MF GLOBAL HOLDINGS LTD. (a Delaware corporation) 22,535,211 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT by and between MF GLOBAL LTD., and J.C. Flowers II L.P. Dated as of •, 2008Registration Rights Agreement • June 13th, 2008 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of •, 2008, by and between MF Global Ltd., a company incorporated in Bermuda (the “Company”), and J.C. Flowers II L.P. (the “Investor”).
Re: MF Global – Employment AgreementEmployment Agreement • June 17th, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
MF GLOBAL HOLDINGS LTD. (a Delaware corporation) 1.875% Convertible Senior Notes due 2016 UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
The Securities will be convertible on the terms, and subject to the conditions, set forth in the Indenture. As used herein, “Conversion Shares” means the fully paid, non-assessable shares of common stock, par value $1.00 per share, of the Company (“Common Stock”) to be received by the holders of the Securities upon conversion of the Securities pursuant to the terms of the Securities and the Indenture. The Securities will be convertible initially at a conversion rate of 96.4716 shares of Common Stock per $1,000 principal amount of the Securities, on the terms, and subject to the conditions, set forth in the Indenture.
MF GLOBAL LTD. AMENDED AND RESTATED RESTRICTED SHARE UNIT AWARD AGREEMENT (Share Option Exchange Program)Restricted Share Unit Award Agreement • October 7th, 2009 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement (this “Agreement”) sets forth the terms and conditions of the award (this “Award”) granted to the recipient set forth in Section 2 (the “Grantee”) by MF Global Ltd., a Bermuda exempted company (the “Company”), under the MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan (the “Plan”), of Restricted Share Units (the “RSUs”) in respect of common shares of the Company, par value U.S. $1.00 per share (the “Shares”) on the terms and conditions set forth herein.
MF GLOBAL HOLDINGS LTD. (a Delaware corporation)Underwriting Agreement • August 9th, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
MF Global Holdings Ltd., a Delaware corporation (the “Company”), confirms its agreements with the several Underwriters listed in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Jefferies & Company, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $325,000,000 aggregate principal amount of the Company’s 6.25% Senior Notes due 2016 (the “Securities”). The Securities are to be issued pursuant to a senior debt indenture, dated February 11, 2011, as supplemented by a supplemental indenture, to be dated as of the Closing Time (as defined herein) (collectively, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
AGREEMENT OF LEASE between PARK AVENUE PLAZA OWNER LLC, Landlord and MF GLOBAL INC. Tenant March , 2010 PREMISES: Park Avenue Plaza 55 East 52nd Street New York, New York 10022Agreement of Lease • May 28th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
AGREEMENT OF LEASE made as of this day of March, 2010 between PARK AVENUE PLAZA OWNER LLC, having an office at c/o FISHER BROTHERS, 299 Park Avenue, New York, New York 10171 (herein called “Landlord”) and MF GLOBAL INC., a Delaware corporation, having an office at 717 Fifth Avenue, New York, New York 10022 (herein called “Tenant”).
MF GLOBAL HOLDINGS LTD. SHARE OPTION AWARD AGREEMENTShare Option Award Agreement • February 3rd, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement (this “Agreement”) sets forth the terms and conditions of the award (this “Award”) granted to the recipient set forth in Section 2 (the “Grantee”) by MF Global Holdings Ltd., a Delaware corporation (the “Company”), of an option (this “Option”) to purchase shares of common stock of the Company, par value U.S. $1.00 per share (the “Shares”), on the terms and conditions set forth herein.
MF GLOBAL LTD. AMENDED AND RESTATED SHARE OPTION AWARD AGREEMENTShare Option Award Agreement • November 13th, 2007 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement sets forth the terms and conditions of the award (this “Award”) granted to the recipient set forth in Section 2 (the “Grantee”) by MF Global Ltd., a Bermuda exempted company (the “Company”), under the MF Global Ltd. 2007 Long Term Incentive Plan (the “Plan”), of an option (the “Option”) to purchase common shares of the Company (“Shares”) under the terms and conditions set forth herein.
ACQUISITION AGREEMENT dated as of November 13, 2005 by and among Man Financial Inc., as Buyer, and Refco Inc., Refco Group Ltd., LLC, Refco Global Futures LLC, Refco Global Holdings, LLC, Refco LLC, Refco (Singapore) PTE Limited, Refco Canada Co.,...Acquisition Agreement • May 31st, 2007 • MF Global Ltd. • New York
This ACQUISITION AGREEMENT, dated as of November 13, 2005, is by and among Man Financial Inc., a Delaware corporation (“Buyer”), Refco Inc., a Delaware corporation (“Parent”), Refco Group Ltd., LLC, a Delaware limited liability company (“RGL”), Refco Global Futures, LLC, a Delaware limited liability company (“Refco Global Futures”), Refco Global Holdings, LLC (“Refco Global Holdings”), Refco LLC, a Delaware limited liability company (the “Company”), Refco Overseas Ltd, a United Kingdom company (“Refco Overseas”), Refco Canada Co., a Canadian company (“Refco Canada”), Refco (Singapore) Pte. Ltd., a Singapore corporation (“Refco Singapore”), Refco Investment Services Pte. Ltd., a Singapore corporation (“RIS”), Refco Hong Kong Ltd., a Hong Kong corporation (“Refco Hong Kong”), Refco Capital Markets, Ltd., a corporation organized under the Laws of Bermuda (“RCM”), Refco Fixed Assets Management LLC, a Delaware limited liability company (“RFAM”), Refco Securities, LLC, a Delaware limited lia
TRANSFER AGREEMENTTransfer Agreement • February 5th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
TRANSFER AGREEMENT (this “Transfer Agreement”) dated as of February 3, 2010 between J.C. Flowers II L.P., a Cayman Islands exempted limited partnership (the “Investor”), MF Global Holdings Ltd., a Delaware corporation (the “Company”), and JCF MFG Holdco LLC, a Delaware limited liability company (the “Transferee”) in connection with the transfer to the Transferee by (i) the Investor of 1,067,291 shares of the Company’s preferred stock, par value $1.00 per share, designated as 6% Cumulative Convertible Preferred Stock, Series A (“Series A Preferred Shares”), (ii) J.C. Flowers II-A L.P., an Alberta limited partnership and a controlled Affiliate of the Investor, of 67,322 Series A Preferred Shares, (iii) J.C. Flowers II-B L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of 65,387 Series A Preferred Shares and (iv) Financial Services Opportunities L.P., a Cayman Islands exempted limited partnership and a controlled Affiliate of the Investor, of
AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENTInvestment Agreement • June 13th, 2008 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services
This Amendment No. 1, dated as of June 10, 2008 (this “Amendment”), among MF Global Ltd., a Bermuda exempted company (the “Company”), and J.C. Flowers II L.P. (the “Investor”), amends the Investment Agreement (the “Investment Agreement”), dated as of May 20, 2008, between the Company and the Investor. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Investment Agreement.
MF GLOBAL LTD. AMENDED AND RESTATED RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • November 13th, 2007 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
This Agreement sets forth the terms and conditions of the award (this “Award”) granted to the recipient set forth in Section 2 (the “Grantee”) by MF Global Ltd., a Bermuda exempted company (the “Company”), under the MF Global Ltd. 2007 Long Term Incentive Plan (the “Plan”), of Restricted Share Units (the “RSUs”) in respect of common shares of the Company (“Shares”) under the terms and conditions set forth herein.
INVESTMENT AGREEMENT dated as of May 20, 2008 between MF GLOBAL LTD. and J.C. FLOWERS II L.P.Investment Agreement • June 13th, 2008 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
INVESTMENT AGREEMENT, dated May 20, 2008 (this “Agreement”), between MF Global Ltd., a Bermuda exempted company (the “Company”), and J.C. Flowers II L.P.(the “Investor”).
CLIFFORD CHANCE LLPAgreement • June 21st, 2007 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • England and Wales
Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
5-YEAR REVOLVING CREDIT FACILITY dated as of June 15, 2007 among MF GLOBAL FINANCE USA INC. (known as “Man Group Finance Inc.” from the date hereof until Separation (as defined below)), as Borrower MF GLOBAL LTD. The Designated Subsidiary Borrowers...Assignment and Assumption • June 21st, 2007 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
RecitalsMF Global Ltd. • July 18th, 2008 • Security & commodity brokers, dealers, exchanges & services
Letter AgreementLetter Agreement • November 6th, 2009 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT dated as of May 27, 2010 between MF GLOBAL HOLDINGS LTD. and Computershare Trust Company, N.A.Rights Agreement • May 28th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT, dated as of May 27, 2010 (this “Amendment”), between MF Global Holdings Ltd., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated July 9, 2007, as previously amended by Amendment No. 1 to the Rights Agreement, dated May 20, 2008, and as further amended by Amendment No. 2 to the Rights Agreement, dated January 4, 2010 (said agreement, as amended, the “Agreement”).
FIRST AMENDMENTAssumption Agreement • August 7th, 2009 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
FIRST AMENDMENT, dated as of July 24, 2009 (this “Amendment”), to that certain 5-Year Revolving Credit Facility, dated as of June 15, 2007 (as amended from time to time, the “Credit Agreement”) by and among MF GLOBAL FINANCE USA INC., a New York corporation (the “Borrower”), MF GLOBAL FINANCE EUROPE LIMITED, a company organized under the laws of England and Wales (the “Designated Subsidiary Borrower”), MF GLOBAL LTD., a company organized under the laws of Bermuda (the “Parent”), the several banks and other financial institutions parties thereto (the “Lenders”), CITIBANK N.A., as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity the “Administrative Agent”) and the parties named as documentation agents thereto (each a “Documentation Agent”, and, collectively, the “Documentation Agents”).
SECOND AMENDMENT dated as of June 29, 2010 to 5-YEAR REVOLVING CREDIT FACILITY dated as of June 15, 2007 among MF GLOBAL FINANCE USA INC., as Borrower MF GLOBAL HOLDINGS LTD. MF GLOBAL FINANCE EUROPE LIMITED The Several Lenders Parties Hereto,...Second Amendment • June 30th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
SECOND AMENDMENT, dated as of June 29, 2010 (this “Second Amendment”), to that certain 5-Year Revolving Credit Facility, dated as of June 15, 2007, as amended (the “Credit Agreement”), by and among MF GLOBAL FINANCE USA INC., a New York corporation (the “Borrower”), MF GLOBAL HOLDINGS LTD., a company organized under the laws of Delaware and, prior to domesticating to the State of Delaware, formerly incorporated and existing under the laws of Bermuda under the name MF Global Ltd. (the “Parent”), MF GLOBAL FINANCE EUROPE LIMITED, a company organized under the laws of England and Wales (the “Removed Designated Borrower”), the several banks and other financial institutions parties thereto (the “Lenders”), CITIBANK N.A., as syndication agent, BANK OF AMERICA, N.A., as syndication agent (each a “Syndication Agent” and, collectively, the “Syndication Agents”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Receiver Ad Litem and MF Global Ltd. Settle Philadelphia Alternative Asset Fund LitigationMF Global Ltd. • December 7th, 2007 • Security & commodity brokers, dealers, exchanges & services
NEW YORK – December 3, 2007 – Steven Harmelin, the Receiver ad litem, and MF Global Ltd. (NYSE:MF) have reached an agreement to settle litigation against MF Global Inc., brought by the Receiver ad litem for Philadelphia Alternative Asset Fund and related entities, subject only to United States District Court approval.
MAN GROUP PLC AND MF GLOBAL LTD.MF Global Ltd. • July 12th, 2007 • Security & commodity brokers, dealers, exchanges & services • England and Wales
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT dated as of January 4, 2010 between MF GLOBAL LTD. and Computershare Trust Company, N.A.Rights Agreement • January 5th, 2010 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • Delaware
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT, dated as of January 4, 2010 (this “Amendment”), between MF Global Ltd., a Bermuda company and, upon changing its place of incorporation from Bermuda to the State of Delaware, MF Global Holdings Ltd., a Delaware corporation (said Bermuda company and, upon such change, said Delaware corporation, the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated July 9, 2007, as previously amended by Amendment No. 1 to the Rights Agreement, dated May 20, 2008 (said agreement as previously so amended, the “Agreement”) and confirms the effect of certain provisions of the Agreement.
April 2, 2009 Bernard W. Dan, MF Global Ltd., 440 South Lasalle Street 20th Floor Chicago, Illinois 60605. Re: MF Global - Employment Agreement Dear Bernie:Employment Agreement • April 3rd, 2009 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
This is your amended and restated Employment Agreement (this "Agreement") with MF Global Ltd., a Bermuda exempted company ("MF Global"). This Agreement is being amended and restated to modify certain terms of this Agreement, as of the date set forth above, in connection with your becoming Chief Executive Officer of MF Global. This Agreement sets forth the terms of your continued employment with MF Global and its subsidiaries and affiliates (together, the "MF Global Group").
Terms Schedule to Employment Agreement of Mr. Kevin Davis Name Mr. Kevin Davis Position You will serve as President and Chief Executive Officer of New Man Financial. New Man Financial will cause you to be appointed to the Board on or before the IPO...MF Global Ltd. • May 31st, 2007
MF GLOBAL LTD. NON-EXECUTIVE CHAIRMAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • July 6th, 2007 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
THIS AGREEMENT sets forth the terms and conditions of the award (this “Award”) granted to the recipient set forth in Section 2 (the “Grantee”) by MF Global Ltd., a Bermuda exempted company (the “Company”), under the MF Global Ltd. 2007 Long Term Incentive Plan (the “Plan”), of Restricted Shares of the Company (the “Director Shares”) on the terms and conditions set forth herein.
Re: MF Global – Employment AgreementMF Global Ltd. • November 12th, 2008 • Security & commodity brokers, dealers, exchanges & services • New York
This is your EMPLOYMENT AGREEMENT with MF Global Ltd., a Bermuda exempted company (“MF Global”), and provides the terms of your employment with MF Global.
MAN GROUP PLC AND MF GLOBAL LTD.MF Global Ltd. • May 31st, 2007
MF GLOBAL LTD. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of June 25, 2008 9.00% Convertible Senior Notes due 2038MF Global Ltd. • June 26th, 2008 • Security & commodity brokers, dealers, exchanges & services • New York
INDENTURE dated as of June 25, 2008 between MF Global Ltd., a Bermuda exempted company, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01) and Deutsche Bank Trust Company Americas, a New York banking corporation as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
FORM OF RIGHTS AGREEMENT dated as of between MF GLOBAL LTD. and Computershare Trust Company, N.A.Rights Agreement • July 6th, 2007 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services
RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of •, 2007, between MF Global Ltd., a Bermuda company (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
REVOLVING CREDIT FACILITY dated as of June 15, 2007 among MF GLOBAL FINANCE USA INC., as Borrower MF GLOBAL HOLDINGS LTD. The Designated Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, CITIBANK N.A.,...MF Global Holdings Ltd. • June 30th, 2010 • Security & commodity brokers, dealers, exchanges & services • New York
REVOLVING CREDIT FACILITY dated as of June 29, 2011 among MF GLOBAL INC., as Borrower MF GLOBAL HOLDINGS LTD., MF GLOBAL FINANCE USA INC. The Several Lenders from Time to Time Parties Hereto, HARRIS, N.A., CITIGROUP GLOBAL MARKETS INC., and BANK OF...Credit Agreement • August 3rd, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
Re: MF Global – Employment AgreementGlobal – Employment Agreement • May 20th, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
This is your Employment Agreement (this “Agreement”) with MF Global Holdings Ltd., a Delaware corporation (“MF Global”). This Agreement sets forth the terms of your employment with MF Global and its subsidiaries and affiliates (together, the “MF Global Group”). This letter supersedes and replaces the letters provided to you dated December 16, 2010 and January 31, 2011.
Laurie R. Ferber c/o MF Global Holdings Ltd.MF Global Holdings Ltd. • August 6th, 2010 • Security & commodity brokers, dealers, exchanges & services
Reference is made to my employment agreement, dated May 15, 2009 (the “Agreement”). As of the date hereof, I agree and confirm that, pursuant to Section 13(g) of the Agreement, Section 9 of the Agreement, which refers to “Effect of Excise Tax and Limits on Golden Parachute Payments,” shall be deleted in its entirety and replaced with the following:
