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EXHIBIT 4.1




BLOCK FINANCIAL LLC




OFFICERS’ CERTIFICATE 




     The undersigned, Becky S. Shulman, Senior Vice President and Treasurer of Block Financial LLC,
a Delaware limited liability company (f/k/a Block Financial Corporation, the “Company”),
and Bret G. Wilson, Secretary of the Company, do hereby certify that, pursuant to the Indenture,
dated October 20, 1997 (the “Indenture”), among the Company, H&R Block, Inc.
(“Block”) and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company)
(“Deutsche Bank”), as supplemented by that certain First Supplemental Indenture, dated as
of April 18, 2000, among the Company, Block, Deutsche Bank and The Bank of New York, as separate
trustee under the Indenture in respect of the Company’s 8.50% Notes due 2007, a series of debt
securities of the Company is hereby established with the terms set forth below. Unless otherwise
defined herein, capitalized terms used herein have the meanings given thereto in the Indenture.




	(1)	 	The title of the securities shall be “7.875% Notes due 2013” (the “Notes”).
	 
	(2)	 	Deutsche Bank has been appointed as the Trustee under the Indenture and as Registrar, paying
agent, transfer agent and authenticating agent with respect to the Notes.
	 
	(3)	 	The aggregate principal amount of the Notes which may be initially authenticated and
delivered under the Indenture with respect to this series of Notes shall be initially limited
to a maximum of $600,000,000, subject to the right of the Company to issue additional
principal amount of the Notes of this series at any time and from time to time.
	 
	(4)	 	The Stated Maturity of the Notes is January 15, 2013.
	 
	(5)	 	The Notes shall bear interest at the rate of 7.875% per annum (the “Original Interest
Rate”), which interest shall accrue from January 11, 2008, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly provided for,
on the Notes until their principal is paid. Interest shall be payable semi-annually on
January 15 and July 15 (each an “Interest Payment Date”), commencing on July 15, 2008,
to Holders of record at the close of business on the December 31 or June 30, respectively,
next preceding each such Interest Payment Date, whether or not a business day.
	 
	(6)	 	The Company hereby designates as Places of Payment for the Notes (i) the principal corporate
trust office of Deutsche Bank in the Borough of Manhattan, The City of New York, New York, or
(ii) any other banking institution hereafter selected by the officers of the Company. Such
Place of Payment shall also be (a) where the Notes may be presented for registration of
transfer or exchange, (b) where notices and demands to or upon the Company in respect of the
Notes or the Indenture may be made or served and (c) where the Notes may be presented for
payment of principal and interest.
	 
	(7)	 	The Notes are approved in the form attached hereto as Exhibit A and shall be issued
upon original issuance in whole in the form of book-entry Global Securities, and the
Depositary shall be The Depository Trust Company, New York, New York. Such Global














 






	 	 	Securities shall bear the legends set forth in the form of Note attached as Exhibit
A hereto.


	(8)	 	In addition to the circumstances specified in Section 2.15(c)(i) and (ii) of
the Indenture, the Global Securities may be exchanged for individual Notes in definitive
registered form if an Event of Default has occurred and is continuing.
	 
	(9)	 	The Company may redeem the Notes at any time prior to maturity in whole, or in part, at a
redemption price equal to the greater of:






	 	(a)	 	100% of the principal amount of the Notes to be redeemed, plus
accrued interest to the redemption date, or
	 
	 	(b)	 	the sum of the present values of the remaining principal amount
and scheduled payments of interest on the Notes to be redeemed (not including
any portion of payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis at the Treasury Rate
plus 70 basis points plus accrued interest to the redemption date.






	 	 	The redemption price shall be calculated assuming a 360-day year consisting of twelve 30-day
months.






	 	 	 	For purposes of the Notes:






     “Treasury Rate” means, with respect to any redemption date, the rate
per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated on the third business day preceding the redemption date,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that redemption date.




     “Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Notes that would be used, at the
time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.




     “Comparable Treasury Price” means, with respect to any redemption date:




	 	(x)	 	the average of the Reference Treasury Dealer
Quotations for that redemption date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, or
	 
	 	(y)	 	if the Trustee obtains fewer than five
Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations so received.




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     “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Trustee in consultation with the Company.




     “Reference Treasury Dealer” means (a) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and HSBC Securities (USA)
Inc. and their respective successors, unless any of them ceases to be a primary U.S.
government securities dealer in New York City (a “Primary Treasury Dealer”),
in which case the Company shall substitute another Primary Treasury Dealer, and (b)
any other Primary Treasury Dealer selected by the Company.




     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the trustee
by that Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding that redemption date.




     Notice of any redemption shall be given at least 30 days but not more than 60 days
before the redemption date to each Holder of the Notes to be redeemed. Notices of redemption
may not be conditional. Unless there exists a default in payment of the redemption price, on
and after the redemption date, interest shall cease to accrue on the Notes or portions of
the Notes called for redemption.




     If less than all of the Notes are to be redeemed at any time, the Trustee shall select
Notes for redemption on a pro rata basis, by lot or by such method as the Trustee deems fair
and appropriate; provided, however, that, so long as the Notes are held in
book-entry form, the Notes shall be selected for redemption in accordance with the
Depositary’s then-current practice.




	(10)	Upon the occurrence of a Change of Control Triggering Event (as defined herein), unless the
Company has exercised its right to redeem the Notes pursuant to paragraph (9) hereof, each
Holder of Notes will have the right to require the Company to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes as
provided herein (the “Change of Control Offer”) at a purchase price in cash equal to
101% of the aggregate principal amount of such Notes plus accrued and unpaid interest, if any,
on such Notes to the date of purchase (the “Change of Control Payment”). Within 30
days following any Change of Control Triggering Event, the Company shall send, by first class
mail, a notice to each Holder of Notes, with a written copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer. Such notice shall state:






	 	(i)	 	a description of the transaction or transactions that
constitute such Change of Control Triggering Event;
	 
	 	(ii)	 	that the Change of Control Offer is being made pursuant to this
paragraph (10) and that all Notes validly tendered will be accepted for
payment;




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	 	(iii)	 	the Change of Control Payment and the date on which the Change
of Control Payment will be made (the “Change of Control Payment Date”),
which shall be a Business Day that is no earlier than 30 days nor later than 60
days from the date the notice is mailed, other than as may be required by law;
	 
	 	(iv)	 	that any Note not tendered will continue to accrue interest;
	 
	 	(v)	 	that any Note accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest on and after the Change of Control
Payment Date unless the Company shall default in the Change of Control Payment
and the only remaining right of the Holder thereof is to receive the Change of
Control Payment upon surrender of such Note to the paying agent;
	 
	 	(vi)	 	that Holders of the Notes electing to have a portion of a Note
purchased pursuant to the Change of Control Offer may only elect to have such
Note purchased in a principal amount of $2,000 or integral multiples of $1,000
in excess thereof;
	 
	 	(vii)	 	that if a Holder of Notes elects to have such Notes purchased
pursuant to the Change of Control Offer it will be required to surrender such
Notes, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of such Notes completed, or transfer by book-entry transfer, to the
paying agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Change of Control Payment Date;
	 
	 	(viii)	 	that a Holder of Notes will be entitled to withdraw its election if the
Company receives, not later than the third Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Notes such
Holder delivered for purchase, and a statement that such Holder is withdrawing
its election to have such Notes purchased; and
	 
	 	(ix)	 	that if Notes are purchased only in part a new Note of the same
type will be issued in a principal amount equal to the unpurchased portion of
the Notes surrendered.






     On the Change of Control Payment Date, the Company shall, to the extent lawful, (a)
accept for payment all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (b) deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof properly tendered and (c) deliver or
cause to be delivered to the Trustee for cancellation the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Company. The paying agent shall



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promptly mail to each Holder of Notes properly tendered the Change of Control Payment
for such Notes, and the Trustee, upon receipt of an order from the Company, shall promptly
authenticate and mail (or cause to be transferred by book entry) to such Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered by such
Holder, if any, in denominations as set forth in the Indenture.




     The Company shall comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934 (the “Exchange Act”) and any other applicable securities laws
and regulations. To the extent that the provisions of any securities laws or regulations
conflict with this paragraph (10), the Company and Block will comply with the applicable
securities laws and regulations and will not be deemed to have breached its or their
obligations under this paragraph (10) by virtue of such conflicts.




     For purposes of the Notes:




     “Below Investment Grade Rating Event” means the ratings on the Notes
are lowered by each of the Rating Agencies and the Notes are rated below an
Investment Grade Rating by each of the Rating Agencies on any date from the date of
the public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of the Change
of Control (which 60-day period shall be extended so long as the rating of the Notes
is under publicly announced consideration for possible downgrade by any of the
Rating Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have
occurred in respect of a particular Change of Control (and thus shall not be deemed
a Below Investment Grade Rating Event for purposes of the definition of Change of
Control Triggering Event hereunder) if the Rating Agencies making the reduction in
rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee or the Company in writing at the Trustee’s or the
Company’s request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the Below Investment Grade Rating Event).




     “Capital Stock” of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any preferred
stock and limited liability or partnership interests (whether general or limited),
but excluding any debt securities convertible into such equity.




     “Change of Control” means the occurrence of any of the following:




   (a) the direct or indirect sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of Block’s properties or assets and of



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Block’s Subsidiaries’ properties or assets taken as a whole to any Person
or group of related “persons” (as that term is used in Section 13(d)(3) of the
Exchange Act) (a “Group”) other than the Company or Block or one of their
Subsidiaries;




   (b) the adoption of a plan relating to liquidation or dissolution of Block;




   (c) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any Person or Group becomes
the beneficial owner, directly or indirectly, of more than 50% of the then
outstanding number of shares of the Company’s or Block’s Voting Stock; or




   (d) the first day on which a majority of the members of the board of
directors of Block are not Continuing Directors.




     Notwithstanding the foregoing, a transaction will not be considered to be a
Change of Control if (i) Block becomes a direct or indirect wholly owned subsidiary
of a holding company and (ii) immediately following that transaction, (A) the direct
or indirect holders of the Voting Stock of the holding company are substantially the
same as the holders of Block’s Voting Stock immediately prior to that transaction or
(B) no Person or Group is the beneficial owner, directly or indirectly, of more than
50% of the Voting Stock of the holding company.




     “Change of Control Triggering Event” means the occurrence of both a
Change of Control and a Below Investment Grade Rating Event.




     “Continuing Director” means, as of any date of determination, any
member of the board of directors of Block who (i) was a member of the board of
directors of Block on the date of the issuance of the Notes or (ii) was nominated
for election, elected or appointed to Block’s board of directors with the approval
of a majority of the Continuing Directors who were members of the board of directors
of Block at the time of such nomination, election or appointment (either by a
specific vote or by approval of Block’s proxy statement in which such member was
named as a nominee for election as a director).




     “Investment Grade Rating” means a rating equal to or higher than Baa3
(or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.




     “Moody’s” means Moody’s Investors Service, Inc. or its successor.




     “Person” means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, limited
liability company, government or any agency or political subdivision thereof or any
other entity, and includes a “person” as used in Section 13(d)(3) of the Exchange
Act.



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     “Rating Agencies” means (i) each of Moody’s and S&P and (ii) if either
of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes
publicly available for reasons outside of the Company’s or Block’s control, a
“nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Block (as certified by a
resolution of the board of directors of Block) as a replacement agency for Moody’s
or S&P, or both of them, as the case may be.




     “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor.




     “Voting Stock” of a Person means all classes of Capital Stock of such
Person then outstanding and normally entitled to vote in the election of directors,
managers or trustees, as applicable.




	(11)	 	Unless a Change of Control Triggering Event has occurred, the Holders of the Notes shall not
have the right to demand repayment of the Notes prior to maturity.
	 
	(12)	 	The interest rate payable on the Notes shall be subject to adjustments from time to time if
either Moody’s or S&P downgrades (or subsequently upgrades) the debt rating assigned to the
Notes, as set forth below.






     If the rating from Moody’s of the Notes is decreased to a rating set forth in the
immediately following table, the interest rate on the Notes shall increase from the Original
Interest Rate by the percentage set forth opposite that rating:



	 	 	 	 	 
	    Rating	 	Percentage
	Ba1
	 	 	0.25	%
	Ba2
	 	 	0.50	%
	Ba3
	 	 	0.75	%
	B1 or below
	 	 	1.00	%







     If the rating from S&P of the Notes is decreased to a rating set forth in the
immediately following table, the interest rate on the Notes shall
increase from the Original
Interest Rate by the percentage set forth opposite that rating:



	 	 	 	 	 
	    Rating	 	Percentage
	BB+
	 	 	0.25	%
	BB
	 	 	0.50	%
	BB-
	 	 	0.75	%
	B+ or below
	 	 	1.00	%






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     Notwithstanding the foregoing, if at any time the interest rate on the Notes has been
adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its
rating of the Notes to any of the threshold ratings set forth in the tables above, the
interest rate on the Notes shall be decreased such that the interest rate for the Notes
equals the Original Interest Rate plus the percentages set forth opposite the ratings from
the tables above in effect immediately following the increase. If Moody’s subsequently
increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or
higher the interest rate on the Notes shall be decreased to the Original Interest Rate.




     Each adjustment required by any decrease or increase in a rating set forth above,
whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all
other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below
the Original Interest Rate or (2) the total increase in the interest rate on the Notes
exceed 2.00% above the Original Interest Rate.




     If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent
increase or decrease in the interest rate of the Notes necessitated by a reduction or
increase in the rating by the agency continuing to provide the rating shall be twice the
percentage set forth in the applicable table above. No adjustments in the interest rate of
the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a
rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on
the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original
Interest Rate.




     Any interest rate increase or decrease described above shall take effect from the first
day of the interest period during which a rating change requires an adjustment in the
interest rate.




     The interest rate on the Notes shall permanently cease to be subject to any adjustment
described above (notwithstanding any subsequent decrease in the ratings by either or both
rating agencies) and, if applicable, shall be decreased to the interest rate payable on the
Notes on the date of their issuance, if the Notes become rated A3 and BBB or higher by
Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency),
with a stable or positive outlook by each of the rating agencies.




	(13) 	The Notes shall be general unsecured obligations of the Company and shall rank equal in right
of payment, on a pari passu basis, with all of its other existing and future unsecured and
unsubordinated senior indebtedness. The Notes shall be fully and unconditionally guaranteed on
a senior unsecured basis by Block. The guarantee shall rank equal in right of payment, on a
pari passu basis, with all of Block’s existing and future unsecured and unsubordinated senior
indebtedness and guarantees.




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	(14)	 	The Notes shall not be subject to any sinking fund requirement.
	 
	(15)	 	Section 4.10 of the Indenture with respect to the Notes shall be replaced with the
following:






	 	 	 	Limitation on Liens. Unless Block contemporaneously secures the Notes
equally and ratably with (or prior to) such obligation, Block shall not, and
shall not permit any of its Subsidiaries to create or permit to exist any
Lien on any Principal Property, or any shares of stock or Indebtedness of
any Restricted Subsidiary whether owned on the date of issuance of the Notes
or thereafter acquired, securing any obligation except for:






	 	(i)	 	Permitted Liens; or
	 
	 	(ii)	 	Liens securing Indebtedness if, after giving pro forma effect
to the incurrence of such Indebtedness (and the receipt and
application of the proceeds thereof) or the securing of outstanding
Indebtedness, all Indebtedness of Block and its Subsidiaries secured
by Liens on any Principal Property (other than Permitted Liens), at
the time of determination does not exceed the greater of
$250,000,000 or 15% of the total consolidated stockholders’ equity
of Block as shown on the audited consolidated balance sheet
contained in the latest annual report to stockholders of Block.






	(16)	 	The definition of “Credit Agreement “ in the Indenture with respect to the Notes
shall be replaced with the following:






	 	 	 	“Credit Agreements “ means each of the following, as supplemented,
amended, modified, refinanced or replaced at any time from time to time:






	 	(a)	 	Credit and Guarantee Agreement dated as of January 10, 2008
among HSBC Finance Corporation, as lender, Block Financial LLC, as borrower,
and H&R Block, Inc.;
	 
	 	(b)	 	Amended and Restated Bridge Credit and Guarantee Agreement
(HSBC) dated as of December 20, 2007, among Block Financial LLC, H&R Block,
Inc. and HSBC Bank USA, National Association;
	 
	 	(c)	 	Amended and Restated Bridge Credit and Guarantee Agreement
(BNPP) dated as of December 20, 2007, among Block Financial LLC, H&R Block,
Inc., the lenders party thereto and BNP Paribas;
	 
	 	(d)	 	Amended and Restated Five-Year Credit and Guarantee Agreement
dated as of August 10, 2005 among Block Financial Corporation, H&R Block, Inc.,
the lenders party thereto, Bank of America, N.A., HSBC Bank USA, National
Association, Royal Bank of Scotland PLC, JPMorgan Chase Bank, N.A., and J.P
Morgan Securities Inc.;




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	 	(e)	 	Five-Year Credit and Guarantee Agreement dated as of August 10,
2005 among Block Financial Corporation, H&R Block, Inc., the lenders party
thereto, Bank of America, N.A., HSBC Bank USA, National Association, The Royal
Bank of Scotland PLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities,
Inc.;
	 
	 	(f)	 	Advances, Pledge and Security Agreement dated April 17, 2006,
between H&R Block Bank and the Federal Home Loan Bank of Des Moines; and
	 
	 	(g)	 	The Servicing Advance Facility among Option One Mortgage
Corporation, Greenwich Capital Financial Products, Inc. and The CIT
Group/Business Credit, Inc.






	(17)	 	The definition of “Permitted Lien” in the Indenture with respect to the Notes shall
be replaced with the following:






	 	 	 	“Permitted Liens” means, with respect to any Person,






	 	(a)	 	Pledges or deposits by such Person under worker’s compensation
laws, unemployment insurance laws, social security laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Indebtedness) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or deposits
of cash or bonds to secure performance, surety or appeal bonds to which such
Person is a party or which are otherwise required of such Person, or deposits
as security for contested taxes or import duties or for the payment of rent or
other obligations of like nature, in each case Incurred in the ordinary course
of business;
	 
	 	(b)	 	Liens imposed by law, such as carriers’, warehousemen’s,
laborers’, materialmen’s, landlords’, vendors’, workmen’s, operators’, factors
and mechanics liens, in each case for sums not yet due or being contested in
good faith by appropriate proceedings;
	 
	 	(c)	 	Liens for taxes, assessments and other governmental charges or
levies not yet delinquent or which are being contested in good faith by
appropriate proceedings;
	 
	 	(d)	 	Survey exceptions, encumbrances, easements or reservations of
or with respect to, or rights of others for or with respect to, licenses,
rights-of-way, sewers, electric and other utility lines and usages, telegraph
and telephone lines, pipelines, surface use, operation of equipment, permits,
servitudes and other similar matters, or zoning or other restrictions as to the
use of real property or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties which were not incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;




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	 	(e)	 	Liens existing on or provided for under the terms of agreements
existing on the the Issue Date (including, without limitation, under the
Credit Agreements);
	 
	 	(f)	 	Liens on property at the time Block or any of its Subsidiaries
acquired the property or the entity owning such property, including any
acquisition by means of a merger or consolidation with or into the Company;
provided, however, that any such Lien may not extend to any other property
owned by Block or any of its Subsidiaries;
	 
	 	(g)	 	Liens on any Principal Property, or any shares of stock or
Indebtedness of any Subsidiary, that Block or any Subsidiary acquires
(including by way of merger or consolidation) after the date of the Indenture
that are created contemporaneously with such acquisition, or within 24 months
thereafter, to secure or provide for the payment or financing of any part of
the purchase price thereof;
	 
	 	(h)	 	Liens arising from, or in connection with, any securitization,
sale or other transfer, or any financing, involving loans, servicing assets,
securities, receivables or other financial assets (or, in each case, portions
thereof, or participations therein) and/or, in each case, related rights and
interests;
	 
	 	(i)	 	Liens securing a Hedging Obligation so long as such Hedging
Obligation is of the type customarily entered into for the purpose of limiting
risk;
	 
	 	(j)	 	Purchase Money Liens;
	 
	 	(k)	 	Liens securing only Indebtedness of a Subsidiary of Block to
Block or one or more wholly owned Subsidiaries of Block;
	 
	 	(l)	 	Liens on any property to secure Indebtedness incurred in
connection with the construction, installation or financing of pollution
control or abatement facilities or other forms of industrial revenue bond
financing or Indebtedness issued or Guaranteed by the United States, any state
or any department, agency or instrumentality thereof;
	 
	 	(m)	 	Government Contract Liens;
	 
	 	(n)	 	Liens securing Indebtedness of joint ventures in which Block or
a Subsidiary has an interest to the extent such Liens are on property or assets
of such joint ventures;
	 
	 	(o)	 	Liens arising in connection with payables to brokers and
dealers in the ordinary course of business;
	 
	 	(p)	 	Liens arising in connection with deposits and other liabilities
incurred by banking and/or other financial services activities in the ordinary
course of business;




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	 	(q)	 	Banker’s Liens, rights of setoff and other similar Liens
existing solely with respect to bank accounts maintained by Block and its
Subsidiaries, in each case granted in the ordinary course of business in favor
of the bank or banks with which such accounts are maintained; provided that,
unless the Liens are non-consensual and arise by operation of law, the Liens
shall not secure (either directly or indirectly) the repayment of any
Indebtedness;
	 
	 	(r)	 	Liens resulting from the deposit of funds or evidences of
Indebtedness in trust for the purpose of defeasing Indebtedness of Block or any
of its Subsidiaries;
	 
	 	(s)	 	legal or equitable encumbrances deemed to exist by reason of
negative pledges or the existence of any litigation or other legal proceeding
and any related lis pendens filing (excluding any attachment prior to judgment
lien or attachment lien in aid of execution on a judgment);
	 
	 	(t)	 	any attachment Lien being contested in good faith and by
proceedings promptly initiated and diligently conducted, unless the attachment
giving rise thereto shall not, within sixty days after the entry thereof, have
been discharged or fully bonded or shall not have been discharged within sixty
days after the termination of any such bond;
	 
	 	(u)	 	any judgment Lien, unless the judgment it secures shall not,
within sixty days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within sixty
days after the expiration of any such stay;
	 
	 	(v)	 	Liens to banks arising from the issuance of letters of credit
issued by such banks;
	 
	 	(w)	 	Rights of a common owner of any interest in property held by
such Person;
	 
	 	(x)	 	Any defects, irregularities or deficiencies in title to
easements, rights-of-way or other properties which do not in the aggregate
materially adversely affect Block and its Subsidiaries taken as a whole; and
	 
	 	(y)	 	Liens to secure any refinancing, refunding, extension, renewal
or replacement (or successive refinancings, refundings, extensions, renewals or
replacements), as a whole, or in part, of any indebtedness secured by any Lien
referred to in the foregoing clauses (e) through (n); provided, however, that
(i) such new Lien shall be limited to all or part of the same property that
secured the original Lien (plus improvements on such property) and (ii) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (A) the outstanding principal amount or, if greater,
committed amount of the indebtedness described under clauses (e) through (j) at
the time the original Lien became a Permitted Lien under this Indenture and (B)
an amount




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	 	 	 	necessary to pay any fees and expenses, including premiums, related to such
refinancing, refunding, extension, renewal or replacement.






	(18)	 	Section 4.08 of the Indenture (Maintenance of Properties) shall not be applicable to
the Notes.
	 
	(19)	 	The only Events of Default with respect to the Notes shall be those listed in clauses
(a) through (h) of Section 6.01 of the Indenture.
	 
	(20)	 	Section 10.01 of the Indenture with respect to the Notes shall be replaced with the
following:






	 	 	 	Consolidations and Mergers of the Company. Neither Block nor the Company shall
consolidate with or merge with or into any Person, or convey, transfer or lease all
or substantially all the assets of Block on a consolidated basis, unless:






	 	(i)	 	either (a) the Company or Block shall be the continuing Person in the
case of a merger or (b) the resulting, surviving or transferee entity if
other than the Company (the “Successor Company”) shall be a Person
organized and existing under the laws of the United States, any State
thereof or the District of Columbia and expressly assumes, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company and Block
under the Notes according to their tenor, and this Indenture;
	 
	 	(ii)	 	immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Company or any
Subsidiary of Block as a result of such transaction as having been incurred
by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing;
and
	 
	 	(iii)	 	Block shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that such consolidation, merger or
transfer and each related supplemental Indenture, if any, complies with this
Indenture.






	(21)	 	The Notes shall be subject to Article XI of the Indenture (“Satisfaction and
Discharge of Indenture; Defeasance; Unclaimed Moneys”).
	 
	(22)	 	The Notes will be issued in registered form, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
	 
	(23)	 	The initial public offering price of the Notes is 99.896% of the principal amount thereof,
plus accrued interest, if any, from January 11, 2008;
	 
	(24)	 	The price to be received by the Company from the Underwriters pursuant to the Underwriting
Agreement dated January 8, 2008 among the Company, Block, Merrill




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	 	 	Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and HSBC Securities
(USA) Inc. for the Notes shall be 99.296% of the principal amount thereof;
	 
	(25)	 	In case of any conflict between this Certificate and the Notes in the form referred to in
paragraph (7), the Notes shall control.





[signature page follows]




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     IN WITNESS WHEREOF, I have signed my name as of this 11th day of January, 2008.



By: /s/ Becky S.
Shulman                              

Name: Becky S. Shulman

Title: Senior Vice President and Treasurer




By: /s/ Bret G.
Wilson                              

Name: Bret G. Wilson

Title: Secretary




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Exhibit A




[Form of Note]





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