Exhibit 10.31
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of November 28, 2006 (this “Amendment”) amends the Amended and Restated Five-Year Credit and Guarantee Agreement dated as of August 10, 2005 (the “Credit Agreement”) among Block Financial Corporation (the “Borrower”), H&R Block, Inc. (the “Guarantor”), various financial institutions (the “Lenders”) 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 have the respective meanings set forth in the Credit Agreement.
WHEREAS, the Borrower, the Guarantor, the Lenders and the Administrative Agent have entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1Amendments. Subject to the satisfaction of the condition precedent set forth inSection 3, the Credit Agreement is amended as follows:
1.1Amendment to Section 3.8. Section 3.8 is amended in its entirety to read as follows:
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.
1.2Amendments to Section 6.2. Section 6.2 is amended as follows:
(a) Clause (m) is amended in its entirety to read as follows:
(m) subject to the proviso at the end of this Section 6.2, Indebtedness incurred in connection with the Borrower’s Refund Anticipation Loan Program, including any Indirect RAL Participation Transaction;provided that (i) such Indebtedness is incurred during the period beginning on January 2 of any year and ending on June 29 of such year, (ii) such Indebtedness is repaid in full by June 30 of the year in which such Indebtedness is incurred and (iii) the covenants contained in any agreement relating to such Indebtedness, or guarantee thereof (other than covenants specific to the Borrower’s Refund Anticipation Loan Program and the operation thereof), are no more restrictive than the covenants contained in this Agreement;
(b) The last paragraph is amended by deleting the clause beginning “except” at the end thereof and substituting the following therefor:
except that, during the period from January 2 of any year through June 30 of such year, such sum may exceed the greater of the Total Facility Commitments then in effect or the then Total Facility Loan Outstandings by an amount up to the total of (A) the aggregate
outstanding principal amount of Indebtedness described in subsection 6.2(m) and (B) $500,000,000.
1.3Amendment to Section 10.1. Section 10.1 (a) is amended in its entirety to read 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) 854-4242), David Staley (Telecopy No. (816) 854-4239) and Andrew Somora (Telecopy No. (816) 753-0037);
SECTION 2Representations and Warranties. Each of the Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders that, after giving effect to the effectiveness hereof, (a) each representation and warranty set forth in Article III of the Credit Agreement (other than the representations and warranties set forth in subsections 3.4(b), 3.6(a)(i) and 3.6(b)) is true and correct in all material respects as of the date hereof with the same effect as if made on the date hereof (except to the extent related to a specific earlier date) and (b) no Default or Event of Default shall have occurred and be continuing.
SECTION 3Effectiveness. The amendments set forth herein shall become effective upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantor and the Required Lenders.
SECTION 4Miscellaneous.
4.1Continuing Effectiveness, etc. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.
4.2Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of a counterpart hereof, or an executed signature hereto, by facsimile or by e-mail (in pdf or similar format) shall be effective as delivery of a manually-executed counterpart hereof.
4.3Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.
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Delivered as of the day and year first above written.
BLOCK FINANCIAL CORPORATION | ||||||
By: | /s/ Becky S. Shulman | |||||
Name: | Becky S. Shulman | |||||
Title: | Senior Vice President and Treasurer | |||||
H&R BLOCK, INC. | ||||||
By: | /s/ Becky S. Shulman | |||||
Name: | Becky S. Shulman | |||||
Title: | Senior Vice President and Treasurer |
JPMORGAN CHASE BANK, N.A., as Administrative Agent, as a Lender and as Swingline Lender | ||||||
By: | /s/ Elisabeth H. Schwabe | |||||
Name: | Elisabeth H. Schwabe | |||||
Title: | Managing Director JPMorgan Chase Bank |
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Alexa B. Bradford | |||||
Name: | Alexa B. Bradford | |||||
Title: | Senior Vice President |
GREENWICH CAPITAL MARKETS, INC., AS AGENT FOR THE ROYAL BANK OF SCOTLAND PLC | ||||||
/s/ Fergus Smail | ||||||
Fergus Smail | ||||||
Vice President |
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BARCLAYS CAPITAL PLC | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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HSBC BANK USA, NATIONAL ASSOCIATION | ||||||
By: | /s/ Peter Nealon | |||||
Name: | Peter Nealon | |||||
Title: | Managing Director |
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CITIBANK, N.A. | ||||||
By: | /s/ Andrew Kreeger | |||||
Name: | Andrew Kreeger | |||||
Title: | Vice President |
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KEY BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Donald F. Carmichael, Jr. | |||||
Name: | Donald F. Carmichael, Jr. | |||||
Title: | Vice President |
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WELLS FARGO BANK, N.A. | ||||||
By: | /s/ Thiplada Siddiqui | |||||
Name: | Thiplada Siddiqui | |||||
Title: | Vice President |
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CALYON NEW YORK BRANCH | ||||||
By: | /s/ Sebastian Rocco | |||||
Name: | Sebastian Rocco | |||||
Title: | Managing Director | |||||
By: | /s/ [ILLEGIBLE] | |||||
Name: | [ILLEGIBLE] | |||||
Title: | Director |
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MELLON BANK, N.A. | ||||||
By: | /s/ Daniel Beagle | |||||
Name: | Daniel Beagle | |||||
Title: | First Vice President |
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ROYAL BANK OF CANADA | ||||||
By: | /s/ Dustin Craven | |||||
Name: | Dustin Craven | |||||
Title: | Attorney-in-Fact |
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SUNTRUST BANK | ||||||
By: | /s/ Steven A. Deily | |||||
Name: | Steven A. Deily | |||||
Title: | Managing Director |
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U.S. BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Michael J. Reymann | |||||
Name: | Michael J. Reymann | |||||
Title: | Senior Vice President |
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WACHOVIA BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Joan Anderson | |||||
Name: | Joan Anderson | |||||
Title: | Director |
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BNP PARIBAS | ||||||
By: | /s/ Tomasz Rydel | |||||
Name: | Tomasz Rydel | |||||
Title | Vice-President | |||||
By: | /s/ Chris Grumboski | |||||
Name: | Chris Grumboski | |||||
Title: | Director |
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COMERICA BANK | ||||||
By: | /s/ Mark J. Leveille | |||||
Name: | Mark J. Leveille | |||||
Title: | Assistant Vice President |
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E.SUN COMMERCIAL BANK, LTD. (LOS ANGELES) | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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DEUTSCHE BANK AG NEW YORK BRANCH | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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FIFTH THIRD BANK | ||||||
By: | /s/ Christopher D. Jones | |||||
Name: | Christopher D. Jones | |||||
Title: | Vice President |
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LEHMAN BROTHERS BANK, FSB | ||||||
By: | /s/ Janine M. Shugan | |||||
Name: | Janine M. Shugan | |||||
Title: | Authorized Signatory |
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MERRILL LYNCH BANK USA | ||||||
By: | /s/ Louis Alder | |||||
Name: | Louis Alder | |||||
Title: | Director |
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SUMITOMO MITSUI BANKING CORPORATION | ||||||
By: | /s/ Shigeru Tsuru | |||||
Name: Title: | Shigeru Tsuru Joint General Manager |
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UBS LOAN FINANCE LLC | ||||||
By: | /s/ Richard L. Tavrow | |||||
Name: | Richard L. Tavrow | |||||
Title: | Director | |||||
By: | /s/ Irja R. Otsa | |||||
Name: | Irja R. Otsa | |||||
Title: | Associate Director |
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BANK MIDWEST, N.A. | ||||||
By: | /s/ Brian Bower | |||||
Name: | Brian Bower | |||||
Title: | Vice President |
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CHANG HWA COMMERCIAL BANK, LTD. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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COMMERCE BANK, N.A. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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NATIONAL CITY BANK | ||||||
By: | /s/ Michael J. Durbin | |||||
Name: | Michael J. Durbin | |||||
Title: | Senior Vice President |
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PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Louis K. McLinden | |||||
Name: | Louis K. McLinden | |||||
Title: | Vice President |
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UMB BANK, N.A. | ||||||
By: | /s/ Thomas S. Terry | |||||
Name: | Thomas S. Terry | |||||
Title: | Senior Vice President |
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