Exhibit 10.4
2004 AMENDMENT TO SECOND AMENDED AND RESTATED
REFUND ANTICIPATION LOAN OPERATIONS AGREEMENT
NOTE: CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS AGREEMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2. THE LOCATIONS OF THESE
OMISSIONS ARE INDICATED THROUGHOUT THE AGREEMENT BY THE FOLLOWING MARKINGS:
[***].
THIS 2004 AMENDMENT TO THE SECOND AMENDED AND RESTATED REFUND ANTICIPATION
LOAN OPERATIONS AGREEMENT dated as of August 20, 2004, (the "Amendment"), is
made by and among H & R Block Services, Inc., a Missouri corporation ("Block
Services"), on behalf of itself and in regard to its subsidiaries, H & R Block
Tax Services, Inc., a Missouri corporation ("Block Tax Services"), HRB Royalty,
Inc., a Delaware corporation ("Royalty," and together with Block Services and
Block Tax Services, the "Block Companies"); Household Tax Masters Inc., a
Delaware corporation ("Tax Masters"), for itself or in its capacity as servicer
for the RAL Originator (as such term is defined herein) where appropriate under
the circumstances, and Beneficial Franchise Company Inc., a Delaware corporation
("Beneficial Franchise," and together with Tax Masters, the "Household
Companies").
RECITALS
WHEREAS, the parties hereto entered into that certain Amended and Restated
Refund Anticipation Loan Operations Agreement dated January 3, 2003;
WHEREAS, the parties hereto entered into a Second Amended and Restated
Refund Anticipation Loan Operations Agreement dated June 9, 2003 (the
"Agreement")
WHEREAS, the parties desire to amend certain terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties do hereby
agree as follows:
1. Paragraph 5.4, RAC License Fee, is deleted in its entirety and the
following substituted in lieu thereof:
"5.4 RAC License Fee.
(a) 2005 Tax Period. Tax Masters as servicer for the RAL
Originator shall cause to be paid to Block Services a license fee
[***]calculated in accordance with the following schedule for each
RAC issued by the RAL Originator pursuant to this Agreement between
January 1,
2005 and October 15, 2005 (for purposes of this section, the "2005
Tax Period")[***].
(b) 2006 Tax Period. Except as provided below, Tax Masters as
servicer for the RAL Originator shall cause to be paid to Block
Services a license fee [***], calculated in accordance with the
following schedule for each RAC issued by the RAL Originator
pursuant to this Agreement during the 2006 Tax Period [***].
(c) Payment Dates. On or before April 30, 2005 (or the last
business day of such month if April 30 is a non-business day), Tax
Masters shall pay Block Services [***].
(d) Payments for Direct Deposit RACs to IRA or Auto Investor
accounts and Denied RALs. [***]
(e) Method of Payment. The license fee described in this
Section 5.4 (the "RAC License Fee") shall be paid by credit to Block
Services' account by ACH credit to the appropriate Block Office's
company account."
2. Paragraph 6.2(d) is amended by adding the following to the end of
the paragraph:
[***]
3. Except as set forth in this Amendment, the Agreement shall remain in
full force and effect and is ratified and confirmed in all other
respects.
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IN WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this Amendment as of the effective date set forth
above.
HOUSEHOLD TAX MASTERS, INC.
By: /s/ Susan E. Artman
-----------------------------------
Name: Susan E. Artman
Title: Vice President
BENEFICIAL FRANCHISE COMPANY, INC.
By: /s/ Susan E. Artman
------------------------------------
Name: Susan E. Artman
Title: Vice President
H&R BLOCK SERVICES, INC.
By: /s/ Timothy C. Gokey
------------------------------------
Name: Timothy C. Gokey
Title: President
H&R BLOCK TAX SERVICES, INC.
By: /s/ Timothy C. Gokey
------------------------------------
Name: Timothy C. Gokey
Title: President
HRB ROYALTY, INC.
By: /s/ Rosalie A. Kenney
------------------------------------
Name: Rosalie A. Kenney
Title President
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