Exhibit 10.21


 


EXECUTION COPY


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


FIRST AMENDMENT (this “Amendment”), dated as
of January 7, 2005, among JACKSON HEWITT INC., a Virginia corporation (the “Borrower”),
the lenders party to the Credit Agreement referred to below (the “Lenders”
and JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative
Agent”). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
(as defined below).


 


W I  T  N  E  S
S  E  T  H:


 


WHEREAS, the Parent, the Borrower, the Lenders and
the Administrative Agent are party to a Credit Agreement, dated as of June 25,
2004 (the “Credit Agreement”); and


 


WHEREAS, the Borrower and the undersigned Lenders
wish to provide the amendment provided for herein;


 


NOW, THEREFORE, it is agreed:


 


1.            Section
6.08 of the Credit Agreement is hereby amended by (A) deleting the “and” at the
end of clause (f) thereof and inserting “,” in lieu thereof and (B) inserting
the following at the end of clause (g) thereof “and (h) the Parent may
repurchase Equity Interests in the Parent in an aggregate amount during any
fiscal year not to exceed the greater of (i) 500,000 Equity Interests and (ii)
the number of Equity Interests in the Parent issued upon the exercise of stock
options during such fiscal year.”


 


2.            The
Borrower hereby represents and warrants that (A) no Default or Event of Default
shall have occurred and be continuing as of the Amendment Effective Date (as defined
below) after giving effect to this Amendment and (B) on the Amendment Effective
Date, both before and after giving effect to this Amendment, all
representations and warranties (unless stated to relate solely to an earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date) set forth in the
Credit Agreement and the other Credit Documents are true and correct in all
material respects (except to the extent such representations and warranties are
otherwise qualified by materiality in which case they shall be true and correct
in all respects).


 


3.            This
Amendment shall become effective on the date (the “Amendment Effective Date”)
when the Required Lenders, the Borrower, the Parent and the Subsidiary
Guarantors shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent.


 


4.            This
Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any
other Credit Document.


 


1





















 


5.            This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of counterparts shall be
lodged with the Borrower and the Administrative Agent.


 


6.           THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


* * *


 


2





















 


IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Amendment to be duly executed and delivered as of
the date hereof.


 


	
   

  	
  JACKSON
  HEWITT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark Heimbouch

  	
   

  
	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Barbara R. Marks

  	
   

  
	
   

  	
  Name:

  	
  Barbara
  R. Marks

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Elizabeth Kurilecz

  	
   

  
	
   

  	
  Name:

  	
  Elizabeth
  Kurilecz

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  CITIBANK
  F.S.B.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Robert Matthews

  	
   

  
	
   

  	
  Name:

  	
  Robert
  Matthews

  
	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  CREDIT
  SUISSE FIRST BOSTON,

  
	
   

  	
  acting
  through its Cayman Islands Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Bill O’Daly

  	
   

  
	
   

  	
  Name:

  	
  BILL O’DALY

  	
   

  
	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Cassandra Droogan

  	
   

  
	
   

  	
  Name:

  	
  CASSANDRA DROOGAN

  	
   

  
	
   

  	
  Title:

  	
  ASSOCIATE

  	
   

  
						



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  HSBC BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Joseph Travaglione

  	
   

  
	
   

  	
  Name:

  	
  JOSEPH
  TRAVAGLIONE

  
	
   

  	
  Title:

  	
  VP

  
					



 


[Signature
Page to First Amendment]


 





















 


	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Laurel LB Magruder

  	
   

  
	
   

  	
  Name:

  	
  Laurel
  LB Magruder

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  MERRILL
  LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ John C. Rowland

  	
   

  
	
   

  	
  Name:

  	
  John
  C. Rowland

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  THE
  BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Stephen G. Necel

  	
   

  
	
   

  	
  Name:

  	
  Stephen
  G. Necel

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 


[Signature Page to First Amendment]


 





















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Eugene S. Smith

  	
   

  
	
   

  	
  Name:

  	
  EUGENE
  S. SMITH

  
	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
					



 


[Signature Page to First Amendment]


 





















 


For purposes of the Credit Documents to which the Parent and the
Subsidiary Guarantors are party, by their respective signatures below, each of
the Parent and each Subsidiary Guarantor hereby consents and agrees to the
entering into of this Amendment and acknowledges and affirms that the each of
the Parent Guaranty and the Subsidiary Guaranty (each as amended, modified or
supplemented prior to the date hereof) remains in full force and effect in
accordance with its terms on the date hereof and after giving effect to this
Amendment:


 


 


	
   

  	
  JACKSON
  HEWITT TAX SERVICE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark Heimbouch

  	
   

  
	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HEWFANT
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark Heimbouch

  	
   

  
	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TAX
  SERVICES OF AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark Heimbouch

  	
   

  
	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
					



 


[Signature Page to First Amendment]