Exhibit 10.27
CREDIT AGREEMENT
This CREDIT AGREEMENT (this "Agreement") dated as of May 26, 2005 is made and
entered into by and between JACKSON HEWITT TAX SERVICE INC., a Delaware
corporation (the "Parent"), JACKSON HEWITT INC., a Virginia corporation (the
"Borrower") and WACHOVIA BANK, NATIONAL ASSOCIATION (the "Lender").
BACKGROUND STATEMENT
The Parent and the Borrower are parties to that certain Credit Agreement dated
as of June 25, 2004 among the Parent, the Borrower, the lenders party thereto
and JPMorgan Chase Bank, as Administrative Agent (the "Existing Credit
Agreement").
The Borrower has requested that the Lender provide a revolving
credit facility of up to $50,000,000 to supplement the facility under the
Existing Credit Agreement pursuant to the terms and conditions set forth
herein.
Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Existing Credit Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual provisions, covenants and
agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I
REVOLVING LINE OF CREDIT
1.1
REVOLVING LOANS.
THE LENDER HEREBY
ESTABLISHES A REVOLVING LINE OF CREDIT (THE "REVOLVING LINE OF CREDIT") IN FAVOR
OF THE BORROWER IN THE AGGREGATE PRINCIPAL AMOUNT OF UP TO FIFTY MILLION DOLLARS
($50,000,000) (THE "COMMITMENT") AND AGREES TO MAKE AND REMAKE ONE OR MORE LOANS
TO THE BORROWER (EACH A "LOAN" AND COLLECTIVELY, THE "LOANS"), UPON THE TERMS
AND CONDITIONS SET FORTH IN THIS ARTICLE I, FROM TIME TO TIME ON ANY BUSINESS
DAY DURING THE PERIOD FROM THE EFFECTIVE DATE THROUGH THE LOAN TERMINATION
DATE.
THE BORROWER MAY BORROW, REPAY AND REBORROW ANY AMOUNT OF THE REVOLVING
LINE OF CREDIT.
1.2
BORROWINGS.
IN ORDER TO MAKE A BORROWING
UNDER THE REVOLVING LINE OF CREDIT (A "BORROWING"), THE BORROWER SHALL GIVE THE
LENDER WRITTEN NOTICE (A "NOTICE OF BORROWING") NOT LATER THAN 12:00 P.M.,
CHARLOTTE, NORTH CAROLINA TIME, ON THE DATE OF SUCH BORROWING.
SUCH NOTICE OF
BORROWING SHALL BE IRREVOCABLE AND SHALL SPECIFY (I) THE AGGREGATE PRINCIPAL
AMOUNT OF THE LOAN TO BE MADE PURSUANT TO SUCH BORROWING, (II) THE REQUESTED
BORROWING DATE, WHICH SHALL BE A BUSINESS DAY ON OR AFTER THE EFFECTIVE DATE,
AND (III) THE DISBURSEMENT INSTRUCTIONS FOR SUCH LOAN.
THE AGGREGATE AMOUNT OF
EACH SUCH BORROWING SHALL NOT BE LESS THAN $3,000,000 OR, IF GREATER, AN
INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF (OR IF LESS, IN THE AMOUNT OF
THE COMMITMENT LESS THE AGGREGATE PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING
HEREUNDER AT SUCH TIME).
RECEIPT OF A NOTICE OF BORROWING BY THE LENDER SHALL
BE DEEMED TO BE A REPRESENTATION AND WARRANTY OF THE BORROWER HEREUNDER THAT ALL
OF THE APPLICABLE CONDITIONS TO BORROWING SET FORTH IN ARTICLE III HEREOF SHALL
HAVE BEEN SATISFIED AS OF THE DATE OF BORROWING.
1.3
INTEREST.
(A)
THE BORROWER WILL PAY INTEREST IN RESPECT
OF THE UNPAID PRINCIPAL AMOUNT OF EACH LOAN, FROM THE DATE OF BORROWING THEREOF
UNTIL SUCH PRINCIPAL AMOUNT SHALL BE PAID IN FULL AT A RATE EQUAL TO THE LIBOR
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