**Exhibit 10.21**

 

EXECUTION COPY

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

FIRST AMENDMENT (this “Amendment”), dated asof 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 “AdministrativeAgent”). All capitalized terms used herein and not otherwise defined hereinshall have the respective meanings provided such terms in the Credit Agreement(as defined below).

 

WITNESSETH:

 

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

 

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

 

NOW, THEREFORE, it is agreed:

 

1.            Section6.08 of the Credit Agreement is hereby amended by (A) deleting the “and” at theend of clause (f) thereof and inserting “,” in lieu thereof and (B) insertingthe following at the end of clause (g) thereof “and (h) the Parent mayrepurchase Equity Interests in the Parent in an aggregate amount during anyfiscal 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 stockoptions during such fiscal year.”

 

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

 

3.            ThisAmendment shall become effective on the date (the “Amendment Effective Date”)when the Required Lenders, the Borrower, the Parent and the SubsidiaryGuarantors shall have signed a counterpart hereof (whether the same ordifferent counterparts) and shall have delivered (including by way of facsimiletransmission) the same to the Administrative Agent.

 

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

 

1

----

 

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

 

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

 

*** * ***

 

2

----

 

IN WITNESS WHEREOF, each of the parties hereto hascaused a counterpart of this Amendment to be duly executed and delivered as ofthe 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 |
|        |               |  |  |  |

 

[SignaturePage 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 theSubsidiary Guarantors are party, by their respective signatures below, each ofthe Parent and each Subsidiary Guarantor hereby consents and agrees to theentering into of this Amendment and acknowledges and affirms that the each ofthe Parent Guaranty and the Subsidiary Guaranty (each as amended, modified orsupplemented prior to the date hereof) remains in full force and effect inaccordance with its terms on the date hereof and after giving effect to thisAmendment:

 

 
|   | 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]

 

----