LIMITED WAIVER AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

LIMITED WAIVER AND FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS LIMITED WAIVER AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 30th day of April, 2010 (this “Amendment”), is entered into among JACKSON HEWITT TAX SERVICE INC., a Delaware corporation (the “Parent”), JACKSON HEWITT INC., a Virginia corporation (“Jackson Hewitt”), TAX SERVICES OF AMERICA, INC., a Delaware corporation (“Tax Services”), and HEWFANT INC., a Virginia corporation (“Hewfant” and collectively with the Parent, Jackson Hewitt and Tax Services, the “Borrowers” and each a “Borrower”), the Lenders (as defined in the hereinafter defined Credit Agreement) party hereto, and WELLS FARGO BANK, N.A., successor-by-merger to Wachovia Bank, National Association, as Administrative Agent for the Lenders.

RECITALS

A. The Borrowers, the Lenders and Wells Fargo are parties to that certain Amended and Restated Credit Agreement, dated as of October 6, 2006, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2007, as amended by the Second Amendment to Amended and Restated Credit Agreement, dated as of May 21, 2008 and as amended by the Agreement for Third Amendment of Amended and Restated Credit Agreement, dated as of April 27, 2009 (as further amended, restated and modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.

B. The Borrowers have requested certain amendments to the Credit Agreement and the Administrative Agent and the Lenders have agreed to make such amendments on the terms and conditions set forth herein.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1 Amendments to Section 1.1 (Defined Terms). The following defined terms contained in Section 1.1 of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

On the Adjustment Date (as hereinafter defined), the Applicable Percentage for all Loans and the commitment fee payable pursuant to Section 2.9(b) shall be adjusted effective as of such Adjustment Date (based upon the calculation of the Leverage Ratio as of the last day of the Reference Period to which such Adjustment Date relates) in accordance with the above matrix; provided, however, that, notwithstanding the foregoing or anything else herein to the contrary, (i) if at any time the Borrowers shall have failed to deliver any of the financial statements as required by Section 6.1(b) or the Compliance Certificate as required by Section 6.2(a), then at all times from and including the date on which such statements and Compliance Certificate are required to have been delivered until the date on which the same shall have been delivered, each Applicable Percentage shall be determined based on Level I above (notwithstanding the actual Leverage Ratio), and (ii) the determination of the Applicable Percentage shall be subject to Section 2.8(f). For purposes of this definition, “Adjustment Date” means the day (or, if such day is not a Business Day, the next succeeding Business Day) ten days following the day of delivery by the Borrower in accordance with Section 6.1(b) of (i) financial statements as of the end of and for the period ending April 30, 2011 and (ii) a duly completed Compliance Certificate with respect to such period. From the Fourth Amendment Effective Date until the Adjustment Date, each Applicable Percentage shall be based on Level I above.

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(i) each business acquired shall be within the Line of Business;

(ii) any Capital Stock given as consideration in connection therewith shall be Capital Stock of the Parent;

(iii) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of such Permitted Acquisition or would exist immediately after giving effect thereto;

(iv) after giving effect to such Permitted Acquisition and any Borrowings in connection therewith, the Borrowers shall deliver to the Administrative Agent a Compliance Certificate demonstrating compliance with the financial covenants contained in ARTICLE VII, such compliance determined with regard to calculations made on a Pro Forma Basis for the Reference Period then most recently ended for which the Administrative Agent has received the financial statements required by Section 6.1;

(v) During any twelve-month period commencing after the Fourth Amendment Effective Date and any rolling twelve-month period thereafter: (X) the Acquisition Amount paid with respect to such Acquisition, together with the Acquisition Amount paid with respect to all Acquisitions, shall not exceed $7,000,000 and (Y) the cash portion of any Acquisition Amount paid with respect to such Acquisition, together with the cash portion of the Acquisition Amount paid with respect to all Acquisitions, shall not exceed $2,000,000; and

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(vi) all of the conditions and requirements of Section 6.8 applicable to such Acquisition are satisfied.

1.2 Amendments to Section 1.1 (Defined Terms). Section 1.1 of the Credit Agreement is hereby supplemented by adding the following additional defined terms, in appropriate alphabetical order:

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1.3 Amendment to Sections 2.1(a) (Loans; Commitments). Section 2.1(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.4 Amendment to Sections 2.1(b) (Loans; Commitments). Section 2.1(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.5 Amendment to Section 2.8(a) (Interest). Section 2.8(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.6 Amendment to Section 2.8(b) (Interest). Section 2.8(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.7 Amendment to Section 2.8(c) (Interest). Section 2.8(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.8 Amendment to Section 2.10 (Interest Periods). Section 2.10 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.9 Amendment to Section 5.5 (Litigation). Section 5.5 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.10 Amendment to Section 6.2(a) (Other Business and Financial Information). Section 6.2(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.11 Amendment to Section 6.2 (Other Business and Financial Information). Section 6.2 of the Credit Agreement is hereby supplemented by adding the following subsection 6.2(j):

1.12 Amendment to Article VI (Affirmative Covenants). Article VI of the Credit Agreement is hereby supplemented by adding the following Sections 6.14 and 6.15:

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1.13 Amendment to Section 7.1 (Leverage Ratio). Section 7.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.14 Amendment to Section 7.2 (Interest Coverage Ratio). Section 7.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.15 Amendment to Section 8.2(ii) (Indebtedness). Section 8.2(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.16 Amendment to Section 8.2(vi) (Indebtedness). Section 8.2(vi) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.17 Amendment to Section 8.4(xiv) (Investments). Section 8.4(xiv) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.18 Amendment to Article VIII (Negative Covenants). Article VIII of the Credit Agreement is hereby supplemented by adding the following Section 8.14:

1.19 Amendment to Section 9.1(b) (Events of Default). Section 9.1(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.20 Amendment to Section 9.1(h) (Events of Default). Section 9.1(h) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.21 Amendment to Section 9.1 (Events of Default). Section 9.1 of the Credit Agreement is hereby supplemented by adding the following subsections (l) through (q):

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1.22 Amendment to Section 11.5(a)(i) (Amendments, Waivers, etc.). Subsection 11.5(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: “(i) reduce or forgive the principal amount of any Loan or Reimbursement Obligation, reduce the rate of or forgive any interest thereon (provided that only the consent of: (X) the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates; and (Y) the Supermajority Lenders shall be required to reduce or forgive the payment of any PIK Interest), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent, the Arranger or the Issuing Lender for its own account).

1.23 Amendment to Schedule 1.1(a) (Term Loans and Revolving Commitments). The first table in Schedule 1.1(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the table attached as Exhibit A to this Amendment.

1.24 Amendment to Exhibit C (Compliance Certificate). Exhibit C of the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit C to this Amendment.

ARTICLE II

WAIVERS

Effective as of the Fourth Amendment Effective Date, the Administrative Agent and the Required Lenders hereby waive:

(a) The requirement that Borrowers comply with Section 4.2(b) of the Credit Agreement as a condition to the Lenders making Loans under the Credit Agreement, but only to the extent that Borrowers’ inability to comply with Section 4.2(b) of the Credit Agreement is as a result of Borrower’s inability to make the representation and warranty set forth in Section 5.10 of the Credit Agreement as a result of the items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to Borrowers’ refund anticipation loan program; and

(b) The requirement that the April 30, 2010 audited consolidated balance sheets, statements of income, cash flows and stockholders’ equity of the Parent and its Subsidiaries, required to be delivered pursuant to Section 6.1(b) of the Credit Agreement, be accompanied by a report that such audited financial statements are not qualified as to going concern.

(c) The payment of any losses, expenses and liabilities payable by Borrowers under Section 2.18(ii) of the Credit Agreement as a result of Borrowers’ partial repayment on account of approximately $72,000,000 of LIBOR Loans continued as LIBOR Loans on or about April 16, 2010.

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ARTICLE III

CONDITIONS OF EFFECTIVENESS

This Amendment shall become effective as of the date (the “Fourth Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a) The Administrative Agent shall have received, dated as of the Fourth Amendment Effective Date, an executed counterpart hereof from each of the Borrowers and the Required Lenders.

(b) The Administrative Agent shall have received, dated as of the Fourth Amendment Effective Date, an executed counterpart of the Consent, Reaffirmation, and Agreement of Guarantor from each Guarantor.

(c) The Administrative Agent shall have received, dated as of the Fourth Amendment Effective Date, an executed counterpart of the Amendment to Security Agreement, duly completed and executed by the Credit Parties.

(d) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Credit Party executing any Credit Documents as of the Fourth Amendment Effective Date, dated the Fourth Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that the organizational documents of such Credit Party have not been amended, amended and restated, or otherwise modified since the Third Amendment Effective Date (and if such organizational documents have been amended, amended and restated, or otherwise modified, attaching copies thereof) and (ii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above, as applicable.

(e) The Borrowers shall have paid to the Administrative Agent, in immediately available funds, the $25,000,000 amount required to be paid on or before April 30, 2010 pursuant to Section 2.6(a) of the Credit Agreement.

(f) The Borrower shall have paid to the Administrative Agent, in immediately available funds, no less than $65,000,000, which amount shall be applied by the Administrative Agent to non-permanently reduce the Revolving Loans.

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(g) The Borrowers shall have paid to the Administrative Agent, for the pro-rata benefit of each Lender who approves this Amendment, a nonrefundable fee in the amount of $1,000,000, which fee shall be deemed fully earned as of the Fourth Amendment Effective Date.

(h) To the extent invoiced at least one (1) Business Day prior to the Fourth Amendment Effective Date, the Borrowers shall have paid all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

ARTICLE IV

CONFIRMATION OF REPRESENTATIONS AND WARRANTIES

The Borrowers hereby represent and warrant, on the date hereof and as of the Fourth Amendment Effective Date, that (i) the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of such date, both immediately before and after giving effect to this Amendment (except to the extent that: (X) any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date; and (Y) the representations and warranties contained Section 5.10 of the Credit Agreement are not true and correct as a result of the items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to Borrowers’ refund anticipation loan program), (ii) this Amendment has been duly authorized, executed and delivered by the Borrowers and constitutes the legal, valid and binding obligation of the Borrowers enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law) and (iii) no Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date, both immediately before and after giving effect to this Amendment.

ARTICLE V

ACKNOWLEDGEMENT AND CONFIRMATION OF THE BORROWERS

The Borrowers hereby confirm and agree that, after giving effect to this Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect and enforceable against the Borrowers in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law) and shall not be discharged, diminished, limited or otherwise affected in any respect, and represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if the Borrowers have any such claims, counterclaims, offsets, or defenses to the Credit Documents or

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any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. This acknowledgement and confirmation by the Borrowers is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and the Borrowers acknowledge that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

ARTICLE VI

MISCELLANEOUS

6.1 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

6.2 Full Force and Effect. Except as expressly amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by this Amendment. Any reference to the Credit Agreement or any of the other Credit Documents herein or in any such documents shall refer to the Credit Agreement and Credit Documents as amended hereby. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

6.3 Expenses. The Borrowers agree on demand (i) to pay all reasonable fees and expenses of counsel to the Administrative Agent and the Lenders, and (ii) to reimburse the Administrative Agent and the Lenders for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this Amendment and the other Credit Documents delivered in connection herewith.

6.4 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.

6.5 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

6.6 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.

6.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

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[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written.

(signatures continued)

EXHIBIT A

Term Loans and Revolving Credit Commitments

EXHIBIT C

COMPLIANCE CERTIFICATE

[to be provided]

CONSENT, REAFFIRMATION, AND AGREEMENT OF GUARANTOR

The undersigned (a) acknowledges receipt of the foregoing Limited Waiver and Fourth Amendment to Amended and Restated Credit Agreement (the “Amendment”), (b) consents to the execution and delivery of the Amendment, (c) reaffirms all of its obligations and covenants under that certain Guaranty Agreement dated as of October 6, 2006 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time) and under each of the Security Documents executed by it (or to which it is a party) (as the same may have been amended, restated, supplemented, or otherwise modified from time to time), and (d) agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Amendment.

This Consent, Reaffirmation, and Agreement shall be deemed executed under seal and may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

This Consent, Reaffirmation, and Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

This Consent, Reaffirmation, and Agreement shall constitute a Credit Document under the terms of the Credit Agreement.

As of April     , 2010: