Exhibit 10.2
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7, 2024 (the “Third Amendment Effective Date”), by and between BGC Group, Inc., a Delaware corporation (“BGC”) and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RECITALS
WHEREAS, BGC Partners, Inc. and Cantor entered into that certain Credit Agreement, dated as of March 19, 2018, and as amended on August 6, 2018 (the “Original Agreement”);
WHEREAS, BGC assumed all of the rights and obligations of BGC Partners, Inc. under the Original Agreement on October 6, 2023 and superseded BGC Partners, Inc. as a party thereto (such assumed agreement, as further amended, restated, amended and restated, extended, supplemented, assigned and assumed or otherwise modified prior to the date hereof, most recently on March 8, 2024, the “Credit Agreement”);
WHEREAS, BGC and Cantor desire to make certain amendments to the Credit Agreement, in each case, in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to the Credit Agreement.
(a) The defined term “Applicable Rate” in Section 1 of the Credit Agreement shall be amended in its entirely to read as follows:
“Applicable Rate” shall mean, (a) (i) with respect to Loans (other than FICC-GSD Margin Loans) made to Cantor as Borrower, the interest rate then in effect for revolving loans under the Cantor RCF Credit Agreement less 25 basis points (0.25%), and (ii) with respect to Loans (other than FICC-GSD Margin loans) made to BGC as Borrower other than FICC-GSD Margin Loans, the interest rate then in effect for revolving loans under the BGC RCF Credit Agreement less 25 basis points (0.25%) and (b) with respect to Loans that are FICC-GSD Margin Loans, an interest rate equal to the overnight interest rate actually earned, directly or indirectly by the Borrower, on borrowings under the applicable FICC-GSD Loan. The Applicable Rate for each Rate Period shall be reasonably determined by the Lender in accordance herewith, and the Lender shall advise the Borrower of such determination. With respect to FICC-GSD Margin Loans, the Applicable Rate may change daily.
(b) Section 1 of the Credit Agreement shall be amended to add the following defined term after the definition of “Effective Date” and before the definition of “Lender”:
“FICC-GSD Margin Loans” means loans made by a Party, the use of proceeds of which will be to directly or indirectly (i) post margin at any clearinghouse, including without limitation the Government Securities Division of the Fixed Income Clearing Corporation, (ii) keep funds available for the purpose of posting such margin, or (iii) otherwise facilitate the clearing and settlement of trades.
