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Exhibit 99.1
NINTH AMENDMENT TO CREDIT AGREEMENT
AND WAIVER
THIS NINTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment") is
made and entered into as of the 30th day of November, 2000, by and between
EDUTREK INTERNATIONAL, INC., a Georgia corporation ("Borrower"), the undersigned
Guarantors party hereto (the "Guarantors"; Borrower and the Guarantors (other
than CEC (as defined herein)) are individually a "Credit Party" and collectively
the "Credit Parties"), and FIRST UNION NATIONAL BANK ("Lender").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Borrower and Lender are a party to that certain Credit Agreement,
dated as of March 25, 1999, as amended by a First Amendment to Credit Agreement
dated May 27, 1999, by a Second Amendment to Credit Agreement and Waiver dated
August 16, 1999, by a Third Amendment to Credit Agreement dated August 27, 1999,
by a Fourth Amendment to Credit Agreement and Waiver dated November 11, 1999, by
a Fifth Amendment to Credit Agreement and Waiver dated December 23, 1999, by a
Sixth Amendment to Credit Agreement dated as of February 9, 2000, by a Seventh
Amendment to Credit Agreement and Waiver dated as of May 30, 2000, and by a
Eighth Amendment to Credit Agreement and Waiver (the "Eighth Amendment") dated
as of September 11, 2000 (as amended, the "Credit Agreement"), pursuant to which
Lender made available to Borrower a $10,000,000 revolving line of credit
pursuant to the Facility A Commitment and a line of credit providing a maximum
availability of $4,350,000 pursuant to the Facility B Commitment;
WHEREAS, Lender granted to Borrower a waiver of certain financial covenants
violations in the Eighth Amendment, and Borrower seeks a continuation of such
waiver;
WHEREAS, Borrower is in violation of Section 2.1 of the Credit Agreement in
that the aggregate principal amount of all outstanding Facility A Loans, when
aggregated with the outstanding principal amount of the L/C Obligations, exceeds
the Facility A Commitment, and Borrower seeks a waiver of such violation;
WHEREAS, Borrower also seeks an extension of the maturity date of the
Facility B Loans so that such Loans mature coterminous with the Facility A
Loans, an increase in the Facility B Commitment, and an extension of credit in
the amount of $1,500,000 pursuant to a new Facility C Commitment;
WHEREAS, Borrower has requested that Lender enter into this Amendment to
waive such violations, to extend the maturity date of the Facility B Loans, to
increase the Facility B Commitment, and to implement the Facility C Commitment;
and
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WHEREAS, Lender is willing to agree to such amendments and waiver upon the
terms set forth herein;
NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual promises, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used herein and not expressly
defined herein shall have the same respective meanings given to such terms in
the Credit Agreement.
2. Amendments. Subject to the conditions contained herein, the Credit
Agreement is hereby amended as follows:
2.1. New Definitions. Section 1.1 of the Credit Agreement is hereby
amended by adding thereto in appropriate alphabetical order the following
new definitions:
"CEC" means Career Education Corporation, a Delaware corporation.
"CEC Guaranty" means that certain Guaranty executed and delivered
by CEC in favor of Lender guaranteeing the payment and performance of
the Facility C Loans, as amended or restated from time to time.
"Facility C" means the Credit Facility established pursuant to
Section 2.1(c) hereof.
"Facility C Commitment" means the obligation of the Lender to
make Loans to the Borrower pursuant to Section 2.1(c) hereof in an
aggregate principal amount at any time outstanding not to exceed One
Million Five Hundred Thousand Dollars ($1,500,000).
"Facility C Loan" means any revolving loan made to the Borrower
pursuant to Section 2.1(c), and all such Loans collectively as the
context requires.
"Facility C Note" means the Revolving Credit Note made by the
Borrower payable to the order of the Lender, substantially in the form
of Exhibit A-3 hereto, evidencing the Facility C Credit Facility, and
any amendments and modifications thereto, any substitutes therefor,
and any replacements, restatements, renewals or extension thereof, in
whole or in part.
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"Ninth Amendment" shall mean that certain Ninth Amendment to
Credit Agreement and Waiver, dated as of November 30, 2000, between
Borrower and Lender.
"Ninth Amendment Effective Date" shall mean that date on which
all of the conditions precedent set forth in Section 4 of the Ninth
Amendment have been satisfied and the Ninth Amendment has become
effective.
2.2. Existing Definitions. Section 1.1 of the Credit Agreement is
hereby further amended by deleting the definitions of "Commitment",
"Facility B Commitment", "Guarantors", "Loan", "Loan Documents", "Note" and
"Termination Date" and by substituting in lieu thereof the following new
definitions of such terms:
"Commitment" means collectively, the Facility A Commitment, the
Facility B Commitment and the Facility C Commitment.
"Facility B Commitment" means the obligation of the Lender to
make Loans to the Borrower pursuant to Section 2.1(b) hereof in an
aggregate principal amount at any time outstanding not to exceed Five
Million Seven Hundred Fifty Thousand Dollars ($5,750,000).
"Guarantors" means CEC and each of Borrower's Subsidiaries which
is organized or formed under the laws of the United States or of any
political subdivision thereof or any territory thereof.
"Loan" means any revolving loan made to the Borrower pursuant to
Section 2.1, whether a Facility A Loan, Facility B Loan or a Facility
C Loan, and all such Loans collectively as the context requires.
"Loan Documents" means, collectively, this Agreement, the
Facility A Note, the Facility B Note, the Facility C Note, any Hedging
Agreement executed by Lender or any of its Affiliates, the
Applications, the Security Documents, the Guaranty, the CEC Guaranty
and each other document, instrument and agreement executed and
delivered by the Borrower, its Subsidiaries, CEC, or their counsel in
connection with this Agreement or otherwise referred to herein or
contemplated hereby, all as may be amended, restated or otherwise
modified.
"Note" means, collectively, the Facility A Note, the Facility B
Note and the Facility C Note.
"Termination Date" means the earliest of (a) April 30, 2001, or,
if the Stated Termination Date is extended in accordance with and as
such term is defined in Section 2.3(d) hereof, May 30, 2001, (b)
thirty (30) days
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after demand for payment is made by Lender pursuant to Section 2.3(a)
hereof, (c) the date of termination by the Borrower pursuant to
Section 2.5(a), and (d) the date of termination by the Lender pursuant
to Section 11.2(a).
2.3. Deleted Definition. Section 1.1 of the Credit Agreement is
hereby further amended by deleting the definition of "Facility B
Termination Date".
2.4. Revolving Loans. Section 2.1 of the Credit Agreement is hereby
amended by deleting such section in its entirety, and substituting in lieu
thereof a new Section 2.1, to read as follows:
SECTION 2.1. Revolving Credit Loans.
(a) Facility A Loans. Subject to the terms and conditions of
this Agreement, Lender agrees to make Facility A Loans to the Borrower
from time to time from the Closing Date through the Termination Date
as requested by the Borrower in accordance with the terms of Section
2.2 provided, that (i) the aggregate principal amount of all
outstanding Facility A Loans (after giving effect to any amount
requested), when aggregated with the outstanding principal amount of
the L/C Obligations, shall not exceed the Facility A Commitment and
(ii) the aggregate principal amount of all outstanding Loans (after
giving effect to any amount requested), when aggregated with the
outstanding principal amount of the L/C Obligations, shall not exceed
the aggregate amount of the Commitments. Subject to the terms and
conditions hereof, the Borrower may borrow, repay and reborrow
Facility A Loans hereunder until the Termination Date.
(b) Facility B Loans. Subject to the terms and conditions of
this Agreement, Lender agrees to make Facility B Loans to the Borrower
from time to time from the First Amendment Effective Date through the
Termination Date as requested by the Borrower in accordance with the
terms of Section 2.2 provided, that (i) the aggregate principal amount
of all outstanding Facility B Loans (after giving effect to any amount
requested) shall not exceed the Facility B Commitment as then in
effect and (ii) the aggregate principal amount of all outstanding
Loans (after giving effect to any amount requested), when aggregated
with the outstanding principal amount of the L/C Obligations, shall
not exceed the aggregate amount of the Commitments. Subject to the
terms and conditions hereof, the Borrower may borrow, repay and
reborrow Facility B Loans hereunder until the Termination Date. The
Borrower may not borrow any Facility B Loans unless and until Facility
A has been fully drawn. The $1,400,000 advance made under Facility B
on the Ninth Amendment Effective Date
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shall be used solely to pay to Lender on such date the arrangement
fees due to Lender in the aggregate amount of $1,400,000.
(c) Facility C Loans. Subject to the terms and conditions of
this Agreement, Lender agrees to make Facility C Loans to the Borrower
from time to time from the date on which CEC delivers to Lender the
Standby Letter of Credit referred to in Section 5 of the Ninth
Amendment through the Termination Date as requested by the Borrower in
accordance with the terms of Section 2.2 provided, that (i) the
aggregate principal amount of all outstanding Facility C Loans (after
giving effect to any amount requested) shall not exceed the Facility C
Commitment as then in effect and (ii) the aggregate principal amount
of all outstanding Loans (after giving effect to any amount
requested), when aggregated with the outstanding principal amount of
the L/C Obligations, shall not exceed the aggregate amount of the
Commitments. Subject to the terms and conditions hereof, the Borrower
may borrow, repay and reborrow Facility C Loans hereunder until the
Termination Date. The Borrower may not borrow any Facility C Loans
unless and until each of Facility A and Facility B has been fully
drawn.
2.5. Repayment of Loans. The Credit Agreement is hereby further
amended by deleting Section 2.3 thereof in its entirety and substituting in
lieu thereof a new Section 2.3 to read as follows:
SECTION 2.3 Repayment of Loans.
(a) Repayment of Facility A Loans. The Borrower shall repay the
outstanding principal amount of all Facility A Loans in full, together
with all accrued but unpaid interest thereon, on the earlier to occur
of (i) the Termination Date and (ii) that date which is thirty (30)
days after Lender delivers to Borrower a demand for payment so long as
such demand is delivered on or after September 30, 2000; provided,
however, that, so long as no Default or Event of Default has occurred
on or after the Ninth Amendment Effective Date, Lender will not
exercise its right to demand payment set forth in (ii) above if Lender
determines in its sole discretion that Borrower continues to
diligently pursue its proposed merger with CEC contemplated under that
certain Agreement and Plan of Merger dated as of October 24, 2000,
among CEC, EI Acquisition, Inc. and Borrower.
(b) Repayment of Facility B Loans and Facility C Loans. The
Borrower shall repay the outstanding principal amount of all Facility
B Loans and all Facility C Loans in full, together with all accrued
but unpaid interest thereon, on the Termination Date.
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(c) Optional Repayments. The Borrower may at any time and from
time to time repay the Loans, in whole or in part, upon delivery of
notice, in the form attached hereto as Exhibit D (a "Notice of
Prepayment") specifying the date and amount of repayment. If any such
notice is given, the amount specified in such notice shall be due and
payable on the date set forth in such notice. Partial repayments shall
be in an aggregate amount of at least $100,000 or a whole multiple of
$10,000 in excess thereof.
(d) Option to Extend Stated Termination Date. On or before March
31, 2001, and provided that the Loans have not been accelerated prior
to such date, Borrower may request in writing that Lender extend the
April 30, 2001 date set forth in the Termination Date definition (the
"Stated Termination Date") to May 30, 2001. Lender agrees to extend
the Stated Termination Date provided that, at the time of such
extension, no Default or Event of Default has occurred or is
continuing and Borrower pays to Lender a renewal fee in the amount of
Five Hundred Thousand Dollars ($500,000). Lender agrees to apply such
renewal fee to the principal balance of the Loans should the Borrower
pay the Obligations in full on or before May 30, 2001.
2.6. Notes. The Credit Agreement is hereby further amended by adding
a new subsection (c) to Section 2.4 to read as follows:
(c) The Facility C Loans and the obligation of the Borrower to
repay the Facility C Loans shall be evidenced by a Facility C Note
executed by the Borrower payable to the order of the Lender
representing the Borrower's obligation to pay the Facility C
Commitment or, if less, the aggregate unpaid principal amount of all
Facility C Loans made and to be made to the Borrower hereunder, plus
interest and all other fees, charges and other amounts due thereon.
The Facility C Note shall be dated the Ninth Amendment Effective Date
and shall bear interest on the unpaid principal amount thereof at the
applicable interest rate per annum specified in Section 4.1.
2.7. Permanent Reduction of the Commitment. The Credit Agreement is
hereby further amended by deleting Section 2.5 thereof in its entirety and
substituting in lieu thereof a new Section 2.5 to read as follows:
SECTION 2.5 Permanent Reduction of the Commitment.
(a) The Borrower shall have the right at any time and from time
to time, upon at least five (5) Business Days prior written notice to
the Lender, to permanently reduce, in whole at any time or in part
from time to time, without premium or penalty, either the Facility A
Commitment, the
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Facility B Commitment or the Facility C Commitment in an aggregate
principal amount not less than $100,000 or any whole multiple of
$10,000 in excess thereof.
(b) The Facility A Commitment shall (i) immediately upon any
demand for payment made by Lender pursuant to Section 2.3(a) hereof,
reduce to the amount of the outstanding principal balance of the
Facility A Loans and (ii) thirty (30) days after such demand for
payment, reduce to zero.
(c) Each of the Facility B Commitment and the Facility C
Commitment shall reduce to zero on the Termination Date.
(d) Each permanent reduction permitted or required pursuant to
this Section 2.5 shall be accompanied by a payment of principal
sufficient to reduce the sum of the aggregate outstanding Facility A
Loans plus the outstanding L/C Obligations after such reduction to the
Facility A Commitment as so reduced and/or to reduce the sum of the
aggregate outstanding Facility B Loans after such reduction to the
Facility B Commitment as so reduced and/or to reduce the sum of the
aggregate outstanding Facility C Loans after such reduction to the
Facility C Commitment as so reduced. Any reduction of the Commitment
to zero shall be accompanied by payment of all outstanding Obligations
(and furnishing of cash collateral satisfactory to the Lender for all
L/C Obligations).
2.8. Interest. The Credit Agreement is hereby further amended by
deleting subsection 4.1(a) thereof in its entirety and substituting in lieu
thereof a new subsection 4.1(a) to read as follows:
(a) Interest Rate. Subject to the provisions of this Section
4.1, (i) the aggregate principal amount of the Facility A Loans or any
portion thereof shall bear interest at the LIBOR Market Index Rate
plus 2.75%, as that rate may change from day to day in accordance with
changes in the LIBOR Market Index Rate and (ii) the aggregate
principal amounts of the Facility B Loans and the Facility C Loans
shall bear interest at the Base Rate plus 2.50%, as that rate may
change from day to day in accordance with changes in the Prime Rate or
the Federal Funds Rate.
2.9. Facility B Termination Date. The Credit Agreement is hereby
further amended by globally deleting all references to the term "Facility B
Termination Date" and replacing such references with "Termination Date".
2.10. Form of Facility C Note. The Credit Agreement is hereby
further amended by adding a new Exhibit A-3 thereto in the form of Exhibit
A-3 attached hereto.
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3. Waiver. Effective on the Ninth Amendment Effective Date and provided
no Default or Event of Default occurs after the Ninth Amendment Effective Date,
Lender hereby waives the Default or Event of Default created by the Borrower's
failure to comply with the following financial covenants for the period from
November 30, 2000 to the Termination Date:
(a) Net Worth covenant set forth in Section 9.1 of the Credit
Agreement;
(b) Ratio of Actual to Budgeted Revenues covenant set forth in
Section 9.5 of the Credit Agreement, and
(c) Accounts Payable covenant set forth in Section 9.8 of the Credit
Agreement.
Also effective on the Ninth Amendment Effective Date, Lender hereby waives
any Default or Event of Default under Section 2.1(a) of the Credit Agreement due
to the fact that the aggregate principal amount of all outstanding Facility A
Loans, when aggregated with the outstanding principal amount of the L/C
Obligations, exceeds the Facility A Commitment.
4. Conditions Precedent. The amendments contained herein shall not become
effective unless and until the Lender shall have received each of the following
instruments, documents and agreements, in each case in form and content
acceptable to Lender:
(a) this Amendment, duly executed and delivered by the Borrower and
each Guarantor;
(b) evidence that the SLS obligations have been refinanced pursuant
to an Assignment of such obligations by SLS to CEC in form and content
acceptable to Lender;
(c) the Facility C Note;
(d) a Guaranty of the Facility C Loans duly executed and delivered by
CEC in favor of Lender;
(e) an Amendment to Intercreditor Agreement executed by CEC in form
and content acceptable to Lender;
(f) a legal opinion of counsel to the Credit Parties (other than
CEC);
(g) a legal opinion of counsel to CEC;
(h) a certificate from the chief executive officer or chief financial
officer of the Borrower, in form and substance satisfactory to the Lender,
to the effect that all representations and warranties of the Borrower
contained in the Credit Agreement, this Amendment and the other Loan
Documents are true, correct and complete; that giving effect to this
Amendment the Borrower is not in violation of any of the covenants
contained
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in the Credit Agreement and the other Loan Documents; and that, after
giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing;
(i) a certificate of the secretary or assistant secretary of each
Credit Party (other than CEC) certifying that (i) the certificate or
articles of incorporation and by-laws of such Credit Party, or the
comparable organizational documents of such Credit Party, have not been
amended, modified or supplemented since the Closing Date and (ii) attached
thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors of such Credit Party authorizing the execution, delivery
and performance of this Amendment and the all other instruments, documents
and agreements executed and delivered pursuant hereto or in connection
herewith to which it is a party (collectively, the "Amendment Documents"),
and ratifying the execution and delivery of this Amendment; and as to the
incumbency and genuineness of the signature of each officer of such Credit
Party executing the Amendment Documents to which it is a party;
(j) a certificate of the secretary or assistant secretary of CEC
certifying that (i) attached thereto is a true and complete copy of both
the certificate of incorporation and the by-laws of CEC, and (ii) attached
thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors of CEC authorizing the execution, delivery and
performance of the Amendment Documents to which it is a party and ratifying
the execution and delivery of such Amendment Documents; and as to the
incumbency and genuineness of the signature of each officer of CEC
executing the Amendment Documents to which it is a party;
(k) Lender's attorneys' fees and expenses incurred in connection with
this Amendment; and
(l) such other instruments, documents and agreements as the Lender
may reasonably request.
1. Condition Precedent for Facility C Loans. Borrower and Lender agree
that Borrower may not obtain any Loans under Facility C until CEC shall have
delivered to Lender a Standby Letter of Credit in favor of Lender in the amount
of $1,500,000 for the guaranty by CEC of the Facility C Obligations of Borrower
issued by a bank satisfactory to Lender.
2. Representations and Warranties; No Default. Each Credit Party hereby
jointly and severally represent and warrant to the Lender that (a) all of Credit
Parties' representations and warranties contained in the Credit Agreement, the
other Loan Documents and this Amendment are true and correct on and as of the
date of this Amendment (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date)
except, in the case of the representation set forth in Section 6.1(q) of the
Credit Agreement, as reflected in the Borrower's interim financial statements
for the period ending September 30, 2000; (b) no Default or Event of Default has
occurred and is continuing as of such date under any Loan Document, except any
Default or Event of Default waived under Section 3 of this Agreement; (c) each
Credit Party has the power and authority to enter into this Amendment and the
other Amendment
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Documents to which it is a party and to perform all of its obligations hereunder
and thereunder; (d) the execution, delivery and performance of this Amendment
and the Amendment Documents have been duly authorized by all necessary corporate
or partnership action on the part of each Credit Party; (e) this Amendment and
the Amendment Documents are the legal, valid and binding obligations of the
Credit Parties party thereto, enforceable in accordance with their respective
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar state or federal debtor relief laws from
time to time in effect which affect the enforcement of creditors' rights in
general and the availability of equitable remedies; and (f) the execution and
delivery of this Amendment and the Amendment Documents and performance thereof
by the Credit Parties do not and will not violate the Certificate or Articles of
Incorporation, By-laws or other organizational documents of any Credit Party and
do not and will not violate or conflict with any law, order, writ, injunction,
or decree of any court, administrative agency or other governmental authority
applicable to any Credit Party or its properties.
3. Reaffirmation of Loan Documents. Each Credit Party hereby reaffirms
its obligations under the Loan Documents, and acknowledges and agrees that each
of the Loan Documents to which such Credit Party is a party, and the obligations
of such Credit Party thereunder, remain in full force and effect, without
release, diminution or impairment, notwithstanding the execution and delivery of
this Amendment or of any prior amendment to the Credit Agreement or any other
Loan Document.
4. References. All references in the Credit Agreement and the Loan
Documents to the Credit Agreement shall hereafter be deemed to be references to
the Credit Agreement as amended hereby and as the same may hereafter be amended
from time to time.
5. Limitation of Agreement. Except as especially set forth herein, this
Amendment shall not be deemed to waive, amend or modify any term or condition of
the Credit Agreement, each of which is hereby ratified and reaffirmed and which
shall remain in full force and effect, nor to serve as a consent to any matter
prohibited by the terms and conditions thereof.
6. Counterparts. This Amendment may be executed in any number of
counterparts, and any party hereto may execute any counterpart, each of which,
when executed and delivered, will be deemed to be an original and all of which,
taken together will be deemed to be but one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.
7. Further Assurances. Each Credit Party agrees to take such further
action as the Lender shall reasonably request in connection herewith to evidence
the amendments herein contained to the Credit Agreement or the matters
contemplated hereby.
8. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties hereto.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Georgia, without regard to principles
of conflicts of law.
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10. No Claim. Each Credit Party hereby represents, warrants, acknowledges
and agrees to and with the Lender that as of the date hereof (a) such Credit
Party neither holds nor claims any right of action, claim, cause of action or
damages, either at law or in equity, against the Lender, its officers,
directors, agents, employees or Affiliates, or any of them, which arises from,
may arise from, allegedly arise from, are based upon or are related in any
manner whatsoever to the Credit Agreement and the Loan Documents or which are
based upon acts or omissions of the Lender, any such officer, director, agent,
employee or Affiliate of Lender, or any of them, in connection therewith and (b)
the Obligations are absolutely owed to the Lender, without offset, deduction or
counterclaim.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the date first written above.
CREDIT PARTIES:
BORROWER:
EDUTREK INTERNATIONAL, INC.
By: /s/ R. Steven Bostic
-----------------------------------------
R. Steven Bostic
Chairman of the Board and
Chief Executive Officer
Attest: /s/ David J. Horn
-------------------------------------
David J. Horn
Secretary and Chief Financial Officer
[CORPORATE SEAL]
GUARANTORS:
[CORPORATE SEAL] EDUTREK SYSTEMS, INC.
By: /s/ R. Steven Bostic
-----------------------------------------
R. Steven Bostic
Chief Executive Officer
[CORPORATE SEAL] AMERICAN INTERCONTINENTIAL
UNIVERSITY, INC.
By: /s/ R. Steven Bostic
-----------------------------------------
R. Steven Bostic
Chief Executive Officer
[CORPORATE SEAL] CAREER EDUCATION CORPORATION
By: /s/ Patrick K. Pesch
-----------------------------------------
Name: Patrick K. Pesch
Title: Chief Financial Officer
[CORPORATE SEAL] AMERICAN INTERCONTINENTAL UNIVERSITY-
LONDON, LTD. U.S.
By: /s/ R. Steven Bostic
-----------------------------------------
R. Steven Bostic
Chief Executive Officer
[CORPORATE SEAL] AMERICAN EUROPEAN MIDDLE EAST
CORPORATION, LLC
By: American InterContinental University-
London, LTD. U.S.
By: /s/ R. Steven Bostic
-----------------------------------------
R. Steven Bostic
Chief Executive Officer
LENDER:
FIRST UNION NATIONAL BANK
By: /s/ Frank Darrow
-----------------------------------------
Frank Darrow
Vice President
<PAGE>
Exhibit A-3
To Ninth Amendment to Credit Agreement
FORM OF
FACILITY C
REVOLVING CREDIT NOTE
$1,500,000 Atlanta, Georgia
30th of November, 2000
FOR VALUE RECEIVED, the undersigned (the "Borrower") HEREBY PROMISES TO PAY
to the order of FIRST UNION NATIONAL BANK (the "Lender"), the principal amount
of One Million Five Hundred Thousand Dollars ($1,500,000), or, if less, the
aggregate unpaid principal amount of all "Facility C Loans" disbursed to the
Borrower by the Lender under, and as such term is defined in, the Credit
Agreement referred to below.
The Borrower promise to pay interest on the unpaid principal amount hereof
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement. Nothing in this Note
shall be deemed to establish or require the payment of a rate of interest in
excess of the maximum rate permitted by any Applicable Law. In the event that
any rate of interest required to be paid hereunder exceeds the maximum rate
permitted by Applicable Law, the provisions of the Credit Agreement relating to
the payment of interest under such circumstances shall control.
Both principal and interest are payable in lawful money of the United
States of America to First Union National Bank in federal or other immediately
available funds.
This Note is the Facility C Note referred to in, and is entitled to the
benefits of, the Credit Agreement dated as of March 25, 1999 (together with all
amendments and other modifications from time to time made thereto, the "Credit
Agreement"), among the Borrower and First Union National Bank, as amended
through and including the date hereof. Capitalized terms not defined herein are
to have the meanings provided to them in the Credit Agreement. The Credit
Agreement contains, among other things, provisions for the time, place and
manner of payment of this Note, the determination of the interest rate borne by
and fees payable in respect of this Note, acceleration of the payment of this
Note upon the happening of certain stated events and the mandatory repayment of
this Note under certain circumstances.
The Borrower hereby agrees to pay on demand all reasonable costs and
expenses actually incurred by the Lender in collecting the Borrower's
obligations hereunder or in enforcing or attempting to enforce any of the
Lender's rights hereunder, including, but not limited to, reasonable attorneys'
fees and expenses actually incurred by the Lender if collected by or through an
attorney, whether or not suit is filed.
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Exhibit A-3
To Ninth Amendment to Credit Agreement
Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.
THIS NOTE IS MADE AND DELIVERED IN THE STATE OF GEORGIA AND SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
GEORGIA WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
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Exhibit A-3
To Ninth Amendment to Credit Agreement
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed under
seal by a duly authorized officer as of the day and year first above written.
[CORPORATE SEAL] EDUTREK INTERNATIONAL, INC.
ATTEST:
By:_______________________________ By:_________________________________
David J. Horn R. Steven Bostic
Secretary and Chief Financial Officer Chairman of the Board and
Chief Executive Officer
Facility C Note Signature Page
