THIRD AMENDMENT TO
CREDIT AGREEMENT
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THIRD AMENDMENT, dated as of September 12, 1997 (this "Third
Amendment"), to Credit Agreement, dated as of December 10, 1996, among BLOCK
FINANCIAL CORPORATION, a Delaware Corporation (the "Borrower"), the Lenders
parties thereto from time to time (individually, a "Lender", and collectively,
the "Lenders") and MELLON BANK, N.A., a national banking association, as agent
for the Lenders (in such capacity, the "Agent") (as amended by that certain
First Amendment to Credit Agreement dated as of April 10, 1997, and by that
certain Second Amendment to Credit Agreement dated as of June 6, 1997, the
"Agreement").
W I T N E S S E T H
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WHEREAS, the Borrower, the Lenders and the Agent desire to
make certain amendments to the Agreement, including requiring the Consolidated
Net Worth of Guarantor to be at least $325,000,000 at all times and permitting
Borrower to issue certain Indebtedness;
NOW THEREFORE, for and in consideration of the premises herein
contained, and intending to be legally bound, the parties hereto agree as
follows:
ARTICLE I
Amendments
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Section 1.01. Section 6.01 of the Agreement is hereby amended
by deleting subsection (a) in its entirety and replacing it with a new
subsection (a), such new subsection (a) to read it in its entirety as follows:
(a) Consolidated Net Worth of Guarantor. At all
times, the Consolidated Net Worth of Guarantor shall not be
less than $325,000,000.
Section 1.02. Schedule 6.05 of the Agreement is hereby further
amended by adding thereto, as a new item 14, the following.
14. Unsecured Indebtedness, evidenced by promissory notes, in
an aggregate principal amount not exceeding $300,000,000, with
a maturity not less than five years after the incurrence
thereof, which promissory notes do not have the benefit of
covenants more favorable to the holders thereof than the
covenants described in the Borrower's preliminary prospectus,
dated August 14, 1997, with respect to such promissory notes,
and the proceeds of the issuance of which is used by Borrower
to repay its commercial paper notes.
ARTICLE II
Conditions to Effectiveness
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Section 2.01. This Third Amendment shall become effective upon
the satisfaction of the following conditions precedent:
(a) This Third Amendment shall have been executed and
delivered by the Borrower, the Agent and the Required Lenders. The Guarantor
shall have executed and delivered the Consent to this Third Amendment in the
form of Exhibit A to this Third Amendment.
(b) The Agent shall have received, with an executed
counterpart for each Lender, certificates from such officers of the Borrower and
the Guarantor as to such matters as the Agent may request.
ARTICLE III
Miscellaneous
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Section 3.01. (a) The Required Lenders hereby authorize and
direct the Agent to enter into this Third Amendment.
(b) Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Agreement. Except as amended
hereby, the Agreement shall remain in full force and effect. This Third
Amendment may be executed in one or more counterparts and all such counterparts
taken together shall constitute one and the same instrument.
(c) THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
(d) The amendments set forth herein shall be limited precisely
as provided for herein and shall not be deemed to be waivers of, amendments to,
consents to or modifications of any term of provision of the Agreement or any
other Loan Document, or instrument referred to therein. The Agreement, as
amended hereby, shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed as of the day and year first above written.
ATTEST: BLOCK FINANCIAL CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -----------------------------------
Title: Secretary Title: Vice President
[Corporate Seal]
MELLON BANK, N.A., as Lender and Swing
Line Lender and as Agent
By /s/ Mellon Bank, N.A.
Title:
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By /s/ The Bank of Tokyo-Mitsubishi, Ltd.,
Chicago Branch
Title:
THE CHASE MANHATTAN BANK
By /s/ The Chase Manhattan Bank
Title:
COMERICA BANK
By /s/ Comerica Bank
Title:
COMMERCE BANK, N.A.
By /s/ Commerce Bank, N.A.
Title:
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CREDIT LYONNAIS CHICAGO BRANCH
By /s/ Credit Lyonnais Chicago Branch
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ The First National Bank of Chicago
Title:
THE FUJI BANK, LIMITED
By /s/ The Fuji Bank, Limited
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By /s/ The Long-Term Credit Bank of Japan,
Ltd.
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By /s/ Istituto Bancario San Paolo Di
Torino SPA
Title:
SOCIETE GENERALE
By /s/ Societe Generale
Title:
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TORONTO DOMINION (TEXAS), INC.
By /s/ Toronto Dominion (Texas), Inc.
Title:
THE YASUDA TRUST & BANKING CO.,
LTD.
By /s/ The Yasuda Trust & Banking Co., Ltd.
Title:
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Exhibit A
CONSENT WITH RESPECT TO GUARANTY AND SURETYSHIP AGREEMENT
---------------------------------------------------------
Reference is made to the Guaranty and Suretyship Agreement,
dated as of December 10, 1996 (the "Guaranty") made by H & R Block, Inc., a
Missouri corporation (the "Guarantor"), in favor of Mellon Bank, N.A., as Agent
under the Credit Agreement, dated as of December 10, 1996, among Block Financial
Corporation (the "Borrower"), the Lenders party thereto from time to time and
such Agent (as amended, modified or supplemented from time to time, the "Credit
Agreement") and to the Third Amendment to Credit Agreement, dated as of
September 12, 1997 (the "Third Amendment") among such parties. The Guarantor
hereby consents to the Third Amendment.
H & R BLOCK, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title President
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