8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 28, 2014

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34897	80-0006224
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

55 Water Street New York, NY	10041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 968-4100

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GFI GROUP INC.
Dated: August 1, 2014	By:	/s/ James A. Peers
		Name:	James A. Peers
		Title:	Chief Financial Officer

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EXHIBIT INDEX

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.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of July 28, 2014 (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 Second Amended and Restated Credit Agreement dated as of December 20, 2010 (as amended by that certain First Amendment to Credit Agreement and Consent dated as of March 6, 2013 and as further amended or modified from time to time prior to the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrowers have requested and the Required 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.Amendment to the Credit Agreement.  Section 8.11(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a)Consolidated Capital.  Permit Consolidated Capital at any time to be less than $375,000,000; provided that such minimum amount shall be increased at the end of each fiscal quarter of GFI, commencing with the fiscal quarter ending June 30, 2013, on a cumulative basis by an amount equal to 35% of Consolidated Net Income (to the extent positive) for such period; provided, further, that, (x) notwithstanding the foregoing, in no event shall Consolidated Capital be required to be greater than $450,000,000 under this Section 8.11(a) and (y) the minimum amount of Consolidated Capital required pursuant to this Section 8.11(a) shall be reduced by any goodwill or asset impairment charge of GFI in an aggregate amount not to exceed $160,000,000 contained in the financial statements of GFI and its Subsidiaries delivered pursuant to Section 7.01(b) in any of the fiscal quarters ending June 30, 2014, September 30, 2014 or December 31, 2014.

2.Conditions Precedent.  This Agreement shall be effective upon satisfaction of the following conditions precedent:

(a)receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, the Guarantors and the Required Lenders; and

(b)receipt by the Administrative Agent of an amendment fee, for the account of each Lender that provides the Administrative Agent with an executed counterpart of this Agreement on or before 5 p.m. Eastern time on July [    ], 2014, in the amount of $100,000 to be allocated pro rata among such Lenders.

3.Miscellaneous.

(a)The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b)Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

(c)The Borrowers and the Guarantors hereby represent and warrant as follows:

(i)Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(ii)This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable against it in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement other than those which have been obtained and are in full force and effect.

(iv)The representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date.

(v)No event has occurred and is continuing which constitutes a Default or an Event of Default.

(d)This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Agreement by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(e)THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[remainder of page intentionally left blank]

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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

GFI:	GFI GROUP INC.,
	a Delaware corporation, as a Borrower and, with respect to the Foreign Obligations, as a Guarantor
	By:		/s/ James A. Peers
	Name:		James A. Peers
	Title:		Chief Financial Officer
FOREIGN BORROWER:	GFI HOLDINGS LIMITED,
	a company incorporated under the laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
DOMESTIC GUARANTORS:	GFI GROUP LLC,
	a New York limited liability company
	By:		/s/ James A. Peers
	Name:		James A. Peers
	Title:		Chief Financial Officer
	GFINET INC.,
	a Delaware corporation
	By:		/s/ James A. Peers
	Name:		James A. Peers
	Title:		Chief Financial Officer
	GFI MARKETS LLC,
	a Delaware limited liability company
	By:		/s/ James A. Peers
	Name:		James A. Peers
	Title:		Chief Financial Officer
	FENICS SOFTWARE INC.,
	a Delaware corporation
	By:		/s/ James A. Peers
	Name:		James A. Peers
	Title:		Chief Financial Officer

GFI GROUP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT

FOREIGN GUARANTORS:	FENICS LIMITED,
	a company incorporated under the
	laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	FENICS SOFTWARE LIMITED,
	a company incorporated under the
	laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFINET EUROPE LIMITED,
	a company incorporated under the
	laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFI TP LTD.,
	a company incorporated under the
	laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFI MARKETS LTD.,
	a company incorporated under the
	laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer
	GFI NEWGATE LIMITED,
	a company incorporated under the
	laws of England and Wales
	By:	/s/ James A. Peers
	Name:	James A. Peers
	Title:	Chief Financial Officer

GFI GROUP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT

TRAYPORT, LTD.,
a company incorporated under the
laws of England and Wales
By:	/s/ James A. Peers
Name:	James A. Peers
Title:	Chief Financial Officer

GFI GROUP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT

ADMINISTRATIVE
AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Denise Jones
	Name:	Denise Jones
	Title:	Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender and an L/C Issuer
	By:	/s/ Shubhashis De
	Name:	Shubhashis De
	Title:	Assistant Vice President
	BANK OF MONTREAL,
	as a Lender
	By:	Bank of Montreal — Chicago Branch
	By:	/s/ Nicholas Buckingham
	Name:	Nicholas Buckingham
	Title:	Vice President
	By:	Bank of Montreal — London Branch
	By:	/s/ A.L. Ebdon	/s/ L. Rodriguez
	Name:	A.L. Ebdon	L. Rodriguez
	Title:	Managing Director	Managing Director
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender
	By:	/s/ Nick Armstrong
	Name:	Nick Armstrong
	Title:	Vice President
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
	By:	/s/ Leo Lai
	Name:	Leo Lai
	Title:	Executive Director

GFI GROUP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT