EX-101 INSTANCE DOCUMENT

EX-10.4 5 c56755exv10w4.htm EX-10.4 exv10w4

Exhibit 10.4

BLOCK FINANCIAL LLC
H&R BLOCK, INC.
One H&R Block Way
Kansas City, Missouri 64105

As of January 4, 2010

JPMorgan Chase Bank, N.A.,
as Administrative Agent under the
Credit Agreement referred to below
Loan and Agency Services Group
1111 Fannin Street
Houston, Texas 77002
Attention: Syed Abbas
Facsimile No.: (713) ###-###-####

with a copy to:

JPMorgan Chase Bank, N.A.
270 Park Avenue
New York, New York 10017
Facsimile No.: (212) ###-###-####
Attention: Tony Yung

The Lenders that are parties to the
Credit Agreement referred to below

CONSENT

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Five-Year Credit and Guarantee Agreement, dated as of August 10, 2005 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) by and among Block Financial LLC, a Delaware limited liability company (the “Borrower”), H&R Block, Inc., a Missouri corporation (the “Guarantor”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.

The Borrower and the Guarantor hereby notify the Administrative Agent and the Lenders of their desire to terminate in full the Commitment of Aurora Bank FSB (formerly known as Lehman Brothers Bank, FSB) (“Aurora Bank”), pursuant to Section 2,7 of the Credit Agreement, but without a ratable reduction of the Commitments of the other Lenders as required thereunder (the “Aurora Bank Commitment Termination”). The Administrative Agent and each Lender party hereto consent to the Aurora Bank Commitment Termination.

The effectiveness of this Consent is subject to the condition precedent that the Administrative Agent shall have received duly executed counterpart signature pages to this Consent from the Borrower, the Guarantor and the Required Lenders (including, without limitation, Aurora Bank). Upon such effectiveness, Aurora Bank shall cease to be a party to the Credit Agreement, provided that the foregoing shall not discharge or in any manner affect or impair the enforceability of Section 2.13, 2.14, 2.15, 10.3 or 10.4(h) of the Credit Agreement.

This Consent shall in no way be deemed to waive, alter or otherwise modify the provisions of Section 2.10, relating to the payment of facility fees or utilization fees or any other provisions under the Credit Agreement relating to the payment of any other amounts thereunder, in each case, on a ratable basis according to the amount of each Lenders’ respective Commitment thereunder, all of which remain in full force and effect as written; provided that if this Consent becomes effective on or before January 31, 2010, Aurora Bank waives payment to it of any of such fees accruing on or after December 31, 2009.

Upon the effectiveness of this Consent, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or any other documents, instruments and agreements executed and/or delivered in connection therewith shall mean and be a reference to the Credit Agreement as modified hereby. Except as specifically modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

This Consent shall be governed by, and construed in accordance with, the law of the State of New York. This Consent may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument and any parties hereto may execute this Consent by signing such counterpart.

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Very truly yours, BLOCK FINANCIAL LLC, as Borrower
By:	/s/ Beeky Shulman
	Name:	Beeky Shulman
	Title:	President & CFO

H&R BLOCK, INC., as Guarantor
By:	/s/ Beeky Shulman
	Name:	Beeky Shulman
	Title:	SVP & CFO