ContractGuaranty Agreement • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services • New York
THIS AGREEMENT IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT DATED APRIL 24, 2007 IN FAVOR OF COMVEST INVESTMENT PARTNERS III, L.P. OR AN AFFILIATE THEREOF, AS ASSIGNEE OF HARRIS N.A. (THE “INTERCREDITOR AGREEMENT”), WHICH IS INCORPORATED HEREIN BY REFERENCE. ALL RIGHTS AND REMEDIES OF THE LENDER HEREUNDER ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT.
AMENDMENT NO. ONE TO WARRANT TO PURCHASE COMMON STOCK OF EVCI CAREER COLLEGES HOLDING CORP.Warrant Amendment • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services • Delaware
This AMENDMENT NO. ONE (this “Amendment”), is made as of December 31, 2007, by and between EVCI CAREER COLLEGES HOLDING CORP., a Delaware corporation (the “Company”), and COMVEST INVESTMENT PARTNERS III, L.P., a Delaware limited partnership (“ComVest”).
LOAN AGREEMENTLoan Agreement • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services
LOAN AGREEMENT (this “Agreement”), is made and entered into as of the 31st day of December, 2007, by and between COMVEST INVESTMENT PARTNERS III, L.P., a Delaware limited partnership (the “Lender”), and EVCI CAREER COLLEGES HOLDING CORP., a Delaware corporation (the “Borrower”);
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services
AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of December, 2007, by and among COMVEST INVESTMENT PARTNERS III, L.P., a Delaware limited partnership (the “Lender”), TECHNICAL CAREER INSTITUTES, INC., a New York corporation (“TCI”), and PENNSYLVANIA SCHOOL OF BUSINESS, INC., a Pennsylvania corporation (“PSB”) (TCI and PSB are sometimes hereinafter referred to singly and/or collectively as the “Borrower”).
WAIVER AND CONSENTWaiver and Consent • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services
Each of the undersigned is the holder of a Secured Convertible Promissory Note dated May 23, 2007 (each a “Note” and collectively the “Notes”) issued to the undersigned by EVCI Career Colleges Holding Corp. (the “Company”), and as such is entitled to the benefits of and is subject to the terms of (i) the Security Agreement dated as of May 23, 2007 by and among the Company, its Subsidiaries and ComVest Investment Partners III, L.P., as Agent (the “Security Agreement”), and (ii) the Intercreditor Agreement dated as of April 24, 2007 by and among the undersigned, the Company and Harris N.A. (the “Intercreditor Agreement”). The Notes, the Security Agreement and the Intercreditor Agreement are collectively referred to herein as the “Documents”.
INDEMNITY AGREEMENT AND RELEASEIndemnity Agreement • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services
THIS AGREEMENT is made and entered into this ___ day of December, 2007, by and among COMVEST INVESTMENT PARTNERS III, L.P., EVCI CAREER COLLEGES HOLDINGS CORP., INTERBORO INSTITUTE, INC., INTERBORO HOLDING, INC., PENNSYLVANIA SCHOOL OF BUSINESS, INC., and TECHNICAL CAREER INSTITUTES, INC. (each of the foregoing a "Releasor" and collectively, the "Releasors") and HARRIS N.A. ("Harris").
ContractPromissory Note • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services • New York
THIS NOTE IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT DATED APRIL 24, 2007 IN FAVOR OF COMVEST INVESTMENT PARTNERS III, L.P. OR AN AFFILIATE THEREOF, AS ASSIGNEE OF HARRIS N.A. (THE “INTERCREDITOR AGREEMENT”), WHICH IS INCORPORATED HEREIN BY REFERENCE.
FORBEARANCE AGREEMENTForbearance Agreement • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services
THIS FORBEARANCE AGREEMENT (the "Agreement"), dated as of this 31st day of December, 2007, by and among EVCI Career Colleges Holding Corp., a Delaware corporation ("Borrower"), the direct and indirect Subsidiaries of Borrower from time to time party to this Agreement, as Guarantors, and ComVest Investment Partners III, L.P. ("Lender").
ContractRevolving Credit Note • January 4th, 2008 • EVCI Career Colleges Holding Corp • Services-educational services • New York
THIS NOTE IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AGREEMENT DATED APRIL 24, 2007 IN FAVOR OF COMVEST INVESTMENT PARTNERS III, L.P. OR AN AFFILIATE THEREOF, AS ASSIGNEE OF HARRIS N.A. (THE “INTERCREDITOR AGREEMENT”), WHICH IS INCORPORATED HEREIN BY REFERENCE.
