Exhibit 10.22


 


jackson hewitt tax service inc.


and


jackson
hewitt inc.


 


first
amendment to note purchase agreement


 


Dated as of January 7, 2005


 


	
  Re:

  	
  Note
  Purchase Agreement dated as of June 21, 2004

  and

  $175,000,000 Floating Rate Senior Notes due June 25, 2009

  	
   

  



 


To each of the institutional
investors (the “Noteholders”)


Named in Schedule I attached
hereto


 


Ladies and Gentlemen:


 


Reference is made to the
Note Purchase Agreement dated as of June 21, 2004 (the “Note Purchase Agreement”) by and among
Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”), Jackson Hewitt Inc., a
Virginia corporation (the “Issuer”), and
each of the institutional investors party thereto, under and pursuant to which,
among other things, the Issuer originally issued and sold its Floating Rate
Senior Notes due June 25, 2009 in an aggregate principal amount of $175,000,000
(the “Notes”), Terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Note Purchase Agreement.


 


The Company and the Issuer
hereby jointly and severally agree with you in this First Amendment to Note
Purchase Agreement (this or the “First
Amendment”) as follows:


 


section
1.                                amendment to section
10.4 (restricted payments) op notepurchase agreement.


 


Section 10.4 of the Note
Purchase Agreement shall be and is hereby amended by (A) deleting the “and” at
the end of clause (f) thereof and substituting “,” in lieu thereof and (B) inserting
the following at the end of clause (g) thereof “and (h) the Company may repurchase
Capital Stock in the Company in an aggregate amount during any fiscal year not
to exceed the greater of (i) 500,000 shares of such Capital Stock of the
Company and (ii) the number of shares of Capital Stock of the Company issued
upon the exercise of stock options during such fiscal year.”


 





















 




	
  Jackson Hewitt Tax Service Inc.

  	
   

  	
  First Amendment to

  
	
  Jackson Hewitt Inc,

  	
   

  	
  Note Purchase Agreement

  






 


section
2.                                representations and
warranties.


 


The Company and the Issuer
hereby jointly and severally represent and warrant that as of the date hereof:


 


(a)                             The execution and delivery of the First
Amendment by the Company and the Issuer and compliance by the Company and the
Issuer with all of the provisions of the Note Purchase Agreement, as amended by
the First Amendment —


 


(i)                                     are within the corporate power and authority
of the Company and the Issuer, as the case may be; and


 


(ii)                                  will not violate any provisions of any law or
any order of any court or governmental authority or agency and will not
conflict with or result in any breach of any of the terms, conditions or
provisions of, or constitute a default under the articles or certification of
incorporation or by-laws of the Company and the Issuer, as the case may be, or
any indenture or other agreement or instrument to which the Company or the
Issuer is party or by which the Company or the Issuer may be bound or result in
the imposition of any Liens or encumbrances on any property of the Company or
the Issuer.


 


(b)                            The execution and delivery of the First
Amendment has been duly authorized by all necessary corporate action on the
part of the Company and the Issuer (no action by the stockholders of the
Company or the Issuer being required by law, by the articles or certificate of
incorporation or by-laws of the Company or the Issuer or otherwise, other than
those actions which have been obtained or effected); and the First Amendment
has been duly executed and delivered by the Company and the Issuer, as the case
may be, and the Note Purchase Agreement, as amended by the First Amendment,
constitutes the legal, valid and binding obligation, contract and agreement of
the Company and the Issuer enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors’ rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).


 


(c)                             Upon the effectiveness of this First
Amendment and that certain First Amendment to Credit Agreement, dated as of
January 7, 2005 (the “Credit Agreement
Amendment”), in respect of the Bank Credit Agreement, no Default or
Event of Default exists or shall be continuing under the Note Purchase
Agreement.


 


(d)                            Neither the Company or the Issuer nor any
Subsidiary has paid any fees or other consideration (other than routine fees of
counsel) to any other lender holding Debt of the Company or the Issuer in
connection with the execution and delivery of any amendment or waiver
pertaining or relating to the subject matter of this First Amendment.


 


2





















 


sections
3.                         miscellaneous.


 


Section
3.1. Ratification of Note Purchase Agreement. Except as herein expressly amended, the Note
Purchase Agreement is in all respects ratified and confirmed.  If and to the extent that any of the terms or
provisions of the Note Purchase Agreement is in conflict or inconsistent with
any of the terms or provisions of this First Amendment, this First Amendment
shall govern.


 


Section 3.2.
References to Note Purchase Agreement.  References in the Note Purchase Agreement or
in any Note, certificate, instrument or other document related to or delivered
in connection with the transactions contemplated by the Note Purchase Agreement
shall be deemed to be references to the Note Purchase Agreement as amended
hereby and as further amended from time to time.


 


Section
3.3. Successors and Assigns.  This First Amendment shall be binding upon
the Company and the Issuer and their respective successors and assigns and
shall inure to the benefit of each Noteholder and such Noteholder’s successors
and assigns, including each successive holder or holders of any Notes.


 


Section 3.4.
Requisite Approval; Expenses. This First Amendment shall be effective as of the date first written
above upon the satisfaction of the following conditions precedent: (a) the
Company, the Issuer and the Required Holders shall have executed this First
Amendment, (b) each of the Subsidiary Guarantors shall have executed and delivered
the Acknowledgment and Consent in respect of the Subsidiary Guaranty and this
First Amendment in the form attached hereto as Exhibit A, (c) the Company, the
Issuer and the requisite lenders under the Bank Credit Agreement shall have
executed and delivered the Credit Agreement Amendment and the Noteholders shall
have received a duly executed copy thereof, and (d) the Company and the Issuer
shall have paid all reasonable out-of-pocket expenses incurred by each
Noteholder in connection with the consummation of the transactions contemplated
by this First Amendment, including, without limitation, the fees, expenses and
disbursements of Chapman and Cutler LLP, which are reflected in statements of
such counsel rendered on or prior to the date of this First Amendment.


 


Section 3.5.
Counterparts. This
First Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement.


 


Section
3.6. Governing Law. The
Note Purchase Agreement, as amended by this First Amendment, and the Notes
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


Signature
Pages Follow


 


3





















 


in
witness whereof, each of the
Company and the Issuer has executed
this First Amendment to Note Purchase
Agreement as of the day and year first above written.


 


	
   

  	
  JACKSON
  HEWITT TAX SERVICE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark Heimbouch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JACKSON
  HEWITT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark Heimbouch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
					



 





















 


This First Amendment to Note
Purchase Agreement is accepted and agreed to as of the day and year first above
written.


 


	
   

  	
  SUNAMERICA
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  AIG
  Global Investment Corp.,

  
	
   

  	
   

  	
  Investment
  Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Lorri White

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lorri
  White

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 





















 


This First Amendment to Note
Purchase Agreement is accepted and agreed to as of the day and year first above
written.


 


	
   

  	
  monumental life insurance company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mary T. Pech

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mary
  T. Pech

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


This First Amendment to Note
Purchase Agreement is accepted and agreed to as of the day and year first above
written.


 


	
   

  	
  ING USA annuity
  and life insurance company

  
	
   

  	
  ING
  life insurance and annuity company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ING
  Investment Management LLC, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Peter F. Komarek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter
  F. Komarek

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 





















 


This First Amendment to Note
Purchase Agreement is accepted and agreed to as of the day and year first above
written.


 


	
   

  	
  connecticut general life insurance company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  cigna Investments, Inc. (authorized agent)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Deborah B. Wiacek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DEBORAH B. WIACEK

  	
   

  
	
   

  	
   

  	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  
							



 





















 


This First Amendment to Note
Purchase Agreement is accepted and agreed to as of the day and year first above
written.


 


	
   

  	
  principal life insurance company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Principal
  Global Investors, LLC

  
	
   

  	
   

  	
  a
  Delaware limited liability company,

  
	
   

  	
   

  	
  its
  authorized signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Jon C. Heiny

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JON
  C. HEINY, 

  
	
   

  	
   

  	
  Title:

  	
  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Douglas A. Drees

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DOUGLAS
  A. DREES, 

  
	
   

  	
   

  	
  Title:

  	
  Counsel

  
						



 





















 


This First Amendment to Note
Purchase Agreement is accepted and agreed to as of the day and year first above
written.


 


	
   

  	
  the travelers insurance company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ John A. Wills

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John
  A. Wills

  
	
   

  	
   

  	
  Title:

  	
  Investment
  Officer

  
					



 





















 


NOTEHOLDERS


 


	
  names
  of noteholders

  	
   

  	
  outstanding principal

  amount of notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  sunamerica life insurance
  company

  	
   

  	
  $

  	
  65,000,000

  	
   

  
	
  monumental life insurance
  company

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  ING USA annuity and life
  insurance company

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
  ING life insurance and
  annuity company

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  connecticut general life
  insurance company

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  principal life insurance
  company

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  the travelers insurance
  company

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  175,000,000

  	
   

  



 


 


schedule I


(to
First Amendment to Note Purchase Agreement)


 





















 


acknowledgment
and consent


 


To the institutional investors named in


Schedule I to the Amendment (as hereinafter
described)


 


This Acknowledgment and
Consent (this “Acknowledgment and Consent”), dated as of January 7, 2005, is
being delivered by each of the undersigned (each, a “Subsidiary Guarantor”), in respect of that certain Subsidiary Guaranty dated as of
June 21, 2004 (the “Subsidiary Guaranty”), given in favor of the institutional
investors named therein, and in connection with the transactions contemplated
by the First Amendment to Note Purchase Agreement, effective as of even date
herewith (the “First Amendment”), by and among Jackson Hewitt Tax
Service Inc., a Delaware corporation (the “Company”), Jackson Hewitt Inc., a Virginia
corporation (the “Issuer”), and each of the institutional
investors party thereto, in respect of the original Note Purchase Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the First Amendment.


 


By executing this
Acknowledgment and Consent as of the date hereof, each Subsidiary Guarantor:


 


(i)                                     acknowledges receipt of a copy of, and hereby
consents to the terms of, the First Amendment;


 


(ii)                                  ratifies and confirms the Subsidiary
Guaranty; and


 


(iii)                               confirms that the Subsidiary Guaranty
continues unimpaired and in full force effect.


 


[Signature
Pages for Acknowledgment and Consent Fallow]


 


 


exhibit
A


(to
First Amendment to Note Purchase Agreement)


 





















 


This Acknowledgment and
Consent may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Acknowledgment and Consent may be given by
facsimile or other electronic transmission, and such signatures shall be fully
binding on the party sending the same.


 


in
witness whereof, each
Subsidiary Guarantor has caused this Acknowledgment and Consent to be executed
as of the day and year first above written.


 


 


	
   

  	
  tax services of america, inc.

  
	
   

  	
  hewfant, inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Mark L. Heimbouch

  	
   

  
	
   

  	
   

  	
  Its

  



 


A-2





















 


acknowledgment and consent


 


To the institutional investors named in


Schedule I to the Amendment (as hereinafter
described)


 


This Acknowledgment and
Consent (this “Acknowledgment and Consent”), dated as of January 7, 2005, is
being delivered by each of the undersigned (each, a “Subsidiary Guarantor”), in respect of that certain Subsidiary Guaranty dated as of
June 21, 2004 (the “Subsidiary Guaranty”), given in favor of the institutional
investors named therein, and in connection with the transactions contemplated
by the First Amendment to Note Purchase Agreement, effective as of even date
herewith (the “First Amendment”), by and among Jackson Hewitt Tax
Service Inc., a Delaware corporation (the “Company”), Jackson Hewitt Inc., a Virginia
corporation (the “Issuer”), and each of the institutional
investors party thereto, in respect of the original Note Purchase Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the First Amendment.


 


By executing this
Acknowledgment and Consent as of the date hereof, each Subsidiary Guarantor:


 


(i)                                     acknowledges receipt of a copy of, and hereby
consents to the terms of, the First Amendment;


 


(ii)                                  ratifies and confirms the Subsidiary
Guaranty; and


 


(iii)                               confirms that the Subsidiary Guaranty
continues unimpaired and in full force effect.


 


[Signature
Pages for Acknowledgment and Consent Follow]


 





















 




	
  Jackson Hewitt Tax Service Inc.

  	
  Acknowledgment and Consent
  to

  
	
  Jackson Hewitt Inc.

  	
  First Amendment to

  
	
   

  	
  Note Purchase Agreement

  






 


This Acknowledgment and
Consent may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Acknowledgment and Consent may be given by
facsimile or other electronic transmission, and such signatures shall be fully
binding on the party sending the same.


 


IN WITNESS whereof, each Subsidiary Guarantor has
caused this Acknowledgment and Consent to be executed as of the day and year
first above written.


 


	
   

  	
  tax services of america, inc.

  
	
   

  	
  hewfant, inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Mark Heimbouch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Heimbouch

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
						



 


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