0001193125-05-198521 Sample Contracts

AMENDED AND RESTATED WAIVER AND MODIFICATION AGREEMENT
Waiver and Modification Agreement • October 7th, 2005 • New Horizons Worldwide Inc • Services-educational services • California

This Amended and Restated Waiver and Modification Agreement (this “Agreement”) dated as of October ___, 2005, is made with reference to (a) the Credit Agreement dated as of February 27, 2003, by and among NEW HORIZONS WORLDWIDE, INC., a Delaware corporation (“Borrower”), the lenders that are party thereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), as administrative agent for the Lenders (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) the Third Amendment to Credit Agreement, dated as of July 25, 2005, by and among Borrower, the Lenders and the Administrative Agent (“Amendment No. 3”), and (c) the Waiver and Modification Agreement dated as of August 24, 2005 by and among Borrower, the Lenders and the Administrative Agent (the “Original Modification Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for such terms in the Credit Agreement.

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