EXHIBIT 10.1
AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered
into as of February 1, 2000 by and between Corinthian Colleges, Inc., a Delaware
corporation ("Borrower") and UNION BANK OF CALIFORNIA, N.A., a national banking
association ("Bank"). This Agreement amends and restates in its entirety that
certain loan agreement dated February 10, 1999 between Bank and Borrower.
SECTION 1. THE LOAN
1.1.1 The Revolving Loan. Bank will loan to Borrower an
amount not to exceed TEN MILLION DOLLARS ($10,000,000) outstanding in the
aggregate at any one time (the "Revolving Loan"). Borrower may borrow, repay and
reborrow all or part of the Revolving Loan in amounts of not less than Ten
Thousand Dollars ($10,000) in accordance with the terms of the Revolving Note;
provided, however, that for at least thirty (30) consecutive days during each
twelve (12)-month period, the principal amount outstanding under the Revolving
Loan, exclusive of Acquisition Advances, must be zero (0). All borrowings of the
Revolving Loan must be made before September 30, 2002 at which time all unpaid
principal and interest of the Revolving Loan shall be due and payable except as
provided in Section 1.1.2 hereof. The Revolving Loan shall be evidenced by a
promissory note (the "Revolving Note") on the form attached as Exhibit 1 hereto.
Bank shall enter each amount borrowed and repaid in Bank's records and such
entries shall be deemed to be the amount of the Revolving Loan outstanding.
Omission of Bank to make any such entries shall not discharge Borrower of its
obligation to repay in full with interest all amounts borrowed.
1.1.1.1 The Standby L/C Sublimit. As a sublimit to
the Revolving Loan, Bank shall issue, for the account of Borrower, one or more
irrevocable, standby letters of credit (individually, an "L/C" and collectively,
the "L/Cs"). All such standby L/Cs shall be drawn on such terms and conditions
as are acceptable to Bank. The aggregate amount available to be drawn under all
outstanding L/Cs and the aggregate amount of unpaid reimbursement obligations
under drawn L/Cs shall not exceed TWO MILLION DOLLARS ($2,000,000) and shall
reduce, dollar for dollar, the maximum amount available under the Revolving
Loan. No standby L/C shall have an expiry date more than twelve (12) months from
its date of issuance and each L/C shall be governed by the terms of (and
Borrower agrees to execute) Bank's standard form for standby L/C applications
and reimbursement agreements. No L/C shall expire after September 30, 2002.
Borrower shall pay to Bank an L/C commission equal to one and one half percent
(1.5%) per annum computed with respect to the face amount of each L/C..
1.1.2 The Term Loan. Solely to repay a portion of the
Revolving Loan for which advances were made for acquisition purposes (as advised
by Borrower to Bank in writing), Bank will loan to Borrower the sum outstanding
at the maturity of the Revolving Loan in one disbursement on or before September
30, 2002 (the "Term Loan"). In the event of a prepayment of principal and
payment of any resulting fees, any prepaid amounts shall be applied to the
scheduled principal payments in the reverse order of their maturity. The Term
Loan shall be evidenced by a promissory note (the "Term Note") in the form
attached as Exhibit 2 hereto.
1.2 Terminology.
As used herein the word "Loan" shall mean, collectively, all the
credit facilities described above.
As used herein the word "Note" shall mean, collectively, all the
promissory notes described above.
As used herein, the words "Loan Documents" shall mean all
documents executed in connection with this Agreement.
As used herein, the words "Acquisition Advance" shall mean all
advances made by Bank as permitted under Section 2.2.
1.3 Purpose of Loan. The proceeds of the Revolving Loan shall be used
for general working capital purposes and Acquisition Advances subject to the
criteria set forth in Subsection 2.2.
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1.4 Interest. The unpaid principal balance of the Revolving Loan
shall bear interest at the rate or rates provided in the Revolving Note and
selected by Borrower. The Revolving Loan may be prepaid in full or in part only
in accordance with the terms of the Revolving Note and any such prepayment shall
be subject to the prepayment fee provided for therein.
1.5 Unused Commitment Fee. On the last calendar day of the third
month following the execution of this Agreement and on the last calendar day of
each three-month period thereafter until September 30, 2002, or the earlier
termination of the Loan, Borrower shall pay to Bank a fee of one-eighth percent
(1/8%) per year on the average unused portion of the Loan for the preceding
quarter computed on the basis of actual days elapsed of a year of 360 days.
1.6 Balances. Borrower shall maintain its major depository accounts
with Bank until the Note and all sums payable pursuant to this Agreement have
been paid in full.
1.7 Disbursement. Upon execution hereof, Bank shall disburse the
proceeds of the Loan as provided in Bank's standard form Authorization executed
by Borrower.
1.8 Controlling Document. In the event of any inconsistency between
the terms of this Agreement and any Note or any of the other Loan Documents, the
terms of such Note or other Loan Documents will prevail over the terms of this
Agreement.
SECTION 2. CONDITIONS PRECEDENT
2.1 Conditions Precedent to All Advances. Bank shall not be
obligated to disburse all or any portion of the proceeds of the Loan unless at
or prior to the time for the making of such disbursement, the following
conditions have been fulfilled to Bank's satisfaction:
2.1.1 Borrower shall have performed and complied with all terms and
conditions required by this Agreement to be performed or
complied with by its prior to or at the date of the making of
such advance and shall have executed and delivered to Bank the
Note and other documents deemed necessary to Bank;
2.1.2 Borrower shall have provided Bank with certified copies of
resolutions duly adopted by the Board of Directors of Borrower
authorizing this Agreement and the Loan Documents (which
resolutions shall also designate the persons who are authorized
to act on Borrower's behalf in connection with this Agreement
and to do the things required of Borrower pursuant to this
Agreement);
2.1.3 At the time any advance is to made, there shall not exist any
event, condition or act which constitutes an event of default
under Section 6 hereof or any event, condition or act with
notice, lapse of time or both would constitute such event of
default, nor shall there be any such event, condition, or act
immediately after the making of the advance were it to be made.
2.2 Conditions Precedent to Certain Acquisition Advances. The
obligation of Bank to make any Acquisition Advance which would cause the
aggregate amount of all Acquisition Advances made by Bank to Borrower in any
given fiscal year of Borrower to exceed Five Million Dollars ($5,000,000) shall
be subject to the conditions precedent set forth in Section 2.1 and shall also
be subject to the following further conditions precedent in this Section 2.2:
2.2.1 Borrower shall have maintained an EBITDA margin (as described
in Section 4.8 of the Agreement) of not less than ten percent
(10%) of revenues for the two (2) calendar quarters most
recently ended.
2.2.2 Borrower shall have delivered to Bank copies of (a) the target
company's most recent reviewed or audited financial statements,
and (b) the target company's most recent interim financial
statements, and such financial statements shall reflect that
the target company has maintained a positive EBITDA for the
four (4) calendar quarters most recently ended;
2.2.3 The target company shall be in material compliance with all
requirements imposed on it by the Federal Department of
Education; and
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2.2.4 The total price to be paid by Borrower in connection with its
acquisition of the target company shall not exceed eight (8)
times the target company's EBITDA for the four (4) calendar
quarters most recently ended, unless Bank shall otherwise
consent in writing.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
3.1 Business Activity. The principal business of Borrower is the
ownership and operation of post-secondary education and vocational schools.
3.2 Affiliates and Subsidiaries. Borrower's affiliates and
subsidiaries (those entities in which Borrower has either a controlling interest
or at least a 25% ownership interest) and their addresses, are as provided on a
schedule delivered to Bank on or before the date of this Agreement.
3.3 Authority to Borrow. The execution, delivery and performance of
this Agreement, the Note and all other agreements and instruments required by
Bank in connection with the Loan will not be in contravention of any of the
terms of any indenture, agreement or undertaking to which Borrower is a party or
by which it or any of its property is bound or affected.
3.4 Financial Statements. The financial statements of Borrower,
including both a balance sheet at December 31, 1999, together with supporting
schedules, and an income statement for the six (6) months ended December 31,
1999, have heretofore been furnished to Bank, and are true and complete and
fairly represent the financial condition of Borrower during the period covered
thereby. Since December 31, 1999, there has been no material adverse change in
the financial condition or operations of Borrower.
3.5 Title. Except for assets which may have been disposed of in the
ordinary course of business, Borrower has good and marketable title to, or has a
valid license or leasehold interest in, all of the property reflected in its
financial statements delivered to Bank and to all property acquired by Borrower
since the date of said financial statements, free and clear of all liens,
encumbrances, security interests and adverse claims except liens and
encumbrances described in the Company's filings with the Securities and Exchange
Commission (the "Company's SEC Filings), liens and encumbrances described in
Borrower's most recent financial statement, liens and encumbrances described in
a schedule delivered by Borrower to Bank at or prior to execution of this
Agreement and/or liens and encumbrances in favor of Bank.
3.6 Litigation. There is no litigation or proceeding pending or
threatened against Borrower or any of its property which is reasonably likely to
affect the financial condition, property or business of Borrower in a materially
adverse manner.
3.7 Default. Borrower is not now in default in the payment of any
of its material obligations, and there exists no event, condition or act which
constitutes an event of default under Section 6 hereof and no condition, event
or act which with notice or lapse of time, or both, would constitute an event of
default.
3.8 Organization. Borrower is duly organized and existing under the
laws of the state of its organization, and has the power and authority to carry
on the business in which it is engaged and/or proposes to engage.
3.9 Power. Borrower has the power and authority to enter into this
Agreement and to execute and deliver the Note and all of the other Loan
Documents.
3.10 Authorization. This Agreement and all things required by this
Agreement have been duly authorized by all requisite action of Borrower.
3.11 Qualification. Borrower is duly qualified and in good standing
in any jurisdiction where such qualification is required, except where the
failure to be so qualified would not have a material adverse effect on the
financial condition or results of operations of the Borrower.
3.12 Compliance with Laws. Borrower is not in violation with respect
to any applicable laws, rules, ordinances or regulations, except for any such
violations as would not materially affect the operations or financial condition
of Borrower.
3.13 ERISA. Any defined benefit pension plans as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of
Borrower meet, as of the date hereof, the minimum funding standards of Section
302 of ERISA, and to the best of Borrower's
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knowledge after due inquiry, no Reportable Event or Prohibited Transaction as
defined in ERISA has occurred with respect to any such plan.
3.14 Regulation U. No action has been taken or is currently planned
by Borrower, or any agent acting on its behalf, which would cause this Agreement
or the Note to violate Regulation U or any other regulation of the Board of
Governors of the Federal Reserve System or to violate the Securities and
Exchange Act of 1934, in each case as in effect now or as the same may hereafter
be in effect. Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock as one of its important
activities and none of the proceeds of the Loan will be used directly or
indirectly for such purpose.
3.15 Continuing Representations. These representations shall be
considered to have been made again at and as of the date of each disbursement of
the Loan and shall be true and correct as of such date or dates.
SECTION 4. AFFIRMATIVE COVENANTS
Until the Note and all sums payable pursuant to this Agreement or any other
of the Loan Documents have been paid in full, unless Bank waives compliance in
writing, Borrower agrees that:
4.1 Use of Proceeds. Borrower will use the proceeds of the Loan
only as provided in subsection 1.3 above.
4.2 Payment of Obligations. Borrower will pay and discharge
promptly all taxes, assessments and other governmental charges and claims levied
or imposed upon it or its property, or any part thereof, provided, however, that
Borrower shall have the right in good faith to contest any such taxes,
assessments, charges or claims and, pending the outcome of such contest, to
delay or refuse payment thereof provided that adequately funded reserves are
established by it to pay and discharge any such taxes, assessments, charges and
claims.
4.3 Maintenance of Existence. Borrower will maintain and preserve
its existence and assets and all rights, franchises, licenses and other
authority necessary for the conduct of its business and will maintain and
preserve its property, equipment and facilities in good order, condition and
repair. Bank may, at reasonable times, visit and inspect any of the properties
of Borrower.
4.4 Records. Borrower will keep and maintain full and accurate
accounts and records of its operations according to generally accepted
accounting principles and will permit Bank to have reasonable access thereto, to
make examination and photocopies thereof, and to make audits during regular
business hours. Costs for such audits shall be paid by Borrower.
4.5 Information Furnished. Borrower will furnish to Bank:
(a) Within Forty-Five (45) days after the close of each fiscal
quarter, except for the final quarter of each fiscal year, its unaudited 10Q
report which includes but is not limited to the balance sheet as of the close of
such fiscal quarter, its unaudited income and expense statement with supportive
schedules and statement of retained earnings for that fiscal quarter, prepared
in accordance with generally accepted accounting principles;
(b) Within Ninety (90) days after the close of each fiscal
year, a copy of its 10K report of its statement of financial condition including
at least its balance sheet as of the close of such fiscal year, its income and
expense statement and retained earnings statement for such fiscal year, examined
and prepared on an audited basis by independent certified public accountants
selected by Borrower and reasonably satisfactory to Bank, in accordance with
generally accepted accounting principles applied on a basis consistent with that
of the previous year;
(c) Such other financial statements and information as Bank may
reasonably request from time to time;
(d) In connection with each financial statement provided
hereunder, a statement executed by the chief financial officer of Borrower,
certifying that no default has occurred and no event exists which with notice or
the lapse of time, or both, would result in a default hereunder;
(e) In connection with each fiscal year-end statement required
hereunder, any management letter of Borrower's certified public accountants;
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(f) Prompt written notice to Bank of all events of default
under any of the terms or provisions of this Agreement or of any other
agreement, contract, document or instrument entered, or to be entered into with
Bank; and of any litigation which, if decided adversely to Borrower, would have
a material adverse effect on Borrower's financial condition; and of any other
matter which has resulted in, or is likely to result in, a material adverse
change in its financial condition or operations; and
(g) Prompt written notice to Bank of any changes in Borrower's
officers and other senior management and prior written notice of any changes in
Borrower's name, location of Borrower's assets, principal place of business or
chief executive office.
4.6 Tangible Net Worth. Borrower will at all times maintain
Tangible Net Worth of not less than Twenty-Six Million Dollars ($26,000,000).
"Tangible Net Worth" shall mean net worth increased by indebtedness of Borrower
subordinated to Bank and decreased by patents, licenses, trademarks, trade
names, goodwill and other similar intangible assets, organizational expenses,
and monies due from affiliates (including officers, shareholders and directors).
4.7 Ratio of Funded Debt to EBITDA. Borrower will at all times
maintain a ratio of funded debt to EBITDA of not greater than 1.25:1.0. "EBITDA"
shall mean earnings before interest, taxes, depreciation, and amortization for
the four (4) most recent calendar quarters. "Funded Debt" shall mean any
indebtedness of a contractual nature or otherwise, including any loans, capital
leases and any amounts outstanding on the Revolving Loan, excluding accounts
payable or accrued liabilities in the ordinary course of business. Compliance of
this subsection shall be measured as of the end of each fiscal quarter.
4.8 EBITDA Margin. Borrower will maintain its EBITDA at a minimum
of Ten Percent (10%) of total revenues for any given fiscal quarter. Compliance
with this subsection shall be measured as of the end of Borrower's fiscal
quarter, for the quarter then ended.
4.9 EBITDA to Debt Service Ratio. Borrower will maintain a ratio of
EBITDA, less dividends, to Debt Service of not less than 1.50:1.0. "Debt
Service" shall mean the sum of that portion of term obligations (including
principal and interest) coming due during the twelve (12) months preceding the
date of calculation plus non-financed capital expenditures during the twelve
(12) months preceding the date of calculation. Compliance with this subsection
shall be measured as of the end of Borrower's fiscal quarter, for the quarter
then ended.
4.10 Insurance. Borrower will keep all of its insurable property,
real, personal or mixed, insured by companies and in amounts approved by Bank
against fire and such other risks, and in such amounts, as is customarily
obtained by companies conducting similar business with respect to like
properties. Borrower will furnish to Bank statements of its insurance coverage,
will promptly furnish other or additional insurance deemed necessary by and upon
request of Bank to the extent that such insurance may be available and hereby
assigns to Bank, as security for Borrower's obligations to Bank, the proceeds of
any such insurance. Prior to any disbursement of the Loan, Bank will be named
loss payee on all policies insuring collateral and such policies shall require
at least ten (10) days' written notice to Bank before any policy may be altered
or cancelled. Borrower will maintain adequate worker's compensation insurance
and adequate insurance against liability for damage to persons or property.
4.11 Additional Requirements. Borrower will promptly, upon demand by
Bank, take such further action and execute all such additional documents and
instruments in connection with this Agreement as Bank in its reasonable
discretion deems necessary, and promptly supply Bank with such other information
concerning its affairs as Bank may request from time to time.
4.12 Litigation and Attorneys' Fees. Borrower will pay promptly to
Bank upon demand, reasonable attorneys' fees (including but not limited to the
reasonable estimate of the allocated costs and expenses of in-house legal
counsel and legal staff) and all costs and other expenses paid or incurred by
Bank in collecting or compromising the Loan or in enforcing or exercising its
rights or remedies created by, connected with or provided for in this Agreement
or any of the Loan Documents, whether or not an arbitration, judicial action or
other proceeding is commenced. If such proceeding is commenced, only the
prevailing party shall be entitled to attorneys' fees and court costs.
4.13 Bank Expenses. Borrower will pay or reimburse Bank for all
reasonable costs, expenses and fees incurred by Bank in preparing and
documenting this Agreement and the Loan, and all amendments and modifications
thereof, including but not limited to all filing and recording fees, costs of
appraisals, insurance and attorneys' fees, including the reasonable estimate of
the allocated costs and expenses of in-house legal counsel and legal staff.
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4.14 Reports Under Pension Plans. Borrower will furnish to Bank, as
soon as possible and in any event within 15 days after Borrower knows or has
reason to know that any event or condition with respect to any defined benefit
pension plans of Borrower described in Section 3 above has occurred, a statement
of an authorized officer of Borrower describing such event or condition and the
action, if any, which Borrower proposes to take with respect thereto.
SECTION 5. NEGATIVE COVENANTS
Until the Note and all other sums payable pursuant to this Agreement or any
other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
5.1 Encumbrances and Liens. Borrower will not create, assume or
suffer to exist any mortgage, pledge, security interest, encumbrance, or lien
(other than for taxes not delinquent and for taxes and other items being
contested in good faith) on property of any kind, whether real, personal or
mixed, now owned or hereafter acquired, or upon the income or profits thereof,
except to Bank and except for (a) any such mortgage, pledge, security interest,
encumbrance or lien which is in existence and to which the Borrower's property
is subject as of the date of this Agreement so long as the same is reflected on
Borrower's most recent financial statement delivered to Bank, the Company's SEC
Filings or a schedule delivered by Borrower to Bank at or prior to execution of
this Agreement; (b) minor encumbrances and easements on real property which do
not affect its market value, and (c) future purchase money security interests
encumbering only the real or personal property purchased; provided, however,
that all such permitted personal property liens shall not exceed, in the
aggregate, Six Hundred Fifty Thousand Dollars ($650,000) at any time and all
such permitted real property liens shall not exceed, in the aggregate, Three
Million Five Hundred Thousand Dollars ($3,500,000), at any time.
5.2 Borrowings. Borrower will not sell, discount or otherwise
transfer any account receivable or any note, draft or other evidence of
indebtedness, except to Bank or except to a financial institution at face value
for deposit or collection purposes only and without any fee other than fees
normally charged by the financial institution for deposit or collection
services, except that Borrower may sell, discount and otherwise transfer in the
ordinary course of business notes and other obligation evidencing student loans
made by Borrower or one or more of its affiliates. Except for purchase money
indebtedness permitted pursuant to Section 5.1 above, Borrower will not borrow
any money, become contingently liable to borrow money, nor enter any agreement
to directly or indirectly obtain borrowed money, except pursuant to agreements
made with Bank.
5.3 Sale of Assets, Liquidation or Merger. Borrower will neither
liquidate nor dissolve nor enter into any consolidation, merger, partnership or
other combination, nor convey, nor sell, nor lease all or the greater part of
its assets or business, nor purchase or lease all or the greater part of the
assets or business of another; provided, however, Borrower may acquire, merge or
consolidate with another corporation if (a) in the case of a merger or
consolidation, Borrower is the surviving corporation, (b) in the case of an
acquisition, merger or consolidation where the purchase price exceeds ten
million dollars ($10,000,000), Borrower shall have delivered to Bank copies of
pro forma financial statements which, on the basis of assumptions deemed
reasonable by Bank, project that Borrower and the target company, on a combined
basis after giving effect to the acquisition, will be in compliance with all
affirmative (including, without limitation, financial) and negative covenants
set forth in this Agreement and, (c) in all cases, the acquisition is not
contested and the target company is in the same business as Borrower;
5.4 Loans, Advances and Guaranties. Borrower will not, except in
the ordinary course of business as currently conducted and in connection with
the making of student loans, make any loans or advances, become a guarantor or
surety, pledge its credit or properties in any manner or extend credit, except
for amounts not to exceed two million dollars ($2,000,000) in the aggregate.
5.5 Investments. Borrower will not purchase the debt or equity of
another person or entity except for savings accounts and certificates of deposit
of Bank, direct U.S. Government obligations and commercial paper issued by
corporations with the top ratings of Moody's, Standard & Poor's or similarly
qualified rating agencies, provided all such permitted investments shall mature
within one year of purchase, and except as otherwise permitted by Sections 5.3
and 5.4.
5.6 Payment of Dividends. Borrower will not declare or pay any
dividends, other than a dividend payable in its own common stock, or authorize
or make any other distribution with respect to any of its stock now or hereafter
outstanding.
5.7 Retirement of Stock. Borrower will not expend in excess ten
million dollars ($10,000,000) in connection with the acquisition or retirement
of any shares of its capital stock for value.
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5.8 Parent and Subsidiary Property. Borrower will not transfer any
property to any affiliate, except for value received in the normal course of
business as business would be conducted with an unrelated or unaffiliated
entity. In no event shall management fees or fees for services be paid by
Borrower to any such direct or indirect affiliate without Bank's prior written
approval.
5.9 Capital Expenditures. Borrower will not make capital
expenditures in excess of Twelve Million Dollars ($12,000,000) in any fiscal
year; and shall only make such expenditures as are necessary for Borrower (in
Borrower's reasonable discretion) in the conduct of its ordinary course of
business.
5.10 Lease Obligations. After the date of this Agreement, Borrower
will not incur any existing or new lease obligations as lessee which would
result in aggregate lease payments for any fiscal year exceeding Twenty Two
Million Dollars ($22,000,000). Each said lease shall be of equipment or real
property needed by Borrower (in Borrower's reasonable discretion) in the
ordinary course of its business.
SECTION 6. EVENTS OF DEFAULT
The occurrence of any of the following events ("Events of Default") shall
terminate any obligation on the part of Bank to make or continue the Loan and
automatically, unless otherwise provided under the Note, shall make all sums of
interest and principal and any other amounts owing under the Loan immediately
due and payable, without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or any other notices or demands:
6.1 Borrower shall fail to pay when due any principal payment, or
shall fail to pay within three (3) days of the date when due any interest,
reimbursement or other payment, required under the terms of the Note, this
Agreement, or any other Loan Documents; or
6.2 Any other default shall occur under the Note.
SECTION 7. MISCELLANEOUS PROVISIONS
7.1 Additional Remedies. The rights, powers and remedies given to
Bank hereunder shall be cumulative and not alternative and shall be in addition
to all rights, powers and remedies given to Bank by law against Borrower or any
other person, including but not limited to Bank's rights of setoff or banker's
lien.
7.2 Nonwaiver. Any forbearance or failure or delay by Bank in
exercising any right, power or remedy hereunder shall not be deemed a waiver
thereof and any single or partial exercise of any right, power or remedy shall
not preclude the further exercise thereof. No waiver shall be effective unless
it is in writing and signed by an officer of Bank.
7.3 Inurement. The benefits of this Agreement shall inure to the
successors and assigns of Bank and the permitted successors and assignees of
Borrower, and any assignment by Borrower without Bank's consent shall be null
and void.
7.4 Applicable Law. This Agreement and all other agreements and
instruments required by Bank in connection therewith shall be governed by and
construed according to the laws of the State of California.
7.5 Severability. Should any one or more provisions of this
Agreement be determined to be illegal or unenforceable, all other provisions
nevertheless shall be effective. In the event of any conflict between the
provisions of this Agreement and the provisions of any note or reimbursement
agreement evidencing any indebtedness hereunder, the provisions of such note or
reimbursement agreement shall prevail.
7.6 Integration Clause. Except for documents and instruments
specifically referenced herein, this Agreement constitutes the entire agreement
between Bank and Borrower regarding the Loan and all prior communications verbal
or written between Borrower and Bank shall be of no further effect or
evidentiary value.
7.7 Construction. The section and subsection headings herein are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
7.8 Amendments. This Agreement may be amended only in writing
signed by all parties hereto.
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7.9 Counterparts. Borrower and Bank may execute one or more
counterparts to this Agreement, each of which shall be deemed an original, but
when together shall be one and the same instrument.
SECTION 8. SERVICE OF NOTICES
8.1 Any notices or other communications provided for or allowed
hereunder shall be effective only when given by one of the following methods and
addressed to the respective party at its address given with the signatures at
the end of this Agreement and shall be considered to have been validly given:
(a) upon delivery, if delivered personally; (b) upon receipt, if mailed, first
class postage prepaid, with the United States Postal Service; (c) on the next
business day, if sent by overnight courier service of recognized standing; and
(d) upon telephoned confirmation of receipt, if telecopied.
8.2 The addresses to which notices or demands are to be given may be
changed from time to time by notice delivered as provided above.
THIS AGREEMENT is executed on behalf of the parties by duly authorized
officers as of the date first above written.
UNION BANK OF CALIFORNIA, N.A. CORINTHIAN COLLEGES, INC.
By: /s/ Xxx Xx By: /s/ Xxxxx Xxxxx
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Title: Vice President Title: Vice President
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By:________________________________ By:________________________________
Title:_____________________________ Title:_____________________________
Address: 000 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx: 0 Xxxxxx Xxxxxx, Xxxxx
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Xxxxxx, Xx. 92868 400, Xxxxx Xxx 92207
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Attention: Xxxxxxx X. Xxxxx VP or Xxx Xx VP Attention:
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Telecopier: (000)-000-0000 Telecopier: (000) 000-0000
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Telephone: (000) 000-0000/(000)000-0000 Telephone: (000) 000-0000
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