0001193125-11-207641 Sample Contracts

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GUARANTY
Guaranty • August 3rd, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

This GUARANTY, dated as of June 29, 2011, is made by each of the signatories hereto (the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the 364-Day Revolving Credit Agreement, dated as of June [ ], 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MF Global Inc. (the “Borrower”), MF Global Holdings Ltd., MF Global Finance USA Inc., the Lenders and the Administrative Agent.

SECURITY AGREEMENT
Security Agreement • August 3rd, 2011 • MF Global Holdings Ltd. • Security & commodity brokers, dealers, exchanges & services • New York

This Security Agreement (this “Agreement”), dated as of June 29, 2011, is entered into by and among MF Global Inc. (the “Borrower”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) for the ratable benefit of the Administrative Agent and the Lenders under that certain 364-Day Revolving Credit Agreement, dated as of the date hereof, among the Borrower, MF Global Holdings Ltd. and MF Global Finance USA Inc. as Guarantors, Harris, N.A. and Citigroup Global Markets Inc, each as a Syndication Agent, the Administrative Agent and the other agents and Lenders from time to time party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) and JPMorgan Chase Bank, N.A. as securities intermediary for the Collateral Accounts (as defined below) (in such capacity, the “Account Bank”).

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