AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of August 10, 2007 (this “Amendment”) is entered into with reference to the Second Amended and Restated Credit Agreement, dated as of June 8, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Corinthian Colleges, Inc. a Delaware corporation (the “Domestic Borrower”), CDI Career Development Institutes Ltd. (the “Canadian Borrower” and together with Domestic Borrower, collectively, the “Borrowers”), the Lenders from time to time party thereto, Bank of America, N.A., as Domestic Administrative Agent, Domestic L/C Issuer and Domestic Swing Line Lender, Bank of America, N.A., acting through its Canadian branch, as Canadian Administrative Agent, Canadian L/C Issuer and Canadian Swing Line Lender, and certain other agents. Capitalized terms used in this Amendment and not otherwise defined herein are used with the meanings set forth for those terms in the Credit Agreement.
1. Amendments. The Borrowers and the undersigned Lenders hereby agree to amend the Credit Agreement as follows:
(a) Section 7.1l(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(b) Consolidated Fixed Charges Coverage Ratio. Permit the Consolidated Fixed Charges Coverage Ratio of the Domestic Borrower and its Subsidiaries as of the end of any fiscal quarter of the Domestic Borrower to be less than 1.50:1.00 from and after June 30, 2007.
2. Conditions Precedent. The effectiveness of this Amendment shall be conditioned upon the receipt by the Domestic Administrative Agent of (a) counterparts of this Amendment executed by the Borrowers, (b) counterparts of this Amendment executed by the Required Lenders, (c) written consents hereto executed by all of the Guarantors in substantially the form of Exhibit A attached hereto and (d) an amendment fee in an amount equal to 0.03% of the aggregate Commitments of those Lenders that shall have executed and returned their signature page to the Domestic Administrative Agent on or before 10:00 a.m., pacific time, on August 10, 2007, which fee shall be distributed by the Domestic Administrative Agent to such consenting Lenders. Once effective, this Amendment shall be deemed effective as of June 30, 2007 for the quarterly period ending on such date.
3. Representations and Warranties. The Borrowers represent and warrant to the Administrative Agents and the Lenders that, as of the date of this Amendment and after giving effect thereto, (i) no Default has occurred and remains continuing, and (ii) the representations and warranties contained in Article V of the Credit Agreement and each other Loan Document are true and correct as if made on the date hereof, except for representations and warranties which expressly speak as of a particular date, in which case they shall be true and correct as of such earlier date and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.
4. Confirmation. In all other respects, the terms of the Credit Agreement and the other Loan Documents are hereby confirmed.
5. Counterparts. This Amendment may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the Borrowers and the undersigned Lenders have executed this Amendment as of the date first written above by their duly authorized representatives.
| CORINTHIAN COLLEGES, INC., | ||||
| a Delaware corporation | ||||
| By: | /s/ Xxxxxxx X. Xxx | |||
| Name: | Xxxxxxx X. Xxx | |||
| Title: | Executive Vice President and CFO | |||
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| CDI CAREER DEVELOPMENT INSTITUTES | ||
| LTD., a corporation under the Canada Business Corporations Act | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
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| BANK OF AMERICA, N.A., | ||
| as a Administrative Agent | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Assistant Vice President | |
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| BANK OF AMERICA, N.A., | ||
| as a Domestic Lender | ||
| By: | /s/ Mara Vaisz | |
| Name: | Mara Vaisz | |
| Title: | Vice President | |
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| BANK OF AMERICA, N.A., acting through its | ||
| Canada Branch, as a Canadian Lender | ||
| By. | /s/ XXXXXX SALES XX XXXXXXX | |
| Name: | XXXXXX SALES XX XXXXXXX | |
| Title: | VICE PRESIDENT | |
0
| XXXXX XXXX XX XXXXXXXXXX, N.A., | ||
| as a Domestic Lender | ||
| By: | /s/ XXXXXXX X. XXXXX | |
| Name: | XXXXXXX X. XXXXX | |
| Title: | Vice President | |
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| U.S. BANK NATIONAL ASSOCIATION, | ||
| as a Domestic Lender | ||
| By: | /s/ Kurban H. Merchant | |
| Name: | Kurban H. Merchant | |
| Title: | Vice President | |
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| JPMORGAN CHASE BANK, N.A. | ||
| as a Domestic Lender | ||
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Vice President | |
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| SUNTRUST BANK, | ||
| as a Domestic Lender | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Director | |
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| THE NORTHERN TRUST COMPANY, | ||
| as a Domestic Lender | ||
| By; | /s/ XXXXXXXXX X. XXXX | |
| Name: | XXXXXXXXX X. XXXX | |
| Title: | OFFICER | |
00
| XXXXX XXXX XX XXXXXXXXXX, N.A., | ||
| as a Canadian Lender | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Title: | Vice President | |
00
| XXXXXXXX XXXXX XXXX, X.X., Xxxxxxx | ||
| Branch, as a Canadian Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
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| U.S. BANK NATIONAL ASSOCIATION, | ||
| as a Canadian Lender | ||
| By: | /s/ XXXXX XXXXXXXX | |
| Name: | XXXXX XXXXXXXX | |
| Title: | PRINCIPAL OFFICER | |
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[Exhibit A to Amendment]
CONSENT AND REAFFIRMATION OF GUARANTOR
This Consent and Reaffirmation of Guarantor is delivered by the undersigned Guarantors to Bank of America, N.A., as Domestic Administrative Agent, and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, with reference to the First Amended and Restated Guaranty dated as of June 8, 2005 and that certain First Amended and Restated Guaranty dated as of August 15, 2003 (each, a “Guaranty”) delivered in connection with the Second Amended and Restated Credit Agreement, dated as of June 8, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Corinthian Colleges, Inc. a Delaware corporation (the “Domestic Borrower”), CDI Career Development Institutes Ltd. (the “Canadian Borrower” and together with Domestic Borrower, collectively, the “Borrowers”), the Lenders from time to time party thereto, Bank of America, N.A., as Domestic Administrative Agent, Domestic L/C Issuer and Domestic Swing Line Lender, Bank of America, N.A., acting through its Canadian branch, as Canadian Administrative Agent, Canadian L/C Issuer and Canadian Swing Line Lender, and certain other agents. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.
Each of the undersigned is a party to a Guaranty and hereby consents to the execution and delivery of the proposed Amendment No. 1 to Second Amended and Restated Credit Agreement, substantially in the form of the draft presented to the undersigned. By its execution hereof, each of the undersigned hereby (i) acknowledges and reaffirms all of its obligations and undertakings under each Guaranty to which it is a party and (ii) acknowledges and agrees that such Guaranty is and shall remain in full force and effect in accordance with the terms thereof.
| CORINTHIAN COLLEGES, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| CORINTHIAN SCHOOLS, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
A-1
| XXXXXX COLLEGES, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| PEGASUS EDUCATION, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| TITAN SCHOOLS, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| CAREER XXXXXXX, XXX., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| GRAND RAPIDS EDUCATIONAL CENTER, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
A-2
| NATIONAL SCHOOL OF TECHNOLOGY, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| XXXXXX BUSINESS GROUP, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| FLORIDA METROPOLITAN UNIVERSITY, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| MJB ACQUISITION CORP. d/b/a WYOMING TECHNICAL INSTITUTE, | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| ECAT ACQUISITION, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
A-3
| SEQUOIA EDUCATION, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| ETON EDUCATION, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| XXXXXXX EDUCATION, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
| XXXX XXXXX COLLEGE, INC., | ||
| as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | Executive Vice President and CFO | |
A-4
