March 2, 2012

Exhibit 10.1

Xxxxx 0, 0000

Xxxxx Financial LLC

H&R Block, Inc.

Xxx X&X Xxxxx Xxx

Xxxxxx Xxxx, XX 00000

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/ Xxxxx Xxxxxx
		Name:  Xxxxx Xxxxxx
		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/ Xxxxxxx Soo
		Name:  Xxxxxxx Soo
		Title:    Vice President

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

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxxx X. Xxxxxxxxx, III
		Name:  Xxxxxxxx X. Xxxxxxxxx, III
		Title:    Managing Director

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

COMPASS BANK, as a Lender
By:		/s/ Xxxxx Xxxxxx
		Name:  Xxxxx Xxxxxx
		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/ Xxxxxxxx Xxxxxxx
		Name:  Xxxxxxxx Xxxxxxx
		Title:    Director
By:		/s/ Xxx Xxxxx
		Name:  Xxx Xxxxx
		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/ Xxxx X. Xxx
		Name:  Xxxx X. Xxx
		Title:     Vice President
By:		/s/ Xxxxx Xxxxxxxxx
		Name:  Xxxxx Xxxxxxxxx
		Title:    Director

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

SCOTIABANC INC., as a Lender
By:		/s/ X. Xxxxx
		Name:  X. Xxxxx
		Title:    Director
THE BANK OF NOVA SCOTIA, as a Lender
			By:		/s/ Xxxxx Xxxxxxxxxxxx
		Name:  Xxxxx Xxxxxxxxxxxx
		Title:    Director

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

SUNTRUST BANK, as a Lender
By:		/s/ Xxxxx Xxxxxxx
		Name:  Xxxxx Xxxxxxx
		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/ Xxxxx Xxxxxx
		Name:    Xxxxx Xxxxxx
		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/ Xxxxxx Xxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxx
		Title:    Authorized Signatory

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

CIBC INC., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxx
		Title:    Executive Director
By:		/s/ Xxxx Xxxxx
		Name:  Xxxx Xxxxx
		Title:    Executive Director

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

COMERICA BANK, as a Lender
By:		/s/ Xxxx X. Xxxxxxxx
		Name:  Xxxx X. Xxxxxxxx
		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/ Xxxxxx XxXxxxxx
		Name:  Xxxxxx XxXxxxxx
		Title:    Vice President

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

KEYBANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:  Xxxxxxxx Xxxxxxxx
		Title:    Vice President

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

PNC BANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name:  Xxxxxxx X. Xxxxxxx
		Title:    Vice President

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

ROYAL BANK OF CANADA, as a Lender
By:		/s/ Xxxxxxxx Xxx-You
		Name:  Xxxxxxxx Xxx-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/ Xxxx X. Xxxxx
		Name:  Xxxx X. Xxxxx
		Title:    Associate Director
By:		/s/ Xxxx X. Xxxx
		Name:  Xxxx X. Xxxx
		Title:    Associate Director

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

XXXXXXX SACHS BANK USA,
as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name:  Xxxxxxxx Xxxxxxx
		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/ Xxxxxxx X. Xxxx
		Name:  Xxxxxxx 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/ Xxxxxxx X. Xxxxxxx XX
		Name:  Xxxxxxx X. Xxxxxxx XX
		Title:    Vice President

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

UMB BANK, N.A. as a Lender
By:		/s/ Xxxxxx Xxx
		Name:  Xxxxxx Xxx
		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/ Xxxxx Xxx
		Name:  Xxxxx Xxx
		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/ Xxxxx Xxxxxx
		Name:  Xxxxx Xxxxxx
		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/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President and Treasurer
		H&R BLOCK, INC.
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President and Treasurer

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