On December 28, 2012, JTH Holding, Inc. (the "Company") and its subsidiaries entered into a Supplement and Joinder Agreement with and among the lenders party thereto and SunTrust Bank, as administrative agent (the "December 2012 Supplement"). The December 2012 Supplement relates to, and was entered into pursuant to, that certain Revolving Credit and Term Loan Agreement, dated as of April 30, 2012, as amended, with and among the lenders party thereto and SunTrust Bank, as administrative agent (the "Credit Agreement"). The purpose of the December 2012 Supplement was to provide for an increase in the Company's revolving credit facility under the Credit Agreement of $38,350,000, to a maximum of $143,350,000.

(d) Exhibits

Exhibit Number                                Description
10.1              Supplement and Joinder Agreement dated as of December 28, 2012 among
                  JTH Holding, Inc. and SunTrust Bank.