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Exhibit 4.2    
    


$600,000,000  


 Refco Finance Holdings LLC  


 Refco Finance Inc.  


 9% Senior Subordinated Notes Due 2012  


 REGISTRATION RIGHTS AGREEMENT  


        August 5, 2004 



CREDIT
SUISSE FIRST BOSTON LLC,

As Representative of the Several Initial Purchasers,

    Eleven Madison Avenue

    New York, New York 10010-3629 


Ladies
and Gentlemen: 


        Refco
Finance Holdings LLC, a Delaware limited liability company and Refco Finance Inc., a Delaware corporation (together with Refco Finance Holdings LLC, the
"Issuers"), propose to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC and Deutsche Bank Securities Inc.
(collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated July 22, 2004 (the
"Purchase Agreement"), $600,000,000 principal amount of their 9% Senior Subordinated
Notes Due 2012 (the "Initial Securities") to be unconditionally guaranteed (the "Guaranties")
immediately following the Merger (as defined in the Purchase Agreement) by the entities set forth on Schedule A hereto (the "Guarantors" and
together with the Issuers, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of August 5, 2004 (the
"Indenture"), among the Issuers and Wells Fargo Bank, National Association, as trustee (the "Trustee").
As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including,
without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the
"Holders"), as follows: 


        1.    Registered Exchange Offer.    Unless not permitted by applicable law (after the Company has complied with the
ultimate paragraph of this Section 1), the Company shall, at its own cost, prepare and, not later than 180 days (or if the 180th day is not a business day, the first business day
thereafter) (such 180th day, or the first business day thereafter, being a "Filing Deadline") after the date of original issue of the Initial Securities
(the "Issue Date"), file with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the
Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating
to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company (i) shall use its reasonable best efforts to cause such Exchange Offer
Registration Statement to be declared effective under the Securities Act within 260 days (or if the 260th day is not a business day, the first business day thereafter) (such 260th day, or the
first business day thereafter, being an "Effectiveness Deadline") after the Issue Date and (ii) shall keep the Exchange Offer Registration
Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being
called the "Exchange Offer Registration Period"). 







 



        If
the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement (provided
that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer not later than 40 days (or if the 40th day is not a business day, the first business day thereafter) after the date on which the Exchange Offer Registration Statement
is declared effective (such 40th day, or the first business day thereafter, the "Consummation Deadline"). 


        Following
the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall, as soon as practicable, commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder
is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understanding
with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions
under the securities laws of the several states of the United States. 


        The
Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption
therefrom, (i) each Holder which is a broker or dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a
"broker-dealer") electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading
activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in
(a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan
of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Private Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus
containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 


        Subject
to Section 3(j), the Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such
persons must comply with such requirements in order to resell the Exchange Securities; provided,  however, that (i) in the case where such prospectus
and any amendment or supplement thereto must be delivered by an Exchanging Dealer such period
shall be the lesser of 180 days (or such shorter period during which such person is required by applicable law to deliver such prospectus) and the date on which all Exchanging Dealers have sold
all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement
thereto available to any broker-dealer or other person with similar prospectus delivery requirements for use in connection with any resale of any Exchange Securities for a period of not less than
180 days after the effective date of the Exchange Offer Registration Statement (or such shorter period during which such persons are required by applicable law to deliver such prospectus). 



        If,
upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously
with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private  


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 Exchange") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to
the matters described in Section 6 hereof) to the Initial Securities (the "Private Exchange Securities"). The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called the "Securities". 


        In
connection with the Registered Exchange Offer, the Company shall: 



        (a)   mail
or cause to be mailed to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents; 


        (b)   keep
the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the
Holders; 


        (c)   utilize
the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee; 


        (d)   permit
Holders to withdraw tendered Securities at any time prior to midnight, New York time, on the last business day on which the Registered Exchange Offer shall remain
open; and 


        (e)   otherwise
comply with all applicable laws. 




        As
soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall: 



        (x)   accept
for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; 


        (y)   deliver
to the Trustee for cancellation all the Initial Securities so accepted for exchange; and 


        (z)   cause
the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 




        On
the date of consummation of the Registered Exchange Offer, the Company shall provide notice to Credit Suisse First Boston LLC, as representative of the Initial Purchasers, which
notice shall state: 



        (a)   that
the Registered Exchange Offer has been consummated and the date of consummation; 


        (b)   that
under certain circumstances, a Holder who did not participate in the Registered Exchange Offer and who fails to notify the Company of such fact in accordance with
the terms of Section 2 of this Agreement within 30 days following consummation of the Registered Exchange Offer may effectively waive all registration rights that such Holder has under
this Agreement; 


        (c)   whether
any Holders did not participate in the Registered Exchange Offer; and 


        (d)   if
any Holders did not participate in the Registered Exchange Offer, the name, address and telephone number of each such Holder who did not participate and the principal
amount of Securities held by each such Holder. 





Following
the delivery of such notice, Credit Suisse First Boston LLC shall be entitled, but in no way obligated, to contact each Holder who did not participate in the Registered Exchange Offer and,
among other things, provide such Holder with the information specified in clauses (a) and (b) above. 


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        The
Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent
together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 


        Interest
on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the Issue Date. 


        Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer
(i) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (ii) such Holder will have no arrangements or understanding with any person
to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-
dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that
it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 


        Notwithstanding
any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto, as of the effective date of such Exchange Offer Registration Statement, amendment or supplement, comply in all material
respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 


        If
following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a
substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will use its reasonable best efforts to seek a no-action letter or
other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer. The Company will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including
without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth
the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by
the Commission staff. 


        2.    Shelf Registration.    If, (i) because of any change in law or in applicable interpretations thereof by
the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) for any other reason the Registered Exchange
Offer is not 


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consummated
by the Consummation Deadline, (iii) any Initial Purchaser shall notify the Company within 30 days following consummation of the Registered Exchange Offer that Initial
Securities or Private Exchange Securities held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) shall notify the Company within 30 days following consummation of the Registered Exchange Offer that it was prohibited by law or Commission policy from participating in the Registered
Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder did not receive freely tradeable Exchange Securities on
the date of the exchange or may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the
Exchange Offer Registration Statement is not sufficient or available for such purpose, and any such Holder so requests, the Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"Trigger Date"): 



        (a)   The
Company shall, at its cost, as promptly as practicable (but in no event more than 30 days after the Trigger Date (or if the 30th day is not a business day,
the first business day thereafter) (such 30th day, or the first business day thereafter, being a "Filing Deadline")) file with the Commission and
thereafter shall use its reasonable best efforts to (x) in the case of a Shelf Registration Statement filed pursuant to clause (i) of the foregoing paragraph, no later than
260 days after the Issue Date (or if the 260th day is not a business day, the first business day thereafter) and (y) in the case of a Shelf Registration Statement filed pursuant to
clause (ii), (iii) or (iv) of the foregoing paragraph, no later than 90 days after the applicable Filing Deadline (or if the 90th day is not a business day, the first
business day thereafter) (such 260th or 90th day, or the first business day thereafter, as the case may be, being an "Effectiveness Deadline"), cause to
be declared effective under the Securities Act a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer
Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the "Shelf Registration"); provided,  however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Securities held by it covered by such Shelf Registration
Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided further,  however,
that no Holder shall be entitled to have Securities held by it covered by such Shelf Registration Statement unless such Holder complies with
Section 3(n) hereof. 


        (b)   Subject
to Section 3(j), the Company shall keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the Securities registered on such Shelf Registration Statement, for a period of two years (or for such longer period if extended pursuant to Section 3(j)
below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) can
be sold pursuant to Rule 144 under the Securities Act without any
limitations under clauses (c), (e), (f) or (h) thereof. The Company shall be deemed not to have kept the Shelf Registration Statement continuously effective during the requisite period
if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by
applicable law. 


        (c)   Notwithstanding
any other provisions hereof, the Company will use its reasonable best efforts to ensure that the Shelf Registration Statement and the related prospectus
and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, 



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amendment
or supplement, (i) comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and (ii) do not, when they
become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 




        3.    Registration Procedures.    In connection with any Shelf Registration contemplated by Section 2 hereof
and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 



        (a)   The
Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is
participating in the Shelf Registration Statement, the Company shall use its reasonable best efforts to reflect in such document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably and timely may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose
of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set
forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the
prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of
the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a "Participating
Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of
the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders and who have provided in writing
information required to be disclosed with respect to such Holders on a timely basis. 


        (b)   The
Company shall give written notice to the Initial Purchasers, the Holders of the Securities covered by a Shelf Registration Statement and any Participating
Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 



          (i)  when
the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective; 


         (ii)  of
any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; 



        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 




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        (iv)  of
the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and 



         (v)  of
the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the
prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the
prospectus, in the light of the circumstances under which they were made) not misleading. 




        (c)   The
Company shall make every reasonable effort to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Registration
Statement. 


        (d)   The
Company shall furnish to each Holder of Securities included in the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by
reference). 


        (e)   The
Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those, if any, incorporated by reference). 


        (f)    The
Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included in the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents,
subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and
sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 


        (g)   The
Company shall deliver to each Initial Purchaser, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered
Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably
request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Participating Broker-Dealer and such other
persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or
supplement thereto, included in such Exchange Offer Registration Statement. 


        (h)   Prior
to any public offering of the Securities pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such
states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided, however, that the
foregoing cooperation shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties by one counsel designated by and on behalf of such Holders as described in
Section 4 hereof; and provided further, however, that the Company shall not be required to
(i) qualify generally to do business in any 



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jurisdiction
where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 


        (i)    The
Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of
the Securities pursuant to such Registration Statement. 


        (j)    Upon
the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is
required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the
related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of
Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the
Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). 



        (k)   Not
later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities
or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. 


        (l)    The
Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf
Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning
with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 


        (m)  The
Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 


        (n)   The
Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder
and the distribution of the Securities by such Holder as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, including requiring the Holder to
properly complete and execute such selling security holder questionnaires, and any amendments or 



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supplements
thereto, as the Company may reasonably deem necessary or appropriate, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request. 


        (o)   The
Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as
any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 


        (p)   In
the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of Securities included in such Shelf
Registration, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of such Securities or
any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company's officers, directors, employees,
accountants and auditors to supply all relevant information reasonably requested by the Holders of such Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;  provided,
however, that the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by you and on behalf of the other parties by one counsel designated by and on behalf of such other parties as described in Section 4 hereof. 


        (q)   In
the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion
and updates thereof relating to the Securities in customary form addressed to such Holders and the Managing Underwriters (as defined below), if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, (1) the due incorporation or
organization and good standing of the Company and its subsidiaries; (2) the qualification of the Company and its subsidiaries to transact business as foreign corporations or companies;
(3) the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; (4) the due authorization, execution, authentication
and issuance, and the validity and enforceability, of the applicable Securities; (5) the absence of material legal or governmental proceedings involving the Company and its subsidiaries;
(6) the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of
the type referred to in Section 3(o) hereof; (7) the compliance as to form in all material respects of such Shelf Registration Statement and any documents incorporated by reference
therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and (8) as of the date of the opinion and as of the effective date of the
Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as
then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the
Commission under the Exchange Act)); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the
applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the
Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in 



9







 




customary
form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 



        (r)   In
the case of the Registered Exchange Offer, if requested by any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such
Participating Broker-Dealer signed opinions substantially in the forms set forth as Exhibit D, Exhibit E and Exhibit F to the Purchase Agreement with such changes as are customary
in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which
financial information is provided in the Registration Statement to deliver to such Participating Broker-Dealer a comfort letter, in customary form, substantially similar in substance to
Exhibit A to the Purchase Agreement, with appropriate date changes. 



        (s)   If
a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on the Initial Securities so
exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise
satisfied. 


        (t)    The
Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, in the case of (a) and (b) if so requested by Holders of at least a majority in aggregate principal amount of Securities
covered by such Registration Statement, or by the Managing Underwriters, if any. 


        (u)   In
the event that any broker-dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc.
("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so
require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent,
to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof
and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 


        (v)   The
Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby. 




        4.    Registration Expenses.    The Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange Offer), whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, and, in the event
of a Shelf 


10







 

Registration,
shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of at least a majority in
principal amount of the Securities covered thereby to act as counsel for the Holders of the Securities in connection therewith. 



        5.    Indemnification.    (a) The Company agrees to indemnify and hold harmless each Holder of the Securities,
any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they are made, not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof;  provided, however, that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made
in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was
required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the
final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further,  however, that this
indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company
shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. 


        (b)   Each
Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or
arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the 


11







 



light
of the circumstances under which they are made, not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in
connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons. 


        (c)   Promptly
after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement
thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement
(i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 


        (d)   If
the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities
(or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other
indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to 


12







 



include
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received
by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the
meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 


        (e)   The
agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 


        6.    Additional Interest Under Certain Circumstances.    (a) Additional interest (the
"Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses
(i) through (iv) below a "Registration Default"): 



        (i)    any
Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; 


        (ii)   any
Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; 



        (iii)  the
Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or 


        (iv)  any
Registration Statement required by this Agreement has been declared effective by the Commission, but (A) such Registration Statement thereafter ceases to be
effective; or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein
because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 




Each
of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission. 


        Additional
Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the "Additional Interest
Rate") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional
0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.00% per annum. 


13







 



        (b)   A
Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Registration
Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration
Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to
permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus
and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs for a continuous period
in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. 


        (c)   Any
amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities, and further multiplied by a fraction,
the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360. 


        (d)   "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been exchanged
by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange
Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy
of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in
accordance with a Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(k) under the Securities Act. 


        7.    Rules 144 and 144A.    The Company shall use its reasonable best efforts to file the reports required to
be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of
Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such
further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the
Company to register any of its securities pursuant to the Exchange Act. 


        8.    Underwritten Registrations.    If any of the Transfer Restricted Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the Holders of at least a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. 



        No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and 


14







 



(ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements. 


        9.    Miscellaneous.    


        (a)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of at least a majority in aggregate principal amount of the
Securities affected by such amendment, modification, supplement, waiver or consent. Without the consent of the Holder of each Security adversely effected, however, no change may be made to the
provisions relating to the payment of Additional Interest. 



        (b)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 



        (1)   if
to a Holder of the Securities, at the most current address given by such Holder to the Company; 



        (2)   if
to the Initial Purchasers; 



c/o
Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group 




with
a copy to: 



Cravath,
Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019-7475

Fax No.: (212) 474-3700

Attention: George A. Stephanakis 




        (3)   if
to the Company, at its address as follows: 



Refco
Group Ltd., LLC

One World Financial Center

200 Liberty Street, Tower A

New York, NY 10281

Fax No.: (212) 693-6524

Attention: Robert C. Trosten 




with
a copy to: 



Weil,
Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Fax No.: (212) 310-8007

Attention: Todd R. Chandler 





        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the
mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by 


15







 

facsimile
transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 


        (c)    No Inconsistent Agreements.    The Company has not, as of the date hereof, entered into, nor shall it, on or
after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 


        (d)    Successors and Assigns.    This Agreement shall be binding upon the Company and its successors and assigns. 


        (e)    Counterparts.    This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 



        On
the Acquisition Closing Date (as defined in the Purchase Agreement) each Guarantor will execute a counterpart to this Agreement in the form set forth in Exhibit A and Refco
Group Ltd., LLC will execute a counterpart to this Agreement in the form set forth in Exhibit B. 


        (f)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (g)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 


        The
Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. 


        (h)    Severability.    If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby. 


        (i)    Securities Held by the Company.    Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 



        (j)    Third Party Beneficiaries.    The Holders shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary
or advisable to protect their rights or the rights of Holders hereunder. 


16









   
        If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. 



	 	 	Very truly yours,
	

 	
 	
REFCO FINANCE HOLDINGS LLC
	

 	
 	

By:	
 	

/s/  SCOTT JAECKEL      
	 	 	 	 	
 Name: Scott Jaeckel

Title: Treasurer
	

 	
 	
REFCO FINANCE INC.
	

 	
 	

By:	
 	

/s/  SCOTT JAECKEL      
	 	 	 	 	
 Name: Scott Jaeckel

Title: Treasurer





The
foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written. 


CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.



BY CREDIT SUISSE FIRST BOSTON LLC 



	By:	 	/s/  JOSEPH MOLLUSO      
 Name: Joseph Molluso

Title: Director	 	 




17








ANNEX A  


        Each
broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale
of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution." 








ANNEX B  


        Each
broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." 








ANNEX C  


PLAN OF DISTRIBUTION  


        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition,
until                        , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1) 




	(1)
	In
addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 



        The
Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the
Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the
Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of
any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates
in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission
or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 



        For
a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act. 








ANNEX D  


        o
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO. 



	Name:	 	 
	 	 	

	Address:	 	 
	 	 	

	

 	
 	








        If
the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 








SCHEDULE A  


 GUARANTORS  



	Subsidiary
 
	 	State of Incorporation or Organization

	Bersec International LLC	 	Delaware
	Kroeck & Associates LLC	 	Delaware
	Lind-Waldock Securities, LLC	 	Delaware
	Market Educational Institute, LLC	 	Delaware
	Marshall Metals, LLC	 	Delaware
	Refco Administration, LLC	 	Delaware
	Refco Capital Holdings, LLC	 	Delaware
	Refco Capital Management, LLC	 	Delaware
	Refco Capital Trading LLC	 	Delaware
	Refco Capital LLC	 	Delaware
	Refco F/X Associates, LLC	 	Delaware
	Refco Financial, LLC	 	Delaware
	Refco Fixed Assets Management, LLC	 	Delaware
	Refco Global Capital Management LLC	 	Delaware
	Refco Global Futures, LLC	 	Delaware
	Refco Global Holdings, LLC	 	Delaware
	Refco Information Services, LLC	 	Delaware
	Refco Managed Futures, LLC	 	Delaware
	Refco Mortgage Securities, LLC	 	Delaware
	Refco Regulated Companies, LLC	 	Delaware
	Summit Management, (Newco) LLC	 	Delaware
	Westminster-Refco Management LLC	 	Delaware










EXHIBIT A  


 FORM OF COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT

TO BE EXECUTED BY THE GUARANTORS  


 COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT  


        Upon consummation of the Merger, the undersigned hereby agrees to be bound by all the obligations of a Guarantor under the terms of the Registration Rights
Agreement (the "Registration Rights Agreement") dated August 5, 2004, among Refco Finance Holdings LLC, a Delaware limited liability company, Refco Finance Inc., a Delaware corporation,
and the Initial Purchasers. Capitalized terms used, but not defined, in this Counterpart To The Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights
Agreement. 



	Dated: August 5, 2004	 	 	 	 
	 	 	BERSEC INTERNATIONAL LLC;

KROECK & ASSOCIATES LLC;

LIND-WALDOCK SECURITIES, LLC;

MARKET EDUCATIONAL INSTITUTE, LLC;

MARSHALL METALS, LLC;

REFCO ADMINISTRATION, LLC;

REFCO CAPITAL HOLDINGS, LLC;

REFCO CAPITAL MANAGEMENT, LLC;

REFCO CAPITAL TRADING LLC;

REFCO CAPITAL LLC;

REFCO F/X ASSOCIATES, LLC;

REFCO FINANCIAL, LLC;

REFCO FIXED ASSETS MANAGEMENT, LLC;

REFCO GLOBAL CAPITAL MANAGEMENT LLC;

REFCO GLOBAL FUTURES, LLC;

REFCO GLOBAL HOLDINGS, LLC;

REFCO INFORMATION SERVICES, LLC;

REFCO MANAGED FUTURES, LLC;

REFCO MORTGAGE SECURITIES, LLC;

REFCO REGULATED COMPANIES, LLC;

SUMMIT MANAGEMENT, (NEWCO) LLC;

WESTMINSTER-REFCO MANAGEMENT LLC;
	

 	
 	

each as a Guarantor,
	

 	
 	

By:	
 	

/s/  PHILIP SILVERMAN      
	 	 	 	 	
 Name: Philip Silverman

Title: Secretary










EXHIBIT B  


 FORM OF COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT

TO BE EXECUTED BY REFCO GROUP LTD., LLC  


 COUNTERPART TO THE REGISTRATION RIGHTS AGREEMENT  


        Upon the consummation of the Merger, the undersigned hereby agrees to be bound by all the obligations of an Issuer under the terms of the Registration Rights
Agreement (the "Registration Rights Agreement") dated August 5, 2004, among Refco Finance Holdings LLC, a Delaware limited liability company, Refco Finance Inc., a Delaware corporation,
and the Initial Purchasers. The undersigned further agrees that all references in the Registration Rights Agreement to an "Issuer", the "Issuers", and the "Company" shall be references to the
undersigned. Capitalized terms used, but not defined, in this Counterpart To The Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement. 



	Dated: August 5, 2004	 	 	 	 
	 	 	REFCO GROUP LTD., LLC
	

 	
 	

By:	
 	

/s/  PHILIP SILVERMAN      
	 	 	 	 	
 Name: Philip Silverman

Title: Secretary













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Exhibit 4.2