First Amendment to Credit Agreement



 Exhibit 10.1 
 March 2, 2012 
 Block Financial LLC 
 H&R Block, Inc. 
 One H&R Block Way 

Kansas City, MO 64105 
 Re:
First Amendment to Credit Agreement (“First Amendment”) 
 Ladies/Gentlemen: 

Please refer to the Credit and Guarantee Agreement dated as of March 4, 2010 (the “Credit Agreement”) among Block
Financial LLC (the “Borrower”), H&R Block, Inc. (the “Guarantor”), various financial institutions (the “Lenders”) and Bank of America, N.A., as Administrative Agent. Capitalized terms used but
not otherwise defined herein have the respective meanings assigned to them in the Credit Agreement. 
 The parties hereto agree
as follows: 
 1. At the request of the Borrower and the Guarantor, the parties hereto agree that Section 6.01 of the
Credit Agreement is amended by deleting the amount “$650,000,000” therein and substituting “$500,000,000” therefor. 
 2. This First Amendment shall become effective upon receipt by the Administrative Agent of counterparts hereof executed by the Required Lenders, the Borrower and the Guarantor. 

3. To induce the Lenders to enter into this First Amendment, the Borrower and the Guarantor represent and warrant that (a) the
execution, delivery and performance of this First Amendment have been duly authorized by all necessary corporate action on the part of such Credit Party; (b) this First Amendment has been duly executed and delivered by such Credit Party and
constitutes a legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (c) as of the date of this First Amendment, (i) the representations and warranties of the Credit Parties set forth in
Article III of the Credit Agreement are true and correct in all material respects (except to the extent related to a specific earlier date) and (ii) no Default has occurred and is continuing. 

4. Except as specifically set forth herein, the Credit Agreement shall remain in full force and effect and is hereby ratified in all
respects. This First Amendment may be executed in counterparts and by the parties hereto on separate counterparts. A signature page hereto delivered by facsimile or in a pdf file shall be effective as delivery of an original counterpart. 

5. The provisions of Sections 10.04 (Expenses; Indemnity; Damage Waiver), 10.11 (Governing Law; Jurisdiction; Etc.) and
10.12 (Waiver of Jury Trial) of the Credit Agreement are incorporated by reference into this First Amendment as if fully set forth herein, mutatis mutandis. 
 [Signature Pages Follow] 








			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 /s/ Aamir Saleem

		 	Name:  Aamir Saleem
		 	Title:    Vice President



  

					
		  	S-1	  	 Signature Page to First Amendment
 to H&R Block Credit Agreement
  











			
	 BANK OF AMERICA, N.A., as a Lender
 and Swingline Lender

		
	By:	 	 /s/ William Soo

		 	Name:  William Soo
		 	Title:    Vice President



  

					
		  	S-2	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a Lender

		
	By:	 	 /s/ Reginald M. Goldsmith, III

		 	Name:  Reginald M. Goldsmith, III
		 	Title:    Managing Director
		 	



  

					
		  	S-3	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  










 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Ramon Garcia

		 	Name:  Ramon Garcia
		 	Title:    Vice President



  

					
		  	S-4	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 CREDIT AGRICOLE CORPORATE &
 INVESTMENT BANK, as a Lender

		
	By:	 	 /s/ Matthias Guillet

		 	Name:  Matthias Guillet
		 	Title:    Director
		
	By:	 	 /s/ Mel Smith

		 	Name:  Mel Smith
		 	Title:    Vice President



  

					
		  	S-5	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender

		
	By:	 	 /s/ Ming K. Chu

		 	Name:  Ming K. Chu
		 	Title:     Vice President
		
	By:	 	 /s/ Heidi Sandquist

		 	Name:  Heidi Sandquist
		 	Title:    Director



  

					
		  	S-6	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 SCOTIABANC INC., as a Lender

		
	 By:
	 	 /s/ H. Thind

		 	Name:  H. Thind
		 	Title:    Director
	
	 THE BANK OF NOVA SCOTIA, as a Lender


		
	By:	 	 /s/ David Schwartzbard

		 	Name:  David Schwartzbard
		 	 Title:    Director




  

					
		  	S-7	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 SUNTRUST BANK, as a Lender

		
	By:	 	 /s/ David Bennett

		 	Name:  David Bennett
		 	Title:    Vice President



  

					
		  	S-8	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 TORONTO DOMINION (NEW YORK)

LLC, as a Lender

		
	By:	 	 /s/ Robyn Zeller

		 	Name:    Robyn Zeller
		 	Title:



  

					
		  	S-9	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 THE BANK OF TOKYO MITSUBISHI

UFJ, LTD., as a Lender

		
	By:	 	 /s/ Thomas Danielson

		 	Name:  Thomas Danielson
		 	Title:    Authorized Signatory



  

					
		  	S-10	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	CIBC INC., as a Lender
		
	 By:
	 	 /s/ Dominic J. Sorresso

		 	Name:  Dominic J. Sorresso
		 	Title:    Executive Director
		
	 By:
	 	 /s/ Eoin Roche

		 	Name:  Eoin Roche
		 	Title:    Executive Director



  

					
		  	S-11	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 COMERICA BANK, as a Lender

		
	 By:
	 	 /s/ Mark J. Leveille

		 	Name:  Mark J. Leveille
		 	Title:    Vice President



  

					
		  	S-12	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Magnus McDowell

		 	Name:  Magnus McDowell
		 	Title:    Vice President



  

					
		  	S-13	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 KEYBANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Suzannah Valdivia

		 	Name:  Suzannah Valdivia
		 	Title:    Vice President



  

					
		  	S-14	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 PNC BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Jessica L. Fabrizi

		 	Name:  Jessica L. Fabrizi
		 	Title:    Vice President



  

					
		  	S-15	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 ROYAL BANK OF CANADA,
 as a Lender

		
	By:	 	 /s/ Jennifer Lee-You

		 	Name:  Jennifer Lee-You
		 	Title:    Attorney In Fact



  

					
		  	S-16	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ Mary E. Evans

		 	Name:  Mary E. Evans
		 	Title:    Associate Director
		
	By:	 	 /s/ Irja R. Otsa

		 	Name:  Irja R. Otsa
		 	Title:    Associate Director



  

					
		  	S-17	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	GOLDMAN SACHS BANK USA,
	as a Lender
		
	 By:
	 	 /s/ Michelle Latzoni

		 	Name:  Michelle Latzoni
		 	Title:    Authorized Signatory



  

					
		  	S-18	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	 By:
	 	 /s/ Roberts A. Bass

		 	Name:  Roberts A. Bass
		 	Title:    Senior Vice President



  

					
		  	S-19	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	FIFTH THIRD BANK, as a Lender
		
	 By:
	 	 /s/ Garland F. Robeson IV

		 	Name:  Garland F. Robeson IV
		 	Title:    Vice President



  

					
		  	S-20	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 UMB BANK, N.A. as a Lender

		
	By:	 	 /s/ Martin Nay

		 	Name:  Martin Nay
		 	Title:    Senior Vice President



  

					
		  	S-21	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	 THE BANK OF EAST ASIA, LIMITED,
 NEW YORK BRANCH, as a Lender

		
	By:	 	 /s/ James Hua

		 	Name:  James Hua
		 	Title:    Senior Vice President
		
	By:	 	 /s/ Kitty Sin

		 	Name:  Kitty Sin
		 	Title:    Senior Vice President



  

					
		  	S-22	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  











			
	COMMERCE BANK N.A., as a Lender
		
	By:	 	 /s/ Angie Currie

		 	Name:  Angie Currie
		 	Title:    Officer



  

					
		  	S-23	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement
  










 Agreed to and accepted as of the date first written above: 


			
	
	 BLOCK FINANCIAL LLC

		
	By:	 	 /s/ Vincent C. Clark

	Name:	 	Vincent C. Clark
	Title:	 	Vice President and Treasurer
		
		 	H&R BLOCK, INC.
		
	By:	 	 /s/ Vincent C. Clark

	Name:	 	Vincent C. Clark
	Title:	 	Vice President and Treasurer


  

					
		  	S-24	  	 Signature Page to First Amendment
 to Block Financial Credit Agreement