**Exhibit 10.22**

 

**jackson hewitt tax service inc.**

**and**

**jacksonhewitt inc.**

 

**firstamendment 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 institutionalinvestors (the *“Noteholders”)*

Named in Schedule I attachedhereto

 

Ladies and Gentlemen:

 

Reference is made to theNote Purchase Agreement dated as of June 21, 2004 (the *“Note Purchase Agreement”)*by and amongJackson Hewitt Tax Service Inc., a Delaware corporation (the *“Company”),*Jackson Hewitt Inc., aVirginia corporation (the *“Issuer”),*andeach of the institutional investors party thereto, under and pursuant to which,among other things, the Issuer originally issued and sold its Floating RateSenior Notes due June 25, 2009 in an aggregate principal amount of $175,000,000(the *“Notes”),*Terms used but nototherwise defined herein shall have the meanings ascribed to such terms in theNote Purchase Agreement.

 

The Company and the Issuerhereby jointly and severally agree with you in this First Amendment to NotePurchase Agreement (this or the *“FirstAmendment”)*as follows:

 

section1.                                amendment to section10.4 (restricted payments) op notepurchase agreement.

 

Section 10.4 of the NotePurchase Agreement shall be and is hereby amended by (A) deleting the “and” atthe end of clause (f) thereof and substituting “,” in lieu thereof and (B) insertingthe following at the end of clause (g) thereof “and (h) the Company may repurchaseCapital Stock in the Company in an aggregate amount during any fiscal year notto exceed the greater of (i) 500,000 shares of such Capital Stock of theCompany and (ii) the number of shares of Capital Stock of the Company issuedupon the exercise of stock options during such fiscal year.”

 

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| Jackson Hewitt Tax Service Inc. |   | First Amendment to      |
|---------------------------------|--------|-------------------------|
| Jackson Hewitt Inc,             |   | Note Purchase Agreement |

 

section2.                                representations andwarranties.

 

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

 

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

 

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

 

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

 

(b)                            The execution and delivery of the FirstAmendment has been duly authorized by all necessary corporate action on thepart of the Company and the Issuer (no action by the stockholders of theCompany or the Issuer being required by law, by the articles or certificate ofincorporation or by-laws of the Company or the Issuer or otherwise, other thanthose actions which have been obtained or effected); and the First Amendmenthas been duly executed and delivered by the Company and the Issuer, as the casemay be, and the Note Purchase Agreement, as amended by the First Amendment,constitutes the legal, valid and binding obligation, contract and agreement ofthe Company and the Issuer enforceable in accordance with its terms, subject tobankruptcy, insolvency, fraudulent conveyance and similar laws affectingcreditors’ rights generally, and general principles of equity (regardless ofwhether the application of such principles is considered in a proceeding inequity or at law).

 

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

 

(d)                            Neither the Company or the Issuer nor anySubsidiary has paid any fees or other consideration (other than routine fees ofcounsel) to any other lender holding Debt of the Company or the Issuer inconnection with the execution and delivery of any amendment or waiverpertaining or relating to the subject matter of this First Amendment.

 

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sections3.                         miscellaneous.

 

*Section3.1. Ratification of Note Purchase Agreement.*Except as herein expressly amended, the NotePurchase Agreement is in all respects ratified and confirmed.  If and to the extent that any of the terms orprovisions of the Note Purchase Agreement is in conflict or inconsistent withany of the terms or provisions of this First Amendment, this First Amendmentshall govern.

 

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

 

*Section3.3. Successors and Assigns.*  This First Amendment shall be binding uponthe Company and the Issuer and their respective successors and assigns andshall inure to the benefit of each Noteholder and such Noteholder’s successorsand 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 writtenabove upon the satisfaction of the following conditions precedent: (a) theCompany, the Issuer and the Required Holders shall have executed this FirstAmendment, (b) each of the Subsidiary Guarantors shall have executed and deliveredthe Acknowledgment and Consent in respect of the Subsidiary Guaranty and thisFirst Amendment in the form attached hereto as Exhibit A, (c) the Company, theIssuer and the requisite lenders under the Bank Credit Agreement shall haveexecuted and delivered the Credit Agreement Amendment and the Noteholders shallhave received a duly executed copy thereof, and (d) the Company and the Issuershall have paid all reasonable out-of-pocket expenses incurred by eachNoteholder in connection with the consummation of the transactions contemplatedby this First Amendment, including, without limitation, the fees, expenses anddisbursements of Chapman and Cutler LLP, which are reflected in statements ofsuch counsel rendered on or prior to the date of this First Amendment.

 

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

 

*Section3.6. Governing Law.*TheNote Purchase Agreement, as amended by this First Amendment, and the Notesshall be construed and enforced in accordance with, and the rights of theparties shall be governed by, the law of the State of New York excludingchoice-of-law principles of the law of such State that would require theapplication of the laws of a jurisdiction other than such State.

 

*SignaturePages Follow*

 

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inwitness whereof, each of theCompany and the Issuer has executedthis First Amendment to Note PurchaseAgreement 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 |
|        |                                  |  |  |  |

 

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This First Amendment to NotePurchase Agreement is accepted and agreed to as of the day and year first abovewritten.

 
|   | SUNAMERICA  LIFE INSURANCE COMPANY |
|--------|------------------------------------|
|   |                               |   |
|   | By:                                | AIG  Global Investment Corp., |
|   |                               | Investment  Adviser |
|   |                               |   |
|   |                               |   |
|   | By                                 |  /s/ Lorri White |   |
|   |                               | Name: | Lorri  White |
|   |                               | Title: | Vice  President |
|        |                                    |  |  |  |  |

 

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This First Amendment to NotePurchase Agreement is accepted and agreed to as of the day and year first abovewritten.

 
|   | monumental life insurance company |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By                                |  /s/ Mary T. Pech |   |
|   |                              | Name: | Mary  T. Pech |
|   |                              | Title: | Vice  President |
|        |                                   |  |  |  |

 

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This First Amendment to NotePurchase Agreement is accepted and agreed to as of the day and year first abovewritten.

 
|   | 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 |
|        |                                             |  |  |  |  |

 

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This First Amendment to NotePurchase Agreement is accepted and agreed to as of the day and year first abovewritten.

 
|   | connecticut general life insurance company |
|--------|--------------------------------------------|
|   |                                       |   |
|   | By:                                        | cigna Investments, Inc. (authorized agent) |
|   |                                       |   |
|   |                                       |   |
|   | By                                         |  /s/ Deborah B. Wiacek |   |
|   |                                       | Name: | DEBORAH B. WIACEK |   |
|   |                                       | Title: | MANAGING DIRECTOR |   |
|        |                                            |  |  |  |  |  |

 

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This First Amendment to NotePurchase Agreement is accepted and agreed to as of the day and year first abovewritten.

 
|   | 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 |
|        |                                  |  |  |  |  |

 

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This First Amendment to NotePurchase Agreement is accepted and agreed to as of the day and year first abovewritten.

 
|   | the travelers insurance company |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By                              |  /s/ John A. Wills |   |
|   |                            | Name: | John  A. Wills |
|   |                            | Title: | Investment  Officer |
|        |                                 |  |  |  |

 

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**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

(toFirst Amendment to Note Purchase Agreement)

 

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**acknowledgmentand consent**

 

To the institutional investors named in

Schedule I to the Amendment (as hereinafterdescribed)

 

This Acknowledgment andConsent (this *“Acknowledgment and Consent”)*, dated as of January 7, 2005, isbeing delivered by each of the undersigned (each, a *“Subsidiary Guarantor”)*, in respect of that certain Subsidiary Guaranty dated as ofJune 21, 2004 (the *“Subsidiary Guaranty”)*, given in favor of the institutionalinvestors named therein, and in connection with the transactions contemplatedby the First Amendment to Note Purchase Agreement, effective as of even dateherewith (the *“First Amendment”)*, by and among Jackson Hewitt TaxService Inc., a Delaware corporation (the *“Company”)*, Jackson Hewitt Inc., a Virginiacorporation (the *“Issuer”)*, and each of the institutionalinvestors party thereto, in respect of the original Note Purchase Agreement.Capitalized terms used but not otherwise defined herein shall have the meaningsascribed to such terms in the First Amendment.

 

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

 

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

 

(ii)                                  ratifies and confirms the SubsidiaryGuaranty; and

 

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

* *

*[SignaturePages for Acknowledgment and Consent Fallow]*

 

 

exhibitA

(toFirst Amendment to Note Purchase Agreement)

 

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This Acknowledgment andConsent may be executed in one or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument. Signatures to this Acknowledgment and Consent may be given byfacsimile or other electronic transmission, and such signatures shall be fullybinding on the party sending the same.

 

inwitness whereof, eachSubsidiary Guarantor has caused this Acknowledgment and Consent to be executedas of the day and year first above written.

 

 
|   | tax services of america, inc. |
|--------|-------------------------------|
|   | hewfant, inc.                 |
|   |                          |
|   |                          |
|   | By                            |  /s/ Mark L. Heimbouch |   |
|   |                          | Its |

 

A-2

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**acknowledgment and****consent**

 

To the institutional investors named in

Schedule I to the Amendment (as hereinafterdescribed)

 

This Acknowledgment andConsent (this *“Acknowledgment and Consent”)*, dated as of January 7, 2005, isbeing delivered by each of the undersigned (each, a *“Subsidiary Guarantor”)*, in respect of that certain Subsidiary Guaranty dated as ofJune 21, 2004 (the *“Subsidiary Guaranty”)*, given in favor of the institutionalinvestors named therein, and in connection with the transactions contemplatedby the First Amendment to Note Purchase Agreement, effective as of even dateherewith (the *“First Amendment”)*, by and among Jackson Hewitt TaxService Inc., a Delaware corporation (the *“Company”)*, Jackson Hewitt Inc., a Virginiacorporation (the *“Issuer”)*, and each of the institutionalinvestors party thereto, in respect of the original Note Purchase Agreement.Capitalized terms used but not otherwise defined herein shall have the meaningsascribed to such terms in the First Amendment.

 

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

 

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

 

(ii)                                  ratifies and confirms the SubsidiaryGuaranty; and

 

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

* *

*[SignaturePages for Acknowledgment and Consent Follow]*

 

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| Jackson Hewitt Tax Service Inc. | Acknowledgment and Consent  to |
|---------------------------------|--------------------------------|
| Jackson Hewitt Inc.             | First Amendment to             |
|                            | Note Purchase Agreement        |

 

This Acknowledgment andConsent may be executed in one or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument. Signatures to this Acknowledgment and Consent may be given byfacsimile or other electronic transmission, and such signatures shall be fullybinding on the party sending the same.

 

IN WITNESS whereof, each Subsidiary Guarantor hascaused this Acknowledgment and Consent to be executed as of the day and yearfirst above written.

 
|   | tax services of america, inc. |
|--------|-------------------------------|
|   | hewfant, inc.                 |
|   |                          |
|   |                          |
|   | By                            |   | /s/  Mark Heimbouch |   |
|   |                          | Name: | Mark  Heimbouch |
|   |                          | Title: | Chief  Financial Officer |
|        |                               |  |  |  |  |

 

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