Exhibit 10.1

LIMITED WAIVER AND FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS LIMITED WAIVER AND FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 17th day of December, 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, as amended by the Agreement for Third Amendment of Amended and Restated Credit Agreement, dated as of April 27, 2009 and as amended by the Limited Waiver and Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 30, 2010 (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 Required 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:

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 Termination of Swingline Loans. Notwithstanding anything to the contrary set forth in the Credit Agreement, on and after the Fifth Amendment Effective Date, no Borrowings of Swingline Loans shall be available to the Credit Parties.

1.4 Amendment to Section 2.2(b) (Borrowing Requests). The first sentence of Section 2.2(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

In order to make a Borrowing (other than (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Administrative Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans.

1.5 Amendment to Section 2.6(a) (Mandatory Payments and Prepayments). Section 2.6(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Term Loans on the dates and in the amounts set forth below:

In addition to the foregoing, upon demand by the Administrative Agent (at the direction of the Supermajority Lenders), which demand may be in the form of Exhibit G and which demand may be delivered by electronic mail (and deemed received on the same day it was sent) or otherwise, the Borrower will repay the Term Loans in an aggregate amount not to exceed $25,000,000 (each such payment, an “Incremental Term Loan Payment”). Administrative Agent may make one or more demands for Incremental Term Loan Payments (at the direction of the Supermajority Lenders) provided that the cumulative demands do not exceed $25,000,000. Each Incremental Term Loan Payment shall be due thirty calendar days (or on the last Business Day that is less than 30 days after such Incremental Term Loan Payment demand has been sent) after the Administrative Agent (at the direction of the Supermajority Lenders) makes written demand for an Incremental Term Loan Payment. Each Incremental Term Loan Payment shall be in a minimum amount of $1,000,000 and in $1,000,000 increments thereafter. The Administrative Agent may make a demand for an Incremental Term Loan Payment commencing on April 4, 2011 and ending at the close of business on

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July 15, 2011. Incremental Term Loan Payments shall be in addition to the scheduled principal payments required to be made with respect to Term Loans pursuant hereto. For purposes hereof, after payment in full of $30,000,000 payable on April 30, 2011 pursuant hereto, to the extent the Credit Parties thereafter maintain cash balances in excess of the Maximum Cash Amount and no Revolving Loans (other than Non-Revolving Revolving Loans) are outstanding, a deemed Incremental Term Loan Payment shall be immediately due and payable in the amount of such excess.

1.6 Amendment to Section 6.2(c) (Projections). Section 6.2(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.7 Amendment to Section 6.2(g) (Notices). The introductory sentence of Section 6.2(g) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.8 Amendment to Section 6.2(j) (Additional Reporting). Section 6.2(j) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.9 Amendment to Section 6.14. Section 6.14 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Cash Dominion. On or before May 14, 2010, all cash of the Credit Parties (other than collected balances in an aggregate amount not to exceed $100,000) shall be held in deposit accounts either located with Administrative Agent or subject to deposit account control agreements reasonably acceptable to Administrative Agent pursuant to which such deposit accounts are subject to a first priority lien in favor of the Administrative Agent.

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1.10 Amendment to Article VI (Affirmative Covenants). Article VI of the Credit Agreement is hereby supplemented by adding the following Sections 6.16 through 6.18:

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For the avoidance of doubt, no bonus, retention, or similar programs shall be implemented, communicated, agreed or paid by the Credit Parties, except the Annual Bonus Program and that certain cash and equity retention program previously implemented by the Credit Parties providing for additional targeted compensation in amounts which are set forth in the Bonus Presentation. None of the Final ABP Payments shall be deemed earned until approved by the Credit Parties’ board of directors.

1.11 Amendment to Section 7.1 (Maximum Net Expenditures). Section 7.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

1.12 Amendment to Section 8.14 (Minimum Cash Balances). Section 8.14 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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1.13 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:

The Borrowers or any other Credit Party shall (i) fail to observe, perform or comply with any condition, covenant or agreement contained in any of Sections 2.14, 6.1, 6.2(a), 6.2(g), 6.3(i), 6.8, 6.14, 6.16, 6.17 or 6.18 or in ARTICLE VII or ARTICLE VIII or (ii) fail to observe, perform or comply with any condition, covenant or agreement contained in Section 6.2 (other than Sections 6.2(a) and 6.2(g)) and (in the case of this clause (ii) only) such failure shall continue unremedied for a period of five (5) days after the earlier of (y) the date on which a Responsible Officer of a Borrower acquires knowledge thereof and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to the Borrowers;

1.14 Amendment to Sections 9.1(m), (n) and (o) (Events of Default). Sections 9.1(m), (n) and (o) of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

1.15 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 revoke or withdraw any Incremental Term Loan Payment demand), 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).

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1.16 Amendment to Exhibits. The Credit Agreement is hereby supplemented by adding as Exhibit G, the Exhibit G attached to this Amendment.

ARTICLE II

WAIVERS

Effective as of the Fifth 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) Any prior failure of the Borrowers to have complied with Sections 9.1(m) and 9.1(n) of the Credit Agreement.

(c) The failure of the Borrowers to deliver a consolidated operating budget for the Parent and its Subsidiaries for such fiscal year commencing May 1, 2010 and the four (4) succeeding years as required pursuant to Section 6.2(c) of the Credit Agreement (by way of clarification, a consolidated operating budget from the fiscal year commencing May 1, 2010 and the two (2) succeeding years was delivered).

ARTICLE III

CONDITIONS OF EFFECTIVENESS

This Amendment shall become effective as of the date (the “Fifth 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 Fifth 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 Fifth Amendment Effective Date, an executed counterpart of the Consent, Reaffirmation, and Agreement of Guarantor from each Guarantor.

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(c) 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 Fifth Amendment Effective Date, dated the Fifth 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.

(d) The Borrowers shall have paid to the Administrative Agent a nonrefundable fee in the amount of 0.125% multiplied by the sum of the then outstanding: (i) Term Loans; (ii) Revolving Credit Loan Commitments; and (iii) interest at the PIK Interest Rate with respect to the Term Loans and Non-Revolving Revolving Loans, which fee shall be deemed fully earned as of the Fifth Amendment Effective Date and shall be for the pro-rata benefit of each Lender who approves this Amendment.

(e) To the extent invoiced at least one (1) Business Day prior to the Fifth 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 and the financial advisor 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 Fifth 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); (iii) they have

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delivered to the Administrative Agent the Definitive Documentation required to be delivered pursuant to Section 9.1(o) of the Credit Agreement (as such section has been amended by this Amendment) and (iv) no Default or Event of Default shall have occurred and be continuing on the Fifth Amendment Effective Date, after giving effect to the waivers set forth in Article II of this Amendment.

The Administrative Agent and undersigned Lenders acknowledge Administrative Agent has received the Definitive Documentation required to be delivered pursuant to Section 9.1(o) of the Credit Agreement (as such section has been amended by 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 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.

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6.3 Expenses. The Borrowers agree on demand (i) to pay all reasonable fees and expenses of counsel to the Administrative Agent and any Lender, and (ii) to reimburse the Administrative Agent and any Lender 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.

[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 G

[Agent Letterhead]

[Date]

Jackson Hewitt Tax Service, Inc.

Jackson Hewitt Inc.

Tax Services, Inc.

Hewfant, Inc.

3 Sylvan Way

Parsippany, New Jersey 07054

Attention: Dan O’Brien, Chief Financial Officer

Dear Mr. O’Brien:

Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

The Administrative Agent (on behalf of the Supermajority Lenders) hereby makes demand for payment of an Incremental Term Loan Payment in the amount of $            . Such Incremental Term Loan Payment shall be payable thirty days from the date of this letter (or on the last Business Day that is less than 30 days from the date of this letter, if earlier).

Sincerely,

WELLS FARGO BANK, N.A., as Administrative Agent

CONSENT, REAFFIRMATION, AND AGREEMENT OF GUARANTOR

The undersigned (a) acknowledges receipt of the foregoing Limited Waiver and Fifth 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 December 17, 2010: