Common use of CONSENT AND AGREEMENT OF GUARANTORS Clause in Contracts

CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned Guarantors executed a Continuing Guaranty (each, a "Guaranty") as described in the Credit Agreement dated as of October 26, 2004 (as amended from time to time, the "Credit Agreement") between WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation, dba UNIVERSAL TECHNICAL INSTITUTE OF DELAWARE Each of the undersigned Guarantors hereby consents and agrees to the modifications and all other matters contained in the foregoing Modification Agreement of even date herewith. UTI HOLDINGS, INC., an Arizona corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO U.T.I. OF ILLINOIS, INC., an Illinois corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTH CAROLINA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF TEXAS, INC., a Texas corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PENNSYLVANIA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF MASSACHUSETTS, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CLINTON EDUCATION GROUP, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CUSTOM TRAINING GROUP, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTHERN CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PHOENIX, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO GUARANTOR Dated as of October 26, 2007 EXHIBIT "D" COMPLIANCE CERTIFICATE FOR PERIOD ENDING _____________, 20___ ("Reporting Period") Wxxxx Fargo Bank, National Association MAC S4101-251 100 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Date: 1 Dear Ladies and Gentlemen: This Compliance Certificate refers to the Credit Agreement dated as of October 26, 2004 (as it may hereafter be amended, modified, extended or restated from time to time, the "Credit Agreement"), between Universal Technical Institute, Inc., a Delaware corporation ("Borrower"), and Wxxxx Fargo Bank, National Association ("Bank"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 4.3(c) of the Credit Agreement, the undersigned, the chief financial officer of Borrower, hereby certifies that: Enclosed are the required financial statements for the [fiscal quarter] [fiscal year] ending for the Borrower as required under Section 4.3 of the Credit Agreement, which fairly and accurately present in all material respects the financial condition and results of the operation of the Borrower. To the best of the undersigned's knowledge, no "Event of Default" and/or other event that with the passing of time or the giving of notice or both would become an Event of Default has occurred [or if so, specifying the nature and extent thereof and any corrective actions taken or to be taken]. As of the last day of the Reporting Period, the computations below were true and correct: 1 To be submitted within forty-five (45) days after the end of each fiscal quarter and (120) days after the end of each fiscal year).

CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned Guarantors executed a Continuing Guaranty (each, a "Guaranty") as described in the Credit Agreement dated as of October 26September 15, 2004 2005 (as amended from time to time, the "Credit Agreement") between WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIVERSAL TECHNICAL INSTITUTEKNIGHT TRANSPORTATION, INC., a Delaware an Arizona corporation, dba UNIVERSAL TECHNICAL INSTITUTE OF DELAWARE . Each of the undersigned Guarantors hereby consents and agrees to the modifications and all other matters contained in the foregoing Fourth Modification Agreement of even date herewith. UTI HOLDINGSQUAD-K LLC, an Arizona limited liability company By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Its: Chief Financial Officer KNIGHT TRANSPORTATION SERVICES, INC., an Arizona corporation By By: /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO U.T.I. OF ILLINOISDxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Its: Chief Financial Officer KNIGHT MANAGEMENT SERVICES, INC., an Illinois Arizona corporation By By: /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF CALIFORNIADxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Its: Chief Financial Officer KNIGHT REFRIGERATED, INC.LLC, a California an Arizona limited liability company By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Its: Chief Financial Officer KNIGHT TRUCK & TRAILER SALES, LLC, an Arizona limited liability company By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Its: Chief Financial Officer KNIGHT BROKERAGE, LLC, an Arizona limited liability corporation By By: /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTH CAROLINA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF TEXAS, INC., a Texas corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PENNSYLVANIA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF MASSACHUSETTS, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CLINTON EDUCATION GROUP, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CUSTOM TRAINING GROUP, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTHERN CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PHOENIX, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO GUARANTOR Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Its: Chief Financial Officer Dated as of October 26of: September 20, 2007 EXHIBIT "D" COMPLIANCE CERTIFICATE FOR PERIOD ENDING _____________, 20___ ("Reporting Period") Wxxxx Fargo Bank, National Association MAC S4101-251 100 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Date: 1 Dear Ladies and Gentlemen: This Compliance Certificate refers to the Credit Agreement dated as of October 26, 2004 (as it may hereafter be amended, modified, extended or restated from time to time, the "Credit Agreement"), between Universal Technical Institute, Inc., a Delaware corporation ("Borrower"), and Wxxxx Fargo Bank, National Association ("Bank"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 4.3(c) of the Credit Agreement, the undersigned, the chief financial officer of Borrower, hereby certifies that: Enclosed are the required financial statements for the [fiscal quarter] [fiscal year] ending for the Borrower as required under Section 4.3 of the Credit Agreement, which fairly and accurately present in all material respects the financial condition and results of the operation of the Borrower. To the best of the undersigned's knowledge, no "Event of Default" and/or other event that with the passing of time or the giving of notice or both would become an Event of Default has occurred [or if so, specifying the nature and extent thereof and any corrective actions taken or to be taken]. As of the last day of the Reporting Period, the computations below were true and correct: 1 To be submitted within forty-five (45) days after the end of each fiscal quarter and (120) days after the end of each fiscal year).2010

CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned Guarantors executed a Continuing Guaranty (eachhereby acknowledges and consents to the provisions of this Amendment and the transactions contemplated herein, a "Guaranty") as described in and hereby ratifies and confirms the Credit Agreement Second Restated Subsidiary Guarantee dated as of October 26April 13, 2004 (as amended from time to time, the "Credit Agreement") between WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation, dba UNIVERSAL TECHNICAL INSTITUTE OF DELAWARE Each 1998 made by each of the undersigned Guarantors hereby consents in favor of Agent for the benefit of Lenders, and agrees to that the modifications guaranty of the payment and all other matters contained performance of the Obligations is unimpaired hereby and shall remain in full force and effect. FORCENERGY ONSHORE INC. By: /s/ E. Josexx Xxxxx --------------------------------------- E. Josexx Xxxxx, Xxce President FORCENERGY INTERNATIONAL INC. By: /s/ E. Josexx Xxxxx --------------------------------------- E. Josexx Xxxxx, Xxce President FORCENERGY RESOURCES INC. By: /s/ E. Josexx Xxxxx --------------------------------------- E. Josexx Xxxxx, Xxce President FORCENERGY GOM INC. By: /s/ E. Josexx Xxxxx --------------------------------------- E. Josexx Xxxxx, Xxce President EXHIBIT A RENEWAL PROMISSORY NOTE $_____________ New York, New York June , 1998 FOR VALUE RECEIVED, the foregoing Modification Agreement of even date herewith. UTI HOLDINGSundersigned, INC., an Arizona corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, INC.Forcenergy Inc, a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO U.T.I. OF ILLINOIS(formerly known as Forcenergy Gas Exploration, INC.Inc. and herein called "BORROWER"), an Illinois corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTH CAROLINA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF TEXAS, INC., a Texas corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PENNSYLVANIA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF MASSACHUSETTS, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CLINTON EDUCATION GROUP, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO CUSTOM TRAINING GROUP, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTHERN CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PHOENIX, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO GUARANTOR Dated as hereby promises to pay to the order of October 26, 2007 EXHIBIT "D" COMPLIANCE CERTIFICATE FOR PERIOD ENDING ____________________________, 20a ______________________________ and (herein called "Reporting PeriodLender") Wxxxx Fargo Bank), National Association MAC S4101-251 100 Xxxx Xxxxxxxxxx Xxxxxxxthe principal sum of __________________________________ and No/100 Dollars ($_______________), Xxxxxxx 00000 Date: 1 Dear Ladies and Gentlemen: This Compliance Certificate refers or, if greater or less, the aggregate unpaid principal amount of the Loan made under this Note by Lender to Borrower pursuant to the terms of the Credit Agreement dated as of October 26, 2004 (as it may hereafter be amended, modified, extended or restated from time to time, the "Credit Agreement"hereinafter defined), between Universal Technical Institutetogether with interest on the unpaid principal balance thereof as hereinafter set forth, Inc., a Delaware corporation ("Borrower"), both principal and Wxxxx Fargo Bank, National Association ("Bank"). Capitalized terms used and not otherwise defined interest payable as herein shall have provided in lawful money of the meanings assigned to such terms in United States of America at the Credit Agreement. Pursuant to Section 4.3(c) offices of the Agent under the Credit Agreement, 135 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 xx at such other place within New York County, New York, as from time to time may be designated by the undersignedholder of this Note. This Note (a) is issued and delivered under that certain Fifth Restatement of Credit Agreement dated April 13, 1998, as amended by a First Amendment to Fifth Restatement of Credit Agreement of even date herewith (as so amended, the chief financial officer of "CREDIT AGREEMENT"), among Borrower, hereby certifies that: Enclosed are ING (U.S.) Capital Corporation (formerly known as Internationale Nederlanden (U.S.) Capital Corporation), as Agent, and the required financial statements for lenders (including Lender) referred to therein and is a "Note" as defined therein, (b) is subject to the [fiscal quarter] [fiscal year] ending for the Borrower as required under Section 4.3 terms and provisions of the Credit Agreement, which fairly contains provisions for payments and accurately present in all material respects the financial condition prepayments hereunder and results acceleration of the operation maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided herein and in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the Borrower. To parties hereto and for the best meanings assigned to terms used and not defined herein and to the Security Documents for a description of the undersigned's knowledge, no "Event of Default" and/or other event that with the passing of time or the giving of notice or both would become an Event of Default has occurred [or if so, specifying the nature and extent thereof of the security thereby provided and any corrective actions taken the rights of the parties thereto. This Note is given in renewal and extension of, and in substitution for (but not in extinguishment or to be takennovation of), [DESCRIBE PREVIOUS NOTES]. As For the purposes of the last day of the Reporting Periodthis Note, the computations below were true and correct: 1 To be submitted within forty-five (45) days after following terms have the end of each fiscal quarter and (120) days after the end of each fiscal year).meanings assigned to them below:

CONSENT AND AGREEMENT OF GUARANTORS. Each of the undersigned Guarantors executed a Continuing Guaranty (each, a "Guaranty") as described in the Credit Agreement dated as of October 26September 15, 2004 2005 (as amended from time to time, the "Credit Agreement") between WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIVERSAL TECHNICAL INSTITUTEKNIGHT TRANSPORTATION, INC., a Delaware an Arizona corporation, dba UNIVERSAL TECHNICAL INSTITUTE OF DELAWARE . Each of the undersigned Guarantors hereby consents and agrees to the modifications and all other matters contained in the foregoing Fifth Modification Agreement of even date herewith. UTI HOLDINGSQUAD-K LLC, an Arizona limited liability company By: /s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Its: President KNIGHT TRANSPORTATION SERVICES, INC., an Arizona corporation By By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO U.T.I. OF ILLINOISXxxxxxx Its: President KNIGHT MANAGEMENT SERVICES, INC., an Illinois Arizona corporation By By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF CALIFORNIAXxxxxxx Its: President KNIGHT REFRIGERATED, INC.LLC, a California an Arizona limited liability company By: /s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Its: President KNIGHT TRUCK & TRAILER SALES, LLC, an Arizona limited liability company By: /s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Its: President KNIGHT BROKERAGE, LLC, an Arizona limited liability corporation By By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTH CAROLINAXxxxxxx Its: President SQUIRE TRANSPORTATION, INC.LLC, a Delaware corporation By an Arizona limited liability company By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF TEXASXxxxxxx Its: President KNIGHT CAPITAL GROWTH, INC.LLC, a Texas corporation By an Arizona limited liability company By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PENNSYLVANIAXxxxxxx Its: President KNIGHT PORT SERVICES, INC.LLC, a Delaware corporation By an Arizona limited liability company By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF MASSACHUSETTSXxxxxxx Its: President KXXXXX XX SOURCING, INC.LLC, a Delaware corporation By an Arizona limited liability company By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO CLINTON EDUCATION GROUPXxxxxxx Its: President ARIZONA HAY PRESS, INC.LLC, a Delaware corporation By an Arizona limited liability company By: /s/ Jxxxxxxx Dxxxx X. Xxxxxx Name Jxxxxxxx Xxxxxxx Name: Dxxxx X. Xxxxxx Its CFO CUSTOM TRAINING GROUP, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF NORTHERN CALIFORNIA, INC., a California corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO UNIVERSAL TECHNICAL INSTITUTE OF PHOENIX, INC., a Delaware corporation By /s/ Jxxxxxxx X. Xxxxxx Name Jxxxxxxx X. Xxxxxx Its CFO GUARANTOR Xxxxxxx Its: President Dated as of October of: July 26, 2007 EXHIBIT "D" COMPLIANCE CERTIFICATE FOR PERIOD ENDING _____________, 20___ ("Reporting Period") Wxxxx Fargo Bank, National Association MAC S4101-251 100 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Date: 1 Dear Ladies and Gentlemen: This Compliance Certificate refers to the Credit Agreement dated as of October 26, 2004 (as it may hereafter be amended, modified, extended or restated from time to time, the "Credit Agreement"), between Universal Technical Institute, Inc., a Delaware corporation ("Borrower"), and Wxxxx Fargo Bank, National Association ("Bank"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 4.3(c) of the Credit Agreement, the undersigned, the chief financial officer of Borrower, hereby certifies that: Enclosed are the required financial statements for the [fiscal quarter] [fiscal year] ending for the Borrower as required under Section 4.3 of the Credit Agreement, which fairly and accurately present in all material respects the financial condition and results of the operation of the Borrower. To the best of the undersigned's knowledge, no "Event of Default" and/or other event that with the passing of time or the giving of notice or both would become an Event of Default has occurred [or if so, specifying the nature and extent thereof and any corrective actions taken or to be taken]. As of the last day of the Reporting Period, the computations below were true and correct: 1 To be submitted within forty-five (45) days after the end of each fiscal quarter and (120) days after the end of each fiscal year)2011.