EXHIBIT
10.59


 


[*] designates portions
of this document that have been omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.


 


FIRST
AMENDMENT TO PROGRAM AGREEMENT


 


This FIRST AMENDMENT (“First
Amendment”) to the September 19th, 2007, Program Agreement (the “Agreement”)
by and between Republic Bank & Trust Company (“Republic”), a Kentucky
banking corporation, and Jackson Hewitt Inc. (“JHI”), a Virginia corporation,
is effective as of the 2nd day of December, 2008 (the “Effective Date”).


 


RECITALS


 


WHEREAS, Republic and JHI
entered into the Agreement on September 19, 2007.


 


WHEREAS, Republic and JHI
desire to Amend certain terms of the Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and agreements set forth below
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Republic and JHI do hereby agree to amend the Agreement
as follows:


 


AMENDMENTS


 


1.             Section 2.2 (b) shall
be modified to read as follows:


 


(b)           For Tax Season 2009, JHI shall designate Republic as the sole and
exclusive Financial Product provider under the Program for the Designated ERO
Locations (or equivalent locations); provided, however, that JHI may, with
Republic’s mutual understanding and agreement, also designate Republic as the
sole and exclusive Financial Product provider under the Program for EROs [*] the “Additional 2009 Designations”
and,  collectively with the Designated
ERO Locations (or equivalent locations), the “2009 Designated ERO Locations”).  [*]


 


2.             Section 4 (b) shall
be modified to read as follows:


 


(b)           For the 2009 Tax Season, Republic shall pay to JHI [*]


 


3.             The following
language shall be added to Section 6 and shall read as follows:


 


[*]


 


6.11         Compliance Rating.  JHI shall
achieve a Satisfactory Compliance Rating, which will be determined by Republic
no later than May 31st of each year.  A Satisfactory Compliance Rating shall
consist of the following:  (i) a
score of no less than [*] on
the Compliance audit which includes, but is not limited to, Application
retention, signed and completed Applications, and signed and completed
Truth-in-Lending Act Disclosures, (ii) conducting compliance training,
approved by Republic, and verifying to Republic that said training was
completed and passed by all Designated ERO Locations’ employees, (iii) maintaining
adequate electronic and physical security, as set forth in the Program
Guidelines (as described in the Program Agreement) and as determined by the
Compliance audit, and (iv) providing accurate reports and information, in
a timely manner, including but not limited to, identifying tax preparers in all
ERO locations who have passed the required compliance training, reports of all
Customers who have been denied a Financial Product based on Application
screening, and information on all Joint Applications on which a Spouse has
chosen to opt-out of the RAL, Money Now Loan, or AR / BL (“Loan Product”),
including which Loan Product was opted-out of and the name of the opting-out
Spouse.


 


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[*] designates portions
of this document that have been omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.


 


4.             Section 9.4 (i) shall be modified
to read as follows:


 


[*]


 


5.             The parties agree to
negotiate in good faith to modify all necessary provisions under this Agreement
for the 2010 Tax Season, no later than [*].


 


6.             Republic and JHI
enter into this First Amendment only for the purposes stated herein.  Unless otherwise amended herein, all other
terms and conditions of the Agreement remain unchanged and in full force and
effect.


 


IN WITNESS WHEREOF, this
First Amendment has been executed and delivered by a duly authorized officer of
each party as of the date set forth above.


 


 


	
  REPUBLIC BANK & TRUST
  COMPANY

  	
   

  	
  JACKSON HEWITT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William Nelson

  	
   

  	
  By: 

  	
  /s/ Daniel P. O’Brien

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  William Nelson

  	
   

  	
  Name: Daniel P. O’Brien

  
	
   

  	
  Managing Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: EVP &
  CFO

  



 


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