EXHIBIT 10.24
NATIONAL EDUCATION CORPORATION
AMENDMENT OF LOAN AGREEMENT
___________________________
AND REVOLVING PROMISSORY NOTE
_____________________________
This Amendment is made by XXXXX-XXXXXX COMPANY (the "Borrower"), a
Delaware corporation, and NATIONSBANK OF TEXAS, N.A. ("Lender"), a national
banking association, who agree as follows:
1. Recitals.
1.1 The Borrower previously signed, and delivered to Lender, a certain
Revolving Promissory Note (the "Original Note") dated June 10, 1994, and made
payable to the order of Lender, in the stated principal amount of
$10,000,000.00.
1.2 In connection with the Borrower's signing and delivering the
Original Note, the Borrower and Lender signed, and entered into, a certain
Loan Agreement (the "Original Loan Agreement") dated June 10, 1994.
1.3 The Original Agreement established a certain revolving line of
credit that was to remain in effect for a term of two (2) years; and the
purpose of this Amendment is to extend that term for an additional year by
amending the Original Note and the Original Loan Agreement.
2. Each of Sections 2.1.2, 2.1.4, 2.2.1, and 2.2.2 of the Original
Loan Agreement are hereby amended by changing the term "first anniversary" to
the term "second anniversary" and changing the term "second anniversary" to
the term "third anniversary" each time those respective terms are used in the
Original Loan Agreement. Section 2.1.3 of the Original Loan Agreement is
hereby amended by changing the term "Borrower's 1995 fiscal year" therein to
"Borrower's 1996 fiscal year." Section 2.2.1 of the Original Loan Agreement
is also amended by adding the following sentence at the end of such Section:
"If the First Term Loan is made as aforesaid, the Borrower shall date the
First Term Note the date of such Loan." Section 2.2.2 of the Original Loan
Agreement is also amended by adding the following sentence at the end of such
Section: "If the Second Term Loan is made as aforesaid, the Borrower shall
date the Second Term Note the date of such Loan."
1
3. Paragraphs 3.2(e) and (f) of the Original Loan Agreement are hereby
amended to read as follows:
"(e) The Additional Percentage shall be 1.50% unless adjusted in
accordance with this Paragraph (e). If, before Borrower's Annual
Audited Financial Statements for 1995 are available, Borrower advises
Lender that, in Borrower's opinion, Borrower's operating income, as
determined by Generally Accepted Accounting Principles, for 1995, will
be at least $11,300,000.00, then the Additional Percentage shall be
adjusted to 1.40% effective as of the first day of Borrower's 1996
fiscal year; provided, however, that if Borrower's Annual Audited
Financial Statements for 1995 show that such operating income was not at
least $11,300,000.00, then such adjustment in the Additional Percentage
shall be of no effect, so that the Additional Percentage for 1996 shall
be 1.50%. If, before Borrower's Annual Audited
Financial Statements for 1996 are available, Borrower advises Lender
that, in Borrower's opinion, Borrower's operating income, as defined by
Generally Accepted Accounting Principles, for 1996 will be at least
$14,100,000.00, then the Additional Percentage shall be adjusted to
1.30% effective as of the first day of Borrower's 1997 fiscal year;
provided, however, that if Borrower's Annual Audited Financial
Statements for 1996 show that such operating income was not at least
$14,100,000.00, then such adjustment in the Additional Percentage shall
be of no effect, so that the Additional Percentage for 1997 shall be
1.50%. If, before Borrower's Annual Audited Financial Statements for
1997 are available, Borrower advises Lender that, in Borrower's opinion,
Borrower's operating income, as defined by Generally Accepted Accounting
Principles, for 1997 will be at least $17,600,000.00, then the
Additional Percentage shall be adjusted to 1.25% effective as of the
first day of Borrower's 1998 fiscal year; provided, however, that if
Borrower's Annual Audited Financial Statements for 1997 show that such
operating income was not at least $17,600,000.00, then such adjustment
in the Additional Percentage shall be of no effect, so that the
Additional Percentage on and after the first day of Borrower's 1998
fiscal year shall be 1.50%. Any calculation of accrued interest based
on an Additional Percentage that is less than 1.50% shall be provisional
unless and until a determination is made from Borrower's Annual Audited
Financial Statements that the Additional Percentage was appropriately
adjusted to a percentage less than 1.50%, rather than 1.50%."
"(f) The "Prime-Based Rate" shall be the Prime Rate, except that any
time before January 1, 1998, when the Additional Percentage is less than
1.5%, the Prime-Based Rate shall be the difference produced by
subtracting 0.25% from the Prime Rate."
4. Exhibit "B" to the Original Loan Agreement is hereby replaced by,
and with, the EXHIBIT "B" FIRST TERM NOTE that is attached to this Amendment.
Exhibit "C" to the Original Loan Agreement is hereby replaced by, and with,
the EXHIBIT "C" SECOND TERM NOTE that is attached to this Amendment.
5. The Original Note is hereby amended by changing the term "second
anniversary" in the second paragraph thereof to the term "third anniversary."
2
6. NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Dated: September 29, 1995.
BORROWER: LENDER:
XXXXX-XXXXXX COMPANY NATIONSBANK OF TEXAS, N.A.
(a Delaware corporation)
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
___________________ ____________________
Print Name: Xxxxx X. Xxxxxx Print Name: Xxxxxx X. Xxxxxx
Title: Vice President Finance Title: Vice President
CONSENT OF GUARANTOR
____________________
For the benefit of "Lender," as defined in the above Amendment (the
"Amendment"), XXXXX-XXXXXX PUBLISHING CORPORATION ("Guarantor"), a Delaware
corporation, hereby consents to the Amendment and agrees that (i) the term
"Loan Agreement," as used in the Guaranty Agreement dated June 10, 1994, and
signed by Guarantor for the benefit of such Lender, shall now mean the
"Original Loan Agreement," as defined in the Amendment, as amended by the
Amendment, and (ii) such Guaranty Agreement, as modified by this consent,
continues, and shall continue, in full force and effect.
Dated: September 29, 1995.
GUARANTOR:
XXXXX-XXXXXX PUBLISHING
CORPORATION
(a Delaware corporation)
By: /s/ Xxxxx X. Xxxxxx
___________________
Print Name: Xxxxx X. Xxxxxx
Title: Vice President Finance
3
