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EXHIBIT 10.5
ALLONGE
The 13% Senior Subordinated Note, dated July 16, 1991, issued by
Educational Medical, Inc. ("Company") to State Employees' Retirement Fund of
the State of Delaware (the "Retirement Fund") and NAP & Company, its Registered
Nominee, pursuant to the Securities Purchase Agreement (the "Purchase
Agreement") dated April 16, 1993, among the Retirement Fund, Trust for Defined
Benefit Plan of ICI American Holdings, Inc. and the Company, in the original
principal sum of Two Million Nine Hundred Thousand and 00/100 Dollars
($2,900,000.00) (the "Note") is hereby amended to provide that, instead of
paying interest quarterly and the entire unpaid principal amount of the Note on
July 16, 1996 as provided in the Note, the Company shall pay an installment of
principal in the amount of Seventy-Two Thousand Five Hundred and 00/100 Dollars
($72,500.00), with interest (computed for the actual number of days elapsed on
the basis of a 365 day year) on the unpaid principal balance outstanding from
time to time at the rate of thirteen percent (13%) per annum, quarterly on the
last day of March, June, September and December in each year, until (x) the
Note has been paid in full or (y) all obligations of the Company to Sirrom
Capital Corporation ("Sirrom") pursuant to the Loan Agreement between the
Company and Sirrom dated March 31, 1995 have been paid in full (the "Sirrom
Satisfaction"). On the last day of the first full calendar month following the
Sirrom Satisfaction, fifteen percent of the unpaid principal balance
outstanding (the "Outstanding Balance") and all related interest shall be due
and payable, and additional payments of twenty percent of the Outstanding
Balance, twenty-five percent of the Outstanding Balance and the remainder of
the Outstanding Balance, and all related interest, shall be due and payable on
the last day of the following second, third and fourth calendar months.
Further, Section 9 of the Purchase Agreement is hereby amended to read
as follows:
(d) All notices given pursuant to this Paragraph 9 shall be sent
by first class mail or by a reputable overnight nationwide delivery
service (with charges prepaid) to the holders of the Notes or to the
holders of the Senior Debt, as applicable, at the following addresses:
If to the holders of the Notes, to them, in care of their
representative at:
Pecks Management Partners Ltd.
Xxx Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxx
If to the holders of the Senior Debt, to them, in care of
their representative at:
Sirrom Capital Corporation
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
All notices given pursuant to this Paragraph 9 shall be deemed to be
given three (3) days following deposit in the mail, if sent by mail,
and one (1) day following delivery to an overnight delivery service,
if sent by overnight courier, or, if earlier, upon actual receipt by
the intended recipient.
Except as specifically provided for in this Allonge, the terms of the
Note and the Purchase Agreement shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Allonge as of the _____ day of _____________, 1995.
EDUCATIONAL MEDICAL, INC.
By:
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Name:
Title:
STATE EMPLOYEES' RETIREMENT FUND OF THE
STATE OF DELAWARE AND NAP & COMPANY,
ITS REGISTERED NOMINEE
By: Pecks Management Partners Ltd.,
its Investment Adviser
By:
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Xxxxxx X. Xxxxxx
Managing Director
