MF GLOBAL HOLDINGS LTD. (a Delaware corporation)Underwriting Agreement • August 9th, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
MF Global Holdings Ltd., a Delaware corporation (the “Company”), confirms its agreements with the several Underwriters listed in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Jefferies & Company, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $325,000,000 aggregate principal amount of the Company’s 6.25% Senior Notes due 2016 (the “Securities”). The Securities are to be issued pursuant to a senior debt indenture, dated February 11, 2011, as supplemented by a supplemental indenture, to be dated as of the Closing Time (as defined herein) (collectively, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
