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Credit And Guarantee Agreement

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Sectors: Services, Financial+Services
Governing Law: United States
Effective Date: January 02, 2007
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Exhibit 10.29 CREDIT AND GUARANTEE AGREEMENTdated as ofJanuary 2, 2007amongBLOCK FINANCIAL CORPORATION,
as Borrower,H&R BLOCK, INC.,
as Guarantor,andHSBC FINANCE CORPORATION,
as Lender$3,000,000,000 REVOLVING CREDIT FACILITY NOTE: CERTAIN MATERIAL HAS BEEN OMMITTED FROM THIS AGREEMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2. THE LOCATIONS OF THESE OMISSIONS ARE INDICATED THROUGHOUT THE AGREEMENT BY THE FOLLOWING MARKINGS: [***].


TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1. Defined Terms 1 SECTION 1.2. Terms Generally 14 SECTION 1.3. Accounting Terms; GAAP 14 ARTICLE II THE CREDITS 15 SECTION 2.1. Commitment 15 SECTION 2.2. Loans 15 SECTION 2.3. Funding of Loans 15 SECTION 2.4. Termination and Reduction of Commitment 15 SECTION 2.5. Repayment of Loans; Evidence of Debt 16 SECTION 2.6. Prepayment of Loans 16 SECTION 2.7. Interest 17 SECTION 2.8. Alternate Rate of Interest 18 SECTION 2.9. Increased Costs 18 SECTION 2.10. Taxes 19 SECTION 2.11. Payments Generally 20 SECTION 2.12. Mitigation Obligations 20 ARTICLE III REPRESENTATIONS AND WARRANTIES 20 SECTION 3.1. Organization; Powers 20 SECTION 3.2. Authorization; Enforceability 21 SECTION 3.3. Governmental Approvals; No Conflicts 21 SECTION 3.4. Financial Condition; No Material Adverse Change 21 SECTION 3.5. Properties 22 SECTION 3.6. Litigation and Environmental Matters 22 SECTION 3.7. Compliance with Laws and Agreements 22 SECTION 3.8. Investment Company Status 22 SECTION 3.9. Taxes 22 SECTION 3.10. ERISA 23 SECTION 3.11. Disclosure 23 SECTION 3.12. Federal Regulations 23 SECTION 3.13. Subsidiaries 23 SECTION 3.14. Insurance 23 ARTICLE IV CONDITIONS 24 SECTION 4.1. Effective Date 24 SECTION 4.2. Closing Date 24

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Page SECTION 4.3. Each Loan 25 ARTICLE V AFFIRMATIVE COVENANTS 25 SECTION 5.1. Financial Statements and Other Information 25 SECTION 5.2. Notices of Material Events 27 SECTION 5.3. Existence; Conduct of Business 27 SECTION 5.4. Payment of Taxes 27 SECTION 5.5. Maintenance of Properties; Insurance 27 SECTION 5.6. Books and Records; Inspection Rights 27 SECTION 5.7. Compliance with Laws 28 SECTION 5.8. Use of Proceeds 28 ARTICLE VI NEGATIVE COVENANTS 28 SECTION 6.1. Adjusted Net Worth 28 SECTION 6.2. Indebtedness 28 SECTION 6.3. Liens 31 SECTION 6.4. Fundamental Changes; Sale of Assets 32 SECTION 6.5. Transactions with Affiliates 33 SECTION 6.6. Restrictive Agreements 33 ARTICLE VII GUARANTEE 34 SECTION 7.1. Guarantee 34 SECTION 7.2. Delay of Subrogation 35 SECTION 7.3. Amendments, etc. with respect to the Obligations; Waiver of Rights 35 SECTION 7.4. Guarantee Absolute and Unconditional 35 SECTION 7.5. Reinstatement 36 SECTION 7.6. Payments 36 ARTICLE VIII EVENTS OF DEFAULT 37 ARTICLE IX 39 [RESERVED] 39 ARTICLE X MISCELLANEOUS 39 SECTION 10.1. Notices 39 SECTION 10.2. Waivers; Amendments 40 SECTION 10.3. Expenses; Indemnity; Damage Waiver 40 SECTION 10.4. Successors and Assigns 41 SECTION 10.5. Survival 42 SECTION 10.6. Counterparts; Integration; Effectiveness 42

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Page SECTION 10.7. Severability 43 SECTION 10.8. Right of Setoff 43 SECTION 10.9. Governing Law; Jurisdiction; Consent to Service of Process 43 SECTION 10.10. WAIVER OF JURY TRIAL 44 SECTION 10.11. Headings 44 SECTION 10.12. Confidentiality 44 SECTION 10.13. Interest Rate Limitation 45 SECTION 10.14. USA Patriot Act 45 SECTION 10.15. Alternative Dispute Resolution 45 SCHEDULES: Schedule 3.4(a) Guarantee ObligationsSchedule 3.6 Disclosed MattersSchedule 3.13 SubsidiariesSchedule 6.2 Existing IndebtednessSchedule 6.3 Existing LiensSchedule 6.4(b) Additional BusinessesSchedule 6.6 Existing Restrictions EXHIBITS: Exhibit A Form of Security AgreementExhibit B Form of Control AgreementExhibit C Form of HSBC TFS LetterExhibit D Form of Opinion of Stinson Morrison Hecker LLP

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CREDIT AND GUARANTEE AGREEMENT CREDIT AND GUARANTEE AGREEMENT, dated as of January 2, 2007, among BLOCK FINANCIAL CORPORATION, a Delaware corporation, as Borrower, H&R BLOCK, INC., a Missouri corporation, as Guarantor, and HSBC FINANCE CORPORATION, a Delaware corporation, as Lender. WHEREAS, the Borrower has requested that the Lender provide a short-term revolving credit facility in an amount of $3,000,000,000; WHEREAS, the Guarantor has agreed to guarantee all of the Borrower' s obligations hereunder; and WHEREAS, the Lender is willing to provide a short-term revolving credit facility to the Borrower on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the agreements herein and in reliance upon the representations and warranties set forth herein, the parties agree as follows:ARTICLE I DEFINITIONS SECTION 1.1. Defined Terms . Capitalized terms used in this Agreement that are not defined below or otherwise herein shall have the meanings set forth in the Appendix of Defined Terms and Rules of Construction attached as Appendix A to the Retail Settlement Products Distribution Agreement. As used in this Agreement, the following terms have the meanings specified below: " Adjusted Net Worth" means, at any time, Consolidated Net Worth of the Guarantor without giving effect to reductions in stockholders' equity as a result of repurchases by the Guarantor of its own Capital Stock subsequent to April 30, 2005 in an aggregate amount not exceeding $350,000,000. " Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For the avoidance of doubt, neither the Guarantor nor any of its Subsidiaries shall be deemed to Control any of its franchisees by virtue of provisions in the relevant franchise agreement regulating the business and operations of such franchisee. " Agreement" means this Credit and Guarantee Agreement. " Availability Period" means the period from and including January 2, 2007 (or, if later, the Closing Date) to but excluding the earlier of the Revolving Termination Date and the date of termination of the Commitments.


2 " Average Weekly LIBOR" means [***] . " Bank Revolvers" means, collectively, (i) the Five-Year Credit and Guarantee Agreement dated as of August 10, 2005 among the Borrower, the Guarantor, various financial institutions and JPMorgan Chase Bank N.A., as Administrative Agent, and any restatement, extension, renewal and replacement thereof (regardless of whether the amount available thereunder is changed or the term thereof is modified) and (ii) the Amended and Restated Five-Year Credit and Guarantee Agreement, dated as of August 10, 2005, among the Borrower, the Guarantor, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent, and any restatement, extension, renewal and replacement thereof (regardless of whether the amount available thereunder is changed or the term thereof is modified). " Board" means the Board of Governors of the Federal Reserve System of the United States of America. " Borrower" means Block Financial Corporation, a Delaware corporation and a wholly-owned indirect Subsidiary of the Guarantor. " Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term " Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. " Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. " Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. " Cash Equivalents" means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by (i) any " Lender" as defined in a Bank Revolver, (ii) any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000 or (iii) any other bank if, and to the extent, covered by FDIC insurance; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody' s, or carrying an equivalent rating


3 by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any " Lender" as defined in a Bank Revolver or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody' s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any " Lender" as defined in a Bank Revolver or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody' s and (iii) have portfolio assets of at least $1,000,000,000; (i) interests in privately offered investment funds under Section 3(c)(7) of the U.S. Investment Company Act of 1940 where such interests are (i) freely transferable and (ii) rated AAA by S&P or Aaa by Moody' s; and (j) one month LIBOR floating rate asset backed securities that are (i) freely transferable and (ii) rated AAA by S&P or Aaa by Moody' s. " Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of shares representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Guarantor; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Guarantor by Persons who were neither (i) nominated by the board of directors of the Guarantor nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Guarantor by any Person or group; or (d) the failure of the Guarantor to own, directly or indirectly, shares representing 100% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Borrower. " Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender (or, for purposes of Section 2.9(b), by any lending office of the Lender or by the Lender' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. " Charges" has the meaning assigned to such term in Section 10.13.


4 " Closing Date" means the date on which the conditions specified in Section 4.2 are satisfied (or waived in accordance with Section 10.2). " Code" means the Internal Revenue Code of 1986, as amended from time to time. " Commitment" means the commitment of the Lender to make Loans, subject to the terms and conditions of this Agreement, in an amount not to exceed (i) $3,000,000,000 from January 2, 2007 through and including March 30, 2007 and (ii) thereafter, $120,000,000, as such commitment may be reduced from time to time pursuant to Section 2.4. " Consolidated Net Worth" means, at any time, the total amount of stockholders' equity of the Guarantor and its consolidated Subsidiaries at such time determined on a consolidated basis in accordance with GAAP. " Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound. " Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. " Controlling" and " Controlled" have meanings correlative thereto. " Control Agreement" means the Investment Account Control Agreement between the Borrower, the Lender and the Securities Intermediary referred to therein in substantially the form of Exhibit B hereto. " Credit Parties" means the collective reference to the Borrower and the Guarantor. " Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. " Disclosed Matters" means (a) matters disclosed in the Borrower' s public filings with the Securities and Exchange Commission prior to December 12, 2006 and (b) the actions, suits, proceedings and environmental matters disclosed in Schedule 3.6. " dollars" or " $" refers to lawful money of the United States of America. " Effective Date" means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 10.2). " Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the


5 environment, preservation or reclamation of natural resources, to the management, release or threatened release of any Hazardous Material or to health and safety matters. " Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. " ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. " ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with any Credit Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. " ERISA Event" means (a) any " reportable event" , as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an " accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Credit Party or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party or any of their ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Credit Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. " Eurodollar" , when used in reference to any Loan, means that such Loan is bearing interest at a rate determined by reference to the LIBO Rate. " Events of Default" has the meaning assigned to such term in Article VIII. " Excluded Taxes" means, with respect to the Lender or any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise


6 taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which the Lender is organized or in which its principal office is located or in which its applicable lending office is located and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located. " Federal Funds Effective Rate" means for each day, the rate per annum which is the average of the rates on the offered side of the Federal funds market quoted by three interbank Federal funds brokers, selected by the Lender, at approximately 2:00 p.m., New York City time, on such day for dollar deposits in immediately available funds, in an amount comparable to the outstanding principal amount of the Loans, as determined by the Lender and rounded upwards, if necessary, to the nearest 1/100 of 1%. " Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower or the Guarantor, as the context may require. " GAAP" means generally accepted accounting principles in the United States of America. " Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. " Guarantee" of or by any Person (the " guarantor" ) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the " primary obligor" ) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. " Guarantee Obligation" means, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the " primary obligations" ) of any other Person (the " primary obligor" ) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or


7 equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal as of any date of determination to the stated determinable amount of the primary obligation in respect of which such Guarantee Obligation is made (unless such Guarantee Obligation shall be expressly limited to a lesser amount, in which case such lesser amount shall apply) or, if not stated or determinable, the amount as of any date of determination of the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. " Guarantor" means H&R Block, Inc., a Missouri corporation. " Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. " Hedging Agreement" means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. " HSBC RAL" means " HSBC RAL" as such term is defined in the Appendix of Defined Terms and Rules of Construction attached as Appendix A to Retail Settlement Products Distribution Agreement. " HSBC TFS" means HSBC Taxpayer Financial Services, Inc., a Delaware corporation. " HSBC TFS Letter" means a letter agreement between the Borrower, HSBC TFS and the Lender in substantially the form of Exhibit C hereto. " Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable and accrued expenses incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on


8 property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances and (k) for purposes of Section 6.2 only, all preferred stock issued by a Subsidiary of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person' s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Indebtedness of a Person shall not include obligations with respect to funds held by such Person in custody for, or for the benefit of, third parties which are to be paid at the direction of such third parties (and are not used for any other purpose). " Indemnified Taxes" means Taxes other than Excluded Taxes. " Indemnitee" has the meaning assigned to such term in Section 10.3(b). " Indirect RAL Participation Transaction" means any transaction by the Guarantor or any Subsidiary involving (a) an investment in a partnership, limited partnership, limited liability company, limited liability partnership, business trust or other pass-through entity which is partially owned by the Guarantor or any Subsidiary, (b) the purchase by such pass-through entity of refund anticipation loans or participation interests in refund anticipation loans (and/or related rights and interests), and (c) the distribution of cash flow received by such pass-through entity with respect to such refund anticipation loans or participation interests therein to the owners of such pass-through entity. " Information" has the meaning assigned to such term in Section 10.12. " LIBO Rate" means [***] . " Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities; provided that clause (c) above shall be deemed not to include stock options granted by any Person to its directors, officers or employees with respect to the Capital Stock of such Person. " Loan Documents" means this Agreement, the Security Agreement, the Control Agreement, the HSBC TFS Letter and the Notes, if any. " Loans" means the loans made by the Lender to the Borrower pursuant to this Agreement.


9 " Margin" means [***] % per annum. " Margin Stock" means any " margin stock" as defined in Regulation U of the Board. " Material Adverse Effect" means a material adverse effect on (a) the business, assets, property or condition (financial or otherwise) of the Guarantor and the Subsidiaries taken as a whole, (b) the ability of any Credit Party to perform any of its obligations under this Agreement or (c) the rights of or benefits available to the Lenders under this Agreement. " Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of the Credit Parties and any Subsidiaries in an aggregate principal amount exceeding $40,000,000. For purposes of determining Material Indebtedness, the " principal amount" of the obligations of any Credit Party or any Subsidiary in respect of any Hedging Agreement at any time shall be the aggregate amount (giving effect to any netting a
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