Exhibit
      10.1

    


    SECOND
      MODIFICATION AGREEMENT

     

    BY
      THIS
      SECOND MODIFICATION AGREEMENT (the "Agreement"), made and entered into as of
      the
      26th day of October, 2007, by WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
      banking association, whose address is Commercial Banking, MAC S4101-251, 100
      West Washington, Phoenix, Arizona 85003 (hereinafter called "Lender"), and
      UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation, dba UNIVERSAL
      TECHNICAL INSTITUTE OF DELAWARE ("Borrower"), whose address is 20410 North
      19th
      Avenue, Suite 200, Phoenix, Arizona 85027, in consideration of the mutual
      covenants herein contained and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, hereby confirm and
      agree as follows:

     

    SECTION
      1. RECITALS;
      ACKNOWLEDGEMENTS.

     

    1.1 Borrower
      and Lender entered into a Credit Agreement dated October 26, 2004, as
      amended by that certain Modification Agreement dated July 5, 2006 (as amended,
      the "Credit Agreement"), which provided for, among other things, a line of
      credit ("Line of Credit") in the maximum aggregate amount of $30,000,000.00
      (collectively, the "Loans"), all upon the terms and conditions contained
      therein. All undefined capitalized terms used herein shall have the meaning
      given them in the Credit Agreement. The Credit Agreement, the Line of Credit
      Note and all other agreements, documents and instruments relating to the Loans
      are referred to as the Credit Documents.

     

    1.2 Borrower
      and Lender desire to modify the Credit Documents as set forth
      herein.

     

    SECTION
      2. CREDIT
      DOCUMENTS MODIFICATIONS.

     

    2.1 Section
      4.9 of the Credit Agreement is hereby amended to read as follows: 

     

    SECTION
      4.9 FINANCIAL
      CONDITION.
      Maintain Borrower's financial condition at the end of each fiscal year with
      respect to Sections 4.9(a) and 4.9(b) and at the end of each fiscal quarter
      for
      Sections 4.9 (c), (d) and (e) as follows using generally accepted accounting
      principles consistently applied and used consistently with prior practices
      (except to the extent modified by the definitions herein), with compliance
      determined commencing with Borrower's financial statements for the period ending
      December, 2007:

     

    (a) Net
      income after taxes determined for any fiscal year of not less than $7,500,000.00
      for such year.

     

    (b) Net
      income after taxes determined for any two (2) consecutive fiscal quarters of
      not
      less than $0.00 for such consecutive quarters.

     

    (c) Total
      Liabilities divided by Tangible Net Worth determined for any fiscal quarter
      of
      not greater than the DNW Ratio, with "Total Liabilities" defined as the
      aggregate of current liabilities and non-current liabilities excluding EITF
      97-10 Liabilities up to $30,000,000.00 less subordinated debt, with "Tangible
      Net Worth" defined as total assets less Total Liabilities and less any
      intangible assets, and with "DNW Ratio" defined as 3.00 to 1.00.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Current
      Ratio determined for any fiscal quarter of less than the CR Requirement.
      "Current Ratio" is defined as total current assets divided by total current
      liabilities which shall include without limitation any outstanding balance
      on
      the Line of Credit, outstanding surety bonds and any outstanding Letters of
      Credit under the Line of Credit Commitment), with "CR Requirement" defined
      as
      0.50 to 1.00.

     

    (e) Tangible
      Net Worth (as defined in Paragraph (c) above) determined as of any fiscal
      quarter of not less than $35,000,000.00.

     

    2.2 The
      following definitions in Exhibit "A" to the Credit Agreement are hereby amended
      to read as follows:

     

    "Line
      of
      Credit Maturity Date" means October 26, 2009.

     

    "Tangible
      Net Worth": See Section 4.9(c).

     

    SECTION
      3. OTHER
      MODIFICATIONS, RATIFICATIONS AND AGREEMENTS.

     

    3.1 All
      references to the Credit Agreement in the Credit Documents are hereby amended
      to
      refer to the Credit Agreement as hereby amended.

     

    3.2 Borrower
      acknowledges that the indebtedness evidenced by the Line of Credit Note is
      just
      and owing, that the balance thereof is correctly shown in the records of Lender
      as of the date hereof, and Borrower agrees to pay the indebtedness evidenced
      by
      the Line of Credit Note according to the terms thereof, as herein
      modified.

     

    3.3 Borrower
      hereby reaffirms to Lender each of the representations, warranties, covenants
      and agreements of Borrower set forth in the Line of Credit Note and the Credit
      Agreement, with the same force and effect as if each were separately stated
      herein and made as of the date hereof.

     

    3.4 Borrower
      hereby ratifies, reaffirms, acknowledges, and agrees that the Line of Credit
      Note and the Credit Agreement, represent valid, enforceable and collectible
      obligations of Borrower, and that there are no existing claims, defenses,
      personal or otherwise, or rights of setoff whatsoever with respect to any of
      these documents or instruments. In addition, Borrower hereby expressly waives,
      releases and absolutely and forever discharges Lender and its present and former
      shareholders, directors, officers, employees and agents, and their separate
      and
      respective heirs, personal representatives, successors and assigns, from any
      and
      all liabilities, claims, demands, damages, action and causes of action, of
      which
      Borrower has, or may reasonably be expected to have knowledge, that Borrower
      may
      now have, or has had prior to the date hereof, or that may hereafter arise
      with
      respect to acts, omissions or events occurring prior to the date hereof and,
      without limiting the generality of the foregoing, from any and all liabilities,
      claims, demands, damages, actions and causes of action, known or unknown,
      contingent or matured, arising out of, or in any way connected with, the Loans.
      Borrower further acknowledges and represents that no event has occurred and
      no
      condition exists that, after notice or lapse of time, or both, would constitute
      a default under this Agreement, the Line of Credit Note or the Credit
      Agreement.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    3.5 All
      terms, conditions and provisions of the Line of Credit Note and the Credit
      Agreement are continued in full force and effect and shall remain unaffected
      and
      unchanged except as specifically amended hereby. The Line of Credit Note and
      the
      Credit Agreement, as amended hereby, are hereby ratified and reaffirmed by
      Borrower, and Borrower specifically acknowledges the validity and enforceability
      thereof.

     

    SECTION
      4. GENERAL.

     

    4.1 This
      Agreement in no way acts as a release or relinquishment of those rights securing
      payment of the Loans. Such rights are hereby ratified, confirmed, renewed and
      extended by Borrower in all respects.

     

    4.2 The
      modifications contained herein shall not be binding upon Lender until Lender
      shall have received all of the following:

     

    (a) An
      original of this Agreement, fully executed by the Borrower.

     

    (b) An
      original Consent and Agreement of Guarantors executed by each
      Guarantor.

     

    (c) Such
      resolutions or authorizations and such other documents as Lender may require
      relating to the existence and good standing of the Borrower and the authority
      of
      any person executing this Agreement or other documents on behalf of the
      Borrower.

     

    4.3 Borrower
      shall execute and deliver such additional documents and do such other acts
      as
      Lender may reasonably require to fully implement the intent of this
      Agreement.

     

    4.4 Borrower
      shall pay all costs and expenses, including, but not limited to, reasonable
      attorneys' fees incurred by Lender in connection herewith, whether or not all
      of
      the conditions described in Paragraph 4.2 above are satisfied. Lender, at its
      option, but without any obligation to do so, may advance funds to pay any such
      costs and expenses that are the obligation of the Borrower, and all such funds
      advanced shall bear interest at the highest rate provided in the Line of Credit
      Note and shall be due and payable upon demand.

     

    4.5 Notwithstanding
      anything to the contrary contained herein or in any other instrument executed
      by
      Borrower or Lender, or in any other action or conduct undertaken by Borrower
      or
      Lender on or before the date hereof, the agreements, covenants and provisions
      contained herein shall constitute the only evidence of Lender's consent to
      modify the terms and provisions of the Credit Agreement. Accordingly, no express
      or implied consent to any further modifications involving any of the matters
      set
      forth in this Agreement or otherwise shall be inferred or implied by Lender's
      execution of this Agreement. Further, Lender's execution of this Agreement
      shall
      not constitute a waiver (either express or implied) of the requirement that
      any
      further modification of the Loans or of the Line of Credit Note or the Credit
      Agreement, shall require the express written approval of Lender; no such
      approval (either express or implied) has been given as of the date
      hereof.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    4.6 Time
      is
      hereby declared to be of the essence hereof of the Loans, of the Line of Credit
      Note and of the Credit Agreement, and Lender requires, and Borrower agrees
      to,
      strict performance of each and every covenant, condition, provision and
      agreement hereof, of the Line of Credit Note and the Credit
      Agreement.

     

    4.7 This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and their heirs, personal representatives, successors and
      assigns.

     

    4.8 This
      Agreement is made for the sole protection and benefit of the parties hereto,
      and
      no other person or entity shall have any right of action hereon.

     

    4.9 This
      Agreement shall be governed by and construed according to the laws of the State
      of Arizona.

     

    IN
      WITNESS WHEREOF, these presents are executed as of the date indicated
      above.

     

    
      	 	
              UNIVERSAL
                TECHNICAL INSTITUTE, INC., a Delaware corporation, dba UNIVERSAL
                TECHNICAL
                INSTITUTE OF DELAWARE

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name:

            	
              Jennifer
                L. Haslip

            
	 	
              Title:

            	
              Chief
                Financial Officer

            


    

    


    BORROWER

     

    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, a national banking
                association

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Keri M. Tignini

            
	 	
              Name:

            	
              Keri
                M. Tignini 

            
	 	
              Title:
                

            	
              Vice
                President

            


    

    


    LENDER

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    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 WELLS 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/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            
	 	 	 
	 	 	 
	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF ARIZONA, INC., a Delaware
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            
	 	 	 
	 	 	 
	 	
              U.T.I.
                OF ILLINOIS, INC., an Illinois corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            


    

    


    


    
      	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF CALIFORNIA, INC., a California
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF NORTH CAROLINA, INC., a Delaware
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            
	 	 	 
	 	 	 
	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF TEXAS, INC., a Texas corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            
	 	 	 
	 	 	 
	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF PENNSYLVANIA, INC., a Delaware
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            


    

    


    


    
      	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF MASSACHUSETTS, INC., a Delaware
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              CLINTON
                EDUCATION GROUP, INC., a Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            
	 	 	 
	 	 	 
	 	
              CUSTOM
                TRAINING GROUP, INC., a California corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            
	 	 	 
	 	 	 
	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF NORTHERN CALIFORNIA, INC., a California
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            


    

    


    


    
      	 	
              UNIVERSAL
                TECHNICAL INSTITUTE OF PHOENIX, INC., a Delaware
                corporation

            
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Jennifer L. Haslip

            
	 	
              Name

            	
              Jennifer
                L. Haslip

            
	 	
              Its

            	
              CFO

            


    

    


    GUARANTOR

    Dated
      as
      of October 26, 2007

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "D"

    COMPLIANCE
      CERTIFICATE FOR

    PERIOD
      ENDING

    _____________,
      20___

    ("Reporting
      Period")

    


    


    Wells
      Fargo Bank, National Association

    MAC
      S4101-251

    100
      West
      Washington

    Phoenix,
      Arizona 85004

    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 Wells 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).

      

    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	I.	
              Section
                4.9(a) - Net
                Income After Taxes (measured annually)

            	 	 	 
	 	 	 	 	 
	 	
              Net
                Income After Taxes

            	 	
              $

            	
                
                

            	 
	 	
               

            	 	 	 	 
	 	
              Net
                Income After Taxes Minimum Requirement

            	 	
              $

            	
              7,500,000

            	 
	 	 	 	 	 	 
	II.	
              Section
                4.9(b) - Net
                Income After Taxes (measured annually
                for each quarter)

            	 	 	 	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes (quarter 1)

            	 	
              $

            	
                
                

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes Minimum Requirement

            	 	
              $

            	
              0.00

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes (quarter 2)

            	 	
              $

            	
                
                

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes Minimum Requirement

            	 	
              $

            	
              0.00

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes (quarter 3)

            	 	
              $

            	
                
                

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes Minimum Requirement

            	 	
              $

            	
              0.00

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes (quarter 4)

            	 	
              $

            	
                
                

            	 
	 	 	 	 	 	 
	 	
              Net
                Income After Taxes Minimum Requirement

            	 	
              $

            	
              0.00

            	 
	 	 	 	 	 	 
	II.	
              Section
                4.9(c) - Total
                Liabilities to Tangible Net Worth

            	 	 	 	 
	 	 	 	 	 	 
	 	
              Liabilities:

            	 	 	 	 
	 	 	 	 	 	 
	 	
              Current
                Liabilities

            	 	
              $

            	
               
                

            	 
	 	 	 	 	 	 
	 	
              Plus:
                Noncurrent Liabilities

            	 	
              $

            	
               
                

            	 
	 	 	 	 	 	 
	 	
              Less:
                EITF 97-10 Liabilities up to $30,000,000

            	 	($	  
	
              )

            
	 	 	 	 	 	 
	 	
              Less:
                Subordinated Debt

            	 	($	  
	
              )

            
	 	 	 	 	 	 
	 	
              Equals:
                Total Liabilities

            	 	
              $

            	
              A

            	 
	 	 	 	 	 	 
	 	
              Tangible
                Net Worth:

            	 	 	 	 
	 	 	 	 	 	 
	 	
              Total
                Assets

            	 	
              $

            	
                
                

            	 
	 	 	 	 	 	 
	 	
              Less:
                Total Liabilities

            	 	($	  
	
              )

            
	 	 	 	 	 	 
	 	
              Less:
                Intangible Assets

            	 	($	  
	
              )

            
	 	 	 	 	 	 
	 	
              Equals:
                Tangible Net Worth

            	 	
              $

            	
              B

            	 
	 	 	 	 	 	 
	 	
              DNW
                Ratio (A divided by B) Equals

            	 	 	
              :1.00

            	 
	 	 	 	 	 	 
	 	
              DNW
                Ratio Maximum Requirement

            	 	 	
              3.00:1.00

            	 


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	III.	
              Section
                4.9(d) - Current
                Ratio

            	 	 
	 	 	 	 	 
	 	
              Numerator:

            	Current
              Assets	
              $

            	
              A

            	 
	 	 	 	 	 	 
	 	 	
              divided
                by 

            	 	 	 
	 	 	 	 	 	 
	 	
              Denominator:

            	
              Current
                Liabilities (including Line of Credit balance outstanding
                

              surety
                bonds and outstanding Letters of Credit 

              under
                The Line of Credit Commitment)

            	
              $

            	
              B

            	 
	 	  	 	 	 	 
	 	 	 	 	 	 
	 	
              Current
                Ratio

            	equals	 	
              A/B

            	 
	 	 	 	 	 	 
	 	
              Current
                Ratio Minimum Requirement.

            	 	50:1.00	 
	 	 	 	 	 	 
	IV.	
              Section
                4.9(e) - Tangible
                Net Worth

            	 	 	 
	 	 	 	 	 	 
	 	
              Amount

            	 	$	  
    
	 
	 	 	 	 	 	 
	 	
              Minimum
                Requirement

            	
              $

            	
              35,000,000.00

            	 


    

    


    


    
      	 	
              UNIVERSAL
                TECHNICAL INSTITUTE, INC., a Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	        

	 	
              Name:

            	        

	 	
              Title:

            	        
              


    

     

    
      
        
        

      

      
        -10-