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

Exhibit 10.4

BLOCK FINANCIAL LLC
H&R BLOCK, INC.
Xxx X&X Xxxxx Xxx
Xxxxxx Xxxx, Xxxxxxxx 00000

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
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
Facsimile No.: (000) 000-0000

with a copy to:

JPMorgan Chase Bank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxx

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 Xxxxxx 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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2

	Very truly yours, BLOCK FINANCIAL LLC, as Borrower
	By:	/s/ Beeky Xxxxxxx
		Name:	Beeky Xxxxxxx
		Title:	President & CFO
	H&R BLOCK, INC., as Guarantor
	By:	/s/ Beeky Xxxxxxx
		Name:	Beeky Xxxxxxx
		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/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President

BLOCK FINANCIAL LLC
AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT
CONSENT

Agreed to and Accepted by:
Xxxxx Fargo Bank, NA., as a Lender
By:		/s/ Xxxxxx Xxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxx
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/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
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/ Xxxx X. Xxxxxxxx
Name: XXXX X. XXXXXXXX
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/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
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. Xxxxx Xxxxxxxx
Name: K. Xxxxx Xxxxxxxx
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/ Xxxx Xxxx
Name: XXXX XXXX
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/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
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/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
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 Xxxxxxx Xxxxx Bank USA, as a Lender
By:		/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
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/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Vice President
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
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/ Xxxxxx Xxx
Name: Xxxxxx Xxx
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/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
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/ Xxxx Xxxxx
Name: Xxxx Xxxxx
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/ Xxxx Xxxxx
Name: Xxxx Xxxxx
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/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Managing Director
By:		/s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
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/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Vice President

BLOCK FINANCIAL LLC
AMENDED AND RESTATED FIVE-YEAR CREDIT AND GUARANTEE AGREEMENT
CONSENT