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GFI GROUP INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

August 1, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On July 28, 2014, GFI Group Inc. (the "Company") and GFI Holdings Limited, as Borrowers, certain subsidiaries of the Company as Guarantors, various lenders and Bank of America, N.A. ("Bank of America"), as Administrative Agent, entered into a Second Amendment to Credit Agreement (the "Second Amendment") that amends the Company's Second Amended and Restated Credit Agreement, dated December 20, 2010 (the "Second A&R Credit Agreement" and as amended by the First Amendment and Consent dated as of March 6, 2013 (the "First Amendment"), and as further amended or modified from time to time, the "Credit Agreement"). The Second A&R Credit Agreement was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 20, 2010 and the First Amendment was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2013. The Second Amendment reduces the aggregate amount of consolidated shareholders' equity and preferred equity of the Company and its subsidiaries required to be maintained, as determined in accordance with generally accepted accounting principles, to an amount equal to at least $375,000,000 (such amount, the "Consolidated Capital Amount"). The Consolidated Capital Amount is subject to certain adjustments as specified in the Credit Agreement.

A copy of the Second Amendment is attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Second A&R Credit Agreement, the First Amendment and Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Credit Agreement, the First Amendment and Second Amendment.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 concerning the Company's direct financial obligations is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description of Exhibit 10.1 Second Amendment to Credit Agreement, dated as of July 28, 2014, among GFI Group Inc. and GFI Holdings Limited, as Borrowers, certain subsidiaries of the Company as Guarantors, various Lenders and Bank of America, N.A., as administrative Agent. 2



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Source: Edgar Glimpses


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