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EX-4.1
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tm2522221d5_ex4-1.htm
EXHIBIT 4.1

 

Exhibit 4.1

 

FIFTH SUPPLEMENTAL INDENTURE

 

THIS FIFTH SUPPLEMENTAL INDENTURE,
dated as of August 26, 2025, is among BLOCK FINANCIAL LLC (formerly known as Block Financial Corporation), a Delaware limited liability
company (the “ Company ”), H&R BLOCK, INC., a Missouri corporation (“ Block ”), DEUTSCHE BANK
TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as trustee under the Indenture referred to below (“ First Trustee ”),
and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as separate trustee under such Indenture in respect of the 5.375% Senior Notes Due
2032 (the “ Notes ”) to be issued by the Company under the Indenture as referred to below and as successor trustee to
the First Trustee for all purposes under the Indenture from and after the date hereof (“ U.S. Bank ”) (either First Trustee
or U.S. Bank, as applicable, being herein called the “ Trustee ”).

 

PRELIMINARY STATEMENT

 

WHEREAS, the Company and First
Trustee have entered into an Indenture, dated as of October 20, 1997 (the “ Indenture ”), by and among the Company,
Block and First Trustee, with respect to Debt Securities to be issued by the Company from time to time in one or more series. First Trustee
acted as trustee in respect of all series of Debt Securities which were issued prior to the date of the Second Supplemental Indenture
(as defined below), none of which remains outstanding. Capitalized terms used herein, not otherwise defined herein, shall have the meanings
given them in the Indenture.

 

WHEREAS, the Company and Trustee
have entered into a Second Supplemental Indenture, dated as of September 30, 2015 (the “ Second Supplemental Indenture ”),
by and among the Company, Block, First Trustee and U.S. Bank, with respect to Debt Securities to be issued by the Company from time to
time in one or more series. U.S. Bank has acted and will continue to act as trustee in respect of all series of Debt Securities which
have been issued after the date of the Second Supplemental Indenture and prior to the date of this Fifth Supplemental Indenture and remain
outstanding.

 

WHEREAS, Section 9.01(j) of
the Indenture provides that, under certain circumstances, a supplemental indenture may be entered into by the Company, Block and First
Trustee without the written consent of the Holders in order to appoint a successor or separate trustee with respect to one or more series
of Debt Securities.

 

WHEREAS, the Notes will be
issued pursuant to the Indenture, as supplemented by this Fifth Supplemental Indenture and an officers’ certificate of the Company
establishing the terms of the Notes.

 

WHEREAS, the First Trustee
desires to resign as Trustee under the Indenture.

 

WHEREAS, in accordance with
the terms of Section 9.01(j) of the Indenture, each of the Company, by a written consent of its Manager, and Block, by a resolution
of a duly appointed committee of its Board of Directors, has duly authorized this Fifth Supplemental Indenture, and U.S. Bank has agreed
to act as separate trustee with respect to the Notes and as successor trustee for all purposes under the Indenture.

 

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WHEREAS, each of the parties
has determined that this Fifth Supplemental Indenture is in form satisfactory to each of them.

 

WHEREAS, all things necessary
to make this Fifth Supplemental Indenture a valid agreement of the Company, Block, First Trustee and U.S. Bank and a valid amendment of
and supplement to the Indenture have been done.

 

WHEREAS, all amounts due and
owing to the First Trustee have been paid in full.

 

NOW, THEREFORE,

 

For and in consideration of
the premises provided in the Indenture, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Notes issued under the Indenture with effect from and after the date of this Fifth Supplemental Indenture, as follows:

 

Section 1.           Appointment.

 

Each of Block and the Company
hereby appoints U.S. Bank, and U.S. Bank hereby accepts such appointment, as the Trustee under the Indenture for the Notes and as successor
trustee to the First Trustee for all purposes under the Indenture. Each of Block, the Company and the First Trustee acknowledges that
this Fifth Supplement Indenture shall constitute written acceptance by U.S. Bank of its appointment for purposes of Section 7.08
of the Indenture.

 

Section 2.           Resignation
of the First Trustee.

 

Pursuant to Section 7.08
of the Indenture, the First Trustee hereby resigns as Trustee under the Indenture, as amended or supplemented.

 

Section 3.           Effectiveness;
Termination

 

(a)           This
Fifth Supplemental Indenture is entered into pursuant to and consistent with Section 9.01 of the Indenture, and nothing herein shall
constitute an amendment, supplement or waiver requiring the approval of any of the Holders pursuant to Section 9.02.

 

(b)           This
Fifth Supplemental Indenture shall become effective and binding on the Company, Block, First Trustee and U.S. Bank and the Holders of
the Debt Securities upon the execution and delivery by the parties to this Fifth Supplemental Indenture.

 

Section 4.           Reference
to and Effect on the Indenture.

 

(a)           On
and after the effective date hereof pursuant to Section 2 above, each reference in the Indenture to “the Indenture,”
“this Indenture,” “hereunder,” “hereof” or “herein” shall mean and be a reference to the
Indenture as supplemented by this Fifth Supplemental Indenture unless the context otherwise requires, and each reference in the Indenture
to “the Trustee” shall mean and be a reference to U.S. Bank, including in respect of all series of Debt Securities which have
been issued after the date of the Second Supplemental Indenture and remain outstanding, the Notes and for all other purposes under the
Indenture, unless the context otherwise requires.

 

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(b)           Except
as specifically amended above and in Section 6 below, the Indenture shall remain in full force and effect and is hereby ratified
and confirmed.

 

(c)          Nothing
contained herein or in the Indenture shall constitute First Trustee and U.S. Bank as co-trustees of the same trust, and each such Trustee
shall be Trustee of a trust or trusts under the Indenture separate and apart from any trust or trusts administered by any other such Trustee
(in the case of the First Trustee, solely to the extent applicable with respect to the series of Debt Securities issued prior to the date
of the Second Supplemental Indenture, which no longer remain outstanding).

 

(d)          The
Company’s obligation and covenant to compensate and indemnify the Trustee pursuant to Section 7.06 of the Indenture shall apply
to all reasonable expenses, disbursements and advances and any loss, liability or expense incurred by any Trustee (without negligence,
willful misconduct or bad faith on the part of such Trustee, its officers, directors, employees and agents) arising out of or in connection
with any series of Debt Securities under the Indenture, regardless of whether such Trustee is the Trustee of such series of Debt Securities.

 

Section 5.           Governing
Law.

 

This Fifth Supplemental Indenture
shall be construed and enforced in accordance with, and interpreted under, the internal laws of the State of New York.

 

Section 6.           Counterparts
and Methods of Execution.

 

This Fifth Supplemental Indenture
may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties, notwithstanding
that all parties have not signed the same counterpart. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Fifth Supplemental Indenture or any document to be signed in connection
with this Fifth Supplemental Indenture (including, without limitation, the Global Securities, the Guarantee and any Officers’ Certificate)
shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic
means, it being understood that Sections 2.04 and 2.19 of the Indenture shall be deemed amended solely with respect to the Notes to the
extent necessary to permit the execution and authentication of the applicable Global Securities and the Guarantee by such electronic signatures.
The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.

 

Section 7.           Titles.

 

Section titles are for
descriptive purposes only and shall not control or alter the meaning of this Fifth Supplemental Indenture as set forth in the text.

 

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Section 8.          The
Trustee.

 

(a)           Neither
Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture
(except as to itself).

 

(b)           In
the performance of its obligations hereunder, U.S. Bank, as the Trustee for the Notes and for all purposes under the Indenture, shall
be provided with all of the rights, benefits, protections, indemnities and immunities afforded to the Trustee pursuant to the Indenture.

 

[SIGNATURES ON NEXT PAGE]

 

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IN WITNESS WHEREOF, the Company,
Block, First Trustee and U.S. Bank have caused this Fifth Supplemental Indenture to be duly executed by their respective officers thereunto
duly authorized all as of the day and year first above written.

 

H&R BLOCK, INC.
 

 
 

By:
/s/ Colby R. Brown
 

Name: Colby R. Brown
 

Title: Vice President, Treasurer and
Insurance
 

 
 

BLOCK FINANCIAL LLC
 

 
 

By:
/s/ Colby R. Brown
 

Name: Colby R. Brown
 

Title: Vice President, Treasurer
 

 
 

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
 

as Trustee
 

 
 

By:
/s/ Linda Garcia
 

Name: Linda Garcia
 

Title: Vice President
 

 
 

DEUTSCHE BANK TRUST COMPANY AMERICAS,
 

as First Trustee
 

 
 

By:
/s/ Chris Niesz
 

Name: Chris Niesz
 

Title: Director
 

 
 

By:
/s/ Sebastian Hidalgo
 

Name: Sebastian Hidalgo
 

Title: Assistant Vice President
 

 

[Signature
Page to Fifth Supplemental Indenture]