MF GLOBAL HOLDINGS LTD. (a Delaware corporation) 1.875% Convertible Senior Notes due 2016 UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
The Securities will be convertible on the terms, and subject to the conditions, set forth in the Indenture. As used herein, “Conversion Shares” means the fully paid, non-assessable shares of common stock, par value $1.00 per share, of the Company (“Common Stock”) to be received by the holders of the Securities upon conversion of the Securities pursuant to the terms of the Securities and the Indenture. The Securities will be convertible initially at a conversion rate of 96.4716 shares of Common Stock per $1,000 principal amount of the Securities, on the terms, and subject to the conditions, set forth in the Indenture.
