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) 750-2782




with a copy to:




JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, New York 10017

Facsimile No.: (212) 270-6637

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.



[The remainder of this page is intentionally left blank.]







2









 








	 	 	 	 	 
	 	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 	 
	 



BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Tony Yung
 

	 	 
	Name: Tony Yung	 	 
	Title: Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	Wells Fargo Bank, NA., as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Joseph Giampetroni
 

	 	 
	Name: Joseph Giampetroni	 	 
	Title: Senior Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	PNC Bank, National Association, as a Lender
	 
	 	 	 	 
	By:

	 	/s/ Dale A. Stein
 

	 	 
	Name: Dale A. Stein	 	 
	Title: Sr. Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	Comerica Bank, as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark J. Leveille
 

	 	 
	Name: MARK J. LEVEILLE	 	 
	Title: VICE PRESIDENT	 	 
	            COMERICA BANK	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	AURORA BANK FSB, as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Theodore Janulis
 

	 	 
	Name: Theodore Janulis	 	 
	Title: Chairman	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	SunTrust Bank, as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ K. Scott Bazemore
 

	 	 
	Name: K. Scott Bazemore	 	 
	Title: Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	ROYAL BANK OF CANADA, as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ming Tang
 

	 	 
	Name: MING TANG	 	 
	Title: Authorized Signatory	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	The Bank of New York Mellon, as a Lender
	 
	 	 	 	 
	By:

	 	/s/ Jane Angelini
 

	 	 
	Name: Jane Angelini	 	 
	Title: First Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	Bank of America, N.A., as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ James H. Harper
 

	 	 
	Name: James H. Harper	 	 
	Title: Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	Bank of America, N.A., successor by merger to Merrill Lynch Bank USA, as a Lender
	 
	 	 	 	 
	By:

	 	/s/ James H. Harper
 

	 	 
	Name: James H. Harper	 	 
	Title: Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	By:

	 	/s/ Ming K. Chu
 

	 	 
	Name: Ming K. Chu	 	 
	Title: Vice President	 	 
	 
	 	 	 	 
	By:

	 	/s/ Heidi Sanquist
 

	 	 
	Name: Heidi Sanquist	 	 
	Title: Director	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	          UMB Bank, N.A.                    , as a Lender
	 
	 	 	 	 
	By:

	 	/s/ Martin Nay
 

	 	 
	Name: Martin Nay	 	 
	Title: Senior Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	U.S. Bank N.A., as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gaylen Frazier
 

	 	 
	Name: Gaylen Frazier	 	 
	Title: A.V.P.	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	HSBC Bank USA, National Association, as a Lender
	 
	 	 	 	 
	By:

	 	/s/ Paul Lopez
 

	 	 
	Name: Paul Lopez	 	 
	Title: Senior Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT







 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	BNP Paribas, as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Curt Price
 

	 	 
	Name: Curt Price	 	 
	Title: Managing Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Fik Durmus
 

	 	 
	Name: Fik Durmus	 	 
	Title: Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	FORTIS BANK SA/NV, CAYMAN ISLANDS BRANCH,

as a Lender
	 
	 	 	 	 
	By:

	 	/s/ John W. Benton
 

	 	 
	Name: John W. Benton	 	 
	Title: Senior Managing Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Catherine M. Gilbert
 

	 	 
	Name: Catherine M. Gilbert	 	 
	Title: Director	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT





 









 








	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 
	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alicia Borys
 

	 	 
	Name: Alicia Borys	 	 
	Title: Assistant Vice President	 	 






BLOCK FINANCIAL LLC

AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT

CONSENT