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EXHIBIT 10.6.1
FIRST AMENDMENT
TO
SUBORDINATE LOAN AND WARRANT PURCHASE AGREEMENT
This First Amendment ("Amendment") to the Subordinate Loan and Warrant
Purchase Agreement, dated as of October 8, 1996 (the "Loan Agreement"), by and
among Stratford Capital Partners, L.P., a Texas limited partnership
("Stratford"), GMM Partners SBIC, L.P., a Delaware limited partnership ("GMM",
and together with Stratford, the "Investors") and EduTrek International, Inc.
(formerly known as E Holdings, Inc.), a Georgia corporation (the "Company"), is
made and entered into as of May 31, 1997.
RECITALS
WHEREAS, the Company and Stratford entered into the Loan Agreement,
pursuant to which (a) Stratford made and subordinate loan ("Loan") to the
Company in the original principal amount of $7,000,000 and (b) Stratford
purchased and the Company sold and issued 88,863 warrants to purchase shares of
Class A Common Stock, without par value of the Company (the "Warrants"); and
WHEREAS, the Company, Stratford and GMM entered into an Assignment and
Assumption Agreement, effective as of October 8, 1996, pursuant to which
Stratford sold and assigned to GMM (a) $2,000,000 of the principal balance of
the Loan and (b) 25,389 warrants; and
WHEREAS, the Company and the Investors have agreed to amend the Loan
Agreement as specifically set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Unless otherwise specified herein, all capitalized
terms herein shall have the same meaning as those terms have in the Agreement.
2. Amendments.
(a) Section 1.1 of the Loan Agreement is hereby amended by deleting
the following definitions from such section: "Book Value", "Consolidated
Assets", "Consolidated Liabilities", "Formula Value", "Put" and "Put Price"
(b) Section 1.1 of the Loan Agreement is hereby further amended by
deleting from the definition of "Market Value" the clause which reads "For
purposes of determining the Put Value, the Market Value shall be determined
pursuant to the Appraisal Procedure" from the second sentence of such
definition.
(c) Section 9.5 of the Loan Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following new Section
9.5 which shall read as follows:
"SECTION 9.5. [intentionally omitted]"
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(d) Section 9.7 of the Loan Agreement is hereby amended by
deleting the clause which reads "to the Company's obligations with respect the
Put" from the second sentence of such section.
(e) Section 11.1(a) of the Loan Agreement is hereby amended by
deleting the clause which reads "or any amount payable upon an exercise of the
Put" from such section.
3. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be considered an original for all
purposes, and all of which when taken together shall constitute a single
counterpart instrument. Executed signature pages to any counterpart instrument
may be detached and affixed to a single counterpart, with such single
counterpart with multiple executed signature pages affixed thereto constituting
the original counterpart instrument. All of those counterpart pages shall be
read as though one, and they shall have the same force and effect as if all the
signers had executed a single signature page.
4. Reaffirmation. Except as amended hereby, the Agreement shall
remain in full force and effect, the parties hereto hereby restate and reaffirm
all of the terms and provisions of the Agreement.
The undersigned have executed this Amendment as of the date first set
forth above.
STRATFORD:
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STRATFORD CAPITAL PARTNERS, L.P.
By: Stratford Capital GP Associates,
L.P., its General Partner
By: Stratford Capital Corporation,
its General Partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Managing Director
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GMM:
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GMM PARTNERS SBIC, L.P.
By: GMM Investors Corp., its General
Partner
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Manager
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COMPANY:
EDUTREK INTERNATIONAL, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chairman and Chief Executive Officer
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