EX-10.1






Exhibit 10.1




EXECUTION COPY




THIRD AMENDMENT TO

PROGRAM CONTRACTS





NOTE: CERTAIN MATERIAL HAS BEEN OMMITTED FROM THIS AGREEMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24b-2. THE LOCATIONS OF THESE OMISSIONS ARE INDICATED
THROUGHOUT THE AGREEMENT BY THE FOLLOWING MARKINGS: [***].



     This Third Amendment to Program Contracts (this “Third Amendment”), dated as of
December 5, 2008, is made by and among the following parties (collectively, the “Parties”):




HSBC Bank USA, National Association, a national banking association (“HSBC NA”);




HSBC Trust Company (Delaware), N.A., a national banking association (“HSBC Trust”);




HSBC Taxpayer Financial Services Inc., a Delaware corporation (“HSBC TFS”);




Beneficial Franchise Company Inc., a Delaware corporation (“Beneficial Franchise”);




HRB Tax Group, Inc., formerly H&R Block Services, Inc., a Missouri corporation (“Block
Services”) and successor by assignment of H&R Block Associates, L.P.’s, a Delaware
limited partnership, (“Block Enterprises”) rights and obligations under the Program
Contracts;




H&R Block Tax Services LLC, a Delaware limited liability company, successor by merger to
H&R Block Tax Services, Inc., a Missouri corporation (“Block Tax Services”);




H&R Block Enterprises LLC, a Delaware limited liability company, successor by merger to H&R
Block Enterprises, Inc., a Missouri corporation (“Block Enterprises”);




H&R Block Eastern Enterprises, Inc., a Missouri corporation (“Block Eastern
Enterprises”);




HRB Digital LLC, a Delaware limited liability company, successor by merger to H&R Block
Digital Tax Solutions, LLC, a Delaware limited liability company (“Block Digital”);



 









 






Block Financial LLC, a Delaware limited liability company, successor by merger to Block
Financial Corporation, a Delaware corporation;




HRB Innovations, Inc., formerly HRB Royalty, Inc., a Delaware corporation
(“Royalty”);




HSBC Finance Corporation, a Delaware corporation (“HSBC Finance”); and




H&R Block, Inc., a Missouri corporation (“H&R Block”).



RECITALS




     A. All the Parties hereto or their predecessors in interest, other than HSBC Trust, entered
into that certain HSBC Retail Settlement Products Distribution Agreement, dated as of September 23,
2005 (the “Original Retail Distribution Agreement”).



     B. All the Parties hereto, including HSBC Trust, as well as Block Financial Corporation, a
Delaware corporation, predecessor in interest to Block Financial LLC, a Delaware limited liability
company (“BFC”), entered into that certain Joinder and First Amendment to Program
Contracts, dated as of November 10, 2006 (the “First Amendment”), which amended the
Original Retail Distribution Agreement and the other Program Contracts (as defined therein).



     C. All the Parties hereto, including HSBC Trust, entered into that certain Second Amendment to
Program Contracts, dated as of November 13, 2006, (the “Second Amendment”), which amended
the Original Retail Distribution Agreement and the other Program Contracts (as defined therein).



     D. The Parties hereto desire to amend the Original Retail Distribution Agreement, as amended
by the First Amendment and the Second Amendment (the Original Retail Distribution Agreement, as
amended by the First Amendment and the Second Amendment, and all subsequent amendments and
restatements thereof and supplemental thereto, is referred to as the “Retail Distribution
Agreement”).



AGREEMENT




     ACCORDINGLY, the Parties to this Third Amendment agree as follows:


Section 1. Successors and Name Changes. The Block Companies represent that the following
mergers and name changes have occurred, and each of the Parties hereby acknowledges the following:




     (a) Effective as of October 10, 2008, H&R Block Services, Inc., a Missouri corporation has
changed its name to “HRB Tax Group, Inc.,” and accordingly all references to “H&R Block Services,
Inc.” in the Program Contracts shall be deemed to be a reference to HRB Tax Group, Inc.



2









 





     (b)  Effective as of December 31, 2007, H&R Block Tax Services LLC, a Delaware limited
liability company, is the successor by merger to H&R Block Tax Services, Inc., a Missouri
corporation (“Block Tax Services”) and accordingly succeeds to all of H&R Block Tax
Services, Inc.’s rights and obligations under the Program Contracts;



     (c) Effective as of December 31, 2007, H&R Block Enterprises LLC, a Delaware limited liability
company, is the successor by merger to H&R Block Enterprises, Inc., a Missouri corporation
(“Block Enterprises”) and accordingly succeeds to all of H&R Block Enterprises, Inc.’s
rights and obligations under the Program Contracts;



     (d) Effective as of December 31, 2007, HRB Digital LLC, is successor by merger to H&R Block
Digital Tax Solutions, LLC, a Delaware limited liability company (“Block Digital”) and
accordingly succeeds to all of H&R Block Digital Tax Solutions, LLC’s rights and obligations under
the Program Contracts;



     (e) Effective as of December 31, 2007, Block Financial LLC, a Delaware limited liability
company, is the successor by merger to BFC and accordingly succeeds to all of BFC’s rights and
obligations under the Program Contracts; and



     (f) Effective as of December 31, 2007, HRB Royalty, Inc., a Delaware corporation has changed
its name to “HRB Innovations, Inc.,” and accordingly all references to “Royalty” in the
Program Contracts shall be deemed to be a reference to HRB Innovations, Inc.



     (g) Effective as of July 1, 2008, H&R Block Associates, L.P. was dissolved.


Section 2. Removal of H&R Block Associates, L.P. and Beneficial Franchise Company Inc. as
parties. The Parties hereby consent to the removal of the following parties to the Program
Contracts: H&R Block Associates, L.P. effective as of July 1, 2008 and Beneficial Franchise Company
Inc. effective as of December 31, 2007. Block Services hereby assumes all remaining obligations of
H&R Block Associates, L.P. under the Program Contracts. 



Section 3. Paper Stock Reimbursement. Effective as of July 1, 2006, delete Section 14.12
of the Retail Distribution Agreement and insert the following in lieu thereof:




     “Section 14.12. Paper Stock Reimbursement. HSBC TFS shall reimburse the Block
Companies an amount equal to (a) fifty percent (50%) of all expenses, in the aggregate, incurred
during each year of the Term of this Retail Distribution Agreement by any of the Block Companies
(including, without duplication, expenses related to Franchisees) with respect to the purchase,
production, transportation and storage of the following paper documents relating to the Settlement
Products Program: pre-printed applications, documents entitled “Facts about RALs”, RAL and RAC
related disclosures required by state and local law, client status of application letters, RAL debt
collection notification letters, and check stock, less (b) eight hundred thousand dollars
($800,000). Within thirty (30) days following the last day of any year of the Term of this Retail
Distribution Agreement, the Block Enterprise Entities shall submit an invoice to HSBC TFS setting
forth the amount due hereunder, which invoice shall also list the aggregate expenses of the Block
Companies with respect to those items described in the immediately preceding sentence. HSBC TFS
shall



3









 




pay the Block Enterprise Entities the amount due hereunder within thirty (30) days of receipt
of such invoice from the Block Enterprise Entities. All payments made hereunder shall be via ACH
credit to an account designated in writing by the Block Enterprise Entities.”



Section 4.[***] . Effective as of July 1, 2008, add new Sections 14.3(d), (e), and (f) to
the Retail Distribution Agreement, as follows:



“(d) If an actual [***] .



(e) The Block Companies shall provide to HSBC TFS a tracking report prior to June 15 each year,
which tracking report will include [***] .



(f) HSBC TFS has the right to engage a third party at its own expense (a nationally recognized firm
such as Experian) to audit the Block Companies’ determination of the number of actual [***] .”



Section 5. [***] . Effective as of July 1, 2008, add new Sections 14.4(d), (e), and (f) to
the Retail Distribution Agreement, as follows:



“(d) If an actual [***] .



(e) The Block Companies shall provide to HSBC TFS a tracking report prior to June 15 each year,
which tracking report will include [***] .



(f) HSBC TFS has the right to engage a third party at its own expense (a nationally recognized firm
such as Experian) to audit the Block Companies’ determination of the number of actual [***] .”



Section 6. [***] . Effective as of July 1, 2008, add new Sections 14.5(d), (e), and (f) to
the Retail Distribution Agreement, as follows:



“(d) If an actual [***] .



(e) The Block Companies shall provide to HSBC TFS a tracking report prior to June 15 each year,
which tracking report will include [***] .



(f) HSBC TFS has the right, at its own expense, to engage a third party (a nationally recognized
firm such as Experian) to audit the Block Companies’ determination of the number of actual [***] .”



Section 7. Notices. Effective as of September 15, 2008, in Section 22.3 in the Retail
Distribution Agreement, delete the notice information pertaining to HSBC Finance and insert the
following in lieu thereof:



“If to HSBC Finance:                      HSBC Finance Corporation




4









 








	 	 	 
	 

	 	200 Somerset Corporate Blvd.

Bridgewater, NJ 08807

Telephone: 908-203-2414

Facsimile: 908-203-4211

Attention: Susan E. Artmann
	 
	 	 
	With a copy to (which shall not

Constitute notice hereunder):

	 	HSBC Finance Corporation

26525 N. Riverwoods Blvd.

Mettawa, IL 60045

Telephone: 224-544-2936

Facsimile: 225-552-2936

Attention: Managing General Counsel”






Section 8. Reference to and Effect Upon the Existing Program Contracts. 




     (a) Except as explicitly stated in this Third Amendment, all terms of the Program Contracts as
in effect immediately preceding execution of this Third Amendment shall remain in full force and
effect as provided therein and in accordance with the terms thereof.



     (b) Except as explicitly stated in this Third Amendment, the execution, delivery and
effectiveness of this Third Amendment shall not operate as a waiver of any right, power or remedy
of any party under the Program Contracts as in effect immediately preceding execution of this Third
Amendment, nor constitute a waiver of any provision of the Program Contracts as in effect
immediately preceding execution of this Third Amendment.



     (c) Upon the effectiveness of this Third Amendment, each reference in each of the Program
Contracts to “this Agreement”, “hereunder”, “hereof,” “herein” or words of similar import shall
mean and be a reference to such Program Contract as amended by this Third Amendment.


Section 9. Headings. Headings and captions used in this Third Amendment (including all
exhibits and schedules thereto) are included herein for convenience of reference only and shall not
constitute a part of this Second Amendment for any other purpose or be given any substantive
effect.



Section 10. Alternative Dispute Resolution. ANY DISPUTE BETWEEN OR AMONG THE PARTIES
HERETO ARISING OUT OF OR RELATING TO THIS THIRD AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN
(EXCEPT JUDICIAL ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF) SHALL BE RESOLVED AMONG THE
PARTIES TO SUCH DISPUTE BY NEGOTIATIONS, MEDIATION AND ARBITRATION IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE XXI OF THE RETAIL DISTRIBUTION AGREEMENT, WHICH ARE INCORPORATED HEREIN BY
REFERENCE.



Section 11. Governing Law; Submission To Jurisdiction. THIS THIRD AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MISSOURI. WITHOUT
LIMITING THE




5









 







EFFECT OF SECTION 5 HEREOF AND ARTICLE XXI OF THE RETAIL DISTRIBUTION AGREEMENT, EACH OF THE
PARTIES HERETO (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND/OR STATE COURTS SITTING
IN ST. LOUIS, MISSOURI FOR PURPOSES OF ALL LEGAL PROCEEDINGS FOR SPECIFIC PERFORMANCE OR INJUNCTIVE
RELIEF PERMITTED BY SECTION 21.12 OF THE RETAIL DISTRIBUTION AGREEMENT, (B) IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (C) IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN SUCH PROCEEDING IN THE MANNER PROVIDED FOR NOTICES IN SECTION 22.3 OF THE
RETAIL DISTRIBUTION AGREEMENT, AND (D) AGREES THAT NOTHING IN THIS THIRD AMENDMENT WILL AFFECT THE
RIGHT OF ANY PARTY TO THIS THIRD AMENDMENT TO SERVE PROCESS IN ANY SUCH PROCEEDING IN ANY OTHER
MANNER PERMITTED BY LAW.



Section 12. Waiver of Jury Trial. WITHOUT LIMITING THE EFFECT OF SECTION 9 HEREOF, EACH OF
THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT
OF OR RELATING TO THIS THIRD AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



Section 13 Counterparts. This Third Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Third Amendment shall become effective upon the
execution of a counterpart hereof by each of the parties hereto




[remainder of page intentionally blank]




6









 








     IN WITNESS WHEREOF, the following Parties have caused this Third Amendment to Program
Contracts to be executed by their respective duly authorized officers as of the date first set
forth above.



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,

a national banking association

 	 
	 	By:  	/s/ Eesh K. Bansal
 	 
	 	 	Name:  	Eesh K. Bansal 	 
	 	 	Title:  	SVP, Business Performance 	 
	 



	 	 	 	 	 
	 	HSBC TRUST COMPANY (DELAWARE), N.A.,

a national banking association

 	 
	 	By:  	/s/ Richard D. Leigh
 	 
	 	 	Name:  	Richard D. Leigh 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	HSBC TAXPAYER FINANCIAL SERVICES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John Butler
 	 
	 	 	Name:  	John Butler 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	BENEFICIAL FRANCHISE COMPANY INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Susan E. Artmann
 	 
	 	 	Name:  	Susan E. Artmann 	 
	 	 	Title:  	EVP 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HRB TAX GROUP, INC., formerly H&R

BLOCK SERVICES, INC.,

a Missouri corporation

 	 
	 	By:  	/s/ Mark A. Ciaramitaro
 	 
	 	 	Name:  	Mark A. Ciaramitaro 	 
	 	 	Title:  	VP, Products and Distribution 	 
	 



	 	 	 	 	 
	 	H&R BLOCK TAX SERVICES LLC, a Delaware limited liability company, successor by merger to H&R BLOCK

TAX SERVICES, INC., a Missouri corporation

 	 
	 	By:  	/s/ Mark A. Ciaramitaro
 	 
	 	 	Name:  	Mark A. Ciaramitaro 	 
	 	 	Title:  	VP, Products and Distribution 	 
	 



	 	 	 	 	 
	 	H&R BLOCK ENTERPRISES LLC, a Delaware limited

liability company, successor by merger to H&R BLOCK

ENTERPRISES, INC., a Missouri corporation

 	 
	 	By:  	/s/ Mark A. Ciaramitaro
 	 
	 	 	Name:  	Mark A. Ciaramitaro 	 
	 	 	Title:  	VP, Products and Distribution 	 
	 



	 	 	 	 	 
	 	H&R BLOCK EASTERN ENTERPRISES, INC., a Missouri corporation

 	 
	 	By:  	/s/ Mark A. Ciaramitaro
 	 
	 	 	Name:  	Mark A. Ciaramitaro 	 
	 	 	Title:  	VP, Products and Distribution 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HRB DIGITAL LLC, a Delaware limited liability

company, successor by merger to H&R BLOCK DIGITAL TAX
SOLUTIONS, LLC, a Delaware limited liability company

 	 
	 	By:  	/s/ Bret G. Wilson
 	 
	 	 	Name:  	Bret G. Wilson 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	HRB INNOVATIONS. INC., formerly HRB ROYALTY, INC., a
Delaware corporation

 	 
	 	By:  	/s/ Bret G. Wilson
 	 
	 	 	Name:  	Bret G. Wilson 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	BLOCK FINANCIAL LLC, a Delaware limited liability

company, successor by merger to BLOCK FINANCIAL

CORPORATION, a Delaware corporation

 	 
	 	By:  	/s/ Mark A. Ciaramitaro
 	 
	 	 	Name:  	Mark A. Ciaramitaro 	 
	 	 	Title:  	VP, Products and Distribution 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the following Parties hereto have caused this Third Amendment to Program
Contracts to be executed by their respective duly authorized officers as of the date first set
forth above solely for the limited purpose of acknowledging the amendments set forth herein in
connection with such Parties’ respective guaranties set forth in Article XX, and also for purposes
of Articles XXI and XXII of the Retail Distribution Agreement.



	 	 	 	 	 
	 	HSBC FINANCE CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ Susan E. Artmann
 	 
	 	 	Name:  	Susan E. Artmann 	 
	 	 	Title:  	EVP 	 
	 



	 	 	 	 	 
	 	H&R BLOCK, INC.,

a Missouri corporation

 	 
	 	By:  	/s/ Bret G. Wilson
 	 
	 	 	Name:  	Bret G. Wilson 	 
	 	 	Title:  	Secretary