First Amendment to Amended and Restated Five-Year Credit and Guarantee Agreement among Block Financial Corporation, H&R Block, Inc., and Lenders

Exhibit 10.31

FIRST AMENDMENT

     THIS FIRST AMENDMENT dated as of November 28, 2006 (this “Amendment”) amends the Amended and Restated 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 One H&R Block Way, Kansas City, Missouri 64105, Attention of Becky Shulman (Telecopy No. (816)  ###-###-####), David Staley (Telecopy No. (816)  ###-###-####) and Andrew Somora (Telecopy No. (816)  ###-###-####);

     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.

     Delivered as of the day and year first above written.

		BLOCK FINANCIAL CORPORATION
		By:		/s/ Becky S. Shulman
		Name:		Becky S. Shulman
		Title:		Senior Vice President and Treasurer
		H&R BLOCK, INC.
		By:		/s/ Becky S. Shulman
		Name:		Becky S. Shulman
		Title:		Senior Vice President and Treasurer

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

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

		GREENWICH CAPITAL MARKETS, INC., AS AGENT FOR THE ROYAL BANK OF SCOTLAND PLC
		/s/ Fergus Smail
		Fergus Smail
		Vice President

		BARCLAYS CAPITAL PLC
		By:
		Name:
		Title:

		HSBC BANK USA, NATIONAL ASSOCIATION
		By:		/s/ Peter Nealon
		Name:		Peter Nealon
		Title:		Managing Director

		CITIBANK, N.A.
		By:		/s/ Andrew Kreeger
		Name:		Andrew Kreeger
		Title:		Vice President

		KEY BANK NATIONAL ASSOCIATION
		By:		/s/ Donald F. Carmichael, Jr.
		Name:		Donald F. Carmichael, Jr.
		Title:		Vice President

		WELLS FARGO BANK, N.A.
		By:		/s/ Thiplada Siddiqui
		Name:		Thiplada Siddiqui
		Title:		Vice President

		CALYON NEW YORK BRANCH
		By:		/s/ Sebastian Rocco
		Name:		Sebastian Rocco
		Title:		Managing Director
		By:		/s/ [ILLEGIBLE]
		Name:		[ILLEGIBLE]
		Title:		Director

		MELLON BANK, N.A.
		By:		/s/ Daniel Beagle
		Name:		Daniel Beagle
		Title:		First Vice President

		ROYAL BANK OF CANADA
		By:		/s/ Dustin Craven
		Name:		Dustin Craven
		Title:		Attorney-in-Fact

		SUNTRUST BANK
		By:		/s/ Steven A. Deily
		Name:		Steven A. Deily
		Title:		Managing Director

		U.S. BANK NATIONAL ASSOCIATION
		By:		/s/ Michael J. Reymann
		Name:		Michael J. Reymann
		Title:		Senior Vice President

		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:		/s/ Joan Anderson
		Name:		Joan Anderson
		Title:		Director

		BNP PARIBAS
		By:		/s/ Tomasz Rydel
		Name:		Tomasz Rydel
		Title		Vice-President
		By:		/s/ Chris Grumboski
		Name:		Chris Grumboski
		Title:		Director

		COMERICA BANK
		By:		/s/ Mark J. Leveille
		Name:		Mark J. Leveille
		Title:		Assistant Vice President

		E.SUN COMMERCIAL BANK, LTD. (LOS ANGELES)
		By:
		Name:
		Title:

		DEUTSCHE BANK AG NEW YORK BRANCH
		By:
		Name:
		Title:

		FIFTH THIRD BANK
		By:		/s/ Christopher D. Jones
		Name:		Christopher D. Jones
		Title:		Vice President

		LEHMAN BROTHERS BANK, FSB
		By:		/s/ Janine M. Shugan
		Name:		Janine M. Shugan
		Title:		Authorized Signatory

		MERRILL LYNCH BANK USA
		By:		/s/ Louis Alder
		Name:		Louis Alder
		Title:		Director

		SUMITOMO MITSUI BANKING CORPORATION
		By:		/s/ Shigeru Tsuru
		Name: Title:		Shigeru Tsuru Joint General Manager

		UBS LOAN FINANCE LLC
		By:		/s/ Richard L. Tavrow
		Name:		Richard L. Tavrow
		Title:		Director
		By:		/s/ Irja R. Otsa
		Name:		Irja R. Otsa
		Title:		Associate Director

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

		CHANG HWA COMMERCIAL BANK, LTD.
		By:
		Name:
		Title:

		COMMERCE BANK, N.A.
		By:
		Name:
		Title:

		NATIONAL CITY BANK
		By:		/s/ Michael J. Durbin
		Name:		Michael J. Durbin
		Title:		Senior Vice President

		PNC BANK, NATIONAL ASSOCIATION
		By:		/s/ Louis K. McLinden
		Name:		Louis K. McLinden
		Title:		Vice President

		UMB BANK, N.A.
		By:		/s/ Thomas S. Terry
		Name:		Thomas S. Terry
		Title:		Senior Vice President