FIRST AMENDMENT TO LOAN DOCUMENTS

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Exhibit 10.1

This First Amendment to Loan Documents (the "Amendment") is made and entered into as of July 30, 2010, by and among BRIDGEPOINT EDUCATION, INC. ("Parent"), BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC ("BEREH"), ASHFORD UNIVERSITY, LLC ("Ashford"), UNIVERSITY OF THE ROCKIES, LLC ("UOR") and WAYPOINT OUTCOMES, LLC ("Waypoint," and collectively with Parent, BEREH, Ashford, and UOR, each a "Borrower" and collectively, "Borrowers") and COMERICA BANK ("Bank").

RECITALS

Borrowers and Bank are parties to that certain Credit Agreement dated as of January 29, 2010 ("Credit Agreement"), that certain Security Agreement dated as of January 29, 2010, that certain Revolving Credit Note issued on January 29, 2010, and that certain LIBOR/Prime Referenced Rate Addendum to Revolving Credit Note dated as of January 29, 2010 (as each agreement may be amended from time to time, including without limitation that certain extension letter dated March 23, 2010, together with any related documents, collectively, the "Loan Documents"). The Board of Directors of Parent has authorized a repurchase of outstanding shares of Parent's common stock (the "Stock Repurchase Authorization"). In connection with the Stock Repurchase Authorization, Borrowers have requested, and Bank has agreed to, a modification of the Loan Documents as provided in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

I.

Incorporation by Reference. The Recitals and the documents referred to therein are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Loan Documents.

II.

Amendment to the Loan Documents. Subject to the satisfaction of the conditions precedent as set forth in Article IV hereof, the Loan Documents are hereby amended as set forth below.

A.: Section 5.1(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(i) such transactions described in (a)-(h) above do not in the aggregate result in the payment or receipt of cash in excess of Seventy Five Million Dollars ($75,000,000) during any fiscal year; and"

B.: Section 5.8(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(c) dividends or distributions consisting of repurchases of Parent's capital stock or other equity interests in an aggregate amount not to exceed Seventy Five Million Dollars ($75,000,000) in any fiscal year (as long as no Default or Event of Default has occurred, is continuing or could reasonably be expected to exist after giving effect to such transactions), or"

III.

Legal Effect.

A.: The Credit Agreement and the other Loan Documents are hereby amended wherever necessary to reflect the changes described above. Each Borrower agrees that it has no defenses against the obligations to pay any amounts under the Loan Documents.

B.: Each Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon such Borrower's representations, warranties, and agreements, as set forth in the Credit Agreement and the other Loan Documents. Except as expressly modified pursuant to this Amendment, the terms of the Credit Agreement and the other Loan Documents remain unchanged, and in full force and effect. Bank's agreement to modifications to the existing Loan Documents pursuant to this Amendment in no way shall obligate Bank to make any future modifications to the Loan Documents. Nothing in this Amendment shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrowers to retain as liable parties, all makers and endorsers of the Credit Agreement and the other Loan Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Amendment. The terms of this paragraph apply not only to this Amendment, but also to all subsequent loan modification requests.
C.: This Amendment may be executed in two or more original or facsimile counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. This is an integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter of this Amendment.

IV.

Conditions Precedent. The effectiveness of this Amendment is conditioned upon receipt by Bank of:

A.: This Amendment, duly executed by Borrowers; and
B.: A legal fee from Borrowers in the aggregate amount of $700.

[The remainder of page is left intentionally blank; Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.


COMERICA BANK			BRIDGEPOINT EDUCATION, INC., A Delaware corporation
By:	/s/ XXXX XXXX		By:	/s/ XXXXXXX XXXX
	Name:	Xxxx Xxxx		Name:	Xxxxxxx Xxxx
	Title:	VP		Title:	Corporate Controller
			BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC, An Iowa limited liability company
			By: Bridgepoint Education, Inc., a Delaware corporation Its: Sole Member
			By:	/s/ XXXXXXX XXXX
				Name:	Xxxxxxx Xxxx
				Title:	Corporate Controller
			ASHFORD UNIVERSITY, LLC, An Iowa limited liability company
			By: Bridgepoint Education, Inc., a Delaware corporation Its: Sole Member
			By:	/s/ XXXXXXX XXXX
				Name:	Xxxxxxx Xxxx
				Title:	Corporate Controller
			UNIVERSITY OF THE ROCKIES, LLC, A Colorado limited liability company
			By: Bridgepoint Education, Inc., a Delaware corporation Its: Sole Member
			By:	/s/ XXXXXXX XXXX
				Name:	Xxxxxxx Xxxx
				Title:	Corporate Controller


WAYPOINT OUTCOMES, LLC, A Delaware limited liability company
By: Bridgepoint Education, Inc., a Delaware corporation Its: Sole Member
By:	/s/ XXXXXXX XXXX
	Name:	Xxxxxxx Xxxx
	Title:	Corporate Controller

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Exhibit 10.1

FIRST AMENDMENT TO LOAN DOCUMENTS
RECITALS
AGREEMENT

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FIRST AMENDMENT TO LOAN DOCUMENTS

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