XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC.
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
March 19, 2002
Xxxxxxx Education Group, Inc. d/b/a Xxxxxxx Education Group and f/k/a Xxxxxxx
Medical Corporation 0000 Xxxxxxxx Xxxx. Miami, FL 33137
Re: WCMA Line of Credit Increase and Extension
Ladies & Gentlemen:
This Letter Agreement will serve to confirm certain agreements of Xxxxxxx Xxxxx
Business Financial Services Inc. ("MLBFS") and Xxxxxxx Education Group, Inc.
d/b/a Xxxxxxx Education Group and f/k/a Xxxxxxx Medical Corporation ("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) The "Maturity Date" of the WCMA Line of Credit is hereby extended to
October 31, 2003.
(b) The "Maximum WCMA Line of Credit" is hereby increased to $3,500,000.00.
(c) The "Line Fee" for the period ending October 31, 2003, shall be $19,250.00.
Customer hereby authorizes and directs MLBFS to charge said amount to WCMA
Account No. 81V-07061 on or at any time after the Effective Date.
(d) The term "Interest Rate" shall mean a variable per annum rate of interest
equal to the sum of 2.80% and the One-Month LIBOR. "One-Month LIBOR" shall
mean, as of the date of any determination, the interest rate then most
recently published in the "Money Rates" section of The Wall Street Journal
as the one-month London Interbank Offered Rate. 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.
(e) Customer's "tangible net worth" shall at all times exceed $8,500,000.00.
For the purposes hereof, the term "tangible net worth" shall mean
Customer's net worth as shown on Customer's regular financial statements
prepared in a manner consistent with the terms hereof, but excluding an
amount equal to: (i) any assets which are ordinarily classified as
"intangible" in accordance with generally accepted accounting principles,
and (ii) any amounts now or hereafter directly or indirectly owing to
Customer by officers, shareholders or affiliates of Customer.
1
(f) Subject to the terms of the Loan Documents (including the Letter of Credit
Supplement included therein), MLBFS has approved letter of credit
availability for Customer under the WCMA Line of Credit, limited to the
lesser of: (i) $1,000,000.00 or (ii) the then remaining availability under
Customer's WCMA Line of Credit. Each letter of credit will be issued by a
corresponding bank after approval both by MLBFS and that bank as to the
terms of the requested letter of credit and execution by Customer of all
documents required by MLBFS and that bank. Each letter of credit will be
subject to the approval of MLBFS and the issuing bank, and when issued will
reduce the remaining availability under Customer's WCMA Line of Credit by
the amount of such letter of credit and its related fees. In connection
with said letter of credit availability, Customer acknowledges and agrees:
Concurrently with its acceptance hereof, Customer will pay to MLBFS by
check a non-refundable Letter of Credit Commitment Fee in the amount
of $2,500.00 of which $262.50 is now due and owing.
All other fees will be charged in accordance with the terms of the
Letter of Credit Supplement included in the Loan Documents.
No letter of credit expiry date shall extend beyond the Maturity Date.
Additional fees may apply under certain circumstances. All fees
(except for the Letter of Credit Commitment Fee) will be charged to
Customer's WCMA Account at the applicable time. Please be advised,
generally a letter of credit takes a minimum of 72 hours to be issued
from the date the required documents are returned and accepted by
MLBFS.
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 enclosed
herewith; (b) Customer shall furnish to MLBFS a check in the amount of $5,250.00
made payable to "Lexis Document Services" representing the documentary stamp tax
required by the Secretary of State, Florida. Consult your tax advisor about this
tax, since it may not be due if the Loan Document is executed outside of the
State of Florida, as evidenced by a notary's acknowledgment at the end of the
Loan Document; and (c) an officer of MLBFS shall have reviewed and approved this
Letter Agreement as being consistent in all respects with the original internal
authorization hereof.
2
Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter Agreement 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 Relationship Manager
Accepted:
Xxxxxxx Education Group, Inc. d/b/a Xxxxxxx Education Group and f/k/a Xxxxxxx
Medical Corporation
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
The foregoing instrument was acknowledged before me this day of
_____________________ AD, 2002 by ________________________________________, of
Xxxxxxx Education Group, Inc. d/b/a Xxxxxxx Education Group and f/k/a Xxxxxxx
MEDICAL Corporation, a Florida corporation, on behalf of the corporation. He/She
is personally known to me or has produced ______________________ as
identification.
-------------------------------------
NOTARY PUBLIC
---------------------------------------
TYPED NAME OF NOTARY PUBLIC
My Commission Expires:
-------------------------
[S E A L]
3
Approved:
Ultrasound Technical Services, Inc. d/b/a Ultrasound Diagnostic Schools
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
Xxxxxxx Xxxxx College, Inc.
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
Colorado Technical University, Inc. d/b/a Colorado Technical University
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
CTU Corporation f/k/a M.D.J.B., Inc.
By: __________________________________________________________
Printed Name: ________________________________________________
Title: _______________________________________________________
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agreement renewing.doc
