exv4w3






Exhibit 4.3




FIRST SUPPLEMENTAL INDENTURE




     THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of July
10, 2009, by and between LendingClub Corporation, a Delaware corporation (the “Company”),
and Wells Fargo Bank, National Association, a national banking association incorporated and
existing under the laws of the United States of America, as trustee (the “Trustee”).



     WHEREAS, the Company and the Trustee heretofore executed and delivered an Indenture dated as
of October 10, 2008 (the “Indenture”); and



     WHEREAS, pursuant to the Indenture, the Company has issued from time to time the Company’s
special limited obligations referred to as Member Payment Dependent Notes (the
“Securities”); and



     WHEREAS, Section 8.1 of the Indenture provides that, without the consent of any Holders of
Securities, the Company and the Trustee, at any time and from time to time, may enter into one or
more indentures supplemental to the Indenture in form satisfactory to the Trustee, to the extent
set forth therein; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make this Supplemental Indenture valid and binding have been complied with or have
been done or performed;



     NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the
Indenture which, absent this Supplemental Indenture, might operate to limit such action, the
Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the
Securities or each series thereof:



ARTICLE I




DEFINITIONS




     Section 1.1 GENERAL. For all purposes of the Indenture and this Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires:




	 	A.	 	the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to the Indenture and this Supplemental Indenture as a
whole and not to any particular Article, Section or subdivision; and
	 
	 	B.	 	capitalized terms used but not defined herein shall have the
meanings assigned to them in the Indenture.




 









 











ARTICLE II




AMENDMENT




     2.1 AMENDMENT TO SECTION 6.6 OF THE INDENTURE. Section 6.6 of the Indenture is hereby amended
and restated in its entirety as follows:




     Section 6.6 REPORTS BY TRUSTEE TO HOLDERS. If required by Section 313(a) of the TIA,
within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail or transmit electronically to each Holder of Securities a
brief report dated as of such May 15 that complies with TIA Section 313(a). If the Trustee
is required to prepare such report pursuant to Section 313(a) of the TIA and if it chooses
to transmit such report electronically, the Trustee appoints the Company, and the Company
agrees, to act as the Trustee’s agent to transmit such report electronically to each Holder
of Securities and to transmit such report to the SEC as provided in the immediately
following paragraph. Promptly following such transmissions, the Company shall certify, in
writing, to the Trustee that it has effected each of such transmissions to Holders and to
the SEC. The Trustee also shall comply with TIA Section 313(b) and (c).




     A copy of each report at the time of its mailing or transmission to Holders of
Securities shall be filed with the SEC.



ARTICLE III




MISCELLANEOUS




     3.1 EFFECTIVENESS. This Supplemental Indenture shall become effective upon its execution and
delivery by the Company and the Trustee. Upon the execution and delivery of this Supplemental
Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture
shall be bound hereby.



     3.2 INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented hereby, all provisions
in the Indenture shall remain in full force and effect. For the avoidance of doubt, the parties
confirm that the amendments evidenced by this Supplemental Indenture are not intended by the
parties to (i) discharge, rescind, cancel or extinguish all or any part of the indebtedness
represented by the Securities, or (ii) effect a novation, reissuance or disposition of the
indebtedness represented by the Securities or to create new indebtedness in respect of the
indebtedness represented by the Securities.



     3.3 INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental Indenture is
an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall
henceforth be read and construed together. From and after the effectiveness of this Supplemental
Indenture, all references to the Indenture in the Indenture and the Securities shall refer to the
Indenture as supplemented hereby.



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     3.4 CONFIRMATION AND PRESERVATION OF INDENTURE. The Indenture as supplemented by this
Supplemental Indenture is in all respects confirmed and preserved.



     3.5 CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Supplemental Indenture
limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”), that is required under the Trust Indenture Act to be part of and
govern any provision of this Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Supplemental Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act
shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be.



     3.6 SEVERABILITY. In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



     3.7 HEADINGS. The Article and Section headings of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental
Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



     3.8 BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this Supplemental Indenture or the
Securities, express or implied, shall give to any person, other than the parties hereto and thereto
and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any
legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the
Securities.



     3.9 SUCCESSORS. All agreements of the Company in this Supplemental Indenture shall bind its
successors. All agreements of the Trustee in this Supplemental Indenture shall bind its
successors.



     3.10 TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals contained herein shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee shall not be liable or responsible for the validity or sufficiency of this Supplemental
Indenture or the due authorization of this Supplemental Indenture by the Company.



     3.11 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In entering into this Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct of, affecting the liability of or affording protection to the Trustee,
whether or not elsewhere herein so provided.



     3.12 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT WOULD
REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.



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     3.13 COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     3.14 FURTHER ASSURANCES. The Company will, upon request by the Trustee, execute and deliver
such further instruments and do such further acts as may reasonably be necessary or proper to carry
out more effectively the purposes of this Supplemental Indenture.



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     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental
Indenture on behalf of the respective parties hereto as of the date first above written.



	 	 	 	 	 
	 	LENDINGCLUB CORPORATION

 	 
	 	By:  	/s/ John G. Donovan
 	 
	 	 	Name:  	John G. Donovan 	 
	 	 	Title:  	Chief Operations Officer 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

   as Trustee

 	 
	 	By:  	/s/ Raymond Delli Colli
 	 
	 	 	Name:  	Raymond Delli Colli 	 
	 	 	Title:  	Vice President 	 



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