherwise to or in respect of them or insubstitution or exchange for any of them.

 

**Further Security Shares** means the Further Group Sharesand the Investments (in each case) together with their Further Related Rightsand, in the case of a particular Chargor, means such of the Further GroupShares and Investments as are held by it at the relevant time together with theirFurther Related Rights.

 

**Investments** all or any stocks, shares (other than any Group Shares or FurtherGroup Shares), bonds and securities of any kind (marketable or otherwise),negotiable instruments and warrants and any other financial instruments (as definedin the Regulations).

 

**Regulations**means the Financial Collateral Arrangements (No 2) Regulations 2003(S.I. 2003/3226) or equivalent legislation in any applicable jurisdictionbringing into effect Directive 2002/47/EC on financial collateral arrangements,and **Regulation** means any of them.

 

1

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# **2**                                        Creation of security

# ** **

## **2.1**                              Further Group Shares

## ** **

The Chargors mortgage or (if or to the extent that this Deed does nottake effect as a mortgage) charge by way of fixed charge:

 

(a)           theFurther Group Shares; and

 

(b)           allrelated Further Related Rights,

 

**PROVIDED THAT:**

 

##### (i)                                    until the occurrence of an Enforcement Event, all dividends andother distributions paid or payable as referred to in paragraph (b) above maybe paid directly to the relevant Chargor (in which case the AdministrativeAgent or its nominee shall execute any necessary dividend mandate) and, if paiddirectly to the Administrative Agent shall be paid promptly by it to therelevant Chargor; and

#####  

##### (ii)                                 subject to clause 5.4.3 of the Debenture until the occurrence of anEnforcement Event, all voting rights attaching to the relevant Further GroupShares may be exercised by the relevant Chargor or, where the shares have beenregistered in the name of the Administrative Agent or its nominee, as therelevant Chargor may direct in writing, and the Administrative Agent and anynominee of the Administrative Agent in whose name such Further Group Shares areregistered shall execute any form of proxy or other document reasonablyrequired in order for the relevant Chargor to do so.

#####  

## **2.2**                              Investments

## ** **

The Chargors mortgage or (if or to the extent thatthis Deed does not take effect as a mortgage) charge by way of fixed charge:

 

#### (a)                                  the Investments; and

####  

#### (b)                                 all related Further Related Rights,

####  

**PROVIDED THAT:**

 

##### (i)                                    until the occurrence of an Enforcement Event, all dividends andother distributions paid or payable as referred to in paragraph (b) above maybe paid directly to the relevant Chargor (in which case the AdministrativeAgent or its nominee shall execute any necessary dividend mandate) and, if paiddirectly to the Administrative Agent shall be paid promptly by it to therelevant Chargor; and

#####  

##### (ii)                                 subject to clause 5.4.3 of the Debenture until the occurrence of anEnforcement Event, all voting rights attaching to the relevant Investments maybe exercised by the relevant Chargor or, where the shares have been registeredin the name of the Administrative Agent or its nominee, as the relevant Chargormay direct in writing, and the Administrative Agent and any nominee of theAdministrative Agent in whose name such Investments are registered shallexecute any form of proxy or other document reasonably required in order forthe relevant Chargor to do so.

 

2

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# **3**                                        Security to be included inDebenture

# ** **

For the purposes of this Deed and the Debenture and with effect fromthe date of this Deed, the property and assets of the Chargors mortgaged,charged or assigned to the Administrative Agent (whether by way of legalmortgage, assignment or fixed or floating charge) by or pursuant to this Deedshall form part of the Security Assets and references in the Debenture to thesecurity constituted or created by or pursuant to the Debenture shall be deemedto include the security created by or pursuant to this Deed.

 

# **4**                                        Further assurances

# ** **

## **4.1**                                Clauses 13 (*Further Assurances*) of the Debenture shall apply in relationto this Deed as if the reference in that clause to the Debenture were areference to this Deed.

## ** **

## **4.2**                                Clause 4.5 (*Security Shares*) and Clause 5.4 (*Security Shares*) of the Debenture shallapply in relation to this Deed as if the references in those clauses to theSecurity Shares were a reference to the Further Security Shares and referencesin those clauses to the Related Rights were a reference to the Further RelatedRights.

## ** **

# **5**                                        Continuing Debenture

# ** **

The Debenture shall continue in full force and effect as supplementedby this Deed.

 

# **6**                                        Effect as a Deed

# ** **

This Deed shall take effect as a deed even if it is signed under handon behalf of the Administrative Agent.

 

# **7**                                        Counterparts

# ** **

This Deed may be executed in any number of counterparts, and this hasthe same effect as if the signatures on the counterparts were on a single copyof this Deed.

 

# **8**                                        Provisions severable

# ** **

If, at any time, any provision of this Deed is orbecomes invalid, illegal or unenforceable in any respect under any law, thevalidity, legality and enforceability of the remaining provisions will not inany way be affected or impaired.

 

# **9**                                        Further provisions

# ** **

The provisions of clauses 1.2 (*Construction*),11 (*Expenses and Indemnity*), 15 (*Continuing security*), 19 (*Notices*)and 20 (*Governing Law and Jurisdiction*)**of the Debenture shall apply to this Deed as they apply tothe Debenture.

 

**Executed** as a deed and delivered on the date appearing at the beginning ofthis Deed.

 

3

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**Schedule 1 – The Chargors**

** **
| **GFI Holdings Limited**       |   |              |
|--------------------------------|--------|-------------------|
|                           |   |              |
| Registered Number:             |   | 3405222           |
| Jurisdiction of Incorporation: |   | England and Wales |
|                           |   |              |
| **Fenics Limited**             |   |              |
|                           |   |              |
| Registered Number:             |   | 3027028           |
| Jurisdiction of Incorporation: |   | England and Wales |
|                           |   |              |
| **Fenics Software Limited**    |   |              |
|                           |   |              |
| Registered Number:             |   | 3108922           |
| Jurisdiction of Incorporation: |   | England and Wales |
|                           |   |              |
| **GFINet Europe Limited**      |   |              |
|                           |   |              |
| Registered Number:             |   | 3996781           |
| Jurisdiction of Incorporation: |   | England and Wales |

 

4

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**Schedule 2 – Further Group Shares**

 
| **Chargor**            | ** ** | **Company Name**  | ** ** | **Type of  Share** | ** ** | **Number of Shares** | ** ** |
|------------------------|------------|------------------------|------------|-------------------------|------------|--------------------------------|------------|
| GFI  Holdings Limited  |       | GFINet Europe Limited  |       | Ordinary                |       | 4,000,201                      |       |
| GFI  Holdings Limited  |       | GFI Securities Limited |       | Ordinary                |       | 750,000                        |       |
| GFI  Holdings Limited  |       | GFI Brokers Limited    |       | Ordinary                |       | 100                            |       |
| GFINet  Europe Limited |       | GFINet UK Limited      |       | Ordinary                |       | 101                            |       |

 

5

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**TheChargors**

 
| Executed as a deed by             |               |
|-----------------------------------|--------------------|
| **GFI Holdings Limited**          |               |
| acting by two of its directors    |               |
| or one director and its secretary | /s/ Andy Herrtage  |   |
|                              | Director           |
|                              |               |
|                              | /s/ Steve McMillan |   |
|                              | Director           |
|                              |               |
| Executed as a deed by             |               |
| **Fenics Limited**                |               |
| acting by two of its directors    |               |
| or one director and its secretary | /s/ Andy Herrtage  |   |
|                              | Director           |
|                              |               |
|                              | /s/ Steve McMillan |   |
|                              | Director           |
|                              |               |
| Executed as a deed by             |               |
| **Fenics Software Limited**       |               |
| acting by two of its directors    |               |
| or one director and its secretary | /s/ Andy Herrtage  |   |
|                              | Director           |
|                              |               |
|                              | /s/ Steve McMillan |   |
|                              | Director           |
|                              |               |
| Executed as a deed by             |               |
| **GFINET Europe Limited**         |               |
| acting by two of its directors    |               |
| or one director and its secretary | /s/ Andy Herrtage  |   |
|                              | Director           |
|                              |               |
|                              | /s/ Steve McMillan |   |
|                              | Director           |

 

 

**TheAdministrative Agent**

 

**Bankof America, N.A. as Administrative Agent**

 
| By:                          | /s/ Sean W. Cassidy |   |
|------------------------------|---------------------|--------|
|                         |                |   |
| Name: Sean W. Cassidy        |
|                         |
| Title: Senior Vice President |

 

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