0001104659-05-011549 Sample Contracts

and jackson hewitt inc. first amendment to note purchase agreement Dated as of January 7, 2005
Jackson Hewitt Tax Service Inc • March 16th, 2005 • Services-personal services • New York

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.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2005 • Jackson Hewitt Tax Service Inc • Services-personal services • New York

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

SANTA BARBARA BANK & TRUST San Diego, CA 92121
Jackson Hewitt Tax Service Inc • March 16th, 2005 • Services-personal services

Reference is made to the Program Agreement, dated as of May 5, 2004, by and between Santa Barbara Bank & Trust and Jackson Hewitt Inc. (the “Agreement”). The parties hereby agree that the Agreement is amended as follows:

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