EX-10.1 3 d308610dex101.htm 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