EXHIBIT 10(e)(iv)
AMENDMENT NO. FOUR TO REVOLVING CREDIT,
SECURITY AND GUARANTY AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of November,
1995, by and among XXXX XXXXX KANSAS CITY BANK, a Missouri banking corporation
("Bank"); CONCORDE CAREER COLLEGES, INC., a Delaware corporation ("Borrower");
MINNESOTA INSTITUTE OF MEDICAL AND DENTAL ASSISTANTS, INC., a Minnesota
corporation ("Minnesota"); TEXAS COLLEGE OF MEDICAL AND DENTAL ASSISTANTS, INC.,
a Texas corporation ("Texas"); UNITED HEALTH CAREERS INSTITUTE, INC., a
California corporation ("United"); SOUTHERN CALIFORNIA COLLEGE OF MEDICAL AND
DENTAL ASSISTANTS, INC., a California corporation ("Southern California");
CONCORDE CAREERS - FLORIDA, INC., a Florida corporation ("Florida"); THE
COLLEGES OF DENTAL AND MEDICAL ASSISTANTS, INC., a California corporation
("Dental"); PERSON/XXXXXXXX ASSOCIATES, INC., a New York corporation
("Person/Xxxxxxxx"); COMPUTER CAREER INSTITUTE, INC., an Oregon corporation
("Computer"); CONCORDE CAREER INSTITUTE, INC., a Florida corporation ("Concorde-
Florida"); and CAREER ASSISTANCE, INC., a Missouri corporation ("Career
Assistance") (Minnesota, Texas, United, Southern California, Florida, Dental,
Person/Xxxxxxxx, Computer, Concorde-Florida and Career Assistance being
hereinafter referred to collectively as "Guarantors" and each individually as a
"Guarantor");
WITNESSETH THAT:
WHEREAS, Bank, Borrower and Guarantors (except Career Assistance) are
the initial parties to a Revolving Credit,
Part V - Page 1
Security and Guaranty Agreement dated as of September 3, 1991 ("Initial Credit
Agreement"), to Amendment No. One thereto ("Amendment No. One") dated April 30,
1992, to Amendment No. Two thereto ("Amendment No. Two") dated as of April 30,
1993, and to Amendment No. Three thereto ("Amendment No. Three") dated as of
September 1, 1994 (said Initial Credit Agreement, as amended by Amendment No.
One, by Amendment No. Two and by Amendment No. Three, being hereinafter referred
to as the "Revolving Credit Agreement");
WHEREAS, the promissory note in the face amount of $5,553,479.36 dated
September 1, 1994 (the "September 1 Note"), matures January 3, 1996), and has a
current principal balance of $1,887,009.36, and the parties desire to modify
the payment schedule of the September 1 Note and to change its final maturity;
WHEREAS, Borrower and Guarantors have proposed certain additional
modifications to the Revolving Credit Agreement; and
WHEREAS, Bank is willing to agree to such modifications, but only upon
the terms and conditions hereinafter set forth, including but not limited to the
inclusion of Career Assistance as one of the Guarantors, among other items;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, Borrower, Bank and Guarantors agree
as follows:
1. Defined Terms. Terms used herein with initial capital letters but not
defined herein shall have the meanings given to them in the Revolving Credit
Agreement or, if not defined in the
-2-
Revolving Credit Agreement, in the Note. Consistent with the definitions of
"Agreement" in Section 1.01 and "Note" in Section 2.02 of the Revolving Credit
Agreement, references in the Revolving Credit Agreement and herein to "this
Agreement" and the "Loan Documents" shall include Amendment No. One, Amendment
No. Two, Amendment No. Three, and this Amendment No. Four and all future
amendments, modifications, restatements, substitutions and replacements of the
Initial Credit Agreement, and references in this Agreement and in the Loan
Documents to the "Note" shall include the Note as modified herein and as
evidenced by a promissory note of approximate even date herewith attached as
Exhibit A, and all future amendments, extensions, modifications, renewals,
reaffirmations, restatements, replacements and substitutions thereof and
therefor.
2. Modification of Payment Terms of Note. The parties agree to
modify the payment terms of the Promissory Note in the face amount of
$5,553,479.36 dated September 1, 1994, and to extend the maturity thereof, and
to restate it in its entirety so that the Loan will be evidenced by and repaid
in accordance with a single promissory note duly executed on behalf of Borrower,
substantially in the form of Exhibit A, attached hereto, dated as of
approximately even date in the principal amount of $1,887,009.36, and payable to
the order of Bank, which is herein referred to as the "Note".
3. Career Assistance as Guarantor. Career Assistance executes this
Agreement as one of the Guarantors, and agrees to be bound by all of the
provisions of the Revolving Credit
-3-
Agreement applicable to "Guarantors" as if Career Assistance was an original
party to the Revolving Credit Agreement. Without limiting the generality of the
foregoing, Career Assistance guarantees all Bank Liabilities as provided in
Article III of the Initial Credit Agreement, and grants a security interest in
its assets as provided in Article IV of the Initial Credit Agreement. Borrower
acknowledges and agrees that all provisions of the Revolving Credit Agreement,
including but not limited to all of Borrowers representations, warranties,
agreements and covenants, applicable to a "Guarantor" shall also apply to Career
Assistance. Without limiting the generality of the foregoing, all of the
outstanding shares of capital stock of Career Assistance are herewith delivered
to Bank accompanied by a stock power executed in blank and such capital stock
shall be "Pledged Stock."
4. Investment in Career Assistance. Bank consents to the investment
by Borrower in Career Assistance, and Career Assistance shall also be considered
to be a "Restricted Subsidiary" of Borrower, as well as a "Guarantor."
5. Restructure Fee. Borrower agrees to pay Bank a restructure fee in
an amount equal to five percent (5%) of the projected outstanding principal
balance of the Note on June 3, 1996. The projected outstanding principal
balance of the Note on June 3, 1996 is $1,343,275.36, and five percent (5%) of
such amount is $67,163,77 which shall be payable in six (6) equal installments
of $11,193.96 ("Restructure Installment Payment"). A Restructure Installment
Payment shall be due January 3, 1996,
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and on the 3rd day of each month thereafter until June 3, 1996, when the final
Restructure Installment Payment shall be due and payable; provided, however,
that in the event Borrower makes a prepayment of principal of at least
$223,880.00 on the first business day of any month for which a Restructure
Installment Payment is due, then the Restructure Installment Payment for such
month shall be waived.
6. Location of Career Assistance. The address of the chief executive
office of Career Assistance is 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx,
Xxxxxxxx, and all Collateral owned by it shall be kept only at such location.
7. Evidence of Authority to Execute Agreement. Contemporaneously with
the execution hereof, each of Borrower and Guarantors shall deliver to Bank a
certificate of the Secretary or an Assistant Secretary of Borrower or such
Guarantor certifying, as of the date hereof, (a) the due adoption by the board
of directors of Borrower or such Guarantor, as the case may be, of resolutions
which are set forth at length in such certificate and which authorize the
execution, delivery and performance of this Agreement, (b) that such resolutions
have not been rescinded or revoked and are in full force and effect, and (c) the
incumbency and signatures of the officers who have signed this Agreement on
behalf of Borrower or such Guarantor, as the case may be.
8. Conditions Precedent. As a condition to the effectiveness and
enforceability of this Agreement, the following events must have occurred:
-5-
(a) Borrower and CenCor, Inc. shall have executed and delivered to
Bank on the date hereof a Modification to Mortgage and Acknowledgement of
Subordination in form and substance satisfactory to Bank which will provide,
among other provisions, that the Note is secured by the Mortgage and that the
Mortgage remains a first lien in the property encumbered by the Mortgage; and
(b) Borrower will obtain from Chicago Title Insurance Company within
thirty (30) days of the date of the Agreement, an endorsement to Chicago Title
Insurance Company Loan Policy No. 23-0032-92-041229 dated September 11, 1991,
providing that the Mortgage described therein as modified by the Modification to
Mortgage and Acknowledgement of Subordination remains a first and prior lien on
the real estate described therein subject only to Special Exceptions 1, 2, 3 and
4 described in such Loan Policy.
(c) Cencor, Inc. shall have executed a consent to the investment by
Borrower in Career Assistance, specifying that the provisions of Section 7.4 of
the Restructuring, Security and Guaranty Agreement dated as of October 30, 1992,
among Borrower, Cencor, Inc., and other parties are waived with respect to
Career Assistance, and that Borrower is not in default under such Restructuring,
Security and Guaranty Agreement, and such consent shall be delivered to Bank on
the date hereof.
Bank may, at its sole option, waive any of the conditions, or extend
the time for the satisfaction of the same. If any of the conditions are not
either satisfied or waived within the specified time period, as the same may be
extended in writing by
-6-
the Bank, this Agreement and the documents executed in connection therewith
shall be void ab initio.
9. Representations and Warranties. Borrower and Guarantors hereby
jointly and severally represent and warrant to Bank that:
(a) Each of them has all requisite power and authority to enter into
and perform this Agreement, this Agreement has been duly authorized by all
necessary action of the board of directors of each of them, and this Agreement
constitutes a valid and binding obligation of each of them and will not
contravene the terms of any other agreement or obligation of either of them;
(b) They have determined the terms and conditions of this Agreement to
be satisfactory and in their best interests, and they have, after consultation
with legal counsel, voluntarily decided to execute and deliver this Agreement
and to carry out the actions contemplated herein;
(c) All of the statements, representations and warranties of fact,
status or effect set forth in this Agreement, including without limitation those
set forth in the recitals, are true, correct, complete and accurate in all
respects, and none of such statements, representations and warranties omits to
state any material fact necessary in order to make the statements therein not
misleading;
(d) Each of the Loan Documents (including this Agreement) and all
documents relating to this Agreement are supported by a good, valuable,
adequate, and sufficient consideration;
-7-
(e) The obligations of Borrower and Guarantors that were created and
are evidenced by the Loan Documents (including this Agreement) and all documents
relating to this Agreement are valid, legally binding, and enforceable by Bank
in accordance with the terms and provisions of the Loan Documents as modified
hereby;
(f) All Loans and other advances heretofore made by Bank were made in
accordance with the terms and provisions of the Loan Documents;
(g) The Loan Documents (including this Agreement) and all documents
relating to this Agreement and all Loans and other advances heretofore made by
Bank conferred direct, substantial, and valuable benefits upon Borrower and
Guarantors;
(h) All Loans and other advances heretofore made by Bank were made in
reliance upon the validity, legally binding effect, and enforceability of the
obligations of Borrower and Guarantors under the Loan Documents;
(i) The Revolving Credit Agreement, this Amendment No. Four, the
Mortgage and the Assignment of Leases and Rents create or created and evidence
first, prior, valid, legally binding and enforceable security interests and
liens, in favor of Bank, in, to, and against all property described in each such
document;
(j) As of the date hereof, the unpaid principal balance of the Loan is
$1,887,009.36;
(k) Borrower and Guarantors are absolutely and unconditionally
liable, jointly and severally, for the payment and performance of the Bank
Liabilities, and neither Borrower nor
-8-
any Guarantor has, with respect to any of the Bank Liabilities, any meritorious
defenses, set-offs, disputes, claims, arguments, or contentions of any kind
whatsoever;
(l) There is no provision of any existing deed of trust, mortgage,
indenture, contract or agreement binding upon Borrower or Guarantors, any of the
Collateral or the real property subject to the Mortgage and the Assignment of
Leases and Rents which would conflict with or in any way prevent the execution,
delivery or performance of the terms of this Agreement or any other document
relating hereto;
(m) Borrower and Guarantors acknowledge that they are jointly and
severally obligated to pay, or reimburse Bank for, on demand, any and all
reasonable out-of-pocket costs, fees and expenses, including but not limited to
reasonable attorneys' fees and expenses, incurred or paid by Bank in connection
with (i) the negotiation and drafting of this Agreement, including this
Amendment No. Four and related documents and (ii) the interpretation and
enforcement of the Loan Documents; provided, however, that Borrower and
Guarantors shall not be obligated to reimburse more than $7,500.00 to Bank for
attorneys' fees and expenses incurred in connection with the negotiation,
preparation and execution of this Amendment No. Four. Borrower's duty to
reimburse Bank for costs, fees and expenses provided herein shall not apply to
any outside appraiser retained by the Bank for services rendered prior to the
execution hereof. The provisions of this paragraph shall not limit the
generality of Section 12.13 of the Revolving Credit Agreement, as amended
hereby; and
-9-
(n) Borrower represents that it owns all of the capital stock of
Career Assistance, and that its investment in Career Assistance does not exceed
$500,000.00.
10. Release. Borrower and Guarantors, for themselves and for their
respective heirs, personal representatives, successors, and assigns, hereby
release, acquit, and forever discharge Bank and all of Bank's predecessors,
stockholders, directors, officers, attorneys, representatives, agents,
employees, successors, and assigns of and from any and all causes of action,
claims, debts, and demands of every kind and character (except claims to payment
of the amount of any balances maintained in deposit accounts with Bank, which
claims shall, however, be subject to Bank's right of set-off) whether now or
hereafter existing and whether now known or hereafter discovered, which relate
in any manner whatsoever to, or arise in any manner whatsoever from, Bank's
dealings, prior to the date of this Agreement, with Borrower and Guarantors, or
any of them, including, without limitation, those dealings that are evidenced by
and relate to the Loan Documents.
11. No Waiver. Neither any course of dealing between Borrower and
Bank nor any omission or delay by Bank in exercising any right, power or
privilege under this Agreement or any other Loan Documents shall impair such
right, power or privilege or be construed to be a waiver of or acquiescence in
any Default, and any single or partial exercise of any right, power or privilege
shall not preclude other or further exercise of that or any other
-10-
right, power or privilege and no waiver shall be valid unless in writing and
signed by Bank and then only to the extent specified.
12. Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that neither Borrower nor any
Guarantor may assign or transfer any of its rights or obligations under this
Agreement or any of the Loan Documents or any interest in any moneys due or to
become due under any of the Loan Documents without the prior written consent of
Bank.
13. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
affecting the validity or enforceability of such provision in any other
jurisdiction or invalidating the remaining provisions hereof in any
jurisdiction.
14. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws, statutes and decisions of the State of Missouri
applicable to contracts made and to be performed wholly within such state, to
the non-exclusive jurisdiction of whose courts, state and federal, Borrower and
Guarantors irrevocably agree to submit.
15. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
16. Entire Agreement; Loan Documents to Remain in Effect as Modified.
This Agreement and the Exhibits attached hereto embody
-11-
the entire agreement and understanding between the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings
relating to such subject matter, except that the Loan Documents, as modified
hereby, shall remain in full force and effect.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
18. No Third Party Beneficiaries. This Agreement is entered into
solely for the benefit of the parties hereto and no person not a party hereto
shall have any rights to object to or recover any damages or loss resulting from
any course of conduct by any of the parties or by reason of any amendment hereto
or the failure of any party to enforce the obligations of any other party
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers as of the day and year
first above written.
Oral agreements or commitments to loan money, extend credit or to
forbear from enforcing repayment of a debt including promises to extend or
renew such debt are not enforceable. To protect you (borrower(s) and us
(creditor) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing, which is the complete
and exclusive statement of the agreement between us, except as we may later
agree in writing to modify it.
-00-
XXXX XXXXX XXXXXX XXXX BANK
By: /s/ Xxxx Xxxxxx
------------------------------
Printed Name: Xxxx Xxxxxx
-----------------------
Its: Senior Vice President
--------------------------------
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 10th day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxxx Xxxxxx and
___________________ of Xxxx Xxxxx Kansas City Bank, a Missouri banking
corporation, to me personally known to be such officer and the same person who
executed as such officer the foregoing instrument on behalf of said corporation,
and such person duly acknowledged the execution of the same to be the act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Notary Public in and for said
County and State
My commission expires:
December 6, 1998 (STAMP) XXXXXXX X. XXXXXXXXXX
----------------------
STATE OF MISSOURI
Notary Public - Notary Seal
Xxxxxxx County
My Commission Expires: Dec. 6, 1998
-13-
CONCORDE CAREER COLLEGES, INC.
ATTEST:
By: /s/ X. X. Xxxxxxx
----------------------------
/s/ Xxxx X. Xxxxx Xxxx X. Xxxxxxx
--------------------------- Chairman of the Board and
Secretary Chief Executive Officer
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me,
the undersigned, a notary public in and for said state, came Xxxx X. Xxxxxxx,
Chairman of the Board and Chief Executive Officer of Concorde Career Colleges,
Inc., a Delaware corporation, to me personally known to be such officer and the
same person who executed as such officer the foregoing instrument on behalf of
said corporation, and such person duly acknowledged the execution of the same to
be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-14-
MINNESOTA INSTITUTE OF MEDICAL AND DENTAL
ASSISTANTS, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
------------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
---------------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of Minnesota Institute of Medical and Dental Assistants, Inc., a
Minnesota corporation, to me personally known to be such officer and the same
person who executed as such officer the foregoing instrument on behalf of said
corporation, and such person duly acknowledged the execution of the same to be
the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-15-
TEXAS COLLEGE OF MEDICAL AND DENTAL
ASSISTANTS, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
----------------------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me,
the undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of Texas College of Medical and Dental Assistants, Inc., a Texas
corporation, to me personally known to be such officer and the same person who
executed as such officer the foregoing instrument on behalf of said corporation,
and such person duly acknowledged the execution of the same to be the act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-16-
UNITED HEALTH CAREERS INSTITUTE, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
-----------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me,
the undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of United Health Careers Institute, Inc., a California corporation, to
me personally known to be such officer and the same person who executed as such
officer the foregoing instrument on behalf of said corporation, and such person
duly acknowledged the execution of the same to be the act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 0000
-00-
XXXXXXXX XXXXXXXXXX COLLEGE OF
MEDICAL AND DENTAL ASSISTANTS, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
----------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
--------------------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me,
the undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of Southern California College of Medical and Dental Assistants, Inc.,
a California corporation, to me personally known to be such officer and the
same person who executed as such officer the foregoing instrument on behalf of
said corporation, and such person duly acknowledged the execution of the same to
be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-18-
CONCORDE CAREERS - FLORIDA, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
----------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
----------------------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me,
the undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of Concorde Careers -Florida, Inc., a Florida corporation, to me
personally known to be such officer and the same person who executed as such
officer the foregoing instrument on behalf of said corporation, and such person
duly acknowledged the execution of the same to be the act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-19-
THE COLLEGES OF DENTAL AND MEDICAL
ASSISTANTS, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
--------------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
-----------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of The Colleges of Dental and Medical Assistants, Inc., a California
corporation, to me personally known to be such officer and the same person who
executed as such officer the foregoing instrument on behalf of said corporation,
and such person duly acknowledged the execution of the same to be the act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
__________________________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-20-
PERSON/XXXXXXXX ASSOCIATES, INC.
ATTEST:
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
/s/ Xxxx X. Xxxxx Xxxx X. Xxxxxxx
--------------------------
Secretary Chairman of the Board and Chief
Executive Officer
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxxx X. Xxxxxxx,
Chairman of the Board and Chief Executive Officer of Person/Xxxxxxxx Associates,
Inc., a New York corporation, to me personally known to be such officer and the
same person who executed as such officer the foregoing instrument on behalf of
said corporation, and such person duly acknowledged the execution of the same to
be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
__________________________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-21-
COMPUTER CAREER INSTITUTE, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Xxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxx
-----------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxx X. Xxxxxxx,
President of Computer Career Institute, Inc., an Oregon corporation, to me
personally known to be such officer and the same person who executed as such
officer the foregoing instrument on behalf of said corporation, and such person
duly acknowledged the execution of the same to be the act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
___________________________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
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CONCORDE CAREER INSTITUTE, INC.
ATTEST:
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx,
/s/ Xxxx X. Xxxxx Chairman of the Board
--------------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxxx X. Xxxxxxx,
Chairman of the Board of Concorde Career Institute, Inc., a Florida corporation,
to me personally known to be such officer and the same person who executed as
such officer the foregoing instrument on behalf of said corporation, and such
person duly acknowledged the execution of the same to be the act and deed of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
__________________________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-23-
CAREER ASSISTANCE, INC., a Missouri Corporation
ATTEST:
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx,
President
/s/ Xxxx X. Xxxxx
----------------------------
Secretary
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI )
) ss.
COUNTY OF XXXXXXX )
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me, the
undersigned, a notary public in and for said state, came Xxxxxxx X. Xxxxxx,
President of Career Assistance, Inc., a Missouri corporation, to me personally
known to be such officer and the same person who executed as such officer the
foregoing instrument on behalf of said corporation, and such person duly
acknowledged the execution of the same to be the act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-24-
EXHIBIT "A"
PROMISSORY NOTE
---------------
$1,887,009.36 Kansas City, Missouri
November 1, 1995
FOR VALUE RECEIVED, CONCORDE CAREER COLLEGES, INC., a Delaware
corporation (the "Maker"), hereby promises to pay to the order of XXXX XXXXX
KANSAS CITY BANK (the "Bank"), the principal sum of ONE MILLION EIGHT HUNDRED
EIGHTY-SEVEN THOUSAND NINE AND 36/100 DOLLARS ($1,887,009.36), together with
interest on the unpaid principal balance outstanding from time to time, from
date until Maturity (as hereinafter defined), at a variable rate per annum One
and One-Half percentage points (1 1/2%) in excess of the Bank's prime rate, as
determined by the Bank and distributed to its officers and employees from time
to time for their use in setting and adjusting interest rates on loans,
regardless of whether such prime rate is otherwise published or utilized and
irrespective of the rate of interest charged by the Bank on any loan to a person
other than the Maker (the "Prime Rate"). The Maker acknowledges that the Prime
Rate is not necessarily the best nor even a favorable rate. The interest rate
on this Note shall be adjusted on the same day as each change in the Prime Rate
occurs. Interest shall be calculated on the basis of the actual number of days
elapsed over a year of three hundred sixty (360) days.
As used in this Note, the following terms shall have the following
meanings:
(a) "Business Day" means any day other than Saturday, Sunday or any
other day on which commercial banks in the State of Missouri are authorized or
required to close under applicable law or executive order.
(b) "Default Rate" means a rate per annum equal to the Prime Rate plus
Four and One-Half percentage points (4 1/2%), Rate adjusted daily, not to exceed
the highest rate of interest permitted by applicable law.
(c) "Dollars" and "$" mean lawful money of the United States of
America.
(d) "Holder" means the Bank and any other person in possession of this
Note if this Note has been endorsed to such person, to his order, to bearer or
in blank.
(e) "Interest Due Date" means the first day of each calendar month
commencing after the date of this Note and prior to Maturity.
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(f) "Maturity" means January 3, 1997, or such earlier date on which
the principal balance of and accrued interest on this Note shall have been
declared immediately due and payable as provided herein.
(g) "Mortgage" means the Mortgage, dated on or about September 3,
1991, encumbering real property owned by the Maker and located in Warren,
Michigan, as may be modified or amended in writing from time to time.
(h) "Revolving Credit Agreement" means the Revolving Credit, Security
and Guaranty Agreement dated September 3, 1991 between the Maker, the Bank and
certain subsidiaries of the Maker, as amended by Amendment No. One thereto dated
April 30, 1992 and by Amendment No. Two thereto dated April 30, 1993, and by
Amendment No. Three thereto dated September 1, 1994, and by Amendment No. Four
of even date herewith.
The unpaid principal balance of this Note shall be payable in
installments in the amounts and on the dates set forth on the Payment Schedule
attached hereto as Exhibit A. Accrued interest shall be due and payable
monthly, on each Interest Due Date, and at Maturity.
The principal of this Note may be prepaid in whole or in part at any
time and from time to time without penalty or fee, subject to the condition that
no prepayment of any part of the principal balance may be made at a time when
any previously scheduled principal or interest payment has not been paid in
full.
After Maturity, whether Maturity occurs by reason of acceleration or
passage of time, this Note shall bear interest at the Default Rate.
The amount of any interest payment may be specified by notice from the
Holder to the Maker prior to the due date of such payment, but the Holder shall
have no obligation to give any such notice. In the event any such notice is not
given, in the event the amount of interest is miscalculated in any such notice,
or in the event of a change in the Prime Rate subsequent to the preparation of
any such notice and prior to the Interest Due Date, then any resultant
underpayment or overpayment of interest shall be added to or deducted from the
next scheduled interest payment. Nothing herein shall relieve the Maker or any
other person liable for the payment of this Note from the obligation to pay the
full amount of interest accruing from time to time on the unpaid principal
balance, and any and all accrued interest not previously paid for any reason
whatsoever shall be due and payable at Maturity.
This Note evidences the unpaid principal balance of a Promissory Note
dated September 3, 1991 in the original face
-26-
amount of $10,000,000.00, as modified by the Promissory Note dated April 30,
1993, and by the Promissory Note dated September 1, 1994, and is issued pursuant
to the Revolving Credit Agreement and shall be entitled to the full benefit of
and all security provided by the Revolving Credit Agreement, the Mortgage and
the Assignment of Leases and Rents. Reference is made to the Revolving Credit
Agreement and the Mortgage for rights of the Bank to accelerate the maturity of
this Note in certain circumstances, which rights are intended to be cumulative
with each other and with all other rights granted to the Bank herein, in any
other instrument or agreement (including the Revolving Credit Agreement and the
Mortgage), and by applicable law.
All payments of principal and interest on this Note shall be due and
payable at 2:00 P.M., Kansas City, Missouri time, on the scheduled due date at
the principal office of the Bank, 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000, or at such other place as the Holder may designate to the Maker in
writing from time to time.
This Note shall be construed and enforced in accordance with the laws
of the State of Missouri, except to the extent such laws are preempted
(expressly or by implication) by laws of the United States. This Note may not
be modified except by a writing signed by Bank and Holder or cancelled except by
a writing signed by the Holder.
All parties who now are or hereafter become liable for the payment of
this Note, whether as maker, principal, surety, guarantor, or endorser, hereby
(a) waive presentment for payment, demand, protest, notice of protest, notice of
dishonor or nonpayment, and all other notices in connection with the delivery,
acceptance, performance, default and enforcement of this Note; (b) waive any
defense based on the failure of the Bank to perfect any security interest or
record any mortgage or deed of trust securing the payment hereof or to exercise
diligence in collecting this Note or enforcing its rights hereunder or under any
related security agreement, mortgage, deed of trust, guaranty or other
instrument or agreement; (c) consent to any number of extensions, postponements
or deferrals of any payment due hereunder, for any length of time and on any
lawful terms (including but not limited to any change in the interest rate or
the method of calculating the interest rate from time to time), to the grant of
any other indulgence to, any release of and any covenant not to xxx any party
liable for the payment hereof, and to any substitution, addition, exchange or
release of any real or personal property securing the payment hereof, all
without notice to or express reservation of rights against any of said parties;
and (d) jointly and severally agree (subject to any express limitations
contained in the agreements or instruments by virtue of which they respectively
are liable for the payment hereof) to perform all obligations of the Maker
hereunder (as modified by any such extension, postponement or deferral) when
due, without requiring any prior demand on or action against any other person or
any property securing the payment hereof.
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In the event (i) any installment of principal or interest is not paid
when due, or (ii) there occurs any event which, under the terms of any loan
agreement, mortgage, deed of trust, security agreement, pledge agreement or
other agreement or instrument relating to this Note or the loan evidenced hereby
or securing the payment hereof (including, but not limited to, the Revolving
Credit Agreement and the Mortgage), permits the obligations referred to therein
or secured thereby to be declared due and payable or causes or permits the
maturity of such obligations to be accelerated, then the Holder shall have the
right and power, at its option, to accelerate the maturity of this Note and to
declare the unpaid principal balance and all accrued interest immediately due
and payable in full.
In the event of any default in the payment of the principal or
interest hereunder, the Maker shall pay all costs and expenses of collection,
including the reasonable fees and expenses of any attorney or firm of attorneys
retained by the Holder in connection with such collection or the repossession or
disposition of, or other realization on, any collateral security, whether or not
suit is commenced and including fees and expenses in connection with any
bankruptcy, insolvency or reorganization proceedings and any proceedings in
appellate courts, all to the extent not prohibited by applicable law.
CONCORDE CAREER COLLEGES, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------
Xxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
-28-
ACKNOWLEDGEMENT
---------------
STATE OF MISSOURI)
) ss.
COUNTY OF XXXXXXX)
BE IT REMEMBERED, that on this 3rd day of November, 1995, before me,
the undersigned, a notary public in and for said state, came Xxxx X. Xxxxxxx,
Chairman of the Board and Chief Executive Officer of Concorde Career Colleges,
Inc., a Delaware corporation, to me personally known to be such officer and the
same person who executed as such officer the foregoing instrument on behalf of
said corporation, and such person duly acknowledged the execution of the same to
be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal at my office in Kansas City, Missouri, the day and year last above
mentioned.
/s/ Xxxx X. Xxxxx
-----------------------------
Notary Public in and for said
County and State
My commission expires:
(Stamp and Seal)
_____________________, 19__
XXXX X. XXXXX
Notary Public - State of Missouri
Commissioned In Clay County
My Commission Expires Sept. 7, 1996
-29-
EXHIBIT A
PAYMENT SCHEDULE TO PROMISSORY NOTE
DATED NOVEMBER 1, 1995
IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,887,009.36
_________________________________________________________________
November 3, 1995 271,867.00
December 3, 1995 271,867.00
January 3, 1997 1,343,275.36
-------------
TOTAL PRINCIPAL PAYMENTS $1,887,009.36
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