FIRST AMENDMENT
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 1 Amendments. Subject to the satisfaction of the condition precedent set
forth in Section 3, the Credit Agreement is amended as follows:
1.1 Amendment 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.
1.2 Amendments 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.
1.3 Amendment 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 Xxx X&X Xxxxx Xxx, Xxxxxx Xxxx,
Xxxxxxxx 00000, Attention of Xxxxx Xxxxxxx (Telecopy No. (000) 000-0000), Xxxxx Xxxxxx
(Telecopy No. (000) 000-0000) and Xxxxxx Xxxxxx (Telecopy No. (000) 000-0000);
SECTION 2 Representations 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 3 Effectiveness. 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 4 Miscellaneous.
4.1 Continuing 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.
4.2 Counterparts. 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.
4.3 Governing 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/ Xxxxx X. Xxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxx | |||||
Title: | Senior Vice President and Treasurer | |||||
H&R BLOCK, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxx | |||||
Title: | Senior Vice President and Treasurer |
JPMORGAN CHASE BANK, N.A., as Administrative Agent, as a Lender and as Swingline Lender |
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By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxxxxx X. Xxxxxxx | |||||
Title: | Managing Director JPMorgan Chase Bank |
BANK OF AMERICA, N.A. | ||||||
By: | /s/ Alexa X. Xxxxxxxx | |||||
Name: | Alexa X. Xxxxxxxx | |||||
Title: | Senior Vice President |
GREENWICH CAPITAL MARKETS, INC., AS AGENT FOR THE ROYAL BANK OF SCOTLAND PLC |
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/s/ Xxxxxx Xxxxx | ||||||
Xxxxxx Xxxxx | ||||||
Vice President |
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BARCLAYS CAPITAL PLC | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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HSBC BANK USA, NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Name: | Xxxxx Xxxxxx | |||||
Title: | Managing Director |
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CITIBANK, N.A. | ||||||
By: | /s/ Xxxxxx Xxxxxxx | |||||
Name: | Xxxxxx Xxxxxxx | |||||
Title: | Vice President |
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KEY BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxxxx, Xx. | |||||
Name: | Xxxxxx X. Xxxxxxxxxx, Xx. | |||||
Title: | Vice President |
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XXXXX FARGO BANK, N.A. | ||||||
By: | /s/ Xxxxxxxx Xxxxxxxx | |||||
Name: | Xxxxxxxx Xxxxxxxx | |||||
Title: | Vice President |
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CALYON NEW YORK BRANCH | ||||||
By: | /s/ Xxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxx Xxxxx | |||||
Title: | Managing Director | |||||
By: | /s/ [ILLEGIBLE] | |||||
Name: | [ILLEGIBLE] | |||||
Title: | Director |
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XXXXXX XXXX, N.A. | ||||||
By: | /s/ Xxxxxx Xxxxxx | |||||
Name: | Xxxxxx Xxxxxx | |||||
Title: | First Vice President |
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XXXXX XXXX XX XXXXXX | ||||||
By: | /s/ Xxxxxx Xxxxxx | |||||
Name: | Xxxxxx Xxxxxx | |||||
Title: | Attorney-in-Fact |
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SUNTRUST BANK | ||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||
Name: | Xxxxxx X. Xxxxx | |||||
Title: | Managing Director |
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U.S. BANK NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxxx | |||||
Title: | Senior Vice President |
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WACHOVIA BANK, NATIONAL ASSOCIATION |
||||||
By: | /s/ Xxxx Xxxxxxxx | |||||
Name: | Xxxx Xxxxxxxx | |||||
Title: | Director |
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BNP PARIBAS | ||||||
By: | /s/ Xxxxxx Xxxxx | |||||
Name: | Xxxxxx Xxxxx | |||||
Title | Vice-President | |||||
By: | /s/ Xxxxx Xxxxxxxxx | |||||
Name: | Xxxxx Xxxxxxxxx | |||||
Title: | Director |
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COMERICA BANK | ||||||
By: | /s/ Xxxx X. Xxxxxxxx | |||||
Name: | Xxxx X. Xxxxxxxx | |||||
Title: | Assistant Vice President |
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E.SUN COMMERCIAL BANK, LTD. (LOS ANGELES) |
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By: | ||||||
Name: | ||||||
Title: | ||||||
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XXXXXXXX XXXX XX XXX XXXX XXXXXX | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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XXXXX XXXXX XXXX | ||||||
By: | /s/ Xxxxxxxxxxx X. Xxxxx | |||||
Name: | Xxxxxxxxxxx X. Xxxxx | |||||
Title: | Vice President |
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XXXXXX BROTHERS BANK, FSB | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Authorized Signatory |
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XXXXXXX XXXXX BANK USA | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Director |
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SUMITOMO MITSUI BANKING CORPORATION | ||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Name: Title: |
Xxxxxxx Xxxxx Joint General Manager |
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UBS LOAN FINANCE LLC | ||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxx | |||||
Title: | Director | |||||
By: | /s/ Xxxx X. Xxxx | |||||
Name: | Xxxx X. Xxxx | |||||
Title: | Associate Director |
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BANK MIDWEST, N.A. | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | Vice President |
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XXXXX XXX 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/ Xxxxxxx X. Xxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxx | |||||
Title: | Senior Vice President |
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PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Xxxxx X. XxXxxxxx | |||||
Name: | Xxxxx X. XxXxxxxx | |||||
Title: | Vice President |
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UMB BANK, N.A. | ||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||
Name: | Xxxxxx X. Xxxxx | |||||
Title: | Senior Vice President |
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