exv10w6



 





Exhibit 10.6




Execution Copy




 

 








AMENDED AND RESTATED BRIDGE CREDIT AND GUARANTEE AGREEMENT (HSBC)




dated as of




December 20, 2007




among




BLOCK FINANCIAL CORPORATION,

as Borrower,




H&R BLOCK, INC.,

as Guarantor,




The Lenders Party Hereto




and




HSBC BANK USA, NATIONAL ASSOCIATION,

as Administrative Agent




$250,000,000 BRIDGE FACILITY




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 1.1.
	 	Defined Terms	 	 	1	 
	SECTION 1.2.
	 	Terms Generally	 	 	11	 
	SECTION 1.3.
	 	[RESERVED]	 	 	12	 
	SECTION 1.4.
	 	Accounting Terms; GAAP	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE II THE CREDITS	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 2.1.
	 	Loans	 	 	12	 
	SECTION 2.2.
	 	[RESERVED]	 	 	12	 
	SECTION 2.3.
	 	[RESERVED]	 	 	12	 
	SECTION 2.4.
	 	[RESERVED]	 	 	12	 
	SECTION 2.5.
	 	[RESERVED]	 	 	12	 
	SECTION 2.6.
	 	Interest Elections	 	 	12	 
	SECTION 2.7.
	 	[RESERVED]	 	 	13	 
	SECTION 2.8.
	 	Repayment of Loans; Evidence of Debt	 	 	13	 
	SECTION 2.9.
	 	Prepayment of Loans	 	 	14	 
	SECTION 2.10.
	 	Fees	 	 	14	 
	SECTION 2.11.
	 	Interest	 	 	15	 
	SECTION 2.12.
	 	Alternate Rate of Interest	 	 	15	 
	SECTION 2.13.
	 	Increased Costs	 	 	15	 
	SECTION 2.14.
	 	Break Funding Payments	 	 	16	 
	SECTION 2.15.
	 	Taxes	 	 	17	 
	SECTION 2.16.
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	 	17	 
	SECTION 2.17.
	 	Mitigation Obligations; Replacement of Lenders	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	19	 
	 
	 	 	 	 	 	 
	SECTION 3.1.
	 	Organization; Powers	 	 	19	 
	SECTION 3.2.
	 	Authorization; Enforceability	 	 	19	 
	SECTION 3.3.
	 	Governmental Approvals; No Conflicts	 	 	20	 
	SECTION 3.4.
	 	Financial Condition; No Material Adverse Change	 	 	20	 
	SECTION 3.5.
	 	Properties	 	 	20	 
	SECTION 3.6.
	 	Litigation and Environmental Matters	 	 	21	 
	SECTION 3.7.
	 	Compliance with Laws and Agreements	 	 	21	 
	SECTION 3.8.
	 	Investment Company Status	 	 	21	 
	SECTION 3.9.
	 	Taxes	 	 	21	 
	SECTION 3.10.
	 	ERISA	 	 	21	 






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 3.11.
	 	Disclosure	 	 	21	 
	SECTION 3.12.
	 	Federal Regulations	 	 	22	 
	SECTION 3.13.
	 	Subsidiaries	 	 	22	 
	SECTION 3.14.
	 	Insurance	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE IV CONDITIONS	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VI [RESERVED]	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE VII GUARANTEE	 	 	23	 
	 
	 	 	 	 	 	 
	SECTION 7.1.
	 	Guarantee	 	 	23	 
	SECTION 7.2.
	 	Delay of Subrogation	 	 	23	 
	SECTION 7.3.
	 	Amendments, etc. with respect to the Obligations; Waiver of Rights	 	 	24	 
	SECTION 7.4.
	 	Guarantee Absolute and Unconditional	 	 	24	 
	SECTION 7.5.
	 	Reinstatement	 	 	25	 
	SECTION 7.6.
	 	Payments	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 10.1.
	 	Notices	 	 	29	 
	SECTION 10.2.
	 	Waivers; Amendments	 	 	29	 
	SECTION 10.3.
	 	Expenses; Indemnity; Damage Waiver	 	 	30	 
	SECTION 10.4.
	 	Successors and Assigns	 	 	31	 
	SECTION 10.5.
	 	Survival	 	 	33	 
	SECTION 10.6.
	 	Counterparts; Integration; Effectiveness	 	 	33	 
	SECTION 10.7.
	 	Severability	 	 	34	 
	SECTION 10.8.
	 	Right of Setoff	 	 	34	 
	SECTION 10.9.
	 	Governing Law; Jurisdiction; Consent to Service of Process	 	 	34	 
	SECTION 10.10.
	 	WAIVER OF JURY TRIAL	 	 	35	 
	SECTION 10.11.
	 	Headings	 	 	35	 
	SECTION 10.12.
	 	Confidentiality	 	 	35	 
	SECTION 10.13.
	 	Interest Rate Limitation	 	 	35	 
	SECTION 10.14.
	 	USA Patriot Act	 	 	36	 
	SECTION 10.15.
	 	Amendment and Intercreditor Agreement	 	 	36	 
	SECTION 10.16.
	 	Effectiveness of this Agreement; No Novation	 	 	36	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SCHEDULES:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule 2.1
	 	Commitments	 	 	 	 
	Schedule 3.4(a)
	 	Guarantee Obligations	 	 	 	 






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Schedule 3.6
	 	Disclosed Matters	 	 	 	 
	Schedule 3.13
	 	Subsidiaries	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBITS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A
	 	Form of Assignment and Acceptance	 	 	 	 







-iii-











 





          AMENDED AND RESTATED BRIDGE CREDIT AND GUARANTEE AGREEMENT (HSBC), dated as of December 20,
2007, among BLOCK FINANCIAL CORPORATION, a Delaware corporation, as Borrower, H&R BLOCK, INC., a
Missouri corporation, as Guarantor, the LENDERS party hereto, and HSBC BANK USA, NATIONAL
ASSOCIATION, a national association, as Administrative Agent.




          WHEREAS, the Borrower, the Guarantor, the lenders party thereto from time to time, HSBC Bank
USA, National Association, as administrative agent, and the other parties thereto entered into that
certain Bridge Credit and Guarantee Agreement, dated as of April 16, 2007 (the “Existing
Bridge Credit Agreement”), to provide a bridge facility in an amount of $500,000,000 to the
Borrower; and




          WHEREAS, in connection with the execution of that certain Amendment and Intercreditor
Agreement, dated as of the date hereof (the “Amendment Agreement”), among the Borrower,
the Guarantor, HSBC Bank USA, National Association and BNP Paribas, the parties hereto hereby amend
and restate HSBC Bank USA, National Association’s rights and interests under the Existing Bridge
Credit Agreement as 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. As used in this Agreement, the following terms have the
meanings specified below:





     “Administrative Agent” means HSBC Bank USA, National Association, a
national association, in its capacity as administrative agent for the Lenders
hereunder.




     “Administrative Questionnaire” means an Administrative Questionnaire in
a form supplied by the Administrative Agent.




     “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 Amended and Restated Bridge Credit and Guarantee
Agreement (HSBC).




     “Amendment Agreement” has the meaning assigned to such term in the recitals
to this Agreement.




     “Amendment and Restatement Effective Date” has the meaning assigned to such
term in the Amendment Agreement.




     “Applicable Percentage” means, with respect to any Lender, the percentage
of the total Loans represented by such Lender’s Loan.









 



2



     “Applicable Rate” means, for any day, the rate per annum based on the Ratings in
effect on such day, as set forth in the table below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Applicable Rate	 	 
	 	 	 	 	 	 	 	 	(from the	 	 
	 	 	 	 	Applicable Rate	 	Amendment and	 	Applicable Rate
	 	 	 	 	(prior to the	 	Restatement	 	(from February
	 	 	 	 	Amendment and	 	Effective Date	 	15, 2008 through
	 	 	 	 	Restatement	 	through February	 	the Maturity
	Category	 	Ratings	 	Effective Date)	 	14, 2008)	 	Date)
	I

	 	Higher than:
BBB+ by S&P
or Baal by
Moody’s
	 	 	0.350	%	 	 	1.00	%	 	 	1.50	%
	II

	 	BBB+by S&P
or Baal by
Moody’s
	 	 	0.450	%	 	 	1.50	%	 	 	2.00	%
	III

	 	BBB by S&P
or Baa2 by Moody’s
	 	 	0.600	%	 	 	2.00	%	 	 	2.50	%
	IV

	 	Lower than:
BBB by S&P
or Baa2 by
Moody’s
	 	 	0.750	%	 	 	2.50	%	 	 	3.00	%







; provided that (a) if on any day the Ratings of S&P and Moody’s do not fall in the
same category, then the higher of such Ratings shall be applicable for such day, unless one of
the two ratings is two or more Ratings levels lower than the other, in which case the
applicable rate shall be determined by reference to the Ratings level next below that of the
higher of the two ratings, (b) if on any day the Rating of only S&P or Moody’s is available,
then such Rating shall be applicable for such day and (c) if on any day a Rating is not
available from both S&P and Moody’s, then the Ratings in category IV above shall be applicable
for such day. Any change in the Applicable Rate resulting from a change in Rating by either S&P
or Moody’s shall become effective on the date such change is publicly announced by such rating
agency.




     “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
10.4), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any
other form approved by the Administrative Agent.




     “BNPP Borrowing” means the “Borrowing” as defined in the BNPP Bridge
Credit Agreement.




     “BNPP Bridge Credit Agreement” means that certain Amended and Restated Bridge
Credit and Guarantee Agreement (BNPP), dated as of the date hereof and annexed to the Amendment
Agreement as Annex I thereto, among the Borrower, the Guarantor, the lenders party









 



3



thereto and BNP Paribas, as administrative agent (as amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms of the Amendment
Agreement).




     “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.




     “Borrowing” means the Loans made on the Closing Date.




     “Borrowing Request” means the request by the Borrower for the Borrowing made
in accordance with Section 2.3 of the Existing Bridge Credit Agreement.




     “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 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.




     “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
Closing Date, (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such 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 Closing Date.




     “Charges” has the meaning assigned to such term in Section 10.13.









 



4



     “Closing Date” means April 16, 2007.




     “Code” means the Internal Revenue Code of 1986, as amended from time to
time.




     “Commitment” means, with respect to each Lender, the commitment of such Lender to
make a Loan hereunder to the Borrower on the Closing Date. The initial amount of each Lender’s
Commitment is set forth on Schedule 2.1 under the heading “Commitment”.




     “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.




     “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 19, 2007 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.




     “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 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









 



5



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.




     “Events of Default” has the meaning assigned to such term in Article VIII.




     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, (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 and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement or is attributable to such Foreign
Lender’s failure or inability to comply with Section 2.15(e), except to the extent that such
Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a).




     “Existing Bridge Credit Agreement” has the meaning assigned to such term in the
recitals to this Agreement.




     “Existing Revolving Credit Agreement” means the Five-Year Credit and Guarantee
Agreement, dated as of August 10, 2005, among the Borrower, the Guarantor, the lenders parties
thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by that certain First
Amendment thereto, dated November 28, 2006, and that certain Second Amendment thereto, dated
November 19, 2007.




     “Federal Funds Effective Rate” means, with respect to any amount, 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 Administrative Agent, 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 such amount, as determined by the Administrative Agent 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.




     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United









 



6



States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




     “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 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,
















 





  7



infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




     “Headquarters” means the Guarantor’s headquarters located at One H&R Block Way, Kansas
City, Missouri 64105.



     “Headquarters Mortgage Debt” means real estate mortgage Indebtedness permitted under
Section 6.2(p) of the Existing Revolving Credit Agreement and secured by the Headquarters.



     “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” means HSBC Bank USA, National Association, in its individual capacity as a
“Lender” under the Existing Bridge Credit Agreement.



     “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 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 and (j) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances. 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).



     “Information” has the meaning assigned to such term in Section 10.12.



     “Interest Election Request” means a request by the Borrower to continue the Borrowing
in accordance with Section 2.6.



     “Interest Payment Date” means, with respect to any Loan, the last day of each Interest
Period applicable thereto and, in the case of an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period.









 



8


     “Interest Period” means, with respect to the Borrowing, the period commencing on the
date of the Borrowing and ending on the numerically corresponding day in the calendar month that is
one or two weeks or one or two months thereafter, as the Borrower may elect; provided that
(a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day, (b) any one or two month Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period and (c) no Interest Period may end beyond the Maturity Date. For
purposes hereof, the date of the Borrowing initially shall be the date on which the Borrowing is
made and thereafter shall be the effective date of the most recent continuation of the Borrowing.



     “Lenders” means the Person listed on Schedule 2.1 and any other Person that shall have
become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Acceptance.



     “LIBOR Rate” means, with respect to any Interest Period, the rate appearing on Reuters
Screen LIBOR01 Page at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time for any reason,
then the “LIBOR Rate” with respect to such Interest Period shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as may be selected by
the Administrative Agent or, in the absence of such availability, by reference to the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.



     “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 Amendment Agreement and the Notes, if any.



     “Loans” means the loans made by the Lenders to the Borrower on the Closing Date.



     “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









 



9

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 agreements) that the Credit Party or such Subsidiary would be required to pay
if such Hedging Agreement were terminated at such time.




     “Material Subsidiary” means any Subsidiary of any Credit Party, other than OOMC, the
aggregate assets or revenues of which, as of the last day of the most recently ended fiscal quarter
for which the Borrower has delivered financial statements, when aggregated with the assets or
revenues of all other Subsidiaries with respect to which the actions contemplated by Section 6.4 of
the Existing Revolving Credit Agreement are taken, are greater than 5% of the total assets or total
revenues, as applicable, of the Guarantor and its consolidated Subsidiaries, in each case as
determined in accordance with GAAP.



     “Maturity Date” means April 30, 2008.



     “Maximum Rate” has the meaning assigned to such term in Section 10.13.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “Net Cash Proceeds” means, in connection with any issuance of Indebtedness, the cash
proceeds received from such issuance, net of attorneys’ fees, investment banking fees, accountants’
fees, underwriting discounts and commissions and other customary fees and expenses actually
incurred in connection therewith.



     “Net Equity Proceeds” means, in connection with the sale or issuance by the Guarantor
or any of its Subsidiaries of any equity interests or warrants, options or rights to acquire equity
interests, or the exercise of any such warrants, options or rights, the gross cash proceeds
received from such sale or issuance, net of the sum of all customary underwriting commissions and
fees, and legal, investment banking, brokerage and accounting and other professional fees, sales
commissions, disbursements and out-of-pocket expenses actually incurred in connection with such
sale or issuance; provided, however, that “Net Equity Proceeds” shall not include
any gross cash proceeds received from the exercise of options by any director, officer, manager or
employee of the Guarantor or any of its Subsidiaries or from the issuance of any equity interests
to the Guarantor or any of its wholly-owned Subsidiaries (provided that, in each case, the equity
interests issued to any such Person are for such Person’s own account and not with a view to, or
intention of, distribution thereof).



     “Notes” means the collective reference to any promissory note evidencing Loans.



     “Obligations” means, collectively, the unpaid principal of and interest on the Loans
and all other obligations and liabilities of the Borrower (including interest accruing at the then
applicable rate provided herein after the maturity of the Loans and interest accruing at the then
applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding) to the
Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out of, or in




 











 





  10





connection with, this Agreement or any other document made, delivered or given in connection
herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including all fees and disbursements of counsel to the Administrative
Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any
of the foregoing agreements).




     “OOMC” means Option One Mortgage Corporation, a California corporation.




     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.




     “Participant” has the meaning assigned to such term in Section 10.4(e).




     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in
ERISA and any successor entity performing similar functions.




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which any Credit Party or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.




     “Rating” means the rating of S&P or Moody’s, as the case may be, applicable to the
long-term senior unsecured non-credit enhanced debt of the Borrower, as announced by S&P or
Moody’s, as the case may be, from time to time.




     “Register” has the meaning assigned to such term in Section 10.4(c).




     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




     “Required Lenders” means, at any time, Lenders holding more than 50% of the aggregate
unpaid principal amount of the Loans then outstanding.




     “S&P” means Standard & Poor’s Ratings Services.




     “Specified Indebtedness” means Indebtedness incurred pursuant to an issuance of debt
securities or under clause (d), (e), (u) or (v) of Section 6.2 of the Existing Revolving Credit
Agreement, other than (i) prior to the time when no more than $100,000,000 of the principal amount
of the Loan remains outstanding, unsecured Indebtedness in the form of term loans under bank credit
facilities in an aggregate principal amount not to exceed $250,000,000 and (ii) thereafter,
Indebtedness in the form of bank lines of credit or similar facilities in an aggregate amount not
to exceed $500,000,000, of which up to $250,000,000 (inclusive of the aggregate amount of
Indebtedness incurred under Section 6.2(p) of the Existing Revolving Credit Agreement) may be
secured by assets other than those related to Tax Services; provided that, any









 



11



Indebtedness under the immediately preceding clauses (i) or (ii) (A) shall not include
covenants that are more restrictive than the covenants set forth in this Agreement or
representations and warranties, prepayment provisions, defaults, events of default or
remedies that are more favorable to the lenders thereunder than those set forth in this
Agreement (except, in the case of any such permitted secured Indebtedness, any of the
foregoing that is customarily related to the security therefor) and (B) shall not have a
final maturity date that is prior to, and shall not require any scheduled amortization of
principal prior to, the Maturity Date (other than (x) scheduled amortization and a final
maturity date, in each case not prior to February 1, 2008 for receivables financings in an
aggregate amount not to exceed $110,000,000 and (y) scheduled amortization for the
Headquarters Mortgage Debt not more burdensome to the issuer than the amortization
requirements customary for a 10-year commercial mortgage with a balloon payment at the end
of the fifth year); provided further that, Indebtedness in respect of the
Headquarters Mortgage Debt incurred pursuant to an issuance of debt securities shall not
constitute “Specified Indebtedness” hereunder.




     “Subsidiary” means, with respect to any Person (the “parent”) at any
date, any corporation, limited liability company, partnership, association or other entity
the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more Subsidiaries of the parent or by the parent and one
or more Subsidiaries of the parent. Notwithstanding the foregoing, no entity shall be
considered a “Subsidiary” solely as a result of the effect and application of FASB
Interpretation No. 46R (Consolidation of Variable Interest Entities). Unless the context
shall otherwise require, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Guarantor, including the
Borrower and the Subsidiaries of the Borrower.




     “Tax Services” means the businesses described in the “TAX SERVICES” segment
under the heading “DESCRIPTION OF BUSINESS” in Part I of the Guarantor’s Form 10-K for the
fiscal year ended April 30, 2007 filed with the United States Securities and Exchange
Commission.




     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




     “Transactions” means the amendment and restatement of the Existing Bridge
Credit Agreement, the execution, delivery and performance by the Credit Parties of this
Agreement and the other Loan Documents, the borrowing of Loans and the use of the proceeds
thereof and the other transactions contemplated by the Amendment Agreement.




     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.



          SECTION 1.2. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and










 



12



“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to the last paragraph in
Article V of this Agreement or any other restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.




          SECTION 1.3. [RESERVED].




          SECTION 1.4. Accounting Terms: GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the Closing Date in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.




ARTICLE II




THE CREDITS




          SECTION 2.1. Loans. All outstanding Loans made by the Lenders on the Closing Date
under the Existing Bridge Credit Agreement shall remain outstanding on the terms set forth in this
Agreement, which outstanding Loans, as of the Amendment and Restatement Effective Date, are in an
aggregate principal amount equal to $250,000,000.




          SECTION 2.2. [RESERVED].




          SECTION 2.3. [RESERVED].




          SECTION 2.4. [RESERVED].




          SECTION 2.5. [RESERVED].




          SECTION 2.6. Interest Elections. (a) The Borrowing shall have an initial Interest
Period as specified in the Borrowing Request or, if no Interest Period was specified therein, then
the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Thereafter, the Borrowing shall be continued, and the Borrower may elect Interest Periods therefor,
all as provided in this Section.










 



13




          (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative
Agent of such election by telephone by not later than 11:00 a.m., New York City time, three
Business Days before the proposed effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrower.




          (c) Each telephonic and written Interest Election Request shall specify the following
information:





     (i) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day; and




     (ii) the Interest Period to be applicable thereto after giving effect to
such
election, which shall be a period contemplated by the definition of the term
“Interest Period”.


If any such Interest Election Request does not specify an Interest Period, then the Borrower
shall be deemed to have selected an Interest Period of one week’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof.




          (e) If the Borrower fails to deliver a timely Interest Election Request prior to the end of an
Interest Period, then, unless the Borrowing is repaid as provided herein, at the end of such
Interest Period the Borrowing shall be continued with an Interest Period of one month’s duration.




          SECTION 2.7. [RESERVED].




          SECTION 2.8. Repayment of Loans: Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender
the then unpaid principal amount of the Loan made by such Lender on the Maturity Date.




          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from the Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.




          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this Agreement.











 



14




          (e) Any Lender may request that the Loan made by it be evidenced by a promissory note.
In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loan
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.4) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns). In addition, upon receipt of an affidavit of an officer
of such Lender as to the loss, theft, destruction or mutilation of the promissory note, and, in the
case of any such loss, theft, destruction or mutilation, upon cancellation of such promissory note,
the Borrower will issue, in lieu thereof, a replacement promissory note in the same principal
amount thereof and otherwise of like tenor.




          SECTION 2.9. Prepayment of Loans. (a) The Borrower shall have the right at any time
and from time to time to prepay the Borrowing in whole or in part, without premium or penalty
except as provided in Section 2.14. The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of the Borrowing to be prepaid. Promptly
following receipt of any such notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment shall be in an amount that is an integral multiple of
$10,000,000. Each prepayment under this Section 2.9(a) shall be applied ratably to the Loans then
outstanding and shall be accompanied by accrued interest to the extent required by Section 2.11.




          (b) The Borrower shall prepay the Borrowing on the date of receipt (or, if received after
12:00 noon, New York City time, on the following Business Day) by the Guarantor, the Borrower or
any of their respective Subsidiaries, directly or indirectly, of the proceeds of the issuance of
any equity by an amount (rounded down, if necessary, to an integral multiple of
$1,000,000) equal to 100% of the Net Equity Proceeds thereof (provided that up to 50% of
such Net Equity Proceeds may be used to prepay the BNPP Borrowing). Each prepayment under this
Section 2.9(b) shall be applied ratably to the Loans then outstanding and shall be accompanied by
accrued interest to the extent required by Section 2.11.




          (c) On the date of receipt (or, if received after 12:00 noon, New York City time, on the
following Business Day) by the Guarantor, the Borrower or any of their respective Subsidiaries,
directly or indirectly, of the proceeds of the incurrence of Specified Indebtedness, the Borrower
shall apply the Net Cash Proceeds thereof as follows:





First, up to an amount equal to the lesser of (i) $250,000,000 and (ii) the
aggregate principal amount of the BNPP Borrowing then outstanding may be applied to
prepay the BNPP Borrowing or may be retained by the Borrower as permitted under the
BNPP Bridge Credit Agreement;




Second, up to an amount not to exceed $50,000,000 may be retained by the Borrower;
and




Third, 75% of the remaining amount thereof shall be applied to prepay the Borrowing
(with the remaining 25% thereof being retained by the Borrower).


As applicable, each prepayment under this Section 2.9(c) shall be applied ratably to the Loans
then outstanding and shall be accompanied by accrued interest to the extent required by
Section 2.11.





 











 



15


          SECTION 2.10. Fees. (a) The Borrower agrees to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.




          (b) All fees payable hereunder shall be paid on the dates due, in immediately
available funds. Fees paid shall not be refundable under any circumstances.




          SECTION 2.11. Interest. (a) The Loans shall bear interest at a rate per annum equal
to the LIBOR Rate for the Interest Period in effect plus the Applicable Rate.




          (b) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to the Loans as
provided above.




          (c) Accrued interest on each Loan (including interest accrued prior to the date hereof under
the Existing Bridge Credit Agreement) shall be payable in arrears on each Interest Payment Date for
such Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment, and (iii) all accrued interest shall be payable upon the Maturity Date.




          (d) All interest hereunder shall be computed on the basis of a year of 360 days. The LIBOR
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error. The Administrative Agent shall as soon as practicable notify the Borrower
and the Lenders of the effective date and the amount of each change in interest rate.




          SECTION 2.12. Alternate Rate of Interest. If prior to the commencement of any
Interest Period:




          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate
for such Interest Period; or




          (b) the Administrative Agent is advised by the Required Lenders that the LIBOR Rate for such
Interest Period will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans for such Interest Period;




then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, the Borrower and the Lenders shall negotiate in good faith to determine a comparable
interest rate of the Loans and, in the absence of agreement on such a rate, the interest rate
applicable to the Loans shall be an “alternate base rate” as reasonably determined by the
Administrative Agent according to methodology as described in the Existing Revolving Credit
Agreement.




          SECTION 2.13. Increased Costs. (a) If any Change in Law shall:





     (i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender; or









 



16



     (ii) impose on any Lender or the London interbank market any other
condition affecting this Agreement or such Lender’s Loan;


and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining
the Loan made by such Lender or to increase the cost to such Lender or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise),
then the Borrower will pay to such Lender such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered.




          (b) If any Lender determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s capital or on the capital of
such Lender’s holding company, if any, as a consequence of this Agreement or the Loan made by such
Lender to a level below that which such Lender or such Lender’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender
or such Lender’s holding company for any such reduction suffered.




          (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this
Section (together with a statement of the reason for such compensation and a calculation thereof in
reasonable detail) shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.




          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s intention to claim compensation therefor; provided, further, that, if
the Change in Law giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of retroactive effect
thereof.




          SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any
principal of any Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the failure to borrow, continue or prepay any
Loan on the date specified in any notice delivered pursuant hereto, or (c) the assignment of any
Loan other than on the last day of an Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. The loss to any Lender
attributable to any such event shall be deemed to include an amount determined by such Lender to be
equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit
equal to the principal amount of the Loan made by it for the period from the date of such payment,
failure or assignment to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow or continue, the duration of the Interest Period that would have
resulted from such borrowing or continuation) if the interest rate payable on such deposit were
equal to the LIBOR Rate for such Interest Period, over (ii) the amount of interest that such Lender
would earn on such principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or an affiliate of
such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of
such period. A certificate of any Lender setting forth any amount or amounts that such Lender is
entitled to receive pursuant to this Section










 



17



shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.




          SECTION 2.15. Taxes. (a) Any and all payments by or on account of any obligation of
the Borrower or the Guarantor hereunder shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrower or the Guarantor shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative Agent or
Lender (as the case may be) receives an amount equal to the sum it would have received had no such
deductions been made (provided, however, that neither the Borrower nor the
Guarantor shall be required to increase any such amounts payable to the Administrative Agent or
Lender (as the case may be) with respect to any Indemnified or Other Taxes that are attributable to
such Lender’s failure to comply with the requirements of paragraph (e) of this Section), (ii) the
Borrower or the Guarantor shall make such deductions and (iii) the Borrower or the Guarantor shall
pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law.




          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.




          (c) The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days
after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent or such Lender, as the case may be,
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate.




          SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The
Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest or fees, or under Section 2.9, 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 noon, New
York City time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at 452 Fifth Avenue, New York, New York, except that payments pursuant to
Sections 2.13, 2.14, 2.15 and 10.3 shall be made directly to










 



18



the Persons entitled thereto. The Administrative Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.




          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest, fees and any other amounts then due
hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then
due to such parties, (ii) second, to pay principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such parties, and (iii)
third, any other amounts due and owing hereunder, ratably among the parties entitled thereto in
accordance with such amounts then due to such parties.




          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loan and accrued
interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans of other
Lenders to the extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans, provided that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in its Loan
to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of the Borrower in the amount of such participation.




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.16(c) or 2.16(d), then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for
the account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.












 



19




          SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.13, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or
2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.




          (b) If any Lender requests compensation under Section 2.13, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.15, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in Section 10.4),
all its interests, rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loan, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such
assignment will result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation cease to apply. In determining whether to make a claim, and calculating the amount of
compensation, under Sections 2.13 and 2.15, each Lender shall apply standards that are not
inconsistent with those generally applied by such Lender in similar circumstances.




ARTICLE III




REPRESENTATIONS AND WARRANTIES




          Each of the Credit Parties represents and warrants to the Lenders that:




          SECTION 3.1. Organization; Powers. Each of the Credit Parties and the Subsidiaries
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has the power and authority to carry on its business as now conducted and, except
where the failure to be so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required.




          SECTION 3.2. Authorization; Enforceability. The Transactions are within each Credit
Party’s corporate powers and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each Credit Party and
constitutes a legal, valid and binding obligation of each Credit Party, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting










 



20



creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.




          SECTION 3.3.
Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect,
(b) will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Credit Party or any Subsidiary or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture, material agreement or
other instrument (other than those to be terminated on or prior to the Closing Date) binding upon
any Credit Party or any Subsidiary or their assets, or give rise to a right thereunder to require
any payment to be made by any Credit Party or any Subsidiary, and (d) will not result in the
creation or imposition of any Lien on any asset of any Credit Party or any Subsidiary.




          SECTION 3.4. Financial Condition; No Material Adverse Change. (a) Each Credit Party
has heretofore furnished to the Lenders consolidated balance sheets and statements of income and
cash flows (and, in the case of the Guarantor, of stockholders’ equity) as of and for the fiscal
year ended April 30, 2007 (A) reported on by KPMG LLP, an independent registered public accounting
firm, in respect of the financial statements of the Guarantor, and (B) certified by its chief
financial officer, in respect of the financial statements of the Borrower. Each Credit Party has
heretofore furnished to the Lenders consolidated balance sheets and statements of income and cash
flows (and, in the case of the Guarantor, of stockholders’ equity) as of and for the six-month
period ended October 31, 2007 certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP. Except as set forth on
Schedule 3.4(a), neither the Guarantor nor any of its consolidated Subsidiaries had, at the date of
the most recent balance sheet referred to above, any material Guarantee Obligation, contingent
liability or liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including any interest rate or foreign currency swap or exchange transaction not in the
ordinary course of business, which is not reflected in the foregoing statements or in the notes
thereto. During the period from April 30, 2007 to and including the date hereof, and except as
disclosed in filings made by the Guarantor with the U.S. Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, there has been no sale, transfer or other disposition by the Guarantor or any of its
consolidated Subsidiaries of any material part of its business or property other than in the
ordinary course of business and no purchase or other acquisition of any business or property
(including any Capital Stock of any other Person), material in relation to the consolidated
financial condition of the Guarantor and its consolidated Subsidiaries at April 30, 2007.




          (b) Since October 31, 2007, there has been no material adverse change in the business,
assets, property or condition (financial or otherwise) of the Guarantor and its Subsidiaries, taken
as a whole.




          SECTION 3.5. Properties. (a) Each of the Credit Parties and the Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their intended purposes.




          (b) Each of the Credit Parties and the Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by the Credit Parties and the Subsidiaries does not infringe upon the
rights of any other










 



21



Person, except for any such infringements that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.




          SECTION 3.6. Litigation and Environmental Matters. (a) There are no actions, suits
or proceedings by or before any arbitrator or Governmental Authority pending against or, to the
knowledge of any Credit Party, threatened against or affecting any Credit Party or any Subsidiary
that (i) have not been disclosed in the Disclosed Matters and as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, would reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii)
challenge or would reasonably be expected to affect the legality, validity or enforceability of
this Agreement.




          (b) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, neither of the Credit Parties nor any Subsidiary (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or (iv) knows of any
basis for any Environmental Liability.




          SECTION 3.7. Compliance with Laws and Agreements. Each of the Credit Parties and
the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to be so, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect.




          SECTION 3.8. Investment Company Status. Neither of the Credit Parties nor any of the
Subsidiaries is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended.




          SECTION 3.9. Taxes. Each of the Credit Parties and the Subsidiaries has timely filed
or caused to be filed all Tax returns and reports required to have been filed and has paid or
caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Guarantor, the Borrower or
such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.




          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present
value of all accumulated benefit obligations under each Plan (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than $25,000,000 the fair
market value of the assets of such Plan, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $25,000,000 the fair market value of the
assets of all such underfunded Plans.




          SECTION 3.11. Disclosure. None of the reports, financial statements, certificates or
other information furnished by or on behalf of the Credit Parties to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified
or supplemented by other information so furnished) contains any material misstatement of fact or
omits to










 



22



state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to projected
financial information, the Credit Parties represent only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time.




          SECTION 3.12. Federal Regulations. No part of the proceeds of any Loans will be used
for “purchasing” or “carrying” any “margin stock” (within the respective meanings of each of the
quoted terms under Regulation U of the Board as now and from time to time hereafter in effect) in a
manner or in circumstances that would constitute or result in non-compliance by any Credit Party or
any Lender with the provisions of Regulations U, T or X of the Board. If requested by any Lender or
the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form U-l referred to in
said Regulation U.




          SECTION 3.13. Subsidiaries. As of the date hereof, the Guarantor has only the
Subsidiaries set forth on Schedule 3.13.




          SECTION 3.14. Insurance. Each Credit Party and each Subsidiary of each Credit Party
maintains (pursuant to a self-insurance program and/or with financially sound and reputable
insurers) insurance with respect to its properties and business and against at least such
liabilities, casualties and contingencies and in at least such types and amounts as is customary in
the case of companies engaged in the same or a similar business or having similar properties
similarly situated.




ARTICLE IV




CONDITIONS




     This Agreement shall become effective on the Amendment and Restatement Effective Date.



ARTICLE V




COVENANTS




     Until the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each of the Credit Parties covenants and agrees with the Lenders that it will
comply with the covenants set forth in Articles V and VI of the Existing Revolving Credit Agreement
(other than Section 5.9 of the Existing Revolving Credit Agreement) and the terms and provisions
set forth therein shall be incorporated by reference in this Agreement in their entirety as if
fully set forth herein with the same effect as if applied to this Agreement (it being understood
that the phrase “obligations of the Credit Parties hereunder” or “Obligations hereunder” as used
therein shall be a reference to the obligations of the Credit Parties under this Agreement);
provided, that (i) Section 6.5 of the Existing Revolving Credit Agreement shall not apply to any
transactions with OOMC and (ii) Indebtedness under Section 6.2(g) of the Existing Revolving Credit
Agreement shall be permitted so long as such Indebtedness is not incurred in anticipation of
financing any acquisition. All capitalized terms set forth in Articles V and VI of the Existing
Revolving Credit Agreement shall have the meanings provided in the Existing Revolving Credit
Agreement.



     If any provision of the Existing Revolving Credit Agreement or any definitions set forth or
used therein are amended or modified or the Existing Revolving Credit Agreement is terminated,
references to the Existing Revolving Credit Agreement set forth in this Agreement shall be deemed
to refer to the









 



23

Existing Revolving Credit Agreement (as in effect immediately after giving effect to Amendment No.
2 thereto) without giving effect to such amendment, modification or termination, except, in the
case of any such amendment or modification, if the Required Lenders have consented thereto (either
as parties to the Existing Revolving Credit Agreement or as Lenders hereunder).




ARTICLE VI




[RESERVED]




ARTICLE VII




GUARANTEE




          SECTION 7.1. Guarantee. (a) The Guarantor hereby unconditionally and irrevocably
guarantees to the Administrative Agent and the Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the Borrower when due
(whether at the stated maturity, by acceleration or otherwise) of the Obligations.




          (b) The Guarantor further agrees to pay any and all expenses (including all fees and
disbursements of counsel) which may be paid or incurred by the Administrative Agent or any Lender
in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with respect to, or
collecting against, the Guarantor under this Article. This Article shall remain in full force and
effect until the Obligations and the obligations of the Guarantor under the guarantee contained in
this Article shall have been satisfied by payment in full, notwithstanding that from time to time
prior thereto the Borrower may be free from any Obligations.




          (c) No payment or payments made by any Credit Party, any other guarantor or any other Person
or received or collected by the Administrative Agent or any Lender from any Credit Party or any
other Person by virtue of any action or proceeding or any set-off or appropriation or application,
at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which
shall, notwithstanding any such payment or payments, remain liable hereunder for the Obligations
until the Obligations are paid in full.




          (d) The Guarantor agrees that whenever, at any time or from time to time, it shall make any
payment to the Administrative Agent or any Lender on account of its liability hereunder, it will
notify the Administrative Agent and such Lender in writing that such payment is made under this
Article for such purpose.




          SECTION 7.2. Delay of Subrogation. Notwithstanding any payment or payments made by
the Guarantor hereunder, or any set-off or application of funds of the Guarantor by the
Administrative Agent or any Lender, the Guarantor shall not be entitled to be subrogated to any of
the rights of the Administrative Agent or any Lender against the Borrower or against any collateral
security or guarantee or right of offset held by the Administrative Agent or any Lender for the
payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower in respect of payments made by the Guarantor hereunder, until all
amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the
Obligations are paid in full. If any amount










 



24



shall be paid to the Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust
for the Administrative Agent and the Lenders, segregated from other funds of the Guarantor, and
shall, forthwith upon receipt by the Guarantor, be turned over to the Administrative Agent in the
exact form received by the Guarantor (duly indorsed by the Guarantor to the Administrative Agent,
if required) to be applied against the Obligations, whether matured or unmatured, in such order as
the Administrative Agent may determine. The provisions of this Section shall be effective
notwithstanding the termination of this Agreement and the payment in full of the Obligations.




          SECTION 7.3. Amendments, etc. with respect to the Obligations: Waiver of Rights. The
Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights
against the Guarantor, and without notice to or further assent by the Guarantor, any demand for
payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded
by the Administrative Agent or such Lender, and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and this Agreement and any other
documents executed and delivered in connection herewith may be amended, modified, supplemented or
terminated, in whole or in part, in accordance with the provisions hereof as the Administrative
Agent (or the requisite Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the Administrative Agent or
any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the Obligations or for
this Agreement or any property subject thereto. When making any demand hereunder against the
Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a
similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent
or any Lender to make any such demand or to collect any payments from the Borrower or any such
other guarantor or any release of the Borrower or such other guarantor shall not relieve the
Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender
against the Guarantor. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.




          SECTION 7.4. Guarantee Absolute and Unconditional. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or
proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of
this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this
Agreement; and all dealings between the Borrower and the Guarantor, on the one hand, and the
Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Agreement. The Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the
Borrower and the Guarantor with respect to the Obligations. This Article shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of this Agreement, any other documents executed and delivered in
connection herewith, any of the Obligations or any other collateral security therefor or guarantee
or right of offset with respect thereto at any time or from time to time held by the Administrative
Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the Guarantor against the
Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without
notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed
to constitute,










 



25



an equitable or legal discharge of the Borrower for the Obligations, or of the Guarantor under this
Article, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder
against the Guarantor, the Administrative Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the Borrower or any other
Person or against any collateral security or guarantee for the Obligations or any right of offset
with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such
other rights or remedies or to collect any payments from the Borrower or any such other Person or
to realize upon any such collateral security or guarantee or to exercise any such right of offset,
or any release of the Borrower or any such other Person or of any such collateral security,
guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall
not impair or affect the rights and remedies, whether express, implied or available as a matter of
law, of the Administrative Agent or any Lender against the Guarantor. This Article shall remain in
full force and effect and be binding in accordance with and to the extent of its terms upon the
Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative
Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until
all the Obligations and the obligations of the Guarantor under this Agreement shall have been
satisfied by payment in full, notwithstanding that from time to time during the term of this
Agreement the Borrower may be free from any Obligations.




          SECTION 7.5. Reinstatement. This Article shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any of the
Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or
any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Credit Party or upon or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, any Credit Party or any substantial part of its property, or
otherwise, all as though such payments had not been made.




          SECTION 7.6. Payments. The Guarantor hereby agrees that all payments required to be
made by it hereunder will be made to the Administrative Agent without set-off or counterclaim in
accordance with the terms of the Obligations, including in the currency in which payment is due.




ARTICLE VIII




EVENTS OF DEFAULT




          If any of the following events (“Events of Default”) shall occur:




          (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;




          (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this Agreement, when
and as the same shall become due and payable, and such failure shall continue unremedied for a
period of five business days;




          (c) any representation or warranty made or deemed made by any Credit Party (or any of its
officers) in or in connection with this Agreement or any amendment or modification hereof
(including the Amendment Agreement), or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any amendment or
modification hereof, shall prove to have been incorrect in any material respect when made or deemed
made;










 



26




          (d) any Credit Party shall fail to observe or perform any covenant, condition or
agreement contained in Article V as it relates to Section 5.2, 5.3 (with respect to the Credit
Parties’ existence) or 5.8 or Article VI of the Existing Revolving Credit Agreement;




          (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent (given at the request of any Lender) to the Borrower;




          (f) any Credit Party or any Subsidiary shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness, when and as the
same shall become due and payable (after expiration of any applicable grace or cure period);




          (g) any event or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness or (ii) any obligation under a Hedging Agreement that becomes due
as a result of a default by a party thereto other than a Credit Party or a Subsidiary;




          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or any
Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii)
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Credit Party or any Material Subsidiary or for a substantial part of its assets, and, in
any such case, such proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;




          (i) any Credit Party or any Material Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file an
answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose
of effecting any of the foregoing;




          (j) any Credit Party or any Material Subsidiary shall become unable, admit in
writing or fail generally to pay its debts as they become due;




          (k) one or more final judgments for the payment of money shall be rendered against the
Guarantor, the Borrower, any Subsidiary or any combination thereof and either (i) a creditor shall
have commenced enforcement proceedings upon any such judgment in an aggregate amount (to the extent
not covered by insurance as to which the relevant insurance company has not denied coverage) in
excess of $40,000,000 (a “Material Judgment”) or (ii) there shall be a period of 30
consecutive days during which a stay of enforcement of any Material Judgment shall not be in effect
(by reason of pending appeal or otherwise) (it being understood that, notwithstanding the
definition of “Default”, no “Default” shall be triggered solely by the rendering of such a judgment
or judgments prior to the commencement of enforcement proceedings or the lapse of such 30
consecutive day period, so long as such judgments are capable of satisfaction by payment at any
time);





 











 





27




          (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect;




          (m) a Change in Control shall occur; or




          (n) the Guarantee contained in Article VII herein shall cease, for any reason, to be in
full force and effect in any material respect or any Credit Party shall so assert;



then, and in every such event (other than an event with respect to the Credit Parties described in
clause (h) or (i) of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower, declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to be due
and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other Obligations of the Credit Parties accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Credit Parties; and in case of any event
with respect to the Credit Parties described in clause (h) or (i) of this Article, the principal of
the Loans then outstanding, together with accrued interest thereon and all fees and other
Obligations of the Credit Parties accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Credit Parties.




ARTICLE IX




THE ADMINISTRATIVE AGENT




          Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.




          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.




          The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby that the Administrative Agent is required to exercise in writing by
the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Credit Party or any Subsidiary that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent
shall not be liable for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or when expressly required hereby, all the Lenders) or in the absence of its
own gross negligence or willful misconduct. The Administrative Agent shall be










 



28



deemed not to have knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by any Credit Party or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.




          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any Credit
Party), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or
experts.




          The Administrative Agent may perform any and all of its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and of all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.




          Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of
the Borrower so long as no Event of Default under Section 8(a), 8(b) or 8(i) shall have occurred
and be continuing (which consent shall not be unreasonably withheld), to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of
any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to
a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article and Section 10.3 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while it was acting as
Administrative Agent.




          Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate,










 



29



continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or thereunder.




          Notwithstanding anything to the contrary contained in this Agreement, the parties hereto
hereby agree that no agent (other than the Administrative Agent) shall have any rights, duties or
responsibilities in its capacity as agent hereunder and that no agent (other than the
Administrative Agent) shall have the authority to take any action hereunder in its capacity as
such.




ARTICLE X




MISCELLANEOUS




          SECTION 10.1. Notices. Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:




          (a) if to the Borrower or the Guarantor, to it at One H&R Block Way, Kansas City, Missouri
64105, Attention of Becky Shulman (Telecopy No. (816) 854-8043), David Staley (Telecopy No. (816)
854-8043) and Andrew Somora (Telecopy No. (816) 802-1043);




          (b) if to the Administrative Agent, to HSBC Bank USA, National Association, Agency
Services Group, One HSBC Center, Floor 26, Buffalo, NY 14203, Attention of Donna Riley
(Telecopy No. (716) 841-0269), with a copy to HSBC Bank USA, National Association, 452 Fifth
Avenue, New York, NY 10018, Attention of Peter Nealon (Telecopy No. (212) 525-2479); and




          (c) if to any Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.



Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt. Notices and other communications to the Lenders hereunder may be posted to
Intralinks or a similar website or delivered by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to
notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent, the Borrower or the Guarantor may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.




          SECTION 10.2. Waivers; Amendments. (a) No failure or delay by the Administrative
Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or consent to any departure
by the Credit Parties therefrom shall in any event be effective unless the same shall be permitted
by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver










 



30



of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or
knowledge of such Default at the time.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Credit Parties and the
Required Lenders or by the Credit Parties and the Administrative Agent with the consent of the
Required Lenders and in accordance with the terms of the Amendment Agreement; provided that
no such agreement shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment,
without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in
a manner that would alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) release the guarantee contained in Article VII, without the written
consent of each Lender or (vi) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender; provided, further,
that no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the Administrative Agent.




          SECTION 10.3. Expenses; Indemnity: Damage Waiver. (a) The Borrower shall pay (i) all
reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for
the Administrative Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement and any amendments, modifications or
waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby
shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent, or any Lender, including the reasonable and documented fees, charges and
disbursements of any counsel for the Administrative Agent, or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including in connection with
any workout, restructuring or negotiations in respect thereof.




          (b) The Credit Parties shall jointly and severally indemnify the Administrative Agent
and each Lender, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto
of their respective obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or
operated by the Credit Parties or any Subsidiaries, or any Environmental Liability related in any
way to the Credit Parties or any Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of any Indemnitee or any
of its Related Parties.










 



31




          (c) To the extent that any Credit Party fails to pay any amount required to be paid by it to
the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent
in its capacity as such. The Administrative Agent shall have the right to deduct any amount owed to
it by any Lender under this paragraph (c) from any payment made by it to such Lender hereunder.




          (d) To the extent permitted by applicable law, the Credit Parties shall not assert, and hereby
waive, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.




          (e) All amounts due under this. Section shall be payable promptly after written demand
therefor.




          SECTION 10.4. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.




          (b) Any Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Loan); provided that
(i) each of the Borrower and the Administrative Agent must give its prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount
of the assigning Lender’s Loan, the amount of the Loan of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee
of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; provided, further, that any consent of the
Borrower otherwise required under this paragraph shall not be required if an Event of Default has
occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 10.3). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply










 



32



with this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with paragraph (e)
of this Section.




          (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the principal amount of the Loans owing to each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and each Credit
Party, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.




          (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective for purposes of
this Agreement unless it has been recorded in the Register as provided in this paragraph.




          (e) Any Lender may, without the consent of any Credit Party or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”) in all or a
portion of such Lender’s rights and obligations under this Agreement (including all or a portion of
its Loan); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Credit Parties, the Administrative Agent and the
other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.2(b) that affects such Participant. Subject to
paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section.




          (f) A Participant shall not be entitled to receive any greater payment under Section 2.13 or
2.15 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless title sale of the participation to such Participant
is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is
notified of the participation sold to such Participant and such Participant agrees, for the benefit
of the Borrower, to comply with Section 2.15(e) as though it were a Lender.




          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any such pledge or
assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.










 



33




          (h) Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as
such in writing from time to time by the Granting Lender to the Administrative Agent and the
Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting
Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan
and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting Lender). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other indebtedness of any SPC, it will not
institute against, or join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United
States or any state thereof. In addition, notwithstanding anything to the contrary in this Section
10.4(h), any SPC may (A) with notice to, but without the prior written consent of, the Borrower and
the Administrative Agent and without paying any processing fee therefor, assign all or a portion of
its Loan to the Granting Lender, or with the prior written consent of the Borrower and the
Administrative Agent (which consent shall not be unreasonably withheld) to any financial
institutions providing liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans, and (B) disclose on a confidential basis any non-public
information relating to its Loan to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC; provided that non-public
information with respect to the Borrower may be disclosed only with the Borrower’s consent which
will not be unreasonably withheld. This paragraph (h) may not be amended without the written
consent of any SPC with a Loan outstanding at the time of such proposed amendment. An SPC shall not
be entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable Granting
Lender would have been entitled to receive under such Sections if the Granting Lender had made the
relevant credit extension.




          SECTION 10.5. Survival. All covenants, agreements, representations and warranties
made by the Credit Parties herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of this Agreement and the making
of any Loans regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The
provisions of Sections 2.13, 2.14, 2.15 and 10.3 and Article IX shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans or the termination of this Agreement or any provision hereof.




          SECTION 10.6. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This










 



34



Agreement shall become effective when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof which, when taken together,
bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.




          SECTION 10.7. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.




          SECTION 10.8. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of either Credit Party against any of and all the
obligations of such Credit Party now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which such Lender may
have.




          SECTION 10.9. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.




          (b) Each Credit Party hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in
New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against any Credit Party or its properties in the courts of any
jurisdiction.




          (c) Each Credit Party hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in any
court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.











 



35




          SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.




          SECTION 10.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.




          SECTION 10.12. Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by
any regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
(g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section by it or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source other than any Credit
Party. For the purposes of this Section, “Information” means all information received from
any Credit Party relating to. any Credit Party or its business, other than any such information
that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by such Credit Party; provided that, in the case of information received from
any Credit Party after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.




          SECTION 10.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount,










 



36



together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall
have been received by such Lender.




          SECTION 10.14. USA Patriot Act.




          Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26,2001)) (the “Act”), it is
required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender to
identify the Borrower in accordance with the Act.




          SECTION 10.15. Amendment and Intercreditor Agreement. Notwithstanding anything
to the contrary contained herein, each Lender acknowledges that the provisions of this
Agreement are subject to the provisions of the Amendment Agreement. In the event of any
conflict between the terms of the Amendment Agreement and this Agreement, the terms of the
Amendment Agreement shall govern and control.




          SECTION 10.16. Effectiveness of this Agreement; No Novation. Until this Agreement
becomes effective in accordance with the terms and subject to the conditions set forth herein, the
Existing Bridge Credit Agreement shall remain in full force and effect and shall not be affected
hereby. After the Amendment and Restatement Effective Date, any and all obligations of the
Borrower, the Guarantor or any of their respective Subsidiaries under the Existing Bridge Credit
Agreement to HSBC shall become obligations hereunder and the provisions of the Existing Bridge
Credit Agreement shall be superseded by the provisions of this Agreement and the BNPP Bridge Credit
Agreement. This Agreement shall not extinguish the loans outstanding under the Existing Bridge
Credit Agreement and nothing herein contained shall be construed as a substitution or novation of
the loans outstanding under the Existing Bridge Credit Agreement, which shall remain outstanding
after the Amendment and Restatement Effective Date as modified by this Agreement and the BNPP
Bridge Credit Agreement.










 



 




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above
written.




	 	 	 	 	 
	 	BLOCK FINANCIAL CORPORATION

 	 
	 	By:  	/s/
Becky S. Shulman	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	H&R BLOCK, INC.

 	 
	 	By:  	/s/ Becky S. Shulman	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, 
as
Administrative Agent and Lender

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 



[Amended and Restated Bridge Credit and Guarantee Agreement]











 



 




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	BLOCK FINANCIAL CORPORATION

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	H&R BLOCK, INC.

 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, 
as Administrative Agent and Lender

 	 
	 	By:  	/s/ Vincent Clark
 	 
	 	 	VINCENT CLARK

Title: SENIOR VICE PRESIDENT 	 
	 	 	 	 
	 



[Amended and Restated Bridge Credit and Guarantee Agreement]










 



 




SCHEDULE 2.1




COMMITMENTS




	 	 	 	 	 	 	 	 	 
	Lender	 	 	 	 	 	Commitment
	 
	 	 	 	 	 	 	 	 
	HSBC Bank USA, National Association
	 	 	 	 	 	$	250,000,000	 
	 
	Total
	 	 	 	 	 	$	250,000,000	 












 



 


SCHEDULE 3.4(a)




Guarantee Obligations



None.










 



 




SCHEDULE 3.6




Disclosed Matters



None.





 











 





SCHEDULE 3.13




Subsidiaries




          The following is a list of the direct and indirect subsidiaries of H&R Block, Inc., a
Missouri corporation.




	 	 	 	 	 
	 	 	 	 	Domestic
	 	 	Company Name	 	Jurisdiction
	1

	 	2430472 Nova Scotia Company
	 	Nova Scotia
	2

	 	4230 W. Green Oaks, Inc.
	 	Michigan
	3

	 	Aculink Mortgage Solutions, LLC
	 	Florida
	4

	 	AcuLink of Alabama, LLC
	 	Alabama
	5

	 	BFC Transactions, Inc.
	 	Delaware
	6

	 	Birchtree Financial Services, Inc.
	 	Oklahoma
	7

	 	Birchtree Insurance Agency, Inc.
	 	Missouri
	8

	 	Block Financial Corporation
	 	Delaware
	9

	 	Burr Oak Technical Solutions, Inc.
	 	Delaware
	10

	 	CFS-McGladrey, LLC
	 	Massachusetts
	11

	 	Cfstaffing, Ltd.
	 	British Columbia
	12

	 	Companion Insurance, Ltd.
	 	Bermuda
	13

	 	Companion Mortgage Corporation
	 	Delaware
	14

	 	Creative Financial Staffing of Western Washington, LLC
	 	Massachusetts
	15

	 	EquiCo Europe Limited
	 	United Kingdom
	16

	 	Equico, Inc.
	 	California
	17

	 	Express Tax Service, Inc.
	 	Delaware
	18

	 	Financial Marketing Services, Inc.
	 	Michigan
	19

	 	Financial Stop Inc.
	 	British Columbia
	20

	 	First Option Asset Management Services, Inc.
	 	California
	21

	 	First Option Asset Management Services, LLC
	 	California
	22

	 	FM Business Services, Inc.
	 	Delaware
	23

	 	Franchise Partner, Inc.
	 	Nevada
	24

	 	H&R Block (India) Private Limited
	 	India
	25

	 	H&R Block (Nova Scotia), Incorporated
	 	Nova Scotia
	26

	 	H&R Block Bank
	 	Missouri
	27

	 	H&R Block Canada Financial Services, Inc.
	 	Canada
	28

	 	H&R Block Canada, Inc.
	 	Canada
	29

	 	H&R Block Digital Tax Solutions, LLC
	 	Delaware
	30

	 	H&R Block Eastern Enterprises, Inc.
	 	Missouri
	31

	 	H&R Block Enterprises, Inc.
	 	Missouri
	32

	 	H&R Block Financial Advisors, Inc.
	 	Michigan
	33

	 	H&R Block Global Solutions (Hong Kong) Limited
	 	Hong Kong
	34

	 	H&R Block Group, Inc.
	 	Delaware
	35

	 	H&R Block Insurance Agency of Massachusetts, Inc.
	 	Massachusetts
	36

	 	H&R Block Insurance Agency, Inc.
	 	Delaware
	37

	 	H&R Block Limited
	 	New South Wales
	38

	 	H&R Block Services, Inc.
	 	Missouri
	39

	 	H&R Block Tax and Business Services, Inc.
	 	Delaware
	40

	 	H&R Block Tax and Financial Services Limited
	 	United Kingdom
	41

	 	H&R Block Tax Institute, LLC
	 	Missouri






 









 






	 	 	 	 	 
	 	 	 	 	Domestic
	 	 	Company Name	 	Jurisdiction
	42

	 	H&R Block Tax Services, Inc.
	 	Missouri
	43

	 	H&R Block, Inc.
	 	Missouri
	44

	 	HRB Advance LLC
	 	Delaware
	45

	 	HRB Center LLC
	 	Missouri
	46

	 	HRB Concepts LLC
	 	Delaware
	47

	 	HRB Corporate Enterprises LLC
	 	Delaware
	48

	 	HRB Corporate Services LLC
	 	Missouri
	49

	 	HRB Digital Technology Resources LLC
	 	Delaware
	50

	 	HRB Expertise LLC
	 	Missouri
	51

	 	HRB Financial Corporation
	 	Michigan
	52

	 	HRB International LLC
	 	Missouri
	53

	 	HRB Management, Inc.
	 	Missouri
	54

	 	HRB Products LLC
	 	Missouri
	55

	 	HRB Property Corporation
	 	Michigan
	56

	 	HRB Realty Corporation
	 	Michigan
	57

	 	HRB Royalty, Inc.
	 	Delaware
	58

	 	HRB Support Services LLC
	 	Delaware
	59

	 	HRB Tax & Technology Leadership LLC
	 	Missouri
	60

	 	HRB Tax & Technology Software LLC
	 	Missouri
	61

	 	HRB Texas Enterprises, Inc.
	 	Missouri
	62

	 	OLDE Discount of Canada
	 	Canada
	63

	 	Option One Advance Corporation
	 	Delaware
	64

	 	Option One Insurance Agency, Inc.
	 	California
	65

	 	Option One Loan Warehouse LLC
	 	Delaware
	66

	 	Option One Mortgage Acceptance Corporation
	 	Delaware
	67

	 	Option One Mortgage Capital Corporation
	 	Delaware
	68

	 	Option One Mortgage Corporation
	 	California
	69

	 	Option One Mortgage Corporation (India) Private Limited
	 	Pune
	70

	 	Option One Mortgage Securities Corp.
	 	Delaware
	71

	 	Option One Mortgage Securities II Corp.
	 	Delaware
	72

	 	Option One Mortgage Securities III Corp.
	 	Delaware
	73

	 	Option One Mortgage Securities IV LLC
	 	Delaware
	74

	 	Option One Mortgage Services, Inc.
	 	Massachusetts
	75

	 	O’Rourke Career Connections, LLC
	 	California
	76

	 	PDI Global, Inc.
	 	Delaware
	77

	 	Pension Resources, Inc.
	 	Illinois
	78

	 	Premier Mortgage Services of Washington, Inc.
	 	Washington
	79

	 	Premier Property Tax Services, LLC
	 	California
	80

	 	Premier Trust Deed Services, Inc.
	 	California
	81

	 	RedGear Technologies, Inc.
	 	Missouri
	82

	 	RSM (Bahamas) Global, Ltd.
	 	The Bahamas
	83

	 	RSM Employer Services Agency of Florida, Inc.
	 	Florida
	84

	 	RSM Employer Services Agency, Inc.
	 	Georgia
	85

	 	RSM Equico Canada, Inc.
	 	Canada
	86

	 	RSM Equico Capital Markets, LLC
	 	Delaware
	87

	 	RSM Equico, Inc.
	 	Delaware
	88

	 	RSM McGladrey Business Services, Inc.
	 	Delaware
	89

	 	RSM McGladrey Business Solutions, Inc.
	 	Delaware
	90

	 	RSM McGladrey Employer Services, Inc.
	 	Georgia
	91

	 	RSM McGladrey Financial Process Outsourcing India Pvt.
Ltd.
	 	India






 









 






	 	 	 	 	 
	 	 	 	 	Domestic
	 	 	Company Name	 	Jurisdiction
	92

	 	RSM McGladrey Financial Process Outsourcing, LLC
	 	Minnesota
	93

	 	RSM McGladrey Insurance Services, Inc.
	 	Delaware
	94

	 	RSM McGladrey TBS, LLC
	 	Delaware
	95

	 	RSM McGladrey, Inc.
	 	Delaware
	96

	 	ServiceWorks, Inc.
	 	Delaware
	97

	 	TaxNet Inc.
	 	California
	98

	 	TaxWorks, Inc.
	 	Delaware
	99

	 	The Tax Man, Inc.
	 	Massachusetts
	100

	 	West Estate Investors, LLC
	 	Missouri
	101

	 	Woodbridge Mortgage Acceptance Corporation
	 	Delaware






 









 






EXHIBIT A




FORM OF

ASSIGNMENT AND ACCEPTANCE




          Reference is made to the $250,000,000 Amended and Restated Bridge Credit and Guarantee
Agreement (HSBC), dated as of December 20, 2007 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Block Financial Corporation (the
“Borrower”), H&R Block, Inc., the Lenders party thereto and HSBC Bank USA, National
Association, as administrative agent for the Lenders (in such capacity, the “Agent”).
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.




          The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee
identified on Schedule 1 hereto (the “Assignee”) agree as follows:




          1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the
Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Effective Date (as defined below), the interest described in
Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations
under the Credit Agreement with respect to those credit facilities contained in the Credit
Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”;
collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility
as set forth on Schedule 1 hereto.




          2. The Assignor (a) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement or with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, or any other instrument or document furnished
pursuant thereto, other than that the Assignor has not created any adverse claim, lien or
encumbrance upon the interest being assigned by it hereunder and that such interest is free and
clear of any such adverse claim, lien or encumbrance; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Credit Party, any of their
respective Subsidiaries or any other obligor or the performance or observance by any Credit Party,
any of their Subsidiaries or any other obligor of any of their respective obligations under the
Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; and (c)
attaches any promissory notes held by it evidencing the Assigned Facilities and (i) requests that
the Agent, upon request by the Assignee, exchange the attached promissory notes for a new
promissory note or promissory notes payable to the Assignee and (ii) if the Assignor has retained
any interest in the Assigned Facility, requests that the Agent exchange the attached promissory
notes for a new promissory note or promissory notes payable to the Assignor, in each case in
amounts which reflect the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective Date).




          3. The Assignee (a) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements delivered pursuant to Section 3.4 thereof and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers and




 









 








  2



discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto
or thereto as are delegated to the Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement
and will perform in accordance with its terms all the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender including, if it is organized under the
laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the
Credit Agreement.




          4. The effective date of this Assignment and Acceptance shall be the Effective Date of
Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution
of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and
recording by the Agent pursuant to the Credit Agreement, effective as of the Effective Date (which
shall not, unless otherwise agreed to by the Agent, be earlier than five Business Days after the
date of such acceptance and recording by the Agent).




          5. Upon such acceptance and recording, from and after the Effective Date, the Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the
Effective Date or with respect to the making of this assignment directly between themselves.




          6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement.




          7. The Assignee hereby acknowledges that the terms of the Credit Agreement are subject to
intercreditor provisions set forth in the Amendment and Intercreditor Agreement, dated as of
December 20, 2007 (as amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof, the “Amendment Agreement”), by and among the Borrower,
the Guarantor, the Agent and the other parties thereto from time to time and agrees to be bound by
the provisions thereof.




          8. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York.




          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed as of the date first above written by their respective duly authorized officers on
Schedule 1 hereto.




 









 








Schedule 1




to Assignment and Acceptance




Name of Assignor:  





Name of Assignee:  





Effective Date of Assignment:
 





	 	 	 	 	 
	Principal	 	 	 	 
	Amount Assigned	 	 	 	 
	$______________________
	 	 	 	 
	$______________________
	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	[NAME OF ASSIGNEE]	 	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Title:
	 	 	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Consented to and Accepted:	 	 	 	Consented To:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	HSBC BANK USA, NATIONAL 
ASSOCIATION, as
Administrative Agent	 	 	 	BLOCK FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Title:
	 	 	 	 	 	 

Title: