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”).
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.
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”).
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT dated as of May 20, 2008 between MF GLOBAL LTD. and Computershare Trust Company, N.A.Rights Agreement • June 13th, 2008 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT, dated as of May , 2008 (this “Amendment”), between MF Global Ltd., a Bermuda company (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
GUARANTYGuaranty • June 13th, 2008 • MF Global Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
WHEREAS, by Agreement of Lease, dated as of December 31, 2007 (the “Lease”), Landlord did demise and let to MF GLOBAL HOLDINGS USA INC. (“Tenant”), and Tenant did hire and take from Landlord, the entire ninth (9th), the entire eleventh (11th) and the entire twelfth (12th) floor, as more particularly identified in the Original Lease (the “Premises”), in the building known as and by the street address of 717 Fifth Avenue, New York, New York (the “Building”); and
NY-717 FIFTH AVENUE, L.L.C.,MF Global Ltd. • June 13th, 2008 • Security & commodity brokers, dealers, exchanges & services • New York
LEASE, dated as of December 31, 2007, between NY-717 FIFTH AVENUE L.L.C., a Delaware limited liability company (“Landlord”) having an address c/o Equity Office, 717 Fifth Avenue, New York, New York 10022, and MF GLOBAL HOLDINGS USA INC., a New York corporation (“Tenant”), having an office at 717 Fifth Avenue, New York, New York 10022.
