Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT dated as of April 28, 2009 (the “
Agreement ”) is entered into among GFI GROUP INC., a
Delaware corporation (“ GFI ”), GFI HOLDINGS
LIMITED, a company incorporated under the laws of England and Wales
(the “ Foreign Borrower ”; together with GFI,
the “ Borrowers ”), the Guarantors, the Lenders
party hereto and BANK OF AMERICA, N.A., as Administrative Agent (in
such capacity, the “ Administrative Agent
”). All capitalized terms used herein and not otherwise
defined herein shall have the meanings given to such terms in the
Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrowers, the
Guarantors, the Lenders and the Administrative Agent entered into
that certain Amended and Restated Credit Agreement dated as of
February 24, 2006 (as amended or modified from time to time,
the “ Credit Agreement ”);
WHEREAS, the Borrowers have
requested and the Lenders have agreed to amend certain terms of the
Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1.
Amendments to the Credit Agreement . The Credit
Agreement is hereby amended as follows:
(a)
The following new definitions are hereby added to Section 1.01
of the Credit Agreement in the appropriate alphabetical order to
read as follows:
(i)
“ Restricted Stock Award ” means any grant of a
share of stock underlying an award permitted under any
shareholder-approved equity incentive plan of GFI.
(ii)
“ Fourth Amendment Effective Date ” means
April 28, 2009.
(iii)
“ Impacted Lender ” means any Lender that
(a) has defaulted in fulfilling its obligations under one or
more other syndicated credit facilities or (b) has an entity
that controls such Lender which has been deemed insolvent or become
subject to a bankruptcy or other similar proceeding.
(b)
The definition of “Aggregate Revolving Commitments” in
Section 1.01 of the Credit Agreement is hereby amended to read
in its entirety as follows:
“ Aggregate Revolving
Commitments ” means the Revolving Commitments of all the
Lenders. The amount of the Aggregate Revolving Commitments in
effect on the Fourth Amendment Effective Date is ONE HUNDRED
SEVENTY-FIVE MILLION DOLLARS ($175,000,000).
(c)
The definition of “Applicable Margin” in
Section 1.01 of the Credit Agreement is hereby amended to read
in its entirety as follows:
“ Applicable Margin
” means the following percentages per annum (as relevant to
Commitment Fee, Letters of Credit and Eurocurrency Rate Loans and
Base Rate Loans), based upon the Consolidated Leverage Ratio as set
forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.02(a)
for the most recent fiscal quarter of GFI:
|
Pricing
Tier
|
|
Consolidated
Leverage Ratio
|
|
Commitment
Fee
|
|
Letters of Credit
&
Eurocurrency
Rate Loans
|
|
Base Rate Loans
|
|
|
1
|
|
< 1.0 to 1.0
|
|
0.35
|
%
|
2.25
|
%
|
1.00
|
%
|
|
2
|
|
< 1.5 to 1.0 but
> 1.0 to 1.0
|
|
0.40
|
%
|
2.50
|
%
|
1.25
|
%
|
|
3
|
|
> 1.5 to 1.0
|
|
0.50
|
%
|
3.00
|
%
|
1.75
|
%
|
Any increase or decrease in the
Applicable Margin resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required
to be delivered pursuant to Section 7.02(a) in
connection with the financial statements referred to in Sections
7.01(a) and (b) ; provided , however
, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Tier 3 shall apply as of
the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall continue
to apply until the first Business Day immediately following the
date a Compliance Certificate is delivered in accordance with
Section 7.02(a) , whereupon the Applicable Margin shall
be adjusted based upon the calculation of the Consolidated Leverage
Ratio contained in such Compliance Certificate. The
Applicable Margin in effect from the Fourth Amendment Effective
Date through the first Business Day immediately following the date
a Compliance Certificate is required to be delivered pursuant to
Section 7.02(a) for the fiscal quarter ending
June 30, 2009 shall be determined based upon Pricing Tier
2.
(d)
The definition of “Consolidated EBITDA” in
Section 1.01 of the Credit Agreement is hereby amended to read
in its entirety as follows:
“ Consolidated EBITDA
” means, for any period, for GFI and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income
(excluding extraordinary and other non-recurring gains and losses
and interest income) for such period plus the following to
the extent deducted in calculating such Consolidated Net
Income: (a) Consolidated Interest Charges for such
period, (b) the provision for federal, state, local and
foreign income taxes payable by GFI and its Subsidiaries for such
period and (c) the amount of depreciation and amortization
expense (including any amortization related to signing bonuses, any
amortization related to any forgivable loan made in lieu of or for
the same purpose as a signing bonus and any amortization related to
Restricted Stock Awards) for such period.
(e)
The definition of “Consolidated Fixed Charge Coverage
Ratio” in Section 1.01 of the Credit Agreement is hereby
amended to read in its entirety as follows:
“ Consolidated Fixed Charge
Coverage Ratio ” means, as of any date of determination,
the ratio of (a) the total of (i) Consolidated EBITDA for
the twelve month period most recently ended for which GFI has
delivered financial statements pursuant to
2
Section 7.01(a)
or 7.01(b) minus
(ii) capitalized signing bonuses during such period to
(b) Consolidated Fixed Charges for the twelve month period
most recently ended for which GFI has delivered financial
statements pursuant to Section 7.01(a) or
7.01(b) .
(f)
The definition of “Consolidated Interest Charges” in
Section 1.01 of the Credit Agreement is hereby amended to read
in its entirety as follows:
“ Consolidated Interest
Charges ” means, for any period, for GFI and its
Subsidiaries on a consolidated basis, an amount equal to the sum of
(i) all interest, premium payments, debt discount, fees,
charges and related expenses of GFI and its Subsidiaries in
connection with Indebtedness (including capitalized interest and
other fees and charges incurred under any asset securitization
program) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in
accordance with GAAP; plus (ii) the portion of rent
expense of GFI and its Subsidiaries with respect to such period
under Capital Leases or Synthetic Leases that is treated as
interest in accordance with GAAP.
(g)
Section 2.03(a)(iii)(E) of the Credit Agreement is hereby
amended to read in its entirety as follows:
(E) &nb
