Exhibit 10.26
FOURTH AMENDMENT
TO CREDIT AGREEMENT
This Fourth Amendment To Credit Agreement (the "Amendment") is entered
into this 2nd day of April, 1999, by and among NATIONSBANK, N.A., f/k/a Xxxxxxx
Bank, N.A., a national banking corporation ("Bank"); XXXXXXX EDUCATION GROUP,
INC., f/k/a Xxxxxxx Medical Corp., a Florida corporation ("Borrower" or "You");
and XXXXXXX XXXXX, M.D., an individual, (hereinafter referred to as the
"Guarantor").
WHEREAS, the parties hereto entered into a Credit Agreement dated
April 11, 1996, as amended by amendment dated August 14th, 1996, and as further
amended by amendment dated October 31, 1996 and amendment dated May 21, 1997
(collectively the Credit Agreement), pursuant to which the Bank provided to
You a Term Loan in the principal amount of $6,000,000 to refinance existing
obligations and a Revolving Loan in the principal amount of $7,500,000 to
finance working capital and for general corporate purposes; and
WHEREAS, the parties hereto wish to amend certain provisions of the
Credit Agreement effective as of April 2, 1999;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Any capitalized terms not defined herein shall have the same
meaning as given those terms in the Credit Agreement.
2. Sections 2.1(b) (iii) and (iv) of the Credit Agreement, Revolving
Loan, are hereby amended in their entirety and shall read as follows:
(iii) PURPOSE. The proceeds of the REVOLVING LOAN shall be used
for general corporate purposes and to finance working capital, including for
letters of credit up to an aggregate amount of $1,000,000. Provided no Event of
Default has occurred and is continuing, the Borrower may borrow, repay and
reborrow up to an amount not to exceed at any time and from time to time
$7,500,000 until July 31, 1999.
(iv) REPAYMENT. The Borrower agrees to pay the principal
indebtedness evidenced by and outstanding under the Revolver Note in full on or
before July 31, 1999.
3. Section 2.4(a) (v) of the Credit Agreement, LIBOR RATE LOANS, is
hereby amended in its entirety and shall read as follows:
(v) no Interest Period for a Revolving Loan shall extend beyond
July 31,
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1999;
4. Except as otherwise provided herein, all other terms and conditions
of the Credit Agreement are hereby restated, affirmed and incorporated by
reference in their entirety.
5. The Borrower hereby certifies that the representations and
warranties of th Borrower set forth in the Credit Agreement are true and correct
as of the date of this Amendment.
6. This Amendment shall be governed by and interpreted in accordance
with the laws of the State of Florida.
7. This Amendment may be executed by one or more of the parties to
this Amendment in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
8. In consideration of the amendment to the Credit Agreement
contemplated hereby, Borrower shall pay the reasonable fees and expenses of
Xxxxxx, Xxxxx & Xxxxxxx LLP, Florida counsel to the Bank, incurred in connection
with the preparation of this Amendment, contemporaneously with the execution
thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by the proper and duly authorized officers as of
the day and year first above written.
BANK:
NATIONSBANK, N.A.
By: /S/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
BORROWER:
XXXXXXX EDUCATION GROUP, INC.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
President
GUARANTOR hereby acknowledges and agrees that the Continuing Unlimited
Guarantee, dated April 23, 1996, executed by Guarantor for the benefit of Bank,
extends to the Credit Agreement, as amended hereby, and all indebtedness now or
hereafter outstanding under the Amended, Restated and Consolidated Renewal
Revolver Note dated April 2, 1999.
GUARANTOR:
/S/ XXXXXXX XXXXX, M.D.
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XXXXXXX XXXXX, M.D.
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