exv10w31



 





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 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 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/ 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:	 	 	 	 
	 

	 	 	 	 	 	 





-5-









 







	 	 	 	 	 	 	 
	 	 	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	 	 






-14-









 






	 	 	 	 	 	 	 
	 	 	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	 	 






-16-









 








	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 





-19-









 






	 	 	 	 	 	 	 
	 	 	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	 	 






-23-









 







	 	 	 	 	 	 	 
	 	 	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	 	 






-25-









 







	 	 	 	 	 	 	 
	 	 	CHANG HWA COMMERCIAL BANK, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





-26-









 







	 	 	 	 	 	 	 
	 	 	COMMERCE BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





-27-









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Durbin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael J. Durbin	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






-28-









 







	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis K. McLinden	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Louis K. McLinden	 	 
	 

	 	Title:
	 	Vice President	 	 






-29-









 








	 	 	 	 	 	 	 
	 	 	UMB BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas S. Terry	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas S. Terry	 	 
	 

	 	Title:
	 	Senior Vice President	 	 







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