0000886206-12-000022 Sample Contracts

CONSENT AND AGREEMENT OF GUARANTOR
Consent and Agreement of Guarantor • June 19th, 2012 • Franklin Covey Co • Services-management services • Utah

With respect to that certain Second Modification Agreement of even date herewith, (the “Modification”), by and between FRANKLIN COVEY CO., a Utah corporation (“Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”), the undersigned, FRANKLIN DEVELOPMENT CORPORATION, a Utah corporation, FRANKLIN COVEY TRAVEL, INC., a Utah corporation, and FRANKLIN COVEY CLIENT SALES, INC., a Utah corporation (individually and collectively, as the context requires, and jointly and severally, “Guarantor”), agree for the benefit of Lender as of June 15, 2012 as follows:

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SECOND MODIFICATION AGREEMENT
Second Modification Agreement • June 19th, 2012 • Franklin Covey Co • Services-management services • Utah

This SECOND MODIFICATION AGREEMENT (the “Agreement”) is made effective as of June 15, 2012, by and among FRANKLIN COVEY CO., a Utah corporation (“Borrower”), whose address is 2200 West Parkway Blvd., Salt Lake City, Utah 84119, each undersigned Guarantor, and JPMORGAN CHASE BANK, N.A., a national banking association (“Lender”), whose address is 201 South Main Street, Suite 300, Salt Lake City, Utah 84111.

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