FIRST AMENDMENT

Exhibit 10.30

FIRST AMENDMENT

     THIS FIRST AMENDMENT dated as of November 28, 2006 (this “Amendment”) amends the Five-Year Credit and Guarantee Agreement dated as of August 10, 2005 (the “Credit Agreement”) among Block Financial Corporation (the “Borrower”), H&R Block, Inc. (the “Guarantor”), various financial institutions (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

     WHEREAS, the Borrower, the Guarantor, the Lenders and the Administrative Agent have entered into the Credit Agreement; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1 Amendments. Subject to the satisfaction of the condition precedent set forth in Section 3, the Credit Agreement is amended as follows:

     1.1 Amendment to Section 3.8. Section 3.8 is amended in its entirety to read as follows:

     SECTION 3.8. Investment Company Status. Neither of the Credit Parties nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

     1.2 Amendments to Section 6.2. Section 6.2 is amended as follows:

     (a) Clause (m) is amended in its entirety to read as follows:

     (m) subject to the proviso at the end of this Section 6.2, Indebtedness incurred in connection with the Borrower’s Refund Anticipation Loan Program, including any Indirect RAL Participation Transaction; provided that (i) such Indebtedness is incurred during the period beginning on January 2 of any year and ending on June 29 of such year, (ii) such Indebtedness is repaid in full by June 30 of the year in which such Indebtedness is incurred and (iii) the covenants contained in any agreement relating to such Indebtedness, or guarantee thereof (other than covenants specific to the Borrower’s Refund Anticipation Loan Program and the operation thereof), are no more restrictive than the covenants contained in this Agreement;

     (b) The last paragraph is amended by deleting the clause beginning “except” at the end thereof and substituting the following therefor:

except that, during the period from January 2 of any year through June 30 of such year, such sum may exceed the greater of the Total Facility Commitments then in effect or the then Total Facility Loan Outstandings by an amount up to the total of (A) the aggregate

outstanding principal amount of Indebtedness described in subsection 6.2(m) and (B) $500,000,000.

     1.3 Amendment to Section 10.1. Section 10.1 (a) is amended in its entirety to read as follows:

     (a) if to the Borrower or the Guarantor, to it at Xxx X&X Xxxxx Xxx, Xxxxxx Xxxx, Xxxxxxxx 00000, Attention of Xxxxx Xxxxxxx (Telecopy No. (000) 000-0000), Xxxxx Xxxxxx (Telecopy No. (000) 000-0000) and Xxxxxx Xxxxxx (Telecopy No. (000) 000-0000);

     SECTION 2 Representations and Warranties. Each of the Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders that, after giving effect to the effectiveness hereof, (a) each representation and warranty set forth in Article III of the Credit Agreement (other than the representations and warranties set forth in subsections 3.4(b), 3.6(a)(i) and 3.6(b)) is true and correct in all material respects as of the date hereof with the same effect as if made on the date hereof (except to the extent related to a specific earlier date) and (b) no Default or Event of Default shall have occurred and be continuing.

     SECTION 3 Effectiveness. The amendments set forth herein shall become effective upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantor and the Required Lenders.

     SECTION 4 Miscellaneous.

     4.1 Continuing Effectiveness, etc. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.

     4.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of a counterpart hereof, or an executed signature hereto, by facsimile or by e-mail (in pdf or similar format) shall be effective as delivery of a manually-executed counterpart hereof.

     4.3 Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

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     Delivered as of the day and year first above written.

		BLOCK FINANCIAL CORPORATION
		By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Senior Vice President and Treasurer
		H&R BLOCK, INC.
		By:		/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Senior Vice President and Treasurer

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		JPMORGAN CHASE BANK, N.A., as Administrative Agent, as a Lender and as Swingline Lender
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxx
		Title: Managing Director JPMorgan Chase Bank

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		BANK OF AMERICA, N.A.
		By:		/s/ Alexa X. Xxxxxxxx
		Name: Alexa X. Xxxxxxxx
		Title: Senior Vice President

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		HSBC BANK USA, NATIONAL ASSOCIATION
		By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

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GREENWICH CAPITAL MARKETS, INC.,
AS AGENT FOR THE ROYAL BANK OF
SCOTLAND PLC

/s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx

Vice President

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		BNP PARIBAS
		By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Vice-President
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Director

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		CALYON NEW YORK BRANCH
		By:		/s/ Xxxxxxxxx Xxxxx
		Name: Xxxxxxxxx Xxxxx
		Title: Managing Director
		By:		/s/ [ILLEGIBLE]
		Name: [ILLEGIBLE]
		Title: Director

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		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Director

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		XXXXX FARGO BANK, N.A.
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title: Vice President

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		CITIBANK, N.A.
		By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Vice President

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		XXXXXX BROTHERS BANK, FSB
		By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Authorized Signatory

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		XXXXXX XXXX, N.A.
		By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: First Vice President

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		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Senior Vice President

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		COMERICA BANK
		By:		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Assistant Vice President

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		XXX XXXX XX XXX XXXX
		By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President

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XXXXXXXX XXXX XX, XXX XXXX BRANCH

By:

Name:

Title:

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		XXXXX XXXXX XXXX
		By:		/s/ Xxxxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxxxx X. Xxxxx
		Title: Vice President

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		XXXXX XXXX XX XXXXXX
		By:		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Attorney-in-Fact

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		SUNTRUST BANK
		By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Managing Director

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		XXXXXXX XXXXX BANK USA
		By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Director

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		SUMITOMO MITSUI BANKING CORPORATION
		By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Joint General Manager

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		UBS LOAN FINANCE LLC
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Director
		By:		/s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Associate Director

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		BANK MIDWEST, N.A.
		By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President

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XXXXX XXX COMMERCIAL BANK, LTD.

By:

Name:

Title:

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COMMERCE BANK, N.A.

By:

Name:

Title:

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		NATIONAL CITY BANK
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Senior Vice President

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		PNC BANK, NATIONAL ASSOCIATION
		By:		/s/ Xxxxx X. XxXxxxxx
		Name: Xxxxx X. XxXxxxxx
		Title: Vice President

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		UMB BANK, N.A.
		By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Senior Vice President

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