Private Client Group
Xxxxxxx Xxxxx Business
Financial Services Inc.
000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
FAX: (000) 000-0000
December 4, 2002
Xxxxxxx Education Group, Inc.
0000 Xxxxxxxx Xxxx.
Miami, FL 33137
Re: Amendment to Loan Documents
Ladies & Gentlemen:
This Letter Agreement will serve to confirm certain agreements of Xxxxxxx Xxxxx
Business Financial Services Inc. ("MLBFS") and Xxxxxxx Education Group, Inc.
("Customer") with respect to: (i) that certain WCMA LOAN AND SECURITY AGREEMENT
NO. 81V-07061 between MLBFS and Customer (including any previous amendments and
extensions thereof), and (ii) all other agreements between MLBFS and Customer or
any party who has guaranteed or provided collateral for Customer's obligations
to MLBFS (a "Guarantor") in connection therewith (collectively, the "Loan
Documents"). Capitalized terms used herein and not defined herein shall have the
meaning set forth in the Loan Documents.
Subject to the terms hereof, effective as of the "Effective Date" (as defined
below), the Loan Documents are hereby amended as follows:
(a) "Interest Rate" shall mean a variable per annum rate equal to the sum of (i)
2.40% per annum, and (ii) the interest rate from time to time published in the
"Money Rates" section of The Wall Street Journal as the one-month London
Interbank Offered Rate (the "One-Month LIBOR"). Notwithstanding anything to the
contrary, if more than one rate is so published, then the interest rate shall be
the highest of such published rates. The Interest Rate will change as of the
date of publication in The Wall Street Journal of a One-Month LIBOR that is
different from that published on the preceding Business Day. In the event that
The Wall Street Journal shall, for any reason, fail or cease to publish the
One-Month LIBOR, MLBFS will choose a reasonably comparable index or source to
use as the basis for the Interest Rate.
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Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
By their execution of this Letter Agreement, the below-named Guarantors hereby
consent to the foregoing modifications to the Loan Documents, and hereby agree
that the "Obligations" under their respective Unconditional Guaranty and/or
agreements providing collateral shall extend to and include the Obligations of
Customer under the Loan Documents, as amended hereby.
Customer and said Guarantors acknowledge, warrant and agree, as a primary
inducement to MLBFS to enter into this Agreement, that: (a) no Default or Event
of Default has occurred and is continuing under the Loan Documents; (b) each of
the warranties of Customer in the Loan Documents are true and correct as of the
date hereof and shall be deemed remade as of the date hereof; (c) neither
Customer nor any of said Guarantors have any claim against MLBFS or any of its
affiliates arising out of or in connection with the Loan Documents or any other
matter whatsoever; and (d) neither Customer nor any of said Guarantors have any
defense to payment of any amounts owing, or any right of counterclaim for any
reason under, the Loan Documents.
Provided that no Event of Default, or event which with the giving of notice,
passage of time, or both, would constitute an Event of Default, shall then have
occurred and be continuing under the terms of the Loan Documents, the amendments
and agreements in this Letter Agreement will become effective on the date (the
"Effective Date") upon which: (a) Customer and the Guarantors shall have
executed and returned the duplicate copy of this Letter Agreement and the other
document enclosed herewith; and (b) an officer of MLBFS shall have reviewed and
approved this Letter Agreement as being consistent in all respects with the
original internal authorization hereof.
Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter Agreement and said other document
within 14 days from the date hereof, or if for any other reason (other than the
sole fault of MLBFS) the Effective Date shall not occur within said 14-day
period, then all of said amendments and agreements will, at the sole option of
MLBFS, be void.
Very truly yours,
Xxxxxxx Xxxxx Business Financial Services Inc.
By: __________________________________________________________
Xxxx X. Xxxxxxxxx
Senior Credit Manager
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Accepted:
Xxxxxxx Education Group, Inc.
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
Approved:
Ultrasound Technical Services, Inc.
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
Xxxxxxx Xxxxx College, Inc.
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
Colorado Technical University, Inc.
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
CTU Corporation
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
