Form 8-K GFI Group Inc. For: Dec 02

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM�8-K

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CURRENT REPORT

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

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Date of Report (Date of Earliest Event Reported): �December�2, 2014

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GFI GROUP INC.

(Exact name of registrant as specified in its charter)

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

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Not Applicable
Former name or former address, if changed since last report

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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:

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

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

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

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

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Item 1.01.� Entry into a Material Definitive Agreement.

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Amendment No.�1 to GFI Merger Agreement

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On December�2, 2014, GFI Group Inc., a Delaware corporation (the �Company� or �GFI�), CME Group Inc., a Delaware corporation (�CME�), Commodore Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of CME (�Merger Sub 1�), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME (�Merger Sub 2�), entered into Amendment No.�1 (the �GFI Merger Agreement Amendment�) to the Agreement and Plan of Merger, dated as of July�30, 2014 (the �GFI Merger Agreement�), by and among the Company, CME, Merger Sub 1 and Merger Sub 2.� Pursuant to the terms of the GFI Merger Agreement, as amended, Merger Sub 1 will merge with and into the Company (the �Merger�), with the Company continuing as the surviving corporation in the Merger (the �Surviving Corporation�), and immediately following the effective time of the Merger (the �Effective Time�), the Surviving Corporation will merge with and into Merger Sub 2 (the �Subsequent Merger� and, together with the Merger, the �Mergers�), with Merger Sub 2 continuing as the surviving entity in the Subsequent Merger.

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The GFI Merger Agreement Amendment provides, among other things, that the per share consideration payable in the Merger to the Company�s stockholders pursuant to the GFI Merger Agreement will be increased to $5.25 per share of GFI common stock and stockholders will have the ability to elect to receive shares of CME Class�A common stock (�CME Class�A Common Stock�) or cash in the Merger.� Accordingly, at the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of the capital stock of the Company, each share of GFI common stock issued and outstanding immediately prior to the Effective Time for which a cash election (or no election) has been made will be converted into the right to receive $5.25 in cash and each share of GFI common stock issued and outstanding immediately prior to the Effective Time for which a stock election has been made will be converted into the right to receive a fraction of a share (the �Exchange Ratio�) of CME Class�A Common Stock.� The Exchange Ratio is a fraction, the numerator of which equals $5.25 and the denominator of which equals the average closing sales price of CME Class�A Common Stock as reported on the NASDAQ Global Select Market for the ten trading days ending upon and including the trading day immediately before the closing date of the Merger.� If the aggregate amount of cash to be paid in respect of shares of GFI common stock for which a cash election (or no election) has been made exceeds the available cash of $89 million, then CME has the option to increase the available cash, subject to certain limitations, or subject the shares of GFI common stock for which a cash election (or no election) has been made to proration procedures as set forth in the GFI Merger Agreement Amendment.

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The GFI Merger Agreement, as amended by the GFI Merger Agreement Amendment, was approved by a unanimous vote of the Company�s board of directors (the �Company Board�), acting upon the unanimous recommendation of the special committee composed of independent directors of the Company Board (the �Special Committee�).� Mr.�Michael Gooch, the Company�s Executive Chairman, and Mr.�Colin Heffron, the Company�s Chief Executive Officer, abstained from the vote.� All other members of the Company Board voted in favor of approving the GFI Merger Agreement, as amended by the GFI Merger Agreement Amendment.� In connection with the Special Committee�s recommendation, Greenhill�& Co., LLC, as financial advisor to the Special Committee, rendered its opinion to the Special Committee that, as of the date of the opinion and subject to the various assumptions and qualifications set forth therein, the merger consideration to be paid pursuant to the GFI Merger Agreement, as amended by the GFI Merger Agreement Amendment is fair, from a financial point of view, to the holders of GFI common stock.

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In connection with the GFI Merger Agreement Amendment, CME waived the obligation that the direct and indirect stockholders of GFI Brokers Holdco Ltd., a Bermuda limited company (�IDB Buyer�), forgo and,� if necessary, forfeit and pay to CME, the increased Merger consideration.

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Other than as expressly modified by the GFI Merger Agreement Amendment, the GFI Merger Agreement, which was previously filed as Exhibit�2.1 to the Current Report on Form�8-K filed with the Securities and Exchange Commission (�SEC�) by the Company on July�31, 2014, remains in full force and effect as originally executed on July�30, 2014.� The foregoing description of the GFI Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the GFI Merger Agreement Amendment, which is attached hereto as Exhibit�2.1 and incorporated by reference herein.

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Amendment No.�1 to JPI Merger Agreement

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On December�2, 2014, CME, Cheetah Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of CME (�Merger Sub 3�), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME (�Merger Sub 4�), Jersey Partners Inc., a New York corporation (�JPI�), New JPI Inc., a Delaware corporation (�New JPI�), and the other individuals signatory thereto, which are stockholders of JPI and New JPI (the �Signing Stockholders�) entered into Amendment No.�1 (the �JPI Merger Agreement Amendment�) to the Agreement and Plan of Merger, dated as of July�30, 2014 (the �JPI Merger Agreement�), by and among CME, Merger Sub 3, Merger Sub 4, JPI, New JPI and the Signing Stockholders.� Pursuant to the terms of the JPI Merger Agreement, as amended, Merger Sub 3 will merge with and into New JPI (the �JPI Merger�) with New JPI continuing as the surviving corporation in the JPI Merger (the �JPI Merger Surviving Corporation�), which will be followed immediately after the effective time of the JPI Merger, by a merger of the JPI Surviving Corporation with and into Merger Sub 4 (the �Subsequent JPI Merger�), with Merger Sub 4 to be the surviving entity in the Subsequent JPI Merger.

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The JPI Merger Agreement Amendment provides, among other things, that the per share consideration payable in the JPI Merger to the holders of shares of capital stock of New JPI pursuant to the JPI Merger Agreement will equal a fraction, the numerator of which equals the aggregate number of shares of CME Class�A Common Stock that would be payable if the shares of GFI common stock held by New JPI were treated as stock election shares and converted into the applicable merger consideration provided for in the GFI Merger Agreement and the denominator of which equals the maximum number of shares of New JPI common stock that could be issued and outstanding immediately prior to the Effective Time; provided, that if the aggregate amount of cash to be paid in respect of shares of GFI common stock in the Merger is less than the available cash of $89 million (such amount the �Remaining Cash Amount�), then the merger consideration payable in the JPI Merger shall consist of (i)�an amount of cash equal to a fraction, the numerator of which equals the aggregate amount of cash that would be payable with respect to the shares of GFI common stock held by New JPI if such shares were treated as cash election shares in the Merger and converted into the per share cash consideration provided for in the GFI Merger Agreement up to an aggregate amount not to exceed the Remaining Cash Amount and the denominator of which equals the maximum number of shares of New JPI common stock that could be issued and outstanding immediately prior to the Effective Time (and in any event, not to exceed 13% of the aggregate merger consideration to be paid in the JPI Merger) and (ii)�the number of shares of CME Class�A Common Stock that would be payable if the remaining number of shares of GFI common stock held by New JPI were treated as stock election shares and converted into the applicable merger consideration provided for in the GFI Merger Agreement.

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Other than as expressly modified by the JPI Merger Agreement Amendment, the JPI Merger Agreement, which was previously filed as Exhibit�2.2 to the Current Report on Form�8-K filed with the SEC by the Company on July�31, 2014, remains in full force and effect as originally executed on July�30, 2014.� The foregoing description of the JPI Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the JPI Merger Agreement Amendment, which is attached hereto as Exhibit�2.2 and incorporated by reference herein.

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Amendment No.�1 to IDB Purchase Agreement

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On December�2, 2014, Merger Sub 2,�IDB Buyer, CME, JPI, and New JPI entered into Amendment No.�1 (the �IDB Purchase Agreement Amendment�) to the Purchase Agreement, dated as of July�30, 2014 (the �IDB Purchase Agreement�), by and among Merger Sub 2,�IDB Buyer, CME (solely for purposes of Article�IX therein), JPI (solely for purposes of Article�IX therein ), and New JPI (solely for purposes of Article�IX therein), pursuant to which IDB Buyer will purchase from Merger Sub 2, and Merger Sub 2 will sell, transfer and assign to IDB Buyer, all of Merger Sub 2�s right, title and interest in and to all of the issued and outstanding securities of the subsidiaries of the Company that own and operate the Company�s interdealer brokerage business, and IDB Buyer will assume certain liabilities from Merger Sub 2 immediately after the Mergers for cash consideration and the assumption, at closing, of unvested deferred compensation and other liabilities (collectively, the �IDB Transaction�).� The IDB Purchase Agreement Amendment provides, among other things, that the cash purchase price payable in the IDB Transaction will be increased from $165,000,000 to $254,000,000 in cash.

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Other than as expressly modified by the IDB Purchase Agreement Amendment, the IDB Purchase Agreement, which was previously filed as Exhibit�2.3 to the Current Report on Form�8-K filed with the SEC by the Company on July�31, 2014, remains in full force and effect as originally executed on July�30, 2014.� The foregoing description of the IDB Amendment does not purport to be complete and is qualified in its entirety by reference to the IDB Amendment, which is attached hereto as Exhibit�2.3 and incorporated by reference herein.

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Amended and Restated Commitment Letter

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In connection with the IDB Purchase Agreement Amendment, on December�2, 2014, GFI Holdco Inc., a Delaware corporation and indirect parent of IDB Buyer (�GFI Holdco�), entered into an amended and restated commitment letter ( the �Amended and Restated Commitment Letter�) with Jefferies Finance LLC (�Jefferies�) that amends, restates and supersedes that certain commitment letter entered into by GFI Holdco on July�31, 2014 and which was previously filed as Exhibit�2.4 to the Current Report on Form�8-K filed with the SEC by the Company on July�31, 2014. Pursuant to the Amended and Restated Commitment Letter, Jefferies has committed to provide GFI Holdco a $225 million senior secured first lien term loan (the �First Lien Term Loan Facility�) and a $95 million senior secured second lien term loan (the �Second Lien Term Loan Facility�) as financing in connection with the IDB Transaction. The commitments to provide the First Lien Term Loan Facility and Second Lien Term Loan Facility are subject to certain conditions set forth in the Amended and Restated Commitment Letter. GFI Holdco will pay customary fees and expenses in connection with obtaining the First Lien Term Loan Facility and Second Lien Term Loan Facility and has agreed to indemnify Jefferies if certain losses are incurred by it in connection therewith.

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The foregoing description of the Amended and Restated Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Commitment Letter, which is attached hereto as Exhibit�2.4 and incorporated by reference herein.

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Important Information for Investors and Stockholders

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In connection with the proposed transaction between the Company and CME, CME filed on October�16, 2014 a registration statement on Form�S-4 that includes a preliminary proxy statement of the Company that also constitutes a preliminary prospectus of CME.� The registration statement has not yet become effective.� After the registration statement has been declared effective by the SEC, the definitive proxy statement/prospectus will be mailed to stockholders of the Company.� INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.� Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by CME and the Company through the website maintained by the SEC at http://www.sec.gov or at the SEC public reference room at 100 F Street N.E., Room�1580, Washington, D.C. 20549.� Please call the SEC at (800) 732-0330 or visit the SEC�s website for further information on its public reference room.� Copies of the documents filed with the SEC by the Company will be available free of charge on the Company�s website at http://www.gfigroup.com or by contacting the Company�s Investor Relations Department at (212) 968-4167.� Copies of the documents filed with the SEC by CME will be available free of charge on CME�s website at http://www.cmegroup.com or by contacting CME�s Investor Relations Department at (312) 930-8491.

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Participants in the Solicitation for the Proposed Merger Between the Company and CME

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The Company and its directors, executive officers and certain of its employees may be considered participants in the solicitation of proxies in connection with the proposed transactions involving the Company and CME.� Investors and security holders may obtain more detailed information regarding the names, affiliates and interests of the Company�s directors and executive officers by reading the Company�s Annual Report on Form�10-K for the year ended December�31, 2013, which was filed with the SEC on March�13, 2014, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April�22, 2014, and its Current Report on Form�8-K filed with the SEC on July�25, 2014.� These documents can be obtained free of charge from the sources indicated above.� Additional information regarding the participants in the proxy solicitations and a description of their direct and

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indirect interests, by security holdings or otherwise, is or will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC.� This Current Report on Form�8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.� No offering of securities shall be made except by means of a prospectus meeting the requirements of Section�10 of the Securities Act of 1933, as amended.

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Cautionary Statement Regarding Forward-Looking Statements

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Certain matters discussed in this Current Report on Form�8-K and the exhibits incorporated herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.� These forward-looking statements include, but are not limited to (i)�plans, objectives, expectations and intentions; (ii)�other statements contained in this communication that are not historical facts; and (iii)�other statements identified by words such as �anticipate,� �believe,� �estimate,� �may,� �might,� �intend,� �expect� and similar expressions.� Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.� These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties.� These include, but are not limited to, risks and uncertainties associated with: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements involving the Company and CME; the inability to complete the proposed merger involving the Company and CME due to the failure to obtain the required stockholder approval; the inability to satisfy the other conditions to the closing of the proposed merger involving the Company and CME or the tender offer by BGC Partners,�Inc. (�BGC�), including without limitation the receipt of necessary governmental or regulatory approvals required to complete either transaction; the risk that either transaction disrupts current plans and operations and/or increases operating costs and the potential difficulties in customer loss and employee retention as a result of the announcement and consummation of either transaction; the outcome of any legal proceedings that may be instituted against the Company, CME, BGC or others following announcement of either transaction; economic, political and market factors affecting trading volumes; securities prices or demand for the Company�s brokerage services; competition from current and new competitors; the Company�s ability to attract and retain key personnel, including highly-qualified brokerage personnel; the Company�s ability to identify and develop new products and markets; changes in laws and regulations governing the Company�s business and operations or permissible activities; the Company�s ability to manage its international operations; financial difficulties experienced by the Company�s customers or key participants in the markets in which the Company focuses its services; the Company�s ability to keep up with technological changes; and uncertainties relating to litigation and the Company�s ability to assess and integrate acquisition prospects. Further information about factors that could affect the financial and other results of the Company is included in its filings with the SEC.� The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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These forward-looking statements speak only as of the date hereof.� Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law.� Other factors that may impact the forward-looking statements are described in the Company�s annual report on Form�10-K for the fiscal year ended December�31, 2013 and Forms 10-Q.� For additional information on the Company, please visit the Company�s website at http://www.gfigroup.com.

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Item 8.01.� Other Events.

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On December�2, 2014, GFI and CME issued a joint press release announcing the entry into the foregoing amendments. A copy of the joint press release is included as Exhibit�99.1 to this Current Report on Form�8-K and is incorporated by reference herein.

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Item 9.01.� Financial Statements and Exhibits.

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(d)�Exhibits

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SIGNATURES

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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.

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EXHIBIT�INDEX

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Exhibit�2.1

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Execution Version

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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

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This Amendment No.�1 to Agreement and Plan of Merger, dated as of December�2, 2014 (this �Amendment�), is made and entered into among GFI Group Inc., a Delaware corporation (�GFI�), CME Group Inc., a Delaware corporation (�CME�), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (�Merger Sub 1�), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (�Merger Sub 2�). CME, Merger Sub 1, Merger Sub 2 and GFI are referred to individually as a �Party� and collectively as the �Parties.� Capitalized terms have the meanings given to them in Section�1.

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RECITALS

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WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated as of July�30, 2014 (the �GFI Merger Agreement�);

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WHEREAS, pursuant to Section�9.8 of the GFI Merger Agreement, the GFI Merger Agreement may be amended, by action taken or authorized by their respective Boards of Directors (and in the case of GFI, upon the recommendation thereof by the Special Committee), by an instrument in writing signed on behalf of each of the Parties; and

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WHEREAS, the Parties desire to amend the GFI Merger Agreement and address certain matters as provided herein.

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NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

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1.������������������������������������� Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the GFI Merger Agreement.

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2.������������������������������������� Amendments to GFI Merger Agreement. The GFI Merger Agreement is hereby amended as follows:

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2.1.��������������������������� Section�1.1.� Section�1.1 of the GFI Merger Agreement is hereby amended by adding the following defined terms:

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�Adjusted Available Cash Consideration� has the meaning set forth in Section�1.7(b)(iii).

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�Available Cash Consideration� means $89,000,000.

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�Cash Election Shares� has the meaning set forth in Section�1.10(b).

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�Cash Fraction� has the meaning set forth in Section�1.7(b)(iii)(2).

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�Elected Cash Consideration� has the meaning set forth in Section�1.7(b)(iii).

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�Election Deadline� means 5:00�p.m., New York time, on the second Business Day prior to the Effective Time.

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�Election Form� has the meaning set forth in Section�1.10(a).

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�Election Form�Record Date� has the meaning set forth in Section�1.10(a).

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�Election Period� means the period of time starting on the Election Form�Record Date and ending at the Election Deadline.

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�Mailing Date� has the meaning set forth in Section�1.10(a).

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�No Election Shares� has the meaning set forth in Section�1.10(b).

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�Per Share Cash Consideration� means $5.25.

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�Per Share Stock Consideration� has the meaning set forth in Section�1.7(b)(i).

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�Stock Election Shares� has the meaning set forth in Section�1.10(b).

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2.2.��������������������������� Section�1.1.� Section�1.1 of the GFI Merger Agreement is hereby further amended by amending and restating the following defined terms as follows:

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�Average Closing CME Stock Price� means the average of the closing sale prices of CME Class�A Common Stock as reported on NASDAQ for the ten trading days ending upon and including the trading day immediately before the Closing Date.

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�Exchange Ratio� means the Per Share Cash Consideration divided by the Average Closing CME Share Price.

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2.3.��������������������������� Section�1.1.� Section�1.1 of the GFI Merger Agreement is hereby further amended by deleting in its entirety the defined term �Per Share Price�.

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2.4.��������������������������� Section�1.7.� Section�1.7(b)�of the GFI Merger Agreement is hereby amended and restated in its entirety as follows:

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Section�1.7��������������������������������������������� Effect on Capital Stock.

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(b)�������������������� At the Effective Time, subject to the provisions of this Article�I and Article�II, each share of GFI Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of GFI Common Stock owned by CME (including pursuant to the JPI Mergers) or GFI or any of their respective wholly-owned subsidiaries) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and

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shall thereafter represent the right to receive the following consideration (collectively, the �Merger Consideration�):

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(i)�������������������������� each Stock Election Share shall be converted into the right to receive the number of shares of CME Class�A Common Stock equal to the Exchange Ratio (the �Per Share Stock Consideration�), subject to adjustment in accordance with this Section�1.7(b)�and Section�1.7(d); and

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(ii)����������������������� each Cash Election Share and each No Election Share shall be converted into the right to receive the Per Share Cash Consideration in cash (without interest), subject to adjustment in accordance with this Section�1.7(b)�and Section�1.7(d).

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(iii)�������������������� Notwithstanding the foregoing, if the product of (A)�the sum of (i)�the number of Cash Election Shares plus (ii)�the number of No Election Shares multiplied by (B)�the Per Share Cash Consideration (such product being the �Elected Cash Consideration�) exceeds the Available Cash Consideration, then CME shall have the option, in its sole discretion, to increase the amount of the Available Cash Consideration to any amount up to and including the amount of the Elected Cash Consideration (such adjusted amount being the �Adjusted Available Cash Consideration�); provided that the Adjusted Available Cash Consideration shall not be an amount that, in the reasonable opinion of counsel to CME and counsel to the Special Committee, would cause such counsel to be unable to render the opinions described in Section�7.2(c)�and Section�7.3(c), respectively; provided, further, that in no event shall the Adjusted Available Cash Consideration consist of more than 60% of the total Merger Consideration.� If CME does not exercise its option to increase the amount of the Available Cash Consideration or if the Elected Cash Consideration that would be paid upon conversion of the Cash Election Shares and the No Election Shares in the Merger exceeds the Adjusted Available Cash Consideration, then:

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(1)������������������������� all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and

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(2)������������������������� all Cash Election Shares and No Election Shares shall be converted into the right to receive (i)�an amount of cash (without interest) equal to the product of (w)�the Per Share Cash Consideration multiplied by (x)�a fraction, the numerator of which shall be the Available Cash Consideration or the Adjusted Available Cash Consideration, as the case may be, and the denominator of which shall be the Elected Cash Consideration (the fraction described in this clause (x)�being referred to as the �Cash Fraction�) and (ii)�a number of shares of CME Class�A Common Stock equal to the product of (y)�the Exchange Ratio multiplied by (z)�one minus the Cash Fraction.

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Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class�A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class�A Common Stock outstanding on the trading day

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immediately before December�2, 2014 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon).

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2.5.��������������������������� Section�1.10.� A new Section�1.10 of the GFI Merger Agreement is hereby added as follows:

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Section�1.10�������������������������������������� Election Procedures.

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(a)�������������������� Not less than 20 days prior to the anticipated Effective Time (the �Mailing Date�), an election form in such form as CME shall specify and as shall be reasonably acceptable to GFI (the �Election Form�) shall be mailed to each holder of record of shares of GFI Common Stock as of five Business Days prior to the Mailing Date (the �Election Form�Record Date�).

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(b)�������������������� Each Election Form�shall permit the holder (or the Beneficial Owner through appropriate and customary documentation and instructions) to specify (i)�the number of shares of such holder�s GFI Common Stock with respect to which such holder elects to receive the Per Share Stock Consideration (the �Stock Election Shares�), (ii)�the number of shares of such holder�s GFI Common Stock with respect to which such holder elects to receive the Per Share Cash Consideration (the �Cash Election Shares�) or (iii)�that such holder makes no election with respect to such holder�s GFI Common Stock (the �No Election Shares�).� Any GFI Common Stock with respect to which the Exchange Agent does not receive an effective, properly completed Election Form during the Election Period shall be deemed to be No Election Shares.� CME shall publicly announce (which public announcement may be on a Form�8-K filed with the SEC) the anticipated Election Deadline at least five Business Days prior to the anticipated Effective Time.� If the Effective Time is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and CME shall promptly announce any such delay and, when determined, the rescheduled Election Deadline.

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(c)��������������������� CME shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or Beneficial Owners) of GFI Common Stock during the Election Period, and GFI shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.

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(d)�������������������� Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form�during the Election Period.� Any Election Form�may be revoked or changed by the Person submitting such Election Form, by written notice received by the Exchange Agent during the Election Period.� In the event an Election Form�is revoked during the Election Period, the shares of GFI Common Stock represented by such Election Form�shall become No Election Shares, except to the extent (if any) a subsequent election is properly made during the Election Period with respect to any or all of such shares of GFI Common Stock.� Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding

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such matters shall be binding and conclusive.� None of CME or GFI or the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

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2.6.��������������������������� Section�2.1.� Sections 2.1(a)�and 2.1(b)�of the GFI Merger Agreement are hereby amended and restated in its entirety as follows:

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Section�2.1����������������������������������� Surrender and Payment.

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(a)�������������������� Prior to the Mailing Date, CME shall appoint an exchange agent reasonably acceptable to GFI (the �Exchange Agent�) for the purpose of exchanging Certificates for the Merger Consideration. As promptly as reasonably practicable after the Effective Time, but in no event more than five Business Days following the Effective Time, CME will send, or will cause the Exchange Agent to send, to each holder of record of shares of GFI Common Stock as of the Effective Time, whose shares of GFI Common Stock were converted into the right to receive the Merger Consideration pursuant to Section�1.7 (Effect on Capital Stock) and Section�1.10 (Election Procedures), a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as GFI and CME may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. At or prior to the Effective Time, CME shall cause to be deposited with the Exchange Agent, for the benefit of the holders of shares of GFI Common Stock, shares of CME Class�A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section�1.7 (Effect on Capital Stock), Section�1.10 (Election Procedures) and Section�2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article�I and this Article�II. Following the Effective Time, CME agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section�2.1(f)�(Dividends and Distributions). All cash and book-entry shares representing CME Class�A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the �Exchange Fund.� The Exchange Agent shall deliver the Merger Consideration contemplated to be issued pursuant to Section�1.7 (Effect on Capital Stock), Section�1.10 (Election Procedures) and Section�2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME in short-term direct obligations of the U.S. or short-term obligations for which the full faith and credit of the U.S. is pledged to provide for payment of all principal and interest (or funds that invest in such obligations); provided that no gain or loss thereon shall affect the amounts payable to the holders of GFI Common Stock pursuant to this Agreement. If for any reason (including losses) the cash in the Exchange Fund shall be insufficient to satisfy all of the payment obligations to be made in cash by the Exchange Agent hereunder, CME shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. Any interest and other income resulting from such investments shall be the property of, and paid to, CME. CME shall be responsible for all fees and expenses of the Exchange Agent.

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5

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(b)�������������������� Each holder of shares of GFI Common Stock that have been converted into the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a Certificate (or effective affidavits of loss in lieu thereof), together with a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i)�the number of shares of CME Class�A Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of CME Class�A Common Stock, if any, that such holder has the right to receive and/or (ii)�a check in the amount, if any, that such holder has the right to receive, including cash payable pursuant to Section�1.7(b), cash payable in lieu of fractional shares pursuant to Section�2.5 (No Fractional Shares) and dividends and other distributions payable pursuant to Section�2.1(f)�(Dividends and Distributions) (less any required Tax withholding), in each case pursuant to Section�1.7 (Effect on Capital Stock), Section�1.10 (Election Procedures) and this Article�II. The Merger Consideration shall be paid as promptly as practicable after receipt by the Exchange Agent of the Certificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions.

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2.7.��������������������������� Section�8.3(a).� Section�8.3(a)�of the GFI Merger Agreement is hereby amended by replacing �$20,143,121� with �$23,426,111�.

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2.8.��������������������������� Section�8.3(b).� Section�8.3(b)�of the GFI Merger Agreement is hereby amended by replacing �$5,755,177� with �$6,693,175�.

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3.������������������������������������� Full Force and Effect.� Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the GFI Merger Agreement shall remain in full force and effect in accordance with their respective terms. As used in the GFI Merger Agreement, the terms �this Agreement�, �herein�, �hereinafter�, �hereunder�, �hereto� and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the GFI Merger Agreement as amended by this Amendment.

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4.������������������������������������� Counterparts; Effectiveness.� This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.� This Amendment shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Amendment.

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5.������������������������������������� Governing Law.� THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE.

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IN WITNESS WHEREOF, GFI, CME, Merger Sub 1 and Merger Sub 2 have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

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[Amendment No.�1 to Agreement and Plan of Merger]

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Exhibit 2.2

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Execution Version

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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

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This Amendment No.�1 to Agreement and Plan of Merger, dated as of December�2, 2014 (this �Amendment�), is made and entered into among CME Group Inc., a Delaware corporation (�CME�), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (�Merger Sub 1�), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (�Merger Sub 2�), Jersey Partners Inc., a New York corporation (�JPI�), New JPI Inc., a Delaware corporation (�New JPI�), and the other individuals signatory hereto, which are stockholders of JPI and New JPI (the �Signing Stockholders�). CME, Merger Sub 1, Merger Sub 2, JPI, New JPI and each Signing Stockholder are referred to individually as a �Party� and collectively as the �Parties.� Capitalized terms have the meanings given to them in Section�1.

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RECITALS

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WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated as of July�30, 2014 (the �JPI Merger Agreement�);

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WHEREAS, pursuant to Section�11.8 of the JPI Merger Agreement, the JPI Merger Agreement may be amended, by action taken or authorized by their respective Boards of Directors, by an instrument in writing signed on behalf of each of the Parties; and

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WHEREAS, the Parties desire to amend the JPI Merger Agreement and address certain matters as provided herein.

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NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

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1.������������������������������������� Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the JPI Merger Agreement.

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2.������������������������������������� Amendments to JPI Merger Agreement. The JPI Merger Agreement is hereby amended as follows:

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2.1.��������������������������� Section�1.1.� Section�1.1 of the JPI Merger Agreement is hereby amended by deleting in its entirety the defined term �Exchange Ratio�.

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2.2.��������������������������� Section�1.7.� Section�1.7(b)�of the JPI Merger Agreement is hereby amended and restated in its entirety as follows:

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Section�1.7��������������������������������������������� Effect on Capital Stock.

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(b)�������������������� At the Effective Time, subject to the provisions of this Article�I and Article�II, each share of New JPI Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of New JPI Common Stock owned by New JPI and other than

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Dissenting New JPI Shares) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the �Merger Consideration�):

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(i)������������ Subject to adjustment in accordance with this Section�1.7(b), the number of shares of CME Class�A Common Stock equal to a fraction, the numerator of which equals the aggregate number of shares of CME Class�A Common Stock that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement as Stock Election Shares and the denominator of which equals the maximum number of shares of New JPI Common Stock that could be issued and outstanding immediately prior to the Effective Time following the consummation of the F-Reorganization and without giving effect to the exercise of any appraisal rights or dissenters� rights in connection therewith.

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(ii)��������� Notwithstanding the foregoing, if the Elected Cash Consideration under the GFI Merger Agreement is less than the Available Cash Consideration under the GFI Merger Agreement (the difference being the �GFI Merger Remaining Cash�), then the Merger Consideration shall be as follows:

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(1)������������������������� an amount of cash (without interest) equal to a fraction, the numerator of which equals the aggregate amount of cash (without interest) that would be payable with respect to the Transferred Shares if such shares were converted into the Per Share Cash Consideration provided for in the GFI Merger Agreement up to an aggregate amount not to exceed the GFI Merger Remaining Cash (such Transferred Shares deemed so treated, the �Cash Transferred Shares� and the Transferred Shares minus the Cash Transferred Shares, the �Stock Transferred Shares�), and the denominator of which equals the maximum number of shares of New JPI Common Stock that could be issued and outstanding immediately prior to the Effective Time following the consummation of the F-Reorganization and without giving effect to the exercise of any appraisal rights or dissenters� rights in connection therewith; provided that in no event will the aggregate cash Merger Consideration payable pursuant to this Section�1.7(b)(ii)(1)�exceed 13% of the aggregate Merger Consideration payable hereunder; and

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(2)������������������������� the number of shares of CME Class�A Common Stock equal to a fraction, the numerator of which equals the aggregate number of shares of CME Class�A Common Stock that would be payable with respect to the Stock Transferred Shares if such shares were converted into the Per Share Stock Consideration provided for in the GFI Merger Agreement and the denominator of which equals the maximum number of shares of New JPI Common Stock that could be issued and outstanding immediately prior to the Effective Time following the consummation of the F-Reorganization and without giving effect to the exercise of any appraisal rights or dissenters� rights in connection therewith.

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2

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Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class�A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class�A Common Stock outstanding on the trading day immediately before December�2, 2014 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time).� Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate Merger Consideration payable hereunder exceed the amount of the aggregate merger consideration that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement. Notwithstanding anything to the contrary herein, no Merger Consideration shall be payable hereunder until after consummation of the initial GFI Merger.

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2.3.��������������������������� Section�1.7.� Section�1.7(d)�of the JPI Merger Agreement is hereby deleted in its entirety and replaced with �[RESERVED]�.

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3.������������������������������������� Full Force and Effect.� Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the JPI Merger Agreement shall remain in full force and effect in accordance with their respective terms. As used in the JPI Merger Agreement, the terms �this Agreement�, �herein�, �hereinafter�, �hereunder�, �hereto� and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the JPI Merger Agreement as amended by this Amendment.

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4.������������������������������������� Counterparts; Effectiveness.� This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.� This Amendment shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Amendment.

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5.������������������������������������� Governing Law.� THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE.

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3

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IN WITNESS WHEREOF, CME, Merger Sub 1, Merger Sub 2, JPI, New JPI and the Signing Stockholders have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

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[Amendment No.�1 to Agreement and Plan of Merger]

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[Amendment No.�1 to Agreement and Plan of Merger]

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Exhibit�2.3

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Execution Version

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AMENDMENT NO. 1
TO
PURCHASE AGREEMENT

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This Amendment No.�1 to Purchase Agreement, dated as of December�2, 2014 (this �Amendment�), is made and entered into among Commodore Acquisition LLC, a Delaware limited liability company (�Seller�), GFI Brokers Holdco Ltd., a Bermuda limited company (�IDB Buyer�), CME Group Inc., a Delaware corporation (�CME�) (solely for purposes of Article�IX of the Purchase Agreement (as defined below)), Jersey Partners Inc., a New York corporation (�JPI�) (solely for purposes of Article�IX of the Purchase Agreement), and New JPI Inc., a Delaware corporation (�New JPI�) (solely for purposes of Article�IX of the Purchase Agreement).� Seller,�IDB Buyer, CME, JPI and New JPI are referred to individually as a �Party� and collectively as the �Parties.�� Capitalized terms have the meanings given to them in Section�1.

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RECITALS

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WHEREAS, the Parties entered into a Purchase Agreement, dated as of July�30, 2014 (the �Purchase Agreement�);

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WHEREAS, pursuant to Section�9.7 of the Purchase Agreement, the Purchase Agreement may be amended by an instrument in writing signed on behalf of each of the Parties; and

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WHEREAS, the Parties desire to amend the Purchase Agreement and address certain matters as provided herein.

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NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

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1.������������������������������������� Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Purchase Agreement.

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2.������������������������������������� Amendments to Purchase Agreement. The Purchase Agreement is hereby amended as follows:

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2.1.��������������������������� Section�2.3.� Section�2.3 of the Purchase Agreement is hereby amended by replacing �$165,000,000� with �$254,000,000�.

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2.2.��������������������������� Section�3.11(a). Section�3.11(a)�of the Purchase Agreement is hereby amended and restated in its entirety as follows:

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(a)�������������������������������� IDB Buyer has delivered to Seller true, correct and complete copies of the fully executed (i)�amended and restated debt commitment letter between Jefferies Finance LLC (collectively with the other lenders party thereto on December�2, 2014, the �Lenders�), and GFI Holdco Inc., a Delaware corporation and indirect parent of IDB Buyer, dated as of December�2, 2014, including all exhibits, schedules, term sheets, annexes and amendments thereto, all in effect as of December�2, 2014 (the �Commitment Letter�) and (ii)�amended and restated fee letter referenced in the Commitment Letter (the �Fee Letter�) in effect as of December�2, 2014 (the Commitment Letter and such Fee Letter, collectively, the �Debt Commitment Letter�), pursuant to which, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein to IDB Buyer for the purpose of funding the transactions contemplated by this Agreement, to pay expenses to be paid by IDB Buyer relating to the Transactions and for the other purposes set forth therein (the �Debt Financing�); provided, however, that solely in the case of the Fee Letter, true, correct and complete copies have been delivered to Seller redacted in a manner that is usual and customary for transactions of this type.

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2.3.��������������������������� Section�5.7(g).� Section�5.7(g)�of the Purchase Agreement is hereby amended and restated in its entirety as follows:

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(g)��������������������������������� Tax Reporting. Each of Seller and IDB Buyer will file all Tax Returns in a manner consistent with treating (i)�the JPI Mergers and GFI Mergers as reorganizations under Section�368(a)�of the Code and (ii)�the Sale and Assumption as a sale of the IDB Subsidiaries by Seller or its Affiliates to IDB Buyer occurring immediately after the GFI Mergers.� The Parties agree to provide each other with any information required to complete IRS Form�8594 within ten days of the request for such information. No later than 90 days after the Closing Date, Seller shall prepare and deliver to IDB Buyer (i)�an allocation of the �amount realized� from the sale of the IDB Subsidiaries (the �Tax Consideration�) between Seller and GFI EMEA Holdings Ltd (the �U.S.-Foreign Tax Allocation�) and (ii)�the proposed allocation of the Tax Consideration in a manner consistent with the U.S.-Foreign Tax Allocation for purposes of Section�1060 of the Code (together with the U.S.-Foreign Tax Allocation, the �Proposed Tax Allocation�).� In the event that IDB Buyer objects in writing to the Proposed Tax Allocation within 30 days,�IDB Buyer and Seller shall negotiate in good faith to resolve the dispute.� If IDB Buyer and Seller fail to agree on such allocation within 30 days following IDB Buyer�s written objection, such allocation shall be determined, within a reasonable time, by the Independent Accountant Arbitrator selected in accordance with Section�2.7(c).� The allocation of the Tax Consideration, as agreed upon by Seller and IDB Buyer (as a result of either the absence of manifest error or good faith negotiations between IDB Buyer and Seller) or determined by the Independent Accountant Arbitrator pursuant to this Section�5.7(g)�(the �Final Tax Allocation�) shall be final and binding upon the Parties and each of IDB Buyer and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the Tax Consideration, except that the Parties shall each pay 50% of the fees and expenses of the Independent Accountant Arbitrator. Seller shall prepare (in a manner consistent with the Final Tax Allocation) and deliver IRS Form�8594 to IDB Buyer, and Seller and IDB Buyer shall each timely file such form with the IRS.� Seller and IDB Buyer shall prepare and file all Tax Returns consistent with such Final Tax Allocation, and in any Proceeding related to the determination of any Tax, none of IDB Buyer, Seller, or their Affiliates (unless otherwise required by a �determination� within the meaning of Section�1313(a)�of the Code) shall contend or represent, whether orally or in writing, that the Final Tax Allocation is not a correct allocation.

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2

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2.4.��������������������������� Section�8.3(a).� Section�8.3(a)�of the Purchase Agreement is hereby amended by replacing �$1,650,000� with �$2,095,000�.

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2.5.��������������������������� Section�8.3(b).� Section�8.3(b)�of the Purchase Agreement is hereby amended by replacing �$33,000,000� with �$41,900,000�.

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2.6.��������������������������� Section�8.5.� Section�8.5 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

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Section�8.5����������������������������������� Pledge Agreement.� MNC Holdco LLC, a Delaware limited liability company, shall pledge such number of shares of CME Class�A Common Stock having a value equal to $100,000,000 based on the Average Closing CME Stock Price (as defined in the GFI Merger Agreement) to secure IDB Buyer�s indemnification obligations under this Agreement, pursuant to and in accordance with the terms as set forth therein.

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2.7.��������������������������� Form�of Pledge Agreements.� The form Pledge Agreement attached to the Purchase Agreement as Exhibit�D is hereby replaced in its entirety with the form Pledge Agreements set forth as Exhibit�A-1 and Exhibit�A-2 hereto, and all references to the �Pledge Agreement� in the Purchase Agreement shall be read as references to the plural �Pledge Agreements�.

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2.8.��������������������������� Form�of Intercreditor Agreement.� The form Intercreditor Agreement attached to the Purchase Agreement as Exhibit�G is hereby replaced in its entirety with the form Intercreditor Agreement set forth as Exhibit�B hereto.

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3.������������������������������������� Full Force and Effect.� Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Purchase Agreement shall remain in full force and effect in accordance with their respective terms. As used in the Purchase Agreement, the terms �this Agreement�, �herein�, �hereinafter�, �hereunder�, �hereto� and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the Purchase Agreement as amended by this Amendment.

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4.������������������������������������� Counterparts; Effectiveness.� This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.� This Amendment shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Amendment.

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5.������������������������������������� Governing Law.� THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE.

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IN WITNESS WHEREOF, Seller,�IDB Buyer, CME, JPI and New JPI have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

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[Amendment No.�1 to Purchase Agreement]

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Exhibit 2.4

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Execution Version

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JEFFERIES FINANCE LLC
520 Madison Avenue
New York, New York 10022

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CONFIDENTIAL

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December�2, 2014

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AMENDED AND RESTATED COMMITMENT LETTER

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GFI Holdco Inc.
c/o GFI Group Inc.
55 Water St.
New York, NY� 10041

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Attention: Jim Peers

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Re:��������� Acquisition IDB Business / Project GFI

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Ladies and Gentlemen:

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You have advised Jefferies Finance LLC (�Jefferies Finance,� �we� or �us�) that GFI Holdco Inc., a Delaware subchapter S corporation (�you� or �NewCo�), a newly formed entity formed by certain existing investors and managers (the �Investors�) of Jersey Partners,�Inc. (�JPI�), intends to acquire directly, or indirectly through one or more subsidiaries and pursuant to a series of related transactions, (i)�the Inter-dealer Broker business (the �IDB Business�) currently owned by GFI (as defined below), which is to be sold to CME (as defined below) as set forth herein and ultimately acquired by you through your acquisition of all of the outstanding equity interests in GFI Net LLC (�US GFI�) and GFI Holdings Ltd (�Offshore GFI�) and (ii)�certain investment assets (the �Investment Holdings�, together with the IDB Business, the �Acquired Business�) currently owned by GFI, which are to be sold to CME as set forth herein and ultimately acquired by you through your acquisition via a newly formed entity (�InvestCo�).� In connection with such acquisition, (a)�you intend to form a new foreign entity organized in Bermuda (�Parent�), which in turn will form a new foreign entity organized in Bermuda and indirectly wholly-owned by Parent (�IssuerCo�) and (b)�the Investors intend to form a new domestic wholly-owned entity organized in Delaware (�GuaranteeCo�).� You have further advised us that (a)�all of the capital stock of GFI held by JPI will be acquired by the Chicago Mercantile Exchange (�CME� or the �Seller�) by means of a merger with a newly formed subsidiary of JPI that will hold all such GFI capital stock (the �JPI Acquisition�), and, as consideration for the JPI Acquisition, the Investors will receive equity interests in CME (the �CME Stock�); (b)�simultaneously with or immediately following the JPI Acquisition, all of the issued and outstanding stock of the GFI Group,�Inc. (�GFI�), a publicly traded Delaware corporation which is currently owned by JPI and public holders of GFI stock, and which is comprised of, inter alia, the IDB Business, will be acquired by CME (the �GFI Acquisition� and, together with the JPI Acquisition, the �CME Acquisitions�); (c)�simultaneously with or immediately following the CME Acquisitions,�IssuerCo will purchase the issued and outstanding stock of the US GFI and Offshore GFI from CME (the �Acquisition�) and (d)�simultaneously with the Acquisition, the Investors will contribute into GuaranteeCo (the �CME Stock Contribution�) the CME Stock, which shares shall have a value on

�

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the date of the Acquisition in an amount of approximately $80.0 million; with GuaranteeCo holding the CME Stock for the term of the Facilities (as defined below).� This Commitment Letter (as defined below) amends, restates and supersedes in its entirety that certain commitment letter (the �Original Commitment Letter;� as such Original Commitment Letter was amended and restated on November�14, 2014 and as such Original Commitment Letter may have been further amended and restated prior to the date hereof) dated July�30, 2014 (the �Signing Date�), among Jefferies Finance and you, and such Original Commitment Letter (together with the Original Fee Letter (as defined in the Fee Letter), the �Original Debt Financing Letters� and the Debt Financing contemplated by and as defined in the Original Commitment Letter, the �Original Debt Financing�)) shall be of no further force or effect.� Capitalized terms used but not defined herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit.

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You have advised us that the total purchase price for the Acquisition (including fees, commissions and expenses) (the �Purchase Price�) and ongoing working capital requirements will be financed from the following sources:

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(i)������������� $225.0 million under a senior secured first lien term loan facility having the terms set forth in Exhibit�A hereto (the �First Lien Term Loan Facility�); provided that to the extent you obtain a revolving credit facility prior to the date on which the Marketing Period (as defined below) begins on terms and conditions reasonably satisfactory to us in all material respects, the aggregate principal amount of the First Lien Term Loan Facility shall be reduced on a dollar-for-dollar basis by an amount equal to the aggregate principal amount of the commitments obtained in respect of such revolving credit facility; and this Commitment Letter shall be amended and restated to set forth the terms of such revolving credit facility commitment;

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(ii)������������ up to $95.0 million under a senior secured second lien term loan facility having the terms set forth in Exhibit�B hereto (the �Second Lien Term Loan Facility,� and, together with the First Lien Term Loan Facility, the �Facilities�);

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(iii)����������� the assumption by NewCo of certain of GFI�s restricted stock unit obligations (the �Assumed RSUs�) pursuant to the Purchase Agreement (as defined in Exhibit�C) in an amount not to exceed $56.0 million (the �RSU Assumption�); and

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(iv)����������� the exchange of certain common equity interests of NewCo or a subsidiary thereof for certain of GFI�s restricted stock unit obligations (the �Exchanged RSUs�) in an amount not to exceed $18.7 million (the �RSU Exchange�).

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The transaction described in clauses (i)�and (ii)�above are referred to as the �Debt Financing� and, together with the Acquisition, the CME Acquisitions, the RSU Assumption, the CME Stock Contribution, the RSU Exchange and the payment of all related fees, commissions and expenses are collectively referred to as the �Transactions.��� You and your subsidiaries are referred to herein as the �Company.�� As used in this Commitment Letter and the Fee Letter (as defined below), the words �include,� �includes� and �including� shall be deemed to be followed by the phrase �without limitation.�

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1.������������ The Commitment.

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In connection with the foregoing, Jefferies Finance (either directly or through one of its affiliates) is pleased to advise you of its commitment to provide 100% of the principal amount of the Facilities.

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The commitment described in this Section�1 is referred to herein as the �Commitment.�� Our Commitment is on the terms and subject to the conditions set forth in (i)�this amended and restated letter

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(including the exhibits, schedules and annexes hereto, collectively, this �Commitment Letter�), (ii)�the amended and restated fee letter between you and us, dated as of the date hereof (the �Fee Letter�) and (iii)�the agency fee letter between you and us, dated as of the date hereof (the �Agency Fee Letter�, together with this Commitment Letter and the Fee Letter, the �Debt Financing Letters�), between you and us. The definitive documents relating to the Debt Financing (collectively, the �Definitive Debt Documents�) shall be prepared by our counsel, will contain only those conditions to borrowing, representations, warranties, covenants and events of default expressly set forth in the Term Sheets and other terms and provisions to be mutually agreed upon, the definitive terms of which will be negotiated in good faith (giving due regard to the operational requirements, size, industries, businesses and business practices of the Borrower and its subsidiaries), and shall be constituent with the terms hereof; provided that, in any event, there shall be no closing condition contained in the Definitive Debt Documents that is not specifically set forth in Section�3 hereof, on Exhibit�A or Exhibit�B to this Commitment Letter, in each case under the heading �Conditions Precedent to Initial Borrowing� or on Exhibit�C to this Commitment Letter.� Those matters that are not covered or made clear in the Debt Financing Letters are subject to mutual agreement of the parties hereto.� No party hereto has been authorized by us to make any oral or written statements or representations that are inconsistent with the Debt Financing Letters.� Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained herein or therein, and the parties agree to negotiate in good faith the Definitive Debt Documents in a manner consistent with this Commitment Letter and the Fee Letter it being acknowledged and agreed that the commitment provided hereunder is subject to conditions precedent as provided herein.

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2.������������ Titles and Roles.� As consideration for the Commitment, you agree that you hereby retain and will cause your affiliates to retain Jefferies Finance or its designee to act as the sole administrative agent, sole collateral agent, sole book-runner, and sole lead arranger for you and your affiliates in connection with the Facilities and no other titles shall be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters) shall be paid in connection with the Facilities, unless mutually agreed.

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3.������������ Conditions Precedent.� The closing of the Facilities and the making of the initial loans and other extensions of credit under the Facilities on the Closing Date are conditioned solely upon satisfaction or waiver by us of each of the following conditions: (i)�except as disclosed in the IDB Buyer Disclosure Letter (as defined in the Purchase Agreement), since January�1, 2014, there shall not have been a Material Adverse Effect (as defined below), (ii)�the Specified Purchase Agreement Representations (as defined below) shall be true and correct as set forth on Exhibit�E, (iii)�the other conditions expressly set forth in Exhibit�A and Exhibit�B to this Commitment Letter in each case under the heading �Conditions Precedent to Initial Borrowing,� and (iv)�the other conditions referred to on Exhibit�C.� In no event shall the commencement or completion of the syndication of the Facilities be a condition to the closing of the Facilities and the making of the initial loans and other extensions of credit thereunder.

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For purposes hereof, �Material Adverse Effect� means, with respect to IDB Buyer or the IDB Subsidiaries, any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, (a)�would reasonably be expected to prevent or materially impair or delay the ability of IDB Buyer, JPI, New JPI, any IDB Subsidiary or any Seller Retained Subsidiary to perform their obligations under the Purchase Agreement or to consummate the Transactions or (b)�has been, or would reasonably be expected to be, materially adverse to the business, assets, properties, liabilities, results of operations or financial condition of the IDB Subsidiaries taken as a whole, except to the extent that such event, occurrence, fact, condition, change, development or effect results from (i)�general economic or regulatory conditions or changes therein, (ii)�financial or security market fluctuations or conditions, (iii)�changes in or events affecting the industries or markets in which the IDB Subsidiaries operate, (iv)�any

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effect arising out of a change in GAAP or Law, (v)�the announcement or pendency of the Purchase Agreement and the Transactions or the identity of Seller, other than for purposes of Section�3.4 (No Violations; Consents and Approvals) of the Purchase Agreement, including the impact thereof on relationships, contractual or otherwise, with agents, customers, suppliers, vendors, licensors, licensees, lenders, partners, employees or regulators, (vi)�changes in the market price or trading volume of GFI Common Stock� (as such term is defined in the Purchase Agreement) on the New York Stock Exchange (provided that this clause (vi)�shall not prevent a determination that any events, occurrences, facts, conditions, changes, developments or effects underlying such changes have resulted in a Material Adverse Effect unless such events, occurrences, facts, conditions, changes, developments or effects are otherwise excepted by this definition), (vii)�any failure by the IDB Subsidiaries to meet any estimates or outlook of revenues or earnings or other financial projections (provided that this clause (vii)�shall not prevent a determination that any events, occurrences, facts, conditions, changes, developments or effects underlying such changes have resulted in a Material Adverse Effect unless such events, occurrences, facts, conditions, changes, developments or effects are otherwise excepted by this definition), (viii)�natural disasters or (ix)�national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack occurring prior to, on or after July�30, 2014, except, in the case of clauses (i), (ii), (iii), (iv), (viii)�and (ix)�above, to the extent the IDB Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the businesses and industries in which the IDB Subsidiaries operate.� Capitalized terms used in this definition of �Material Adverse Effect� have the meaning given to such terms in the Purchase Agreement and the Section�references contained in this definition of �Material Adverse Effect� are references to the corresponding Section�in the Purchase Agreement.

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Notwithstanding anything in the Debt Financing Letters to the contrary, (i)�the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A)�the representations and warranties set forth on Exhibit�E (collectively, the �Specified Purchase Agreement Representations�) (to the extent set forth on Exhibit�E) and (B)�the Specified Representations (as defined below) and (ii)�the terms of the Definitive Debt Documents shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions expressly set forth (w)�in this Section�3, (x)�on Exhibit�A to this Commitment Letter under the heading �Conditions Precedent to Initial Borrowing�, (y)�on Exhibit�B to this Commitment Letter under the heading �Conditions Precedent to Initial Borrowing� or (z)�on Exhibit�C to this Commitment Letter are satisfied (it being understood that, to the extent any Collateral (other than to the extent that a lien on such Collateral may be perfected (x)�by the filing of a financing statement under the Uniform Commercial Code, (y)�by the delivery of stock certificates of the Parent and its domestic subsidiaries together with undated stock powers executed in blank or (z)�by the filing of a security agreement on the applicable form with the United States Patent and Trademark Office or the United States Copyright Office) is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do so, the perfection of such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be perfected within 30 days after the Closing Date (subject to extensions agreed to in writing by the Administrative Agent); provided that, notwithstanding anything to the contrary herein, delivery of the Pledged CME Stock (as defined below) together with undated stock powers executed in blank shall be delivered within 10 days after the Closing Date (or on such later date as the Administrative Agent may agree in its sole discretion).� For purposes hereof, �Specified Representations� means the representations and warranties of the Parent and the Borrower set forth in the Definitive Debt Documents relating to corporate or other organizational existence of the Parent and the Borrower, organizational power and authority (as to execution, delivery and performance of the applicable Definitive Debt Documents) of the Parent and the Borrower, the due authorization, execution and delivery by and enforceability against the Parent and the Borrower of the applicable Definitive Debt Documents, solvency of the Borrower and its subsidiaries on a consolidated

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basis on the Closing Date after giving effect to the Transactions (consistent with the solvency certificate attached as Schedule A-1 to Exhibit�C of this Commitment Letter), no conflicts of the Definitive Debt Documents with their charter documents or material laws, the Federal Reserve margin regulations, compliance with FCPA, the Patriot Act, OFAC/AML and other anti-terrorism laws, the Investment Company Act, status of the Facilities and the related guaranties as senior debt (to the extent applicable), and, subject to permitted liens and the limitations set forth in the prior sentence and creation, validity, perfection and priority of security interests (subject to permitted liens as set forth in the Definitive Debt Documents).� This paragraph shall be referred to herein as the �Certain Funds Provision�.

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4.������������ Syndication.

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(a)���������� We reserve the right, at any time prior to or after execution of the Definitive Debt Documents, to syndicate all or part of our Commitment to a syndicate of banks, financial institutions and other entities (which may include Jefferies Finance) identified by us in consultation with you (collectively, the �Lenders�); provided that we will not syndicate to certain banks, financial institutions and other institutional lenders and competitors of the Acquired Business and its subsidiaries that, in each case, have been identified by name in writing to us by you prior to the Signing Date (and, in the case of competitors, from time to time thereafter; provided that this shall not have any retroactive application to assignments made prior to the date such additional competitors are so identified to us in writing) (the �Disqualified Institutions�). Our Commitment shall be reduced dollar-for-dollar as and when corresponding commitments are received from any Lenders; provided that, other than with respect to commitment reductions resulting from your obtaining revolving commitments as set forth above (�Specified Commitment Reductions�), no such reduction shall relieve us of our obligation to fund on the Closing Date the portion of the Commitment so reduced to the extent any Lender fails, upon satisfaction or waiver of all conditions to such Lender making its initial extensions of credit on the Closing Date, to fund its Commitment on the Closing Date; provided, further, that unless you agree in writing, other than with respect to Specified Commitment Reductions, we shall retain exclusive control over the rights and obligations with respect to our Commitment in respect of the Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred.� We will exclusively manage all aspects of any syndication in consultation with you, including decisions as to the selection of prospective Lenders to be approached, when they will be approached, when their commitments will be accepted, which prospective Lenders will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees to such Lenders.� To assist us in our syndication efforts, you agree to prepare and provide (and to use your commercially reasonable efforts to cause the Acquired Business to prepare and provide) promptly to us all customary information with respect to the Company, the Transactions and the other transactions contemplated hereby, including such Projections (defined below) as we may reasonably request in connection with the syndication of the Commitment; provided that, following the consummation of the Acquisition, you shall cause the Acquired Business to prepare and provide us with such information if not previously provided.

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(b)���������� We intend to commence our syndication efforts promptly upon your execution of this Commitment Letter and you agree to assist us actively (and, in all events, using your commercially reasonable efforts) to complete a timely syndication that is reasonably satisfactory to us until the date that is the earlier of (i)�60 days after the Closing Date and (ii)�the date on which a Successful Syndication (as defined in the Fee Letter) is achieved but in no event shall such date be earlier than the Closing Date (such earlier date referred to in clause (i)�and (ii), the �Syndication Date�).� Such assistance shall include:

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(i)������������� using commercially reasonable efforts to ensure that our efforts benefit materially from your, the Investors� and the Acquired Business� existing lending and investment banking relationships,

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(ii)������������ direct contact between your senior management, representatives and advisors, on the one hand, and the senior management representatives and advisors of the proposed Lenders, on the other hand (and (x)�prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause, and (y)�thereafter, your causing direct contact between senior management, representatives and advisors of the Acquired Business and the proposed Lenders on the one hand, and the senior management representatives and advisors of the proposed Lenders, on the other hand),

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(iii)����������� your assistance (and (x)�prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause, and (y)�thereafter, your causing the Acquired Business to assist) in the preparation of a customary confidential information memorandum (the �Confidential Information Memorandum�), and other marketing materials to be used in connection with the syndication of our Commitment (together with the Confidential Information Memorandum, the �Materials�), and

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(iv)����������� the hosting with us of one customary �bank meeting� of prospective Lenders (and any additional customary one-on-one meetings with prospective Lenders deemed reasonably necessary by us) (and you shall use your commercially reasonable efforts to cause senior management or representatives of the Acquired Business to attend all such meetings), in each case at such times and in such places as mutually agreed.

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(c)���������� You agree, at our request, to assist in the preparation of a version of any Materials consisting exclusively of information and documentation that is either (i)�publicly available or (ii)�not material with respect to the Company (including the Acquired Business), their affiliates or any of its or their securities for purposes of United States federal and state securities laws (such information and Materials, �Public Information�).� In addition, you agree that, unless specifically labeled �Private � Contains Non-Public Information,� no Materials disseminated to potential Lenders in connection with the syndication of the Facilities, whether through an Internet website, electronically, in presentations, at meetings or otherwise, will contain any Material Non-Public Information (as defined below). Any information and documentation that is not Public Information is referred to herein as �Material Non-Public Information.� It is understood that in connection with your assistance described above, authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, it being understood that the authorization letter for Public Information shall contain a representation by you to the Lenders that the Public Information does not include any such Material Non-Public Information and each letter shall contain a customary �10b-5� representation.� You acknowledge and agree that the following documents contain and shall contain solely Public Information (unless you notify us promptly that any such document contains Material Non-Public Information): (i)�drafts and final Definitive Debt Documents with respect to the Facilities, (ii)�administrative materials prepared by us for prospective Lenders (including a lender meeting invitation, Lender allocations, if any, and funding and closing memoranda), and (iii)�notification of changes in the terms of the Facilities.� If reasonably requested by us, you shall identify Public Information by clearly and conspicuously marking the same as �PUBLIC�.

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(d)���������� You agree that all Materials and Information (as defined below) (including draft and execution versions of the Definitive Debt Documents) may be disseminated in accordance with our standard syndication practices (including through hard copy and via one or more internet sites (including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions).� Without limiting the foregoing, you authorize, and will obtain contractual undertakings from the Acquired Business to authorize, the use of your and its respective logos in connection with any such dissemination.� Notwithstanding anything in Section�9 to the contrary, you further agree that, at our expense, we may place advertisements in financial and other newspapers and periodicals or on a home page�or similar place

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for dissemination of information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a �tombstone� or otherwise, containing information customarily included in such advertisements and materials, including (i)�the names of the Company (including the Acquired Business) and its affiliates (or any of them), (ii)�our and our affiliates� titles and roles in connection with the Transactions, and (iii)�the amount, type and closing date of such Transactions.

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5.������������ Information.� You represent, warrant and covenant that (and, with respect to the Acquired Business, to the best of your knowledge that):

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(a)���������� all information and data other than the Projections and information of a general economic or industry-specific nature (including the Materials, the �Information�) that has been or will be made available to us by or on behalf of you or the Acquired Business or any of your or their respective representatives is or will be, when furnished and when taken as a whole, complete and correct in all material respects,

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(b)���������� none of the Information shall, when furnished or on the Closing Date and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made, and

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(c)���������� all projections and other forward-looking information that have been or will be made available to us by or on behalf of you or the Acquired Business or any of your or their respective representatives (collectively, the �Projections�) have been or will be prepared in good faith based upon (i)�accounting principles consistent with the most recent historical audited financial statements of the Acquired Business and (ii)�assumptions that are reasonable at the time made and at the time the related Projections are made available to us (it being understood that any such Projections are subject to uncertainties and contingencies, some of which are beyond your control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material).

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You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information or Projections were then being furnished and such representations and warranties were then being made, you shall, at such time, supplement promptly such Information and/or Projections, as the case may be, in order that such representations and warranties will be correct under those circumstances.

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You shall be solely responsible for Information and the Projections, including the contents of all Materials other than any contents relating to us or our respective affiliates.� We (i)�will be relying on Information, the Projections and data provided by or on behalf of you or the Acquired Business or any of your or its representatives or otherwise available from generally recognized public sources, without having independently verified the accuracy or completeness of the same, (ii)�do not assume responsibility for the accuracy or completeness of any such Information, Projections and data and (iii)�will not make an appraisal of your assets or liabilities or the Acquired Business.� You shall (i)�furnish us with all Information and data that we may reasonably request in connection with our activities on behalf of you and your affiliates and (ii)�provide us full access, as reasonably requested, to your officers, directors, employees and professional advisors and use commercially reasonable efforts to provide us full access, as reasonably requested, to those of the Acquired Business; provided that, following the consummation of the Acquisition, you shall cause the Acquired Business to provide us full access, as reasonably requested, to such persons or entities.

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6.������������ Clear Market.� You agree that, from the date hereof until the earlier of (a)�the date on which a Successful Syndication has been achieved, provided that such date shall not be earlier than the Closing Date and (b)�the date that is 60 days after the Closing Date, you will not, and you will not permit the Acquired Business or any of your or its respective affiliates to, directly or indirectly, (i)�syndicate, place, sell or issue, (ii)�attempt or offer to syndicate, place, sell or issue, (iii)�announce or authorize the announcement of the syndication, placement, sale or issuance of, or (iv)�engage in discussions concerning the syndication, placement, offering, sale or issuance of, any debt facility, or debt, the Acquired Business or any of your or its respective affiliates (other than the Debt Financing contemplated hereby) reasonably likely to adversely affect syndication, including any renewals or refinancings of any existing debt facility, without our prior written consent, which may be given or withheld in our sole discretion.

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7.������������ Fees and Expenses.� As consideration for the Commitment and our other undertakings hereunder, you hereby agree to pay or cause to be paid to us the fees, expenses and other amounts set forth in the Debt Financing Letters.

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8.������������ Indemnification and Waivers.� As consideration for the Commitment and our other undertakings hereunder, you agree to the provisions with respect to indemnification, waivers and other matters contained in Annex�A hereto, which is hereby incorporated by reference in this Commitment Letter.

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9.������������ Confidentiality.� This Commitment Letter is delivered to you on the understanding that neither the existence of this Commitment Letter (or the Original Commitment Letter), the Fee Letter (or the Original Fee Letter) nor any of their terms or substance, will be disclosed by you, directly or indirectly, to any other person or entity except (a)�as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof), (b)�to your officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and only in connection with the Transactions, (c)�the existence and contents of this Commitment Letter and the Original Commitment Letter may be disclosed (but not the contents of the Fee Letter or the Original Fee Letter) to rating agencies in connection with their review of the Facilities or the Company, (d)�the information contained in this Commitment Letter (and the Original Commitment Letter) (but not that contained in the Fee Letter or the Original Fee Letter) may be disclosed in any Confidential Information Memorandum or in connection with the syndication of the Facilities, and (e)�this Commitment Letter (and the Original Commitment Letter) and, if redacted in a manner satisfactory to us, the Fee Letter (and the Original Fee Letter) may be disclosed to the Acquired Business, the Seller and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential and need-to-know basis and only in connection with the Transactions.� You may also disclose, on a confidential basis, the aggregate amount of fees payable under the Fee Letter or the Original Fee Letter as part of a generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with the syndication of the Facilities.

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We agree to maintain the confidentiality of all confidential information provided to us by or on behalf of you, the Acquired Business and/or your respective subsidiaries (�Company Information�), except that Company Information may be disclosed (a)�to our and our affiliates� directors, officers, employees, agents, advisors and other representatives, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential), (b)�to the extent requested by any regulatory authority, (c)�pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by any governmental or self-regulatory authority, applicable law or regulation or by any subpoena or similar legal process, (d)�to any other party to this Commitment Letter or the Original Commitment Letter, (e)�in connection with the exercise of any remedies hereunder or under any of the Definitive Debt

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Documentation or any suit, action or proceeding relating to this Commitment Letter, the Original Commitment Letter or any of the Definitive Debt Documentation, or the enforcement of rights hereunder or thereunder, (f)�subject to an agreement containing provisions substantially the same as those of this paragraph, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to you and your obligations, (g)�with your consent, (h)�to prospective lenders, participants or any rating agency or as is otherwise required in connection with the syndication, (i)�for purposes of establishing a �due diligence� defense or (j)�to the extent such Company Information (1)�becomes publicly available other than as a result of a breach of this paragraph by us or (2)�becomes available to us or any of our affiliates on a non-confidential basis from a source other than you; provided, that the disclosure of any such Company Information to Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such party that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as set forth in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or market standards for dissemination of such type of information, which shall in any event require �click through� or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof.� Any person required to maintain the confidentiality of Company Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Company Information as such person would accord to its own confidential information. Our obligations set forth in this paragraph shall terminate upon the earlier of (i)�two years from the Signing Date and (ii)�the date the Definitive Debt Documents are execution and delivery, at which time this paragraph shall be superseded by the relevant terms and provisions therein.

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10.��������� Conflicts of Interest; Absence of Fiduciary Relationship.� You acknowledge and agree that:

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(a)���������� we and/or our affiliates and subsidiaries (including Jefferies Group LLC and its affiliates, the �Jefferies Group�), in our and their respective capacities as principal or agent are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i)�our interests and duties hereunder and (ii)�our other duties or interests or other duties or interests of another member of the Jefferies Group,

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(b)���������� we and any other member of the Jefferies Group may, at any time, (i)�provide services to any other person, (ii)�engage in any transaction (on our or its own account or otherwise) with respect to you or any member of the same group as you or (iii)�act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a �Third Party�), and may retain for our or its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of the Jefferies Group is in possession or has come or comes into possession (whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by us or any other member of the Jefferies Group in entering into any transaction with (for its own accord or otherwise), or in performing services or providing advice to any Third Party.� You accept that permanent or ad hoc arrangements/information barriers may be used between and within our divisions or divisions of other members of the Jefferies Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose,

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(c)���������� information that is held elsewhere within us or the Jefferies Group, but of which none of the individual directors, officers or employees having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining our responsibilities to you hereunder,

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(d)���������� neither we nor any other member of the Jefferies Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on our or its own account or otherwise) or otherwise carrying on our or its business,

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(e)���������� (i)�neither we nor any of our affiliates have assumed any other obligation in favor of the Company or any of its affiliates except the obligations expressly provided for under the Debt Financing Letters, (ii)�we and our affiliates, on the one hand, and the Company and its affiliates, on the other hand, have an arm�s-length business relationship that does not directly or indirectly give rise to, nor does the Company or any of its affiliates rely on, any fiduciary duty on the part of us or any of our affiliates and (iii) we are (and are affiliated with) a full service financial firm and as such may effect from time to time transactions for our own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, we and any other member of the Jefferies Group may at any time hold debt or equity securities for our or its own account in the Company).� With respect to any securities and/or financial instruments so held by us, any of our affiliates or any of our respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or alleged breach of fiduciary duty (and agree that we shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors) or (ii) any conflict of interest arising from such transactions, activities, investments or holdings, or arising from our failure or the failure of any of our affiliates to bring such transactions, activities, investments or holdings to your attention, and

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(f)����������� neither we nor any of our affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by the Debt Financing Letters, and neither we nor our affiliates shall have responsibility or liability to you with respect thereto. Any review by us, or on our behalf, of the Company, the Transactions, the other transactions contemplated by the Debt Financing Letters or other matters relating to such transactions will be performed solely for our benefit and shall not be on behalf of you or any of your affiliates.

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11.��������� Choice of Law; Jurisdiction; Waivers.� The Debt Financing Letters, and any claim, controversy or dispute arising under or related to the Debt Financing Letters (whether based upon contract, tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State of New�York; provided that, notwithstanding the foregoing, it is understood and agreed that (a) interpretation of the definition of �Material Adverse Effect� (and whether a Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Purchase Agreement Representation and whether as a result of any inaccuracy thereof CME or any of its affiliates has the right (taking into account any applicable cure provisions) to terminate their obligations under the Purchase Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Purchase Agreement, in each case shall be governed by,

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and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.� To the fullest extent permitted by applicable law, you and we hereby irrevocably submit to the exclusive jurisdiction of any New York State court or federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Debt Financing Letter and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to your address set forth above;� provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction.� You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or we may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum.� You and we hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding (whether based upon contract, tort or otherwise) arising out of or relating to the Debt Financing Letters, any of the Transactions or any of the other transactions contemplated hereby or thereby.� The provisions of this Section 11 are intended to be effective upon the execution of this Commitment Letter without any further action by you, and the introduction of a true copy of this Commitment Letter into evidence shall be conclusive and final evidence as to such matters.

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12.��������� Miscellaneous.

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(a)���������� This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.� Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.

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(b)���������� You may not assign any of your rights, or be relieved of any of your obligations, under this Commitment Letter without our prior written consent, which may be given or withheld in our sole discretion (and any purported assignment without such consent, at our sole option, shall be null and void).� We may at any time and from time to time assign all or any portion of our Commitment hereunder to one or more of our affiliates or to one or more Lenders, whereupon we shall be released from the portion of our Commitment hereunder so assigned; provided that such assignment shall not relieve us of our obligation to fund on the Closing Date the portion of our Commitment so assigned to the extent such assignee fails, upon satisfaction or waiver by us of all conditions to such assignee making its initial extensions of credit on the Closing Date, to fund such assigned Commitment on the Closing Date.� Any and all obligations of, and services to be provided by, us hereunder (including the Commitment) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our affiliates or branches and we reserve the right to allocate, in whole or in part, to our affiliates or branches certain fees payable to us in such manner as we and our affiliates may agree in our and their sole discretion.� Subject to Section 10, you further acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information relating to the Transactions, you or the Acquired Business (and your and their respective affiliates), or any of the matters contemplated in the Debt Financing Letters in accordance with Section 9.

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(c)���������� This Commitment Letter has been and is made solely for the benefit of you, us and the indemnified persons (as defined in Annex A hereto) and your, our and their respective successors and assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and our agreements contained herein.

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(d)���������� The Debt Financing Letters set forth the entire understanding of the parties hereto as to the scope of the Commitment and our obligations hereunder and thereunder.� The Debt Financing Letters supersede all prior understandings and proposals (including the Original Commitment Letter and the Original Fee Letter), whether written or oral, between us and you relating to any financing or the transactions contemplated hereby and thereby.

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(e)���������� You acknowledge that one or more of our affiliates has been retained as a sell-side financial advisor to GFI (in such capacity, the �Financial Advisor�) in connection with the Transactions.� You agree to any such retention, and not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, (i) the engagement of the Financial Advisor or (ii) us or the Financial Advisor or any of our or its affiliates arranging or providing (or contemplating arranging or providing) financing for a competing bidder and, on the other hand, our relationship with you as described and referred to herein.� You acknowledge that, in its capacity as such, (A)�the Financial Advisor may recommend to GFI that GFI not pursue or accept the CME Acquisitions and, as applicable, the other Transactions and (B)�the Financial Advisor may possess information about GFI, the Acquired Business, the Acquisition and other potential purchasers and their respective strategies and proposals, but that nonetheless the Financial Advisor shall have no obligation to disclose to you the substance of such information or the fact that it is in possession thereof.� For the avoidance of doubt, nothing in the Debt Financing Letters shall be interpreted or construed to amend, waive or limit the obligations of the Financial Advisor under any agreement and/or arrangement pursuant to which it has been retained by GFI to act in any other capacity.

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(f)����������� Notwithstanding anything in Section 9 to the contrary, you agree that we or any of our affiliates may disclose information about the Transactions to market data collectors and similar service providers to the financing community.

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(g)���������� We hereby notify you and, upon its becoming bound by the provisions hereof, each other Credit Party (as defined in Exhibit�A hereto), that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time, the �Patriot Act�), we and each Lender may be required to obtain, verify and record information that identifies the Credit Parties, which information includes the name, address, tax identification number and other information regarding the Credit Parties that will allow us or such Lender to identify the Credit Parties in accordance with the Patriot Act.� This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and each Lender. You agree that we shall be permitted to share any or all such information with the Lenders.

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13.��������� Amendment; Waiver.� This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto.� No waiver by any party of any breach of, or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time.� To be effective, a waiver must be set forth in writing signed by the waiving party and must specifically refer to this Commitment Letter and the breach or provision being waived.

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14.��������� Surviving Provisions.� Notwithstanding anything to the contrary in this Commitment Letter: (i) Sections 7 to and including 15 hereof shall (except for our confidentiality obligations in Section 9, which shall terminate or be superseded by the Definitive Debt Documents as provided therein) survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Debt Documents have been executed and delivered or the Transactions consummated, and (ii) Sections 2 and 4 to and including 13 hereof shall survive execution and delivery of the Definitive Debt Documents and the consummation of the Transactions.

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15.��������� Acceptance, Expiration and Termination.� Please indicate your acceptance of the terms of the Debt Financing Letters by returning to us executed counterparts of the Debt Financing Letters not later than 11:59�p.m., New�York City time, on December 2, 2014 (the �Deadline�).� The Debt Financing Letters are conditioned upon your contemporaneous execution and delivery to us, and the contemporaneous receipt by us, of executed counterparts of each Debt Financing Letter on or prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not returned such executed counterparts to us by such time.� Thereafter, except with respect to any provision that expressly survives pursuant to Section�14, this Commitment Letter and the Agency Fee Letter (but not the Fee Letter) will terminate automatically on the earliest of (i)�the date of termination of the Purchase Agreement in accordance with its terms, (ii) the date on which you or JPI publicly announce that you or JPI have abandoned the pursuit of the Transactions, (iii)�the closing of the Acquisition, (iv)�the closing of a sale by CME of the IDB Business other than as part of the Transactions, and (v)�11:59�p.m., New�York City time, on March 15, 2015 (such earliest date, the �Commitment Termination Date�).

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We are pleased to have the opportunity to work with you in connection with this important financing.

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ANNEX A TO COMMITMENT LETTER

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INDEMNIFICATION AND WAIVER

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Except as otherwise defined in this Annex A, capitalized terms used but not defined herein have the meanings assigned to them elsewhere in this Commitment Letter.

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The IssuerCo (�you�) hereby agrees (i) to indemnify and hold harmless Jefferies Finance LLC, solely in its capacity as Lender, Arranger, Administrative Agent or in any other capacity as contemplated by the Senior Loan Documents (collectively, �we� or �us�), the Lenders in the Debt Financing and each of our and their respective affiliates and subsidiaries (including Jefferies LLC) and each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, representatives, attorneys-in-fact, members, successors, assigns and controlling persons of each of the foregoing (each, an �indemnified person�) from and against any and all losses, claims, damages and liabilities (collectively, �Losses�) to which any such indemnified person, directly or indirectly, may become subject arising out of, relating to, resulting from or otherwise in connection with the Debt Financing Letters, the Original Commitment Letter, the Original Fee Letter, the Debt Financing, the use of the proceeds therefrom, the Transactions, any of the other transactions contemplated by the Debt Financing Letters, the Original Debt Financing Letters or any action, claim, suit, litigation, investigation, inquiry or proceeding (each, a �Claim�) directly or indirectly arising out of, relating to, resulting� from or otherwise in connection with any of the foregoing, regardless of whether any indemnified person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third party and (ii) to reimburse each indemnified person upon demand at any time and from time to time for all out-of-pocket legal and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any Claim, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with any of the foregoing (including in connection with the enforcement of the indemnification obligations and waivers set forth in this Annex�A); provided, however, that no indemnified person will be entitled to indemnity hereunder in respect of any Loss to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such Loss resulted from (A) the bad faith, gross negligence or willful misconduct of such indemnified person, (B) a material breach of the obligations of such indemnified person or any of such indemnified person�s controlled affiliates under the Debt Financing Letters, the Original Commitment Letter, the Original Fee Letter or (C) any Claim that does not involve or arise from an act or omission by you or any of your affiliates and that is brought by an indemnified person against any other indemnified person (other than any claims against any party in its capacity or in fulfilling its role as an Administrative Agent or arranger or any similar role under the Facilities).� In addition, in no event will any indemnified person be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings), whether, directly or indirectly, as a result of any failure to fund all or any portion of the Debt Financing (or the Original Debt Financing) or otherwise arising out of, relating to, resulting from or otherwise in connection with the Debt Financing (or the Original Debt Financing) or arising out of, relating to, resulting from or otherwise in connection with any Claim or otherwise.� In addition, no indemnified person will be liable for any damages arising from the use by unauthorized persons of Information, Projections or other Materials sent through electronic, telecommunications or other information transmission systems that are intercepted or otherwise obtained by such persons� except to the extent it is found by a final, non-appealable judgment of a court of competent jurisdiction that such damages resulted solely and directly from the bad faith, gross negligence or willful misconduct of such indemnified person.

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You shall not settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in which any indemnified person is or could be a party and as to which indemnification or contribution could have been sought by such indemnified person

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Annex B-1

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hereunder whether or not such indemnified person is a party to any Debt Financing Letter (or the Original Debt Financing Letters) unless (i) such indemnified person and each other indemnified person from which such indemnified person could have sought indemnification or contribution have given their prior written consent, which may be given or withheld in their sole discretion or (ii) the settlement, compromise, consent or termination (A) includes an express unconditional release of all indemnified persons and their respective affiliates from all Losses, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with such Claim and (B) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any indemnified person.

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If for any reason (other than the bad faith, gross negligence or willful misconduct of an indemnified person as provided above) the foregoing indemnity is unavailable to an indemnified person or insufficient to hold an indemnified person harmless, then you to the fullest extent permitted by law, shall contribute to the amount paid or payable by such indemnified person as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by you, on the one hand, and by us, on the other hand, from the Transactions or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by you, on the one hand, and us, on the other hand, but also the relative fault of you, on the one hand, and us, on the other hand, as well as any relevant equitable considerations.� Notwithstanding the provisions hereof, the aggregate contribution of all indemnified persons to all Losses shall not exceed the amount of fees actually received by us pursuant to the Fee Letter.� For the purposes of this paragraph, it is hereby further agreed that (i) the relative benefits to you, on the one hand, and us, on the other hand, with respect to the Transactions shall be deemed to be in the same proportion as (x) the total value paid or received or contemplated to be paid or received by you, your equity holders and/or your or their respective affiliates, as the case may be, in the Transactions, whether or not the Transactions are consummated, bears to (y) the fees actually paid to us under the Fee Letter and (ii) the relative fault of you, on the one hand, and us, on the other hand, with respect to the Transactions shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by you, any of your affiliates and/or any of your or their respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, representatives, attorneys-in-fact and controlling persons (collectively, the �Acquiror Group�) or by us, as well as your and our relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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��������������� In addition, you shall reimburse the indemnified persons for all expenses (including fees and expenses of external counsel), as incurred, in connection with investigating, preparing, defending or settling any Claim for which indemnification or contribution may be sought by the indemnified person, whether or not any indemnified person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third party.

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��������������� The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability you may have to any indemnified person at law, in equity or otherwise, (ii) shall survive the expiration or termination of the Debt Financing Letters (notwithstanding any other provision of any Debt Financing Letter or the Definitive Debt Documents), the Original Commitment Letter and the Original Fee Letter, (iii) shall apply to any modification, amendment, waiver or supplement of our and any of our affiliates� commitment and/or engagement, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of us or any other indemnified person and (v) shall be binding on any successor or assign of you and the successors or assigns to any substantial portion of your business and assets.

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Annex B-2

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EXHIBIT�A TO COMMITMENT LETTER

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SUMMARY OF TERMS OF FIRST LIEN FACILITIES

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Set forth below is a summary of certain of the terms of the First Lien Term Loan Facility and the documentation related thereto.� Capitalized terms used and not otherwise defined in this Exhibit�A have the meanings set forth elsewhere in this Commitment Letter.

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Exhibit A-1

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Exhibit A-2

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Exhibit A-3

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Exhibit A-4

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Exhibit A-5

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Exhibit A-6

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Exhibit A-7

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Exhibit A-8

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Exhibit A-9

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Exhibit A-10

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Exhibit A-11

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Exhibit A-12

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Exhibit A-13

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Exhibit A-14

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Exhibit A-15

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Exhibit A-16

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Exhibit A-17

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Exhibit A-18

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Exhibit A-19

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Exhibit A-20

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Exhibit A-21

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Exhibit A-22

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Exhibit A-23

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Exhibit A-24

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Exhibit A-25

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Exhibit A-26

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Exhibit A-27

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ANNEX A-I TO EXHIBIT A
TO COMMITMENT LETTER

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Interest and Certain Fees

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Annex A-I-1

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Annex A-I-2

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EXHIBIT B TO COMMITMENT LETTER

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SUMMARY OF TERMS OF SECOND LIEN TERM LOAN FACILITY

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Set forth below is a summary of certain of the terms of the Second Lien Term Loan Facility and the documentation related thereto.� Capitalized terms used and not otherwise defined in this Exhibit B have the meanings set forth elsewhere in this Commitment Letter.

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Exhibit B-1

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Exhibit B-2

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Exhibit B-3

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Exhibit B-4

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Exhibit B-5

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Exhibit B-6

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Exhibit B-7

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