CREDIT AGREEMENT dated as of June , 2004 among JACKSON HEWITT TAX SERVICE INC., as Parent, JACKSON HEWITT INC., as Borrower, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, as Administrative AgentCredit Agreement • June 18th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York
CREDIT AGREEMENT dated as of June , 2004, among JACKSON HEWITT TAX SERVICE INC., a Delaware corporation (the “Parent”), JACKSON HEWITT INC., a Virginia corporation (the “Borrower”), the LENDERS from time to time party hereto (the “Lenders”), and JPMORGAN CHASE BANK, as Administrative Agent (as amended, restated, supplemented or otherwise modified, the “Agreement”). The parties hereto agree as follows.
Underwriting AgreementUnderwriting Agreement • June 18th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York
Cendant Finance Holding Corporation, a Delaware corporation (the “Selling Stockholder”), the sole stockholder of Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 37,500,000 shares of Common Stock (“Stock”) of the Company, and, at the election of the Underwriters, the Company proposes, subject to the terms and conditions stated herein, to issue and sell up to 5,625,000. additional shares of Stock. The aggregate of 37,500,000 shares to be sold by the Selling Stockholder is herein called the “Firm Shares” and the aggregate of 5,625,000 additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
PROGRAM AGREEMENTProgram Agreement • June 18th, 2004 • Jackson Hewitt Tax Service Inc • Services-personal services • New York
THIS REFUND ANTICIPATION LOAN AGREEMENT (“Agreement”) is made as of this 5th day of May, 2004 by and between Santa Barbara Bank & Trust (“SBBT”), a division of Pacific Capital Bank, N.A., a national banking association, with its principal office at 5770 Oberlin Drive, San Diego, CA, and Jackson Hewitt Inc. (“JHI”), a Virginia corporation, with its principal office at 7 Sylvan Way, Parsippany, NJ 07054.
Jackson Hewitt Tax Service Inc. and Jackson Hewitt Inc. $175,000,000 Floating Rate Senior Notes due June [ ], 2009Jackson Hewitt Tax Service Inc • June 18th, 2004 • Services-personal services • New York
JACKSON HEWITT TAX SERVICE INC., a Delaware corporation (the “Company”), and JACKSON HEWITT INC., a Virginia corporation (the “Issuer”), hereby jointly and severally agree with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
