<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

--------------------------------------------------------------------------------

              SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT

                           Dated as of March 29, 2002

                                      among

                               UTI HOLDINGS, INC.,
                                  as Borrower,

                                     -and-

                      UNIVERSAL TECHNICAL INSTITUTE, INC.,
                                   as Parent,

                                      with

                          ANTARES CAPITAL CORPORATION,

                              JP MORGAN CHASE BANK,
                     as Trustee of the Antares Funding Trust
         created under a Trust Agreement dated as of November 30, 1999,

                                     -and-

                         THE ROYAL BANK OF SCOTLAND PLC,
                                   as Lenders

                                     -and-

                             HELLER FINANCIAL, INC.,
                            as Agent and as a Lender

--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>
SECTION 1     AMOUNTS AND TERMS OF LOANS....................................................................    2

     1.1      Loans.........................................................................................    2

              (A)      Term Loan A and Term Loan B..........................................................    2

              (B)      Revolving Loans......................................................................    4

              (C)      Letters of Credit and Risk Participation Agreements..................................    7

                       (1)      Maximum Amount..............................................................    7

                       (2)      Reimbursement...............................................................    8

                       (3)      Conditions of Issuance of Letters of Credit or Risk Participation Agreements    8

                       (4)      Request for Lender Letters of Credit or Risk Participation Agreements.......    9

                       (5)      Confirmation of Obligations.................................................    9

              (D)      Notes................................................................................    9

     1.2      Interest and Related Fees.....................................................................    9

              (A)      Interest.............................................................................    9

              (B)      Commitment Fee.......................................................................   12

              (C)      Risk Participation Fee...............................................................   12

              (D)      Computation of Interest and Related Fees.............................................   13

              (E)      Default Rate of Interest.............................................................   13

              (F)      Excess Interest......................................................................   13

              (G)      LIBOR Rate Election..................................................................   13

     1.3      Other Fees and Expenses.......................................................................   14

              (A)      Certain Fees.........................................................................   14

              (B)      Agency Fee...........................................................................   14

              (C)      LIBOR Breakage Fee...................................................................   14

              (D)      Expenses and Attorneys Fees..........................................................   15

     1.4      Payments......................................................................................   15

     1.5      Prepayments...................................................................................   16

              (A)      Voluntary Prepayment of Term Loans...................................................   16

              (B)      Prepayments from Excess Cash Flow....................................................   16

              (C)      Prepayments from Asset Dispositions..................................................   16

              (D)      Prepayment from Issuance of Securities...............................................   16

              (E)      Omitted..............................................................................   17

              (F)      Application of Proceeds..............................................................   17
</TABLE>

                                      -i-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>
              (G)      Risk Participation Liability.........................................................   17

     1.6      Term of the Agreement.........................................................................   17

     1.7      Loan Accounts.................................................................................   17

     1.8      Yield Protection..............................................................................   18

              (A)      Capital Adequacy and Other Adjustments...............................................   18

              (B)      Increased LIBOR Funding Costs........................................................   18

     1.9      Taxes.........................................................................................   19

              (A)      No Deductions........................................................................   19

              (B)      Changes in Tax Laws..................................................................   19

              (C)      Foreign Lenders......................................................................   20

     1.10     Optional Prepayment/Replacement of Lender in Respect of Increased Costs.......................   20

SECTION 2     AFFIRMATIVE COVENANTS.........................................................................   21

     2.1      Compliance With Laws and Contractual Obligations..............................................   21

     2.2      Maintenance of Properties; Insurance..........................................................   22

     2.3      Inspection; Lender Meeting....................................................................   23

     2.4      Corporate Existence, Etc......................................................................   23

     2.5      Environmental Matters.........................................................................   23

     2.6      Further Assurances............................................................................   24

     2.7      Use of Proceeds...............................................................................   24

SECTION 3     NEGATIVE COVENANTS............................................................................   25

     3.1      Indebtedness..................................................................................   25

     3.2      Liens and Related Matters.....................................................................   26

              (A)      No Liens.............................................................................   26

              (B)      No Negative Pledges..................................................................   27

              (C)      No Restrictions on Subsidiary Distributions to Borrower..............................   27

     3.3      Investments; Joint Ventures...................................................................   27

     3.4      Contingent Obligations........................................................................   29

     3.5      Restricted Junior Payments....................................................................   30

     3.6      Restriction on Fundamental Changes............................................................   32

     3.7      Disposal of Assets or Subsidiary Stock........................................................   32

     3.8      Transactions with Affiliates..................................................................   33

     3.9      Management Fees and Compensation..............................................................   33

     3.10     Conduct of Business...........................................................................   34

     3.11     Changes Relating to Subordinated Indebtedness and Other Agreements............................   34
</TABLE>

                                      -ii-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>
     3.12     Fiscal Year...................................................................................   34

     3.13     Press Releases; Public Offering Materials.....................................................   34

     3.14     Subsidiaries..................................................................................   35

SECTION 4     FINANCIAL COVENANTS/REPORTING.................................................................   35

     4.1      Capital Expenditure Limits....................................................................   35

     4.2      Omitted.......................................................................................   35

     4.3      EBITDA........................................................................................   35

     4.4      Fixed Charge Coverage.........................................................................   36

     4.5      Total Interest Coverage.......................................................................   37

     4.6      Omitted.......................................................................................   38

     4.7      Total Indebtedness to TTM EBITDA Ratio........................................................   38

     4.8      Financial Statements and Other Reports........................................................   39

              (A)      Monthly Financials...................................................................   39

              (B)      Year-End Financials..................................................................   39

              (C)      Compliance Certificate...............................................................   39

              (D)      Omitted..............................................................................   39

              (E)      Accountants' Reports.................................................................   39

              (F)      Omitted..............................................................................   40

              (G)      DOE Letter of Credit Requirement.....................................................   40

              (H)      Additional Deliveries................................................................   40

              (I)      Appraisals...........................................................................   40

              (J)      Projections..........................................................................   40

              (K)      SEC Filings and Press Releases.......................................................   41

              (L)      Events of Default, Etc...............................................................   41

              (M)      Litigation...........................................................................   41

              (N)      Supplemented Schedules; Notice of Corporate Changes..................................   41

              (O)      Other Information....................................................................   42

     4.9      Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement............   42

SECTION 5     REPRESENTATIONS AND WARRANTIES................................................................   42

     5.1      Disclosure....................................................................................   42

     5.2      No Material Adverse Effect....................................................................   43

     5.3      No Default....................................................................................   43

     5.4      Organization, Powers, Capitalization and Good Standing........................................   43
</TABLE>

                                     -iii-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>
              (A)      Organization and Powers..............................................................   43

              (B)      Capitalization.......................................................................   44

              (C)      Binding Obligation...................................................................   44

              (D)      Qualification........................................................................   44

     5.5      Financial Statements..........................................................................   44

     5.6      Intellectual Property.........................................................................   44

     5.7      Investigations, Audits, Etc...................................................................   45

     5.8      Employee Matters..............................................................................   45

     5.9      Solvency......................................................................................   45

     5.10     Regulatory Compliance of Holdings and its Subsidiaries........................................   45

     5.11     Leases and Contracts; Indebtedness............................................................   46

     5.12     Fees..........................................................................................   46

     5.13     Existing Loan Documents.......................................................................   46

     5.14     Margin Regulations............................................................................   47

     5.15     Environmental Matters.........................................................................   47

     5.16     Subordinated Indebtedness and Seller Subordinated Notes.......................................   47

SECTION 6     DEFAULT, RIGHTS AND REMEDIES..................................................................   48

     6.1      Event of Default..............................................................................   48

              (A)      Payment..............................................................................   48

              (B)      Default in Other Agreements..........................................................   48

              (C)      Breach of Certain Provisions.........................................................   48

              (D)      Breach of Warranty...................................................................   48

              (E)      Other Defaults Under Loan Documents..................................................   48

              (F)      Involuntary Bankruptcy; Appointment of Receiver, Etc.................................   48

              (G)      Voluntary Bankruptcy; Appointment of Receiver, Etc...................................   49

              (H)      Governmental Liens...................................................................   49

              (I)      Judgment and Attachments.............................................................   49

              (J)      Dissolution..........................................................................   49

              (K)      Solvency.............................................................................   49

              (L)      Injunction...........................................................................   49

              (M)      ERISA; Pension Plans.................................................................   49

              (N)      Environmental Matters................................................................   50

              (O)      Invalidity of Loan Documents.........................................................   50

              (P)      Damage; Strike; Casualty.............................................................   50
</TABLE>

                                      -iv-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>
              (Q)      Licenses and Permits.................................................................   50

              (R)      Failure of Security..................................................................   50

              (S)      Business Activities..................................................................   50

              (T)      Change in Control....................................................................   50

              (U)      Loss of Funding, Accreditation.......................................................   51

              (V)      Subordinated Indebtedness............................................................   51

     6.2      Suspension of Commitments.....................................................................   51

     6.3      Acceleration..................................................................................   52

     6.4      Performance by Agent..........................................................................   52

     6.5      Application of Proceeds.......................................................................   52

SECTION 7     CONDITIONS TO LOANS; CONDITIONS TO EFFECTIVENESS..............................................   53

     7.1      Conditions to Initial Loans under this Agreement..............................................   53

     7.2      Conditions to All Loans.......................................................................   54

     7.3      Conditions to Effectiveness...................................................................   55

SECTION 8     ASSIGNMENT AND PARTICIPATION..................................................................   55

     8.1      Assignments and Participations in Loans and Notes.............................................   55

     8.2      Agent.........................................................................................   57

              (A)      Appointment..........................................................................   57

              (B)      Nature of Duties.....................................................................   58

              (C)      Rights, Exculpation, Etc.............................................................   58

              (D)      Reliance.............................................................................   59

              (E)      Indemnification......................................................................   59

              (F)      Heller Individually..................................................................   59

              (G)      Successor Agent......................................................................   60

                       (1)      Resignation.................................................................   60

                       (2)      Appointment of Successor....................................................   60

                       (3)      Successor Agent.............................................................   60

              (H)      Collateral Matters...................................................................   60

                       (1)      Release of Collateral.......................................................   60

                       (2)      Confirmation of Authority; Execution of Releases............................   61

                       (3)      Absence of Duty.............................................................   61

              (I)      Agency for Perfection................................................................   61

              (J)      Dissemination of Information.........................................................   62

              (K)      Notice of Default....................................................................   62
</TABLE>

                                      -v-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>
     8.3      Amendments, Consents and Waivers for Certain Actions..........................................   62

     8.4      Set Off and Sharing of Payments...............................................................   62

     8.5      Disbursement of Funds.........................................................................   63

     8.6      Disbursements of Advances; Payment............................................................   63

              (A)      Revolving Loan Advances, Payments and Settlements; Related Fee Payments..............   63

              (B)      Term Loan Payments; Related Fee Payments.............................................   65

              (C)      Availability of Lender's Pro Rata Share..............................................   65

              (D)      Return of Payments...................................................................   65

SECTION 9     MISCELLANEOUS.................................................................................   65

     9.1      Indemnities...................................................................................   65

     9.2      Amendments and Waivers........................................................................   66

     9.3      Notices.......................................................................................   66

     9.4      Failure or Indulgence Not Waiver; Remedies Cumulative.........................................   68

     9.5      Marshalling; Payments Set Aside...............................................................   68

     9.6      Severability..................................................................................   68

     9.7      Lenders' Obligations Several; Independent Nature of Lenders' Rights...........................   68

     9.8      Headings......................................................................................   68

     9.9      Applicable Law................................................................................   68

     9.10     Successors and Assigns........................................................................   69

     9.11     No Fiduciary Relationship.....................................................................   69

     9.12     Construction..................................................................................   69

     9.13     Confidentiality; Dissemination of Information.................................................   69

     9.14     Consent to Jurisdiction and Service of Process................................................   70

     9.15     Waiver of Jury Trial..........................................................................   70

     9.16     Survival of Warranties and Certain Agreements.................................................   71

     9.17     Entire Agreement..............................................................................   71

     9.18     Counterparts..................................................................................   71

     9.19     Schedules and Exhibits........................................................................   71

     9.20     Consent of Lenders............................................................................   71

     9.21     No Novation...................................................................................   71

     9.22     Historical References.........................................................................   72

SECTION 10    DEFINITIONS...................................................................................   72

     10.1     Certain Defined Terms.........................................................................   72
</TABLE>

                                      -vi-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>           <C>                                                                                             <C>

     10.2     Other Definitional Provisions.................................................................   87

</TABLE>

                                     -vii-
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit 1.2(G)        -   LIBOR Loan Request
Exhibit 1.5(B)        -   Excess Cash Flow Computation
Exhibit 3.2(A)        -   Form of Intercompany Note
Exhibit 3.2(B)        -   Form of Intercompany Note (Borrower)
Exhibit 4.8(C)        -   Compliance Certificate
Exhibit 10.1(A)       -   Form of Amended and Restated Term Note A
                          Form of Second Amended and Restated Term Note B
                          Form of Revolving Note
Exhibit 10.1(B)       -   Form of Lender Addition Agreement
Exhibit 10.1(C)       -   Omitted
Exhibit 10.1(D)       -   Form of Management Note
Exhibit 10.1(E)       -   Form of Intercompany Intercreditor Letter
Exhibit 10.1(F)       -   Form of Intercompany Security Agreement
Exhibit 10.1(G)       -   Form of NTT/PTA Release

SCHEDULES

Schedule A            -   Exiting Lenders
Schedule 1.2(E)       -   Excluded Defaults
Schedule 2            -   Purchased Securities
Schedule 3.1(D)       -   Indebtedness
Schedule 3.2(A)(10)   -   Liens
Schedule 3.4          -   Contingent Obligations
Schedule 3.8          -   Affiliate Transactions
Schedule 3.9          -   Management Fees and Compensation
Schedule 3.10         -   Business Description
Schedule 5.3          -   Violations, Conflicts, Breaches and Defaults
Schedule 5.4(A)       -   Jurisdictions of Organization
Schedule 5.4(B)       -   Capitalization
Schedule 5.4(D)       -   Foreign Qualifications
Schedule 5.6          -   Intellectual Property
Schedule 5.7          -   Investigations and Audits
Schedule 5.8          -   Employee Matters
Schedule 5.11         -   Noncontravention
Schedule 5.16         -   Subordinated Indebtedness and Seller Subordinated
                            Notes
Schedule 7.1          -   List of Closing Documents
Schedule 10.1(A)      -   Pro Forma
Schedule 10.1(B)      -   September 1999 Capital Contribution

                                     -viii-


<PAGE>

                             INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
           DEFINED TERM                                                 DEFINED IN SECTION
<S>                                                       <C>
ACCST                                                                                    Section 10.1
Accounting Changes                                                                        Section 4.9
Accrediting Agency                                                                       Section 10.1
Adjustment Date                                                                        Section 1.2(A)
Affected Lender                                                                          Section 1.10
Affiliate                                                                                Section 10.1
Agent                                                                                    Section 10.1
Agreement                                                                                Section 10.1
Amended and Restated Credit Agreement                                                        Recitals
Amendment and Restatement Date                                                           Section 10.1
Amendment No. 1                                                                          Section 10.1
Amendment No. 1 Date                                                                     Section 10.1
Amendment No. 2                                                                          Section 10.1
Amendment No. 2 Date                                                                     Section 10.1
Amendment No. 3                                                                          Section 10.1
Annuity Trust                                                                            Section 10.1
Antares                                                                                      Preamble
Antares Trustee                                                                              Preamble
Applicable Date                                                                        Exhibit 4.8(C)
Asset Disposition                                                                        Section 10.1
Asset Purchase Agreement                                                                 Section 10.1
Assigning Lender                                                                       Section 8.3(C)
Availability                                                                             Section 10.1
Bankruptcy Code                                                                          Section 10.1
Base Rate                                                                              Section 1.2(A)
Base Rate Loans                                                                        Section 1.2(A)
Base Rate Margin                                                                       Section 1.2(A)
Basel Accord                                                                              Section 1.8
Borrower                                                                                     Preamble
Business Day                                                                             Section 10.1
Business Unit Disposition                                                                Section 10.1
Calculation Period                                                                     Section 1.2(A)
Capex Limit                                                                               Section 4.1
Capital Expenditure                                                                       Section 4.1
Cash Collateral Agreement                                                                Section 10.1
Cash Equivalents                                                                          Section 3.3
Certificate of Exemption                                                               Section 1.9(C)
Certifications and Accreditations                                                        Section 10.1
CEG Closing Note                                                                         Section 10.1
CERCLA                                                    Section 10.1 (Def. of "Environmental Laws")
Charlesbank                                                                              Section 10.1
CHC/CEG Assets                                                                           Section 10.1
Closing Date                                                                             Section 10.1
Cohort Default Rate                                                                      Section 10.1
Collateral                                                                               Section 10.1
Collateralized DOE Letter of Credit                                                    Section 1.1(B)
Common Stock                                                                             Section 10.1
Companies                                                                                Section 10.1
Contingent Obligation                                                                     Section 3.4
Continuing Lenders                                                                           Preamble
</TABLE>

                                     -ix-
<PAGE>

                             INDEX OF DEFINED TERMS
                                   (CONTINUED)

<TABLE>
<CAPTION>
               DEFINED TERM                                          DEFINED IN SECTION
<S>                                                   <C>
Contractual Obligations                                                                  Section 10.1
Convertible Preferred Stock                                                              Section 10.1
Convertible Preferred Stock Purchase Agreement                                           Section 10.1
Current Stockholders                                                                     Section 10.1
Daily Loan Balance                                                               Section 8.6(A)(3)(a)
Daily Interest Amount                                                            Section 8.6(A)(3)(c)
Daily Interest Rate                                                              Section 8.6(A)(3)(b)
Default                                                                                  Section 10.1
DOE                                                                                      Section 10.1
DOE Exposure                                                                           Section 1.1(B)
DOE Issuer                                            Section 1.1(B) (Def. of "DOE Letter of Credit")
DOE Letter of Credit                                                                   Section 1.1(B)
DOE Risk Participation Liability                                                       Section 1.1(B)
DOE Sublimit                                                                        Section 1.1(B)(2)
DOE Working Capital Loan                                                               Section 1.1(B)
EBITDA                                                                                 Exhibit 4.8(C)
Employment Agreements                                                                    Section 10.1
Environmental Laws                                                                       Section 10.1
Environmental Liabilities                                                                Section 10.1
Environmental Permits                                                                    Section 10.1
ERISA                                                                                    Section 10.1
Event of Default                                                                          Section 6.1
Excess Cash Flow                                                                       Exhibit 4.8(C)
Existing Lenders                                                                             Recitals
Existing Revolving Loans                                                               Section 1.1(B)
Exiting Lenders                                                                              Recitals
Expiry Date                                                                              Section 10.1
First Amended and Restated Credit Agreement                                              Section 10.1
Fiscal Quarter                                                                           Section 10.1
Fixed Charge Coverage                                                                  Exhibit 4.8(C)
Foreign Lender                                                                         Section 1.9(C)
Freely Available Cash and Cash Equivalents                                               Section 10.1
Funding Date                                                                              Section 7.2
GAAP                                                                                     Section 10.1
Governmental Authority                                                                   Section 10.1
Hazardous Material                                                                       Section 10.1
Heller                                                                                       Preamble
Holdings                                                                                     Preamble
Holdings Subordinated Indebtedness                                                       Section 10.1
Holdings Subordinated Indebtedness (JZEP)                                                Section 10.1
Holdings Subordinated Indebtedness (NTT)                                                 Section 10.1
Holdings Subordinated Indebtedness (Sellers)                                             Section 10.1
Holdings Subordinated Indebtedness Documents                                             Section 10.1
Holdings Subordinated Indebtedness Documents (MCIT)                                      Section 10.1
Holdings Subordinated Indebtedness Documents (NTT)                                       Section 10.1
Incremental Term Loan A                                                                Section 1.1(A)
Indebtedness                                                                             Section 10.1
Indemnitees                                                                               Section 9.1
Institution                                                                              Section 10.1
</TABLE>

                                      -x-
<PAGE>

                             INDEX OF DEFINED TERMS
                                   (CONTINUED)

<TABLE>
<CAPTION>
           DEFINED TERM                                                 DEFINED IN SECTION
<S>                                                        <C>
Institution Subsidiary                                                                   Section 10.1
Intellectual Property                                                                     Section 5.6
Intercompany Intercreditor Letter                                                        Section 10.1
Intercompany Note                                                                   Section 3.1(B)(2)
Intercompany Security Agreement                                                          Section 10.1
Interest Expense                                                                       Exhibit 4.8(C)
Interest Period                                                                        Section 1.2(A)
Interest Ratio                                                                   Section 8.6(A)(3)(d)
Interest Settlement Date                                                            Section 8.6(A)(3)
Investment                                                                                Section 3.3
IRC                                                                                      Section 10.1
Jordan                                                                                   Section 10.1
Jordan Group                                                                             Section 10.1
JZEP                                                                                     Section 10.1
Lender(s)                                                                                Section 10.1
Lender Addition Agreement                                                                Section 10.1
Lender Letter of Credit                                                                Section 1.1(C)
Letter of Non-Exemption                                                                Section 1.9(C)
LIBOR                                                                                  Section 1.2(A)
LIBOR Breakage Fee                                                                     Section 1.3(C)
LIBOR Loans                                                                            Section 1.2(A)
LIBOR Margin                                                                           Section 1.2(A)
Lien                                                                                     Section 10.1
Loan(s)                                                                                  Section 10.1
Loan Documents                                                                           Section 10.1
Loan Party                                                                               Section 10.1
Loan Year                                                                                Section 10.1
Management Agreement                                                                     Section 10.1
Management Note                                                                          Section 10.1
Material Adverse Effect                                                                  Section 10.1
Maximum DOE Limit                                                                      Section 1.1(B)
Maximum Non-DOE Limit                                                                  Section 1.1(B)
Maximum Revolver Loan Balance                                                          Section 1.1(B)
MCIT                                                                                     Section 10.1
Modification No. 1                                                                       Section 10.1
Modification No. 2                                                                       Section 10.1
Modification No. 3                                                                       Section 10.1
Nascar Sale/Leaseback                                                                    Section 10.1
Necessary Regulatory Authorities                                                         Section 10.1
Net Proceeds                                               Section 10.1 (Def. of "Asset Disposition")
Newco                                                                                     2nd Recital
New Lender                                                                                   Recitals
1999 Subscription Agreement                                                              Section 3.11
Non-Collateralized DOE Letter of Credit                                                Section 1.1(B)
Non-DOE Exposure                                                                       Section 1.1(B)
Non-DOE Letter of Credit                                                               Section 1.1(B)
Non-DOE Risk Participation Liability                                                   Section 1.1(B)
Non-DOE Sublimit                                                                    Section 1.1(B)(1)
Non-DOE Working Capital Loan                                                           Section 1.1(B)
</TABLE>

                                      -xi-
<PAGE>

                             INDEX OF DEFINED TERMS
                                   (CONTINUED)

<TABLE>
<CAPTION>
               DEFINED TERM                                                        DEFINED IN SECTION
<S>                                                                                <C>
Non-Institution Subsidiary                                                               Section 10.1
Normalized Capital Expenditures                                                          Section 10.1
Note(s)                                                                                  Section 10.1
NTT                                                                                      Section 10.1
NTT/PTA Release                                                                          Section 10.1
NTT Purchase Agreement                                                                   Section 10.1
NTT Purchase Transaction                                                                 Section 10.1
NTT Related Transactions                                                                 Section 10.1
Obligations                                                                              Section 10.1
Old CEG                                                                                  Section 10.1
Old CHC                                                                                  Section 10.1
Original Credit Agreement                                                                 1st Recital
Original Term Loan B                                                                   Section 1.1(A)
Original Transaction Date                                                                Section 10.1
Penske                                                                                   Section 10.1
Penske/Charlesbank Related Transactions                                                  Section 10.1
Penske/Charlesbank Related Transaction Documents                                         Section 10.1
Permitted Acquisition                                                                    Section 10.1
Permitted Encumbrances                                                                 Section 3.2(A)
Person                                                                                   Section 10.1
Pledge Agreement                                                                         Schedule 7.1
Preferred Stock                                                                          Section 10.1
Pre-Acquisition Target EBITDA                                                            Section 10.1
Pro Forma                                                                                Section 10.1
Projections                                                                              Section 10.1
Pro Rata Share                                                                           Section 10.1
Program Participation Agreement                                                          Section 10.1
PTA                                                                                      Section 10.1
Purchase Agreement (MCIT)                                                                Section 10.1
RBS                                                                                          Preamble
Real Estate                                                                              Section 10.1
Register                                                                                  Section 8.1
Regulations                                                                              Section 10.1
Related Fund                                                                              Section 8.1
Related Transactions                                                                     Section 10.1
Related Transactions Documents                                                           Section 10.1
Release                                                                                  Section 10.1
Remaining Subordinated Indebtedness                                                      Section 10.1
Remaining Subordinated Indebtedness Documents                                            Section 10.1
Replacement Lender                                                                    Section 1.10(A)
Required Lending Multiple                                                              Section 1.1(B)
Required Revolving Lenders                                                               Section 10.1
Requisite Lenders                                                                        Section 10.1
Responsible Officer                                                                      Section 10.1
Restricted Junior Payment                                                                 Section 3.5
Revolving Loan Commitment                                                              Section 1.1(B)
Revolving Loans                                                                        Section 1.1(B)
Revolving Note                                                                           Section 10.1
Risk Participation Agreement                                                           Section 1.1(C)
</TABLE>

                                      -xii-
<PAGE>

                             INDEX OF DEFINED TERMS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                 DEFINED TERM                                         DEFINED IN SECTION
<S>                                                    <C>
Risk Participation Liability                                                           Section 1.1(B)
Salomon                                                                                   Section 8.1
Scheduled Installments                                                                 Section 1.1(A)
Second Amendment and Restatement Date                                                    Section 10.1
Securities Purchase Agreement                                                            Section 10.1
Security Documents                                                                       Section 10.1
Seller Subordinated Notes                                                                Section 10.1
Sellers                                                                                  Section 10.1
September 1999 Capital Contribution                                                      Section 10.1
Series C Preferred Stock                                                                 Section 10.1
Settlement Date                                                                     Section 8.6(A)(2)
Sharp                                                                                    Section 10.1
Statement                                                                              Section 4.8(B)
Start-Up Expenses                                                                        Section 10.1
Stockholders Agreement                                                                   Section 10.1
Subject Subordinated Indebtedness                                                        Section 10.1
Subordinated Indebtedness                                                                Section 10.1
Subordinated Indebtedness Documents                                                      Section 10.1
Subsidiary                                                                               Section 10.1
Target Business                                        Section 10.1 (Def. of "Permitted Acquisition")
Target Person                                          Section 10.1 (Def. of "Permitted Acquisition")
Tax Liabilities                                                                        Section 1.9(A)
Tax-Sharing Agreement                                                                    Section 10.1
Term Loan A                                                                            Section 1.1(A)
Term Loan B                                                                            Section 1.1(A)
Term Loan B Prepayment                                                                 Section 7.1(G)
Term Loans                                                                             Section 1.1(A)
Term Note                                                                                Section 10.1
Third Amendment                                                                          Section 10.1
Third Amendment Date                                                                     Section 10.1
Title IV                                                                                 Section 10.1
Total DOE Exposure                                                                     Section 1.1(B)
Total Indebtedness                                                                     Exhibit 4.8(C)
Total Interest Coverage                                                                Exhibit 4.8(C)
Total Risk Participation Liability                                                     Section 1.1(B)
Trusts                                                                                   Section 10.1
TTM EBITDA                                                                             Section 1.2(A)
UCC                                                                                      Section 10.1
Underlying DOE Letter of Credit                         Section 10.1 (Def. of "DOE Letter of Credit")
Unitrust                                                                                 Section 10.1
UTI Related Transactions                                                               Section 1.1(B)
UTI Transactions                                                                         Section 10.1
White Note                                                                               Section 10.1
Wholly-Owned Subsidiary                                                                  Section 10.1
</TABLE>

                                     -xiii-
<PAGE>

              SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT

This SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT is dated as of March
29, 2002 and entered into by and among UTI HOLDINGS INC., an Arizona corporation
("BORROWER"), with its principal place of business at 3002 North 27th Avenue,
Phoenix, Arizona 85017 and UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware
corporation ("HOLDINGS"), with its principal place of business at 3002 North
27th Avenue, Phoenix, Arizona 85017, and ANTARES CAPITAL CORPORATION, a Delaware
corporation ("ANTARES"), as a Lender (as hereinafter defined), JP MORGAN CHASE
BANK, a New York banking corporation, as Trustee of the Antares Funding Trust
created under a Trust Agreement dated as of November 30, 1999 ("ANTARES
TRUSTEE"), as a Lender, and THE ROYAL BANK OF SCOTLAND PLC, a bank organized
under the laws of Scotland ("RBS"), as a Lender, and HELLER FINANCIAL, INC., a
Delaware corporation (in its individual capacity "HELLER"), with offices at 500
West Monroe Street, Chicago, Illinois 60661, as a Lender, and as agent for all
Lenders, and such other persons executing this Agreement as Lenders. All terms
used in the Recitals but not defined therein are used as defined in Section 10
of this Agreement.

                                R E C I T A L S:

WHEREAS, Borrower, Holdings, Agent and certain financial institutions, as
lenders (the "EXISTING LENDERS"), are parties to an Amended and Restated Credit
Agreement, dated as of June 30, 1998 as amended, by Amendment No. 1, dated as of
September 30, 1998, Amendment No. 2, dated as of September 30, 1998, Amendment
No. 3, dated as of September 30, 1999 and Amendment No. 4, dated as of December
11, 2001 (the "ORIGINAL CREDIT AGREEMENT" and as amended and restated by this
Second Amendment and Restatement, this "AMENDED AND RESTATED CREDIT AGREEMENT"
or this "AGREEMENT");

WHEREAS, the lenders identified on Schedule A (the "EXITING LENDERS") shall
immediately prior to the effectiveness of this Agreement, assign all amounts
owing to them under the Original Credit Agreement (other than the proceeds of
the Term Loan B Prepayment and interest payable in connection therewith) to New
Lenders (as hereinafter defined) and/or Continuing Lenders and all of their
rights and obligations as a "Lender" under and as defined in the Original Credit
Agreement to New Lenders and/or Continuing Lenders and cease to be parties to
the Original Credit Agreement (but shall continue to be entitled to receive the
proceeds of the Term Loan B Prepayment and interest payable in connection
therewith);

WHEREAS, certain parties to this Agreement identified as "New Lenders" on the
signature pages hereto ("NEW LENDERS") shall concurrently with the effectiveness
of this Agreement become a party to the Original Credit Agreement by executing
and delivering one or more counterparts of this Agreement and by becoming an
assignee of an Exiting Lender and/or Continuing Lender;

WHEREAS, certain of the lenders party to the Original Credit Agreement
identified as such on the signature pages hereto (the "CONTINUING LENDERS")
shall continue as Lenders under this Agreement [and may assign rights and
obligations under the Original Credit Agreement to one or more other Continuing
Lenders or New Lenders and/or accept assignments of rights and obligations under
the Original Credit Agreement from one or more other Continuing Lenders or New
Lenders]; and

WHEREAS, Holdings and Borrower have requested Agent, the New Lenders and the
Continuing Lenders (collectively and severally, as more particularly defined in
Section 10, "LENDERS") to amend and restate the Original Credit Agreement to,
inter alia, provide for an increase of the Revolving Loan Commitment to
$20,000,000, extend the terms of the Revolving Loan Commitment, Term Loan A and
Term Loan B, provide for a prepayment of Term Loan B in the principal amount of
$24,788,500.00 and increase Term Loan A by $6,906,250.00; and

<PAGE>

WHEREAS, Agent and Lenders are willing, subject to and upon the terms and
conditions herein set forth, to so amend and restate the Original Credit
Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, Borrower, Lenders and Agent hereby agree that
the Original Credit Agreement (including, without limitation, the exhibits and
schedules thereto) is, subject to the satisfaction of the conditions set forth
in subsection 7.3 hereof, amended and restated in its entirety by this
Agreement.

                                   SECTION 1

                           AMOUNTS AND TERMS OF LOANS

1.1      LOANS. Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of Borrower and Holdings
contained herein:

         (A)      TERM LOAN A AND TERM LOAN B. (a) As of the date hereof and
                  immediately prior to the Second Amendment and Restatement
                  Date,

                  (1)      the outstanding principal balance of the term loan
                           ("TERM LOAN A") in the original principal amount of
                           $22,000,000 and originally advanced hereunder on
                           January 23, 1998, is $13,093,750 and remains
                           outstanding and the Borrower agrees that such
                           principal amount is owing without defense, offset,
                           recoupment or deduction and

                  (2)      the outstanding principal balance of the term loan
                           ("TERM LOAN B") in the original principal amount of
                           $18,000,000 advanced hereunder on January 23, 1998
                           and of an additional $38,500,000 advanced hereunder
                           on June 30, 1998 is $54,788,500.00, and the Borrower
                           agrees that such principal amount is owing without
                           defense, offset, recoupment or deduction,

                  (3)      subject to the terms and conditions hereof, on the
                           Second Amendment and Restatement Date, the Lenders
                           severally and not jointly agree to lend to the
                           Borrower their respective Pro Rata Shares
                           ("INCREMENTAL TERM LOAN A") of an additional amount,
                           to be added to and to become a part of Term Loan A
                           equal to $6,906,250.00, and

                  (4)      after giving effect to the advance of Incremental
                           Term Loan A, the outstanding principal balance of
                           Term Loan A will be $20,000,000 and after giving
                           effect to the Term Loan B Prepayment, (as hereinafter
                           defined) the outstanding principal balance of Term
                           Loan B shall be $30,000,000 (Term Loan A and Term
                           Loan B, hereinafter sometimes referred to
                           individually as a "TERM LOAN" and collectively as
                           "TERM LOANS").

                           Borrower shall repay Term Loan A and Term Loan B
                           through periodic payments on the dates and in the
                           amounts indicated below (together with the
                           installments referred to in subsection 1.1(B)(2),
                           "SCHEDULED INSTALLMENTS").

                                      -2-
<PAGE>

                   TERM LOAN A:

<TABLE>
<CAPTION>
--------------------------------------------------
      DATE              SCHEDULED INSTALLMENT
--------------------------------------------------
<S>                     <C>
June 30, 2002                 $  425,000
--------------------------------------------------
September 30, 2002            $  425,000
--------------------------------------------------
December 31, 2002             $  425,000
--------------------------------------------------
March 31, 2003                $  425,000
--------------------------------------------------
June 30, 2003                 $  675,000
--------------------------------------------------
September 30, 2003            $  675,000
--------------------------------------------------
December 31, 2003             $  675,000
--------------------------------------------------
March 31, 2004                $  675,000
--------------------------------------------------
June 30, 2004                 $  925,000
--------------------------------------------------
September 30, 2004            $  925,000
--------------------------------------------------
December 31, 2004             $  925,000
--------------------------------------------------
March 31, 2005                $  925,000
--------------------------------------------------
June 30, 2005                 $1,300,000
--------------------------------------------------
September 30, 2005            $1,300,000
--------------------------------------------------
December 31, 2005             $1,300,000
--------------------------------------------------
March 31, 2006                $1,300,000
--------------------------------------------------
June 30, 2006                 $1,675,000
--------------------------------------------------
September 30, 2006            $1,675,000
--------------------------------------------------
December 31, 2006             $1,675,000
--------------------------------------------------
March 31, 2007                $1,675,000
--------------------------------------------------
</TABLE>

                                      -3-
<PAGE>

                  TERM LOAN B:

<TABLE>
<CAPTION>
--------------------------------------------------
       DATE             SCHEDULED INSTALLMENT
--------------------------------------------------
<S>                     <C>
June 30, 2002                 $   75,000
--------------------------------------------------
September 30, 2002            $   75,000
--------------------------------------------------
December 31, 2002             $   75,000
--------------------------------------------------
March 31, 2003                $   75,000
--------------------------------------------------
June 30, 2003                 $   75,000
--------------------------------------------------
September 30, 2003            $   75,000
--------------------------------------------------
December 31, 2003             $   75,000
--------------------------------------------------
March 31, 2004                $   75,000
--------------------------------------------------
June 30, 2004                 $   75,000
--------------------------------------------------
September 30, 2004            $   75,000
--------------------------------------------------
December 31, 2004             $   75,000
--------------------------------------------------
March 31, 2005                $   75,000
--------------------------------------------------
June 30, 2005                 $   75,000
--------------------------------------------------
September 30, 2005            $   75,000
--------------------------------------------------
December 31, 2005             $   75,000
--------------------------------------------------
March 31, 2006                $   75,000
--------------------------------------------------
June 30, 2006                 $   75,000
--------------------------------------------------
September 30, 2006            $   75,000
--------------------------------------------------
December 31, 2006             $   75,000
--------------------------------------------------
March 31, 2007                $   75,000
--------------------------------------------------
June 30, 2007                 $3,125,000
--------------------------------------------------
September 30, 2007            $3,125,000
--------------------------------------------------
December 31, 2007             $3,125,000
--------------------------------------------------
March 31, 2008                $3,125,000
--------------------------------------------------
June 30, 2008                 $4,000,000
--------------------------------------------------
September 30, 2008            $4,000,000
--------------------------------------------------
December 31, 2008             $4,000,000
--------------------------------------------------
March 31, 2009                $4,000,000
--------------------------------------------------
</TABLE>

                           Amounts borrowed under this subsection 1.1(A) and
                           repaid may not be reborrowed.

         (B)      REVOLVING LOANS.

                  (1)      Subject to the satisfaction of the terms and
                           conditions set forth herein and in reliance upon the
                           representations and warranties set forth herein, each
                           Lender agrees, severally and not jointly, to lend to
                           Borrower from the Second Amendment and Restatement
                           Date to the Expiry Date its Pro Rata Share of the
                           loans requested by Borrower to be made by Lenders
                           under this subsection 1.1(B), up to an aggregate
                           maximum principal amount for all Lenders of
                           $20,000,000 outstanding at any one time (as the same
                           may be reduced from time to time hereunder, the
                           "REVOLVING LOAN COMMITMENT") which may be used for
                           general corporate and working capital purposes (i) to
                           reimburse drawings under DOE Letters of Credit ("DOE
                           WORKING CAPITAL LOANS") and (ii) other than for
                           reimbursement of drawings under DOE Letters of Credit
                           ("NON-DOE WORKING CAPITAL LOANS"). The outstanding
                           principal amount of DOE Working Capital

                                      -4-
<PAGE>

                           Loans, together with the DOE Risk Participation
                           Liability, shall not exceed at any time the greater
                           of (a) $10,000,000 and (b) an amount, not exceeding
                           $15,000,000, equal to 10% of Title IV funding
                           received by the Borrower's Institution Subsidiaries
                           for the fiscal year of the Borrower ending most
                           recently prior to such time (the "DOE SUBLIMIT"). The
                           outstanding principal amount of Non-DOE Working
                           Capital Loans, together with the Non-DOE Risk
                           Participation Liability, shall not exceed at any time
                           the amount by which the Revolving Loan Commitment
                           exceeds the DOE Sublimit (the "NON-DOE SUBLIMIT").
                           The Revolving Loan made on the Second Amendment and
                           Restatement Date shall not exceed $4,500,000 and only
                           one Revolving Loan shall be made on the Second
                           Amendment and Restatement Date. Advances or amounts
                           outstanding under the Revolving Loan Commitment will
                           be called "REVOLVING LOANS". Revolving Loans may be
                           repaid and reborrowed until the Expiry Date. Borrower
                           confirms that, immediately prior to the Second
                           Amendment and Restatement Date, there are no
                           Revolving Loans outstanding.

                  (2)      No DOE Working Capital Loan shall be made and no DOE
                           Letter of Credit shall be issued if, as a result of
                           either thereof, the DOE Exposure would exceed the
                           Maximum DOE Limit. No Non-DOE Working Capital Loan
                           shall be made and no Non-DOE Letter of Credit shall
                           be issued if, as a result of either thereof, the
                           Non-DOE Exposure would exceed the Maximum Non-DOE
                           Limit. No Revolving Loan shall be made and no Lender
                           Letter of Credit or Risk Participation Agreement
                           shall be issued if, as a result of either thereof,
                           the outstanding balance of Revolving Loans would
                           exceed the Maximum Revolver Loan Balance. If, at any
                           time, the outstanding principal balance of Revolving
                           Loans exceeds the Maximum Revolver Loan Balance,
                           Borrower shall immediately repay Revolving Loans
                           and/or immediately provide cash collateral to Agent
                           on terms acceptable to Agent for Risk Participation
                           Liability to eliminate such excess. If, at any time,
                           the DOE Exposure exceeds the Maximum DOE Limit,
                           Borrower shall immediately repay DOE Working Capital
                           Loans and/or immediately cause any Non-Collateralized
                           DOE Letters of Credit to become Collateralized DOE
                           Letters of Credit, in an amount sufficient to
                           eliminate such excess. If, at any time, the Non-DOE
                           Exposure exceeds the Maximum Non-DOE Limit, Borrower
                           shall immediately repay Non-DOE Working Capital Loans
                           and/or immediately provide cash collateral to Agent
                           on terms acceptable to Agent for Non-DOE Risk
                           Participation Liability, in an amount sufficient to
                           eliminate such excess.

                           Revolving Loans may be requested by Borrower in any
                           amount with one (1) Business Day's prior notice
                           required for Revolving Loans in amounts greater than
                           or equal to $2,000,000. For Revolving Loans of less
                           than $2,000,000, written or telephonic notice must be
                           provided by 12:00 noon CST on the day on which the
                           Revolving Loan is to be made, provided, that Borrower
                           shall in any event be required to provide three (3)
                           Business Days' prior written or telephonic notice to
                           Agent of each LIBOR Loan by 12:00 noon CST on the
                           third Business Day prior to the Funding Date for such
                           LIBOR Loan. All Loans requested telephonically must
                           be confirmed in writing within twenty-four (24)
                           hours. Neither Agent nor any Lender shall incur any
                           liability to Borrower for acting upon any telephonic
                           notice that Agent believes in good faith to have been
                           given by a duly authorized officer or other person
                           authorized to borrow on behalf of Borrower.

                                      -5-
<PAGE>

                  (3)      For the purposes of this Agreement:

                           "COLLATERALIZED DOE LETTER OF CREDIT" means a DOE
                           Letter of Credit for which Borrower shall have
                           deposited cash collateral, pursuant to a Cash
                           Collateral Agreement, in an amount equal to the DOE
                           Risk Participation Liability arising under such DOE
                           Letter of Credit.

                           "DOE EXPOSURE" means the sum, at any time of (i) the
                           outstanding principal amount of DOE Working Capital
                           Loans plus (ii) DOE Risk Participation Liability
                           (after giving effect to the use of proceeds of any
                           DOE Working Capital Loan included in (i) above).

                           "DOE LETTER OF CREDIT" means a Lender Letter of
                           Credit or Risk Participation Agreement issued in
                           respect of a letter of credit, which Lender Letter of
                           Credit or letter of credit shall have been issued (i)
                           for the benefit of DOE for the account of Borrower or
                           (ii) (x) for the benefit of the issuer ("DOE ISSUER")
                           of a letter of credit issued for the benefit of DOE
                           for the account of Borrower or any of its
                           Subsidiaries (an "UNDERLYING DOE LETTER OF CREDIT")
                           and (y) in respect of the DOE Issuer's liability in
                           respect of an Underlying DOE Letter of Credit; and
                           which Lender Letter of Credit, letter of credit, Risk
                           Participation Agreement and Underlying DOE Letter of
                           Credit, as applicable, shall be in form, scope and
                           substance satisfactory to Agent and Requisite
                           Lenders, and any amendment, renewal, extension or
                           renewal of such Lender Letter of Credit, letter of
                           credit, Risk Participation Agreement and Underlying
                           Letter of Credit, as applicable, which has been
                           consented to in writing by Agent and the Requisite
                           Lenders.

                           "DOE RISK PARTICIPATION LIABILITY" means Risk
                           Participation Liability arising from a DOE Letter of
                           Credit.

                           "MAXIMUM DOE LIMIT" means the lesser of (i) the
                           Revolving Loan Commitment and (ii) the DOE Sublimit.

                           "MAXIMUM NON-DOE LIMIT" means the lesser of (i) the
                           Revolving Loan Commitment and (ii) the Non-DOE
                           Sublimit.

                           "MAXIMUM REVOLVER LOAN BALANCE" means (i) the
                           Revolving Loan Commitment less (ii) the Total Risk
                           Participation Liability.

                           "NON-COLLATERALIZED DOE LETTER OF CREDIT" means a DOE
                           Letter of Credit other than a Collateralized DOE
                           Letter of Credit.

                           "NON-DOE EXPOSURE" means the sum, at any time of (i)
                           the outstanding principal amount of Non-DOE Working
                           Capital Loans plus (ii) Non-DOE Risk Participation
                           Liability (after giving effect to the use of proceeds
                           of any Non-DOE Working Capital Loan included in (i)
                           above).

                           "NON-DOE LETTER OF CREDIT" means a Lender Letter of
                           Credit or Risk Participation Agreement other than a
                           DOE Letter of Credit.

                           "NON-DOE RISK PARTICIPATION LIABILITY" means Risk
                           Participation Liability, other than DOE Risk
                           Participation Liability.

                                      -6-
<PAGE>

                           "RISK PARTICIPATION LIABILITY" means, as to each
                           Lender Letter of Credit and each Risk Participation
                           Agreement, all reimbursement obligations of Borrower
                           to the issuer of the Lender Letter of Credit or to
                           the issuer of the letter of credit with respect to
                           the transaction for which the Risk Participation
                           Agreement was executed and delivered, consisting of
                           (1) (a) the amount available to be drawn or which may
                           become available to be drawn; (b) all amounts which
                           have been paid and made available by the issuing bank
                           to the extent not reimbursed by Borrower, whether by
                           the making of a Revolving Loan or otherwise; and (c)
                           all accrued and unpaid interest, fees and expenses
                           with respect thereto less (2) the amount of cash
                           collateral held by Agent, on terms and conditions
                           acceptable to Agent, as collateral security for the
                           amounts referred to in (1) above and in which Agent
                           has a first priority perfected security interest. For
                           purposes of determining the outstanding amount of
                           Risk Participation Liability, the maximum amount
                           potentially owing under any Risk Participation
                           Agreement will be considered outstanding unless the
                           bank which is the beneficiary of such Risk
                           Participation Agreement reports daily activity to
                           Agent showing actual outstanding letters of credit
                           subject to such Risk Participation Agreement and
                           Borrower (i) has an operating account permitted
                           hereunder at the issuing bank or (ii) is directly
                           charged by the issuing bank for drawings under the
                           letters of credit underlying such Risk Participation
                           Liability and debits relating to applicable fees.

                           "TOTAL RISK PARTICIPATION LIABILITY" means at any
                           time, the Risk Participation Liability for all Lender
                           Letters of Credit and Risk Participation Agreements
                           outstanding at such time.

         (C)      LETTERS OF CREDIT AND RISK PARTICIPATION AGREEMENTS. The
                  Revolving Loan Commitment may, in addition to advances under
                  the Revolving Loan, be utilized, upon the request of Borrower,
                  for (i) the issuance of standby letters of credit for the
                  account of Borrower (to support obligations of Borrower or any
                  of its Subsidiaries) by Agent or, at the request of Agent, by
                  General Electric Capital Corporation (each such letter of
                  credit, a "LENDER LETTER OF CREDIT") or (ii) the issuance by
                  Agent or, at the request of Agent, by General Electric Capital
                  Corporation of risk participation agreements (each such
                  agreement, a "RISK PARTICIPATION AGREEMENT") to confirm
                  payment to banks which issue standby letters of credit for the
                  account of Borrower (in support of obligations of Borrower or
                  any of its Subsidiaries). Where the context so requires,
                  references to Agent in this subsection 1.1(C) shall apply to
                  General Electric Capital Corporation to the extent that
                  General Electric Capital Corporation issues a Lender Letter of
                  Credit or a Risk Participation Agreement at the request of
                  Agent.

                  (1)      Maximum Amount. The aggregate amount of Non-DOE Risk
                           Participation Liability with respect to all Lender
                           Letters of Credit and Risk Participation Agreements
                           outstanding for the account of Borrower at any time
                           shall not exceed the Non-DOE Sublimit (and no Non-DOE
                           Letter of Credit shall be issued if it would cause
                           such limit to be exceeded) and the aggregate amount
                           of DOE Risk Participation Liability outstanding for
                           the account of Borrower at any time shall not exceed
                           the DOE Sublimit (and no DOE Letter of Credit shall
                           be issued if it would cause such limit to be
                           exceeded). In no event shall any Lender Letter of
                           Credit or Risk Participation Agreement be issued or
                           be required to be issued hereunder if such issuance
                           would be prohibited under Section 1.1(B)(2).

                                      -7-
<PAGE>

                  (2)      Reimbursement. Borrower shall be irrevocably and
                           unconditionally obligated forthwith without
                           presentment, demand, protest or other formalities of
                           any kind, to reimburse Agent for any amounts paid by
                           Agent with respect to a Lender Letter of Credit or a
                           Risk Participation Agreement issued for the account
                           of Borrower, including all reasonable fees, costs and
                           expenses paid by Agent to any bank that issues
                           letters of credit. Borrower hereby authorizes and
                           directs Agent, at Agent's option, to make a Revolving
                           Loan in the amount of any payment made by Agent with
                           respect to any Lender Letter of Credit or any Risk
                           Participation Agreement. All amounts paid by Agent
                           with respect to any Lender Letter of Credit or Risk
                           Participation Agreement that are not immediately
                           repaid by Borrower with the proceeds of a Revolving
                           Loan or otherwise shall bear interest at the interest
                           rate applicable to Revolving Loans calculated using
                           the Base Rate. Each Lender agrees to fund its Pro
                           Rata Share of any Revolving Loan made pursuant to
                           this subsection 1.1(C)(2). If no such Revolving Loan
                           is made, each Lender agrees to purchase, and shall be
                           deemed to have purchased, a participation in such
                           Lender Letter of Credit or Risk Participation
                           Agreement, as the case may be, in an amount equal to
                           its Pro Rata Share of the Risk Participation
                           Liability of such Lender Letter of Credit or Risk
                           Participation Agreement, as the case may be, and each
                           Lender agrees to pay to Agent such Lender's Pro Rata
                           Share of any payments made by Agent under such Lender
                           Letter of Credit and Risk Participation Agreement.
                           The obligation of each Lender to deliver to Agent an
                           amount equal to its respective Pro Rata Share of a
                           Revolving Loan or participation, as applicable,
                           pursuant to the preceding two (2) sentences shall be
                           absolute and unconditional and such remittance shall
                           be made notwithstanding the occurrence or
                           continuation of an Event of Default or Default or the
                           failure to satisfy any condition set forth in
                           subsection 7.2. If any Lender fails to make available
                           to Agent the amount of such Lender's Pro Rata Share
                           of any payments made by Agent in respect of such
                           Lender Letter of Credit or Risk Participation
                           Agreement as provided in this subsection 1.1(C)(2),
                           Agent shall be entitled to recover such amount on
                           demand from such Lender together with interest at the
                           Base Rate. As issuer of a Lender Letter of Credit or
                           Risk Participation Agreement, Agent may require, as a
                           condition to issuance thereof, that Borrower execute
                           and deliver such letter of credit applications and
                           reimbursement agreements as Agent may deem advisable.

                  (3)      Conditions of Issuance of Letters of Credit or Risk
                           Participation Agreements. In addition to all other
                           terms and conditions set forth in this Agreement, the
                           issuance by Agent of any Lender Letter of Credit or
                           Risk Participation Agreement shall be subject to the
                           conditions precedent that the Lender Letter of
                           Credit, the Risk Participation Agreement or the
                           letter of credit for which Borrower requests a Risk
                           Participation Agreement shall support (i) a
                           transaction (other than a Permitted Acquisition)
                           entered into in the ordinary course of Borrower's or
                           any of its Subsidiaries' business or (ii) an
                           obligation to DOE (or an obligation to a DOE Issuer
                           in respect of such DOE Issuer's liability arising
                           from a letter of credit issued by such DOE Issuer for
                           the benefit of DOE), and in any case, shall be in
                           such form, be for such amount, and contain such terms
                           and conditions as are reasonably satisfactory to
                           Agent. The expiration date of each Lender Letter of
                           Credit and each letter of credit to be issued under a
                           Risk Participation Agreement shall be on a date which
                           is the earliest of (a) one year from its date of
                           issuance, (b) the date thirty (30) days prior to the
                           date set forth in clause (c) of the definition of the
                           term "Expiry Date". Each Risk Participation

                                      -8-

<PAGE>

                           Agreement shall provide that the agreement terminates
                           and all demand or claims for payment must be
                           presented by a date certain, which date will be no
                           later than the date thirty (30) days prior to the
                           date set forth in clause (c) of the definition of the
                           term "Expiry Date".

                  (4)      Request for Lender Letters of Credit or Risk
                           Participation Agreements. Borrower shall give Agent
                           at least three (3) Business Days prior notice
                           specifying the date a Lender Letter of Credit or Risk
                           Participation Agreement (or a letter of credit to be
                           issued under a Risk Participation Agreement) is
                           requested to be issued, identifying the beneficiary
                           and indicating (x) the nature of the transactions
                           proposed to be supported thereby and (y) whether or
                           not the request is for a DOE Letter of Credit. After
                           the issuance of a Risk Participation Agreement in
                           favor of a bank that will issue letters of credit for
                           the account of Borrower, Borrower shall give Agent at
                           least two (2) Business Days prior written notice
                           specifying the date a letter of credit is to be
                           issued under a Risk Participation Agreement (five (5)
                           Business Days in the case of the first letter of
                           credit to be issued under a particular Risk
                           Participation Agreement), identifying the beneficiary
                           and describing the nature of the transactions
                           proposed to be supported thereby. Any notice
                           described in this paragraph shall be accompanied by
                           the form of the Lender Letter of Credit or the letter
                           of credit to which such Risk Participation Agreement
                           relates.

                  (5)      Confirmation of Obligations. Borrower hereby confirms
                           that immediately prior to the Second Amendment and
                           Restatement Date, an Underlying DOE Letter of Credit
                           (No. UTIHCF110900004) in the original principal
                           amount of $6,400,000 has been issued by Agent, and
                           that Borrower is obligated to reimburse Agent for any
                           amounts paid by Agent with respect to such Underlying
                           DOE Letter of Credit in accordance with the terms of
                           the Original Credit Agreement (and from and after the
                           Second Amendment and Restatement Date, this
                           Agreement) without offset, defense, claim,
                           counterclaim, cross-claim or right of set-off or
                           recoupment.

         (D)      NOTES. Borrower shall execute and deliver to each Lender in
                  replacement for the promissory notes issued pursuant to the
                  Original Credit Agreement (i) a Note to evidence the Revolving
                  Loans, such Note to such Lender to be in the principal amount
                  of such Lender's Pro Rata Share of the Revolving Loan
                  Commitment, and (ii) an amended and restated Note to evidence
                  Term Loan A, and an amended and restated Note to evidence Term
                  Loan B, each such Note to such Lender to be in the principal
                  amount of such Lender's Pro Rata Share of each such Term Loan.
                  In the event of an assignment under subsection 8.1, Borrower
                  shall, upon surrender of the assigning Lender's Notes, issue
                  new Notes to reflect the interests of the assigning Lender and
                  the Person to which interests are to be assigned. All Notes
                  shall be dated and delivered the Second Amendment and
                  Restatement Date. Upon receipt of such amended and restated
                  Notes, each Lender shall return to Borrower on the Second
                  Amendment and Restatement Date any and all Notes issued prior
                  to the Second Amendment and Restatement Date in respect of the
                  Revolving Loans and Term Loan A and Term Loan B.

1.2      INTEREST AND RELATED FEES.

         (A)      INTEREST. Subject to subsection 1.2(E), from the date the
                  Loans are made, and from the date Obligations (other than
                  Loans) become due, depending upon Borrower's election

                                      -9-
<PAGE>

                  from time to time, as permitted herein, to have portions of
                  the Loans accrue interest based upon the LIBOR, the Loans and
                  such other Obligations shall bear interest at the rates set
                  forth below:

                  (1)      If a Base Rate Loan or an Obligation other than a
                           Loan, then at the sum of the Base Rate plus the Base
                           Rate Margin; or

                  (2)      If a LIBOR Loan, then at the sum of the LIBOR plus
                           the LIBOR Margin.

                  "ADJUSTMENT DATE" means the date which is the first day of a
                  calendar month next following the delivery to Agent pursuant
                  to subsection 4.8(C) of a Compliance Certificate in respect of
                  any March, June, September or December.

                  "BASE RATE" means a variable rate of interest per annum equal
                  to the rate of interest from time to time published by the
                  Board of Governors of the Federal Reserve System in Federal
                  Reserve statistical release H.15 (519) entitled "Selected
                  Interest Rates" as the Bank prime loan rate. Base Rate also
                  includes rates published in any successor publications of the
                  Federal Reserve System reporting the Bank prime loan rate or
                  its equivalent. The statistical release generally sets forth a
                  Bank prime loan rate for each business day. The applicable
                  Bank prime loan rate for any date not set forth shall be the
                  rate set forth for the last preceding date. In the event the
                  Board of Governors of the Federal Reserve System ceases to
                  publish a Bank prime loan rate or equivalent, the term "BASE
                  RATE" shall mean a variable rate of interest per annum equal
                  to the highest of the "prime rate", "reference rate", "base
                  rate" or other similar rate as determined by Agent announced
                  from time to time by any of Bankers Trust Company, Citibank,
                  N.A. or JP Morgan Chase Bank (with the understanding that any
                  such rate may merely be a reference rate and may not
                  necessarily represent the lowest or best rate actually charged
                  to any customer by such bank).

                  "BASE RATE LOANS" means Loans other than LIBOR Loans.

                  "BASE RATE MARGIN" means, (i) as of the day immediately
                  preceding the Second Amendment and Restatement Date, (x) in
                  the case of Term Loan B, 1.50% or (y) in the case of
                  Obligations other than Term Loan B, 1.00%, (ii) for the period
                  commencing on the Second Amendment and Restatement Date and
                  ending on the day immediately preceding the Adjustment Date
                  occurring on or most recently after the date that is six
                  months after the Second Amendment and Restatement Date, (x) in
                  the case of Term Loan B, 2.50% or (y) in the case of
                  Obligations other than Term Loan B, 2.00%, and (iii) for each
                  Calculation Period which begins on or after such Adjustment
                  Date the applicable percent per annum set forth in the pricing
                  table below opposite Total Indebtedness to TTM EBITDA for the
                  fiscal quarter reflected in the Compliance Certificate
                  delivered on or most recently prior to such Calculation
                  Period.

                  "CALCULATION PERIOD" means each period beginning on an
                  Adjustment Date and ending on the day immediately preceding
                  the immediately succeeding Adjustment Date.

                  "LIBOR" means, for each Interest Period, a rate per annum
                  equal to:

                           (a)      the offered rate for deposits in U.S.
                  dollars in an amount comparable to the amount of the
                  applicable Loan in the London interbank market which is
                  published by the British Bankers' Association, and that
                  currently appears on Telerate Page 3750, or any

                                      -10-
<PAGE>

                  other source available to Agent, as of 11:00 a.m. (London
                  time) on the day which is two (2) Business Days prior to the
                  first day of the relevant Interest Period for a term
                  comparable to such Interest Period; or if, for any reason,
                  such a rate is not published by the British Bankers'
                  Association on Telerate or any other source available to
                  Agent, the rate per annum equal to the average rate (rounded
                  upwards, if necessary, to the nearest 1/100 of 1%) at which
                  Agent determines that U.S. dollars in an amount comparable to
                  the amount of the applicable Loans are being offered to prime
                  banks at approximately 11:00 a.m. (London time) on the day
                  which is two (2) Business Days prior to the first day of such
                  Interest Period for a term comparable to such Interest Period
                  for settlement in immediately available funds by leading banks
                  in the London interbank market selected by Agent; divided by

                           (b)      a number equal to 1.0 minus the aggregate
                  (but without duplication) of the rates (expressed as a decimal
                  fraction) of reserve requirements in effect on the day which
                  is two (2) Business Days prior to the beginning of such
                  Interest Period (including, without limitation, basic,
                  supplemental, marginal and emergency reserves under any
                  regulations of the Board of Governors of the Federal Reserve
                  System or other Governmental Authority having jurisdiction
                  with respect thereto, as now and from time to time in effect)
                  for Eurocurrency funding (currently referred to as
                  "Eurocurrency Liabilities" in Regulation D of such Board)
                  which are required to be maintained by a member bank of the
                  Federal Reserve System; such rate to be rounded upward to the
                  next whole multiple of one-sixteenth of one percent (.0625%).

                  "LIBOR LOANS" means Loans bearing interest at rates determined
                  by reference to the LIBOR.

                  "LIBOR MARGIN" means, (i) for all LIBOR Loans through the day
                  immediately preceding the Second Amendment and Restatement
                  Date, (x) and constituting Term Loan B or a portion thereof,
                  3.00% or (y) and constituting a Loan or portion thereof other
                  than Term Loan B or a portion thereof, 2.50%, (ii) for all
                  LIBOR Loans for the period beginning on the Second Amendment
                  and Restatement Date and ending on the day immediately
                  preceding the Adjustment Date occurring on or most recently
                  after the date that is six months after the Second Amendment
                  and Restatement Date, (x) and constituting Term Loan B or a
                  portion thereof, 3.75% or (y) constituting a Loan or portion
                  thereof other than Term Loan B or a portion thereof, 3.25%,
                  and (iii) for all LIBOR Loans for any period after such
                  Adjustment Date the applicable percent per annum set forth in
                  the pricing table below opposite Total Indebtedness to TTM
                  EBITDA for the fiscal quarter reflected in the Compliance
                  Certificate delivered on or most recently prior to such
                  Calculation Period.

                  "TOTAL INDEBTEDNESS TO TTM EBITDA RATIO" means, for any fiscal
                  quarter, the ratio of (A) Total Indebtedness as of the last
                  day of such fiscal quarter, to (B) TTM EBITDA for the twelve
                  (12) month period ending on the last day of such fiscal
                  quarter.

                  "TTM EBITDA" means the sum of (i) EBITDA for Holdings and its
                  Subsidiaries (per attachment 4.3 to Exhibit 4.8(C)) for the
                  most recent period of four full fiscal quarters in respect of
                  which financial statements under subsection 4.8(A) have been
                  delivered to Agent and Lenders (including that of any Target
                  Person or Target Business included in such financial
                  statements and including that of any Subsidiary acquired
                  during such period as if such Subsidiary had been acquired on
                  the first day of such period) plus

                                      -11-
<PAGE>

                  (ii) Pre-Acquisition Target EBITDA for any one or more Target
                  Persons or Target Businesses.

                                  PRICING TABLE

<TABLE>
<CAPTION>
                                        BASE RATE MARGIN             LIBOR MARGIN
                                  -------------------------   -------------------------
                                  OBLIGATIONS                 LOANS OTHER
                                  OTHER THAN                     THAN
  TOTAL DEBT TO TTM EBITDA        TERM LOAN B   TERM LOAN B   TERM LOAN B   TERM LOAN B
  ------------------------        -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>
> 3.00x                               2.25%        2.75%         3.50%         4.00%
> 2.50 and < than = to 3.00x          2.00%        2.50%         3.25%         3.75%
> 2.00 and < than = to 2.50x          1.75%        2.25%         3.00%         3.50%
< than = to 2.00x                     1.50%        2.00%         2.75%         3.25%
</TABLE>

                  If Borrower shall fail to deliver a Compliance Certificate by
                  the date required pursuant to subsection 4.8(C), effective as
                  of the tenth Business Day following the date on which such
                  Compliance Certificate was due, each applicable Base Rate
                  Margin and each applicable LIBOR Rate Margin shall be
                  conclusively presumed to equal the highest applicable Base
                  Rate Margin and the highest applicable LIBOR Margin specified
                  in the pricing table set forth above until such time as
                  Borrower shall have delivered such Compliance Certificate.

                  Each LIBOR Loan may be obtained for a one (1), two (2), three
                  (3), or six (6) month period (each being an "INTEREST
                  PERIOD"). With respect to all LIBOR Loans: (a) the Interest
                  Period will commence on the date that the LIBOR Loan is made
                  or the date on which a Base Rate Loan is converted into a
                  LIBOR Loan, as applicable, or in the case of immediately
                  successive Interest Periods, each successive Interest Period
                  shall commence on the day on which the next preceding Interest
                  Period expires, (b) if the Interest Period expires on a day
                  that is not a Business Day, then it will expire on the next
                  Business Day and (c) no Interest Period shall extend beyond
                  March 31, 2009.

         (B)      COMMITMENT FEE. From the Closing Date, Borrower shall pay
                  Agent, for the benefit of all Lenders committed to make
                  Revolving Loans (based upon their respective Pro Rata Shares),
                  a fee in an amount equal to (1)(a) the Revolving Loan
                  Commitment less (b) the sum of (i) the average daily balance
                  of the Revolving Loans during the preceding fiscal quarter or
                  portion thereof plus (ii) the average daily aggregate amount
                  of outstanding Total Risk Participation Liability during the
                  preceding fiscal quarter or portion thereof, multiplied by (2)
                  until the Second Amendment and Restatement Date three eighths
                  of one percent (.375%) per annum and from and after the Second
                  Amendment and Restatement Date one-half of one percent (.500%)
                  per annum. Such fee is to be paid quarterly in arrears on the
                  first day of each fiscal quarter and on the Expiry Date.

         (C)      RISK PARTICIPATION FEE. From the Closing Date, Borrower shall
                  pay Agent, for the benefit of all Lenders committed to make
                  Revolving Loans (based upon their respective Pro Rata Shares),
                  a per annum fee (i) for all periods until (but excluding) the
                  Second Amendment and Restatement Date, for each (x) Lender
                  Letter of Credit and each Risk Participation Agreement (in
                  each case, other than any which constitutes a Collateralized

                                      -12-
<PAGE>

                  DOE Letter of Credit) from the date of issuance to the date of
                  termination equal to the average daily outstanding amount of
                  the Risk Participation Liability arising therefrom multiplied
                  by 2.00% per annum and (y) each Collateralized DOE Letter of
                  Credit from the date of issuance (or the date a DOE Letter of
                  Credit became a Collateralized DOE Letter of Credit, whichever
                  is later) to the date of termination (or until the Second
                  Amendment and Restatement Date, if earlier) equal to the
                  average outstanding amount of Risk Participation Liability
                  arising therefrom multiplied by 20 basis points (0.2%) or (ii)
                  for all periods from and after the Second Amendment and
                  Restatement Date, for each Lender Letter of Credit and each
                  Risk Participation Agreement, the LIBOR Margin applicable to
                  Term Loan A and Revolving Loan in effect on such day. Such fee
                  is to be paid quarterly in arrears on the first day of each
                  fiscal quarter and on the Expiry Date. Borrower shall also
                  reimburse Agent for any and all fees and expenses paid by any
                  Lender to the issuer of any letter of credit that is in any
                  way related to a Risk Participation Agreement.

         (D)      COMPUTATION OF INTEREST AND RELATED FEES. Interest on all
                  Loans and all other Obligations and any per annum fees set
                  forth in this subsection 1.2 shall be calculated daily on the
                  basis of a three hundred sixty (360) day year for the actual
                  number of days elapsed in the period during which it accrues.
                  The date of funding a Base Rate Loan and the first day of an
                  Interest Period with respect to a LIBOR Loan shall be included
                  in the calculation of interest. The date of payment of a Base
                  Rate Loan and the last day of an Interest Period with respect
                  to a LIBOR Loan shall be excluded from the calculation of
                  interest. If a Loan is repaid on the same day that it is made,
                  one (1) days' interest shall be charged. Interest on all Base
                  Rate Loans is payable in arrears on the first day of each
                  fiscal quarter and on the Expiry Date, whether by acceleration
                  or otherwise. Interest on LIBOR Loans shall be payable on the
                  last day of the applicable Interest Period, unless the
                  Interest Period is greater than three (3) months, in which
                  case interest will be payable on the last day of each three
                  (3) month interval. In addition, interest on LIBOR Loans is
                  due and payable on the Expiry Date, whether by acceleration or
                  otherwise.

         (E)      DEFAULT RATE OF INTEREST. At the election of Agent or
                  Requisite Lenders, after the occurrence of an Event of
                  Default, other than an Event of Default listed on Schedule
                  1.2(E) and for so long as it continues, the Loans and other
                  Obligations shall bear interest at a rate that is two percent
                  (2.00%) in excess of the rates otherwise payable under this
                  Agreement. Furthermore, during any period in which any such
                  Event of Default is continuing, as the Interest Periods for
                  LIBOR Loans then in effect expire, such Loans shall be
                  converted at Agent's discretion into Base Rate Loans and the
                  LIBOR election will not be available to Borrower until all
                  such Events of Default are cured or waived.

         (F)      EXCESS INTEREST. Under no circumstances will the rate of
                  interest chargeable be in excess of the maximum amount
                  permitted by applicable law. If excess interest is charged and
                  paid in error, then the excess amount will be promptly
                  refunded.

         (G)      LIBOR RATE ELECTION. All Loans shall constitute Base Rate
                  Loans and remain so for at least three (3) Business Days
                  following the Second Amendment and Restatement Date.
                  Thereafter, Borrower, by written or telephonic notice to Agent
                  by 12:00 noon CST on the third Business Day prior to the
                  Funding Date for the applicable LIBOR Loans requested thereby
                  in each instance, may request that Revolving Loans to be made
                  be LIBOR Loans and that outstanding portions of any Term Loan
                  be converted to LIBOR Loans. Once given, a LIBOR Loan request
                  shall be irrevocable and Borrower shall be bound thereby. Upon
                  the expiration of an Interest Period, in the absence of a new
                  LIBOR Loan request

                                      -13-
<PAGE>

                  submitted to Agent not less than three (3) Business Days prior
                  to the end of such Interest Period, the LIBOR Loan then
                  maturing shall be automatically converted to a Base Rate Loan.
                  There may be no more than six (6) LIBOR Loans outstanding at
                  any one time. Loans which are not the subject of a LIBOR Loan
                  request shall be Base Rate Loans. Agent will notify the
                  Lenders, by telephonic or facsimile notice, of each LIBOR
                  request received by Agent not less than two (2) Business Days
                  prior to the Funding Date of the LIBOR Loan requested thereby.
                  Notwithstanding any other provision of this Agreement, if any
                  Lender shall notify Agent that any change of law makes it
                  unlawful or any change in circumstance makes it impossible for
                  such Lender to perform its obligations hereunder to make LIBOR
                  Loans, (i) any obligation of such Lender to make, maintain,
                  renew or fund LIBOR Loans shall be suspended until Agent shall
                  notify Borrower and Lenders that the circumstances causing
                  such suspension no longer exist and (ii) Borrower shall
                  forthwith prepay in full the LIBOR Loans of such Lender then
                  outstanding, together with interest accrued thereon, unless
                  Borrower, within ten (10) Business Days of notice from Agent
                  and in accordance with this subsection 1.2(G), shall have
                  simultaneously converted all LIBOR Loans of such Lender to
                  Base Rate Loans such that the circumstances giving rise to
                  such notice no longer exist. Notwithstanding anything to the
                  contrary contained herein, all Interest Periods under the
                  Original Credit Agreement shall end on the Second Amendment
                  and Restatement Date and all interest accrued and unpaid on
                  the Loans and other Obligations accrued through the Second
                  Amendment and Restatement Date shall become due and payable on
                  the Second Amendment and Restatement Date.

1.3      OTHER FEES AND EXPENSES.

         (A)      CERTAIN FEES. Borrower shall pay to Agent, for the account of
                  the Lenders pro rata (based on their respective Revolving Loan
                  Commitments and Commitments for Term Loan A and Term Loan B),
                  on the Second Amendment and Restatement Date, a closing fee in
                  an amount equal to 1.75% of $70,000,000 and a fee in an amount
                  equal to $350,000. In addition, Borrower shall pay all fees
                  required by any fee letter with Agent or Heller.

         (B)      AGENCY FEE. Borrower shall pay to Agent, for Agent's account,
                  on the Second Amendment and Restatement Date and on each
                  anniversary of the Second Amendment and Restatement Date, an
                  "agency fee" in the amount of $70,000.

         (C)      LIBOR BREAKAGE FEE. Upon any payment of a LIBOR Loan on any
                  day that is not the last day of the Interest Period applicable
                  thereto (regardless of the source of such prepayment and
                  whether voluntary, by acceleration or otherwise) or upon
                  failure of Borrower to borrow a LIBOR Loan on the date
                  scheduled for borrowing for any reason, Borrower shall pay
                  Agent, for the benefit of all affected Lenders, an amount (the
                  "LIBOR BREAKAGE FEE") equal to the amount of any losses,
                  expenses and liabilities (including, without limitation, any
                  loss (including interest paid) sustained by each such affected
                  Lender in connection with the re-employment of such funds)
                  that any such affected Lender may sustain as a result of the
                  payment of such LIBOR Loan on a day that is not the last day
                  of the Interest Period applicable thereto or the failure of
                  Borrower so to borrow. Interest paid on the Second Amendment
                  and Restatement Date as required by subsection 1.2(G) shall be
                  deemed to have been paid on a date other than the last day of
                  an Interest Period, notwithstanding the provisions of
                  subsection 1.2(G) that provide that all Interest Periods end
                  on such date (except in the case of any Interest Period that
                  would

                                      -14-
<PAGE>

                  have ended on the Second Amendment and Restatement Date
                  without regard to such provision of subsection 1.2(G)).

         (D)      EXPENSES AND ATTORNEYS FEES. Borrower agrees to pay on demand
                  all reasonable and documented fees, costs and expenses
                  (including those of one firm of attorneys and local or special
                  counsel hired by such one firm) incurred by Agent in
                  connection with any matters contemplated by or arising out of
                  the Loan Documents, in connection with the examination,
                  review, due diligence investigation, documentation,
                  negotiation and closing of the transactions contemplated
                  herein and to promptly pay all reasonable and documented fees,
                  costs and expenses (including those of one firm of attorneys
                  and local or special counsel hired by such one firm) incurred
                  by Agent in connection with the continued administration
                  (excluding any fees, costs and expenses incurred by Agent in
                  connection with assignments and participations in Loans and
                  Notes) of the Loan Documents including any amendments,
                  modifications and waivers. Furthermore, Borrower agrees to pay
                  on demand reasonable and documented fees, costs and expenses
                  in connection with the negotiation, preparation and closing of
                  this Agreement for each Lender other than Agent in amount not
                  to exceed, in the aggregate for each such Lender, $3,500.
                  Without limiting the foregoing, all such fees, costs and
                  expenses incurred through the date the parties hereto sign
                  this Agreement shall be paid on such date. Borrower agrees to
                  promptly pay all reasonable and documented fees, costs and
                  expenses (including those of attorneys) incurred by Agent and
                  Lenders in connection with any action to enforce any Loan
                  Document or to collect any payments due from Borrower or any
                  other Loan Party. All fees, costs and expenses for which
                  Borrower is responsible under this subsection 1.3(D) shall be
                  deemed part of the Obligations when incurred, shall bear
                  interest, shall be payable in accordance with the final two
                  sentences of subsection 1.4 and shall be secured by the
                  Collateral.

1.4      PAYMENTS. All payments by Borrower of the Obligations shall be made in
same day funds and delivered to Agent, for the benefit of Agent and Lenders, as
applicable, by wire transfer to the following account or such other place as
Agent may from time to time designate.

                  ABA No. 0710-0001-3
                  Account Number 55-00540
                  Bank One, N.A.
                  1 Bank One Plaza
                  Chicago, IL 60670

                  Reference: Heller Corporate Finance Group for the benefit of
                             UTI Holdings, Inc.

Borrower shall receive credit on the day of receipt for funds received by Agent
by 1:00 p.m. CST. In the absence of timely receipt, such funds shall be deemed
to have been paid on the next Business Day. Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day, the
payment may be made on the next succeeding Business Day and such extension of
time shall be included in the computation of the amount of interest and fees due
hereunder.

Borrower hereby authorizes Lenders to make Revolving Loans, on the basis of
their Pro Rata Shares, for the payment of Scheduled Installments, interest,
commitment fees, Risk Participation Liability fees, LIBOR Breakage Fees and
other fees, and Risk Participation Liability payments. Prior to an Event of
Default, other fees, costs and expenses (including those of attorneys)
reimbursable to Agent pursuant to subsections 1.3(A) through (D) or elsewhere in
any Loan Document may be debited to the Revolving

                                      -15-
<PAGE>

Loan which debit, in the case of subsection 1.3(D), shall be after fifteen (15)
days' notice. After the occurrence and during the continuation of an Event of
Default, no notice of any debit will be required.

1.5      PREPAYMENTS.

         (A)      VOLUNTARY PREPAYMENT OF TERM LOANS. At any time, Borrower may
                  prepay the Term Loans in whole or in part, without penalty,
                  but with LIBOR Breakage Fees, if applicable, which prepayment
                  shall be applied in accordance with subsection 1.5(F) or as
                  may otherwise be agreed to between Borrower and Agent.

         (B)      PREPAYMENTS FROM EXCESS CASH FLOW. Within one hundred twenty
                  (120) days after the end of each of its fiscal years,
                  beginning with the fiscal year ending September 30, 2003,
                  Borrower shall prepay the Loans in an amount equal to
                  seventy-five percent (75%) of the Excess Cash Flow for such
                  fiscal year pursuant to the calculation on Exhibit 1.5(B);
                  provided, that if at the end of any fiscal year of Borrower,
                  the ratio of Total Indebtedness to TTM EBITDA is less than
                  2.0x, Borrower shall prepay the Loans in an amount equal to
                  fifty percent (50%) of the Excess Cash Flow for such fiscal
                  year pursuant to the calculation on Exhibit 1.5(B). The
                  calculation shall be based on the audited financial statements
                  for Holdings and its Subsidiaries. The payments shall be
                  applied in accordance with subsection 1.5(F).

         (C)      PREPAYMENTS FROM ASSET DISPOSITIONS. (i) Immediately (except
                  as provided below in this paragraph (C)) upon receipt of the
                  Net Proceeds from the sale of any current assets (as
                  determined in accordance with GAAP) in the ordinary course of
                  business, which Net Proceeds exceed $750,000 in any fiscal
                  year, Borrower shall prepay the outstanding principal balance
                  of the Revolving Loan by the amount equal to that portion of
                  such Net Proceeds in excess of $750,000. (ii) Immediately upon
                  receipt of the Net Proceeds from the sale of any assets, other
                  than current assets (as determined in accordance with GAAP) in
                  the ordinary course of business, which Net Proceeds exceed
                  $750,000 in any fiscal year, Borrower shall prepay the Loans
                  in an amount equal to that portion of such Net Proceeds in
                  excess of $750,000, which payments under this clause (ii)
                  shall be applied in accordance with subsection 1.5(F). (iii)
                  In the event that any sale includes both current and
                  non-current assets, the Net Proceeds shall be apportioned by
                  Borrower with the consent of Agent. Notwithstanding the
                  foregoing, (x) Borrower may reinvest, within one hundred
                  eighty (180) days, the Net Proceeds of any sale of assets in
                  productive assets of a kind then used or usable in the
                  business of Borrower and the requirement to make a prepayment
                  under this paragraph (C) with the balance, if any, of any such
                  Net Proceeds otherwise required to be so prepaid shall be
                  postponed until the expiration of such 180 day period or the
                  date on which Borrower determines not so to reinvest,
                  whichever is earlier and (y) the provisions of this subsection
                  1.5(C) shall not apply to the receipt of Net Proceeds arising
                  from the Nascar Sale/Leaseback.

         (D)      PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the
                  receipt by Holdings, Borrower or any of its Subsidiaries of
                  the proceeds of the issuance of equity securities (other than
                  (1) proceeds of the issuance of equity securities received on
                  or before the Second Amendment and Restatement Date, (2)
                  proceeds from the issuance of equity securities to members of
                  the management of Holdings, Borrower or any of their
                  Subsidiaries, (3) proceeds of the issuance of equity
                  securities to Borrower or any Subsidiary, (4) proceeds in an
                  amount not to exceed $15,000,000 in the aggregate from the
                  issuance of common stock or Qualified Preferred Stock in
                  Holdings pursuant to a sale that is exempt from the
                  registration requirements of the Securities Act of 1933, as

                                      -16-
<PAGE>

                  amended, as a private placement and is not registered,
                  provided such proceeds are invested in Borrower or any
                  Subsidiary of Borrower, and (5) subject to the limitations of
                  subsection 6.1(T), proceeds from the issuance of common stock
                  or Qualified Preferred Stock in Holdings in connection with a
                  Permitted Acquisition), Borrower shall prepay the Loans in an
                  amount equal to such proceeds, net of underwriting discounts
                  and commissions, taxes, costs and expenses associated with the
                  Management Agreement and other reasonable costs associated
                  therewith. The payments shall be applied in accordance with
                  subsection 1.5(F).

         (E)      OMITTED.

         (F)      APPLICATION OF PROCEEDS. With respect to the mandatory
                  prepayments described in subsections 1.5(B), 1.5(C)(ii) and
                  1.5(D), such prepayments shall first, be applied in payment of
                  the Term Loans pro rata against all remaining Scheduled
                  Installments of the Term Loans and, at any time after the Term
                  Loans shall have been prepaid in full, such prepayments shall
                  be applied second, to reduce the outstanding principal balance
                  of the Revolving Loans and third, to cash collateralize any
                  Lender Letters of Credit. Upon such payment in full of all
                  Revolving Loans and full cash collateralization of all Lender
                  Letters of Credit, the Revolving Loan Commitment shall
                  terminate.

         (G)      RISK PARTICIPATION LIABILITY. In the event any Lender Letters
                  of Credit or Risk Participation Agreements are outstanding at
                  the time that Borrower prepays the Obligations or terminates
                  the Revolving Loan Commitment, Borrower shall (1) deposit with
                  Agent for the benefit of all Lenders with a Revolving Loan
                  Commitment cash in an amount equal to 103% of the aggregate
                  outstanding Risk Participation Liability to be available to
                  Agent to reimburse payments of drafts drawn under such Letters
                  of Credit and pay any fees and expenses related thereto and
                  (2) prepay the fee payable under subsection 1.2(C) with
                  respect to such Lender Letters of Credit or Risk Participation
                  Agreements for their full remaining terms. Upon termination of
                  any such Lender Letter of Credit or Risk Participation
                  Agreement, the unearned portion of such prepaid fee
                  attributable to such Lender Letter of Credit or Risk
                  Participation Agreement shall be refunded to Borrower.

1.6      TERM OF THE AGREEMENT. All of the Obligations shall become due and
payable as otherwise set forth herein, but in any event, all of the remaining
Obligations (other than in respect of principal of and interest on Term Loan B
to the extent not otherwise then due and payable) shall become due and payable
on the date set forth in clause (c) of the definition of the term "Expiry Date".
Except as otherwise set forth herein, all Obligations in respect of Term Loan B,
and any other Obligations which were not required to be paid on the date set
forth in clause (c) of the definition of "Expiry Date" shall become due and
payable as otherwise provided herein and in any event shall become due and
payable on March 31, 2009. On March 31, 2009 and following repayment in full of
the Obligations, this Agreement will terminate. Notwithstanding any such
termination, until all Obligations have been fully paid in cash and satisfied
(and there shall be no Lender Letters of Credit or Risk Participation Agreements
outstanding), Agent, for the benefit of Agent and Lenders, shall be entitled to
retain the security interests in the Collateral granted under the Security
Documents and the ability to exercise all rights and remedies available to them
under the Loan Documents and applicable laws.

1.7      LOAN ACCOUNTS. Agent will maintain loan account records for (a) all
Loans, interest charges and payments thereof, (b) all Risk Participation
Liability, (c) the charging and payment of all fees, costs and expenses and (d)
all other debits and credits pursuant to this Agreement. The balance in the loan
accounts shall be presumptive evidence of the amounts due and owing to Lenders,
provided that any failure by

                                      -17-
<PAGE>

Agent to so record shall not limit or affect Borrower's obligation to pay.
Within five (5) days of the first of each month, Agent shall provide Borrower
with a statement for each loan account setting forth the principal of each
account and interest due thereon. Borrower must deliver a written objection
within sixty (60) days after receipt of the statement or the statement will be
presumptive evidence of the Obligations absent manifest error. During the
continuance of an Event of Default, Borrower irrevocably waives the right to
direct the application of any and all payments and Borrower hereby irrevocably
agrees that Agent shall have the continuing exclusive right to apply and reapply
payments in any manner it deems appropriate.

1.8      YIELD PROTECTION.

         (A)      CAPITAL ADEQUACY AND OTHER ADJUSTMENTS. In the event that any
                  Lender shall have determined that the adoption after the date
                  hereof of any law, treaty, governmental (or
                  quasi-governmental) rule, regulation, guideline or order
                  regarding capital adequacy, reserve requirements or similar
                  requirements or compliance (excluding compliance with the
                  implementation at the national level of the Basel Accord) by
                  any Lender or any corporation controlling such Lender with any
                  request or directive regarding capital adequacy, reserve
                  requirements or similar requirements (whether or not having
                  the force of law and whether or not failure to comply
                  therewith would be unlawful) from any central bank or
                  governmental agency or body having jurisdiction does or shall
                  have the effect of increasing the amount of capital, reserves
                  or other funds required to be maintained by such Lender or any
                  corporation controlling such Lender and thereby reducing the
                  rate of return on such Lender's or such corporation's capital
                  as a consequence of its obligations hereunder, then Borrower
                  shall from time to time within thirty (30) days after notice
                  and demand from such Lender (together with the certificate
                  referred to in the next sentence and with a copy to Agent) pay
                  to Agent, for the account of such Lender, additional amounts
                  sufficient to compensate such Lender for such reduction. A
                  certificate as to the amount of such cost showing in
                  reasonable detail the basis of the computation of such cost
                  submitted by such Lender to Borrower and Agent shall, absent
                  manifest error, be final, conclusive and binding for all
                  purposes. No Lender shall be entitled to compensation under
                  this subsection 1.8 to the extent the increase or reduction in
                  respect of which compensation is claimed shall result from an
                  event described in this subsection 1.8 which occurred more
                  than 180 days prior to the issuance by such Lender of such
                  notice and demand. For purposes, of this Section 1.8, "BASEL
                  ACCORD" shall mean the proposals for risk-based capital
                  framework described by the Basel Committee on Bank Regulations
                  and Supervisory Practices in its paper entitled "International
                  Convergence of Capital Measurement and Capital Standards"
                  dated July 1988, as in effect on the date hereof.

         (B)      INCREASED LIBOR FUNDING COSTS. Subject to Section 1.10, if the
                  introduction of or the interpretation of any law, rule, or
                  regulation, in each case, after the date of this Agreement
                  would increase the reserve requirement or otherwise increase
                  the cost to any Lender of making or maintaining a LIBOR Loan,
                  then Agent, on behalf of all affected Lenders, shall submit a
                  certificate to Borrower demonstrating the calculation of the
                  increased cost and requiring payment thereof by Borrower to
                  Agent for the benefit of the affected Lenders within thirty
                  (30) days after the date of the certificate, and the Borrower
                  shall make such payment within such thirty (30) day period.
                  There are no limitations on the number of times such
                  certificate may be submitted, provided, however, that each
                  affected Lender shall take reasonable steps (which shall not
                  require any affected Lender to incur any unreimbursed cost or
                  expense) to avoid or minimize such increase in costs to the
                  extent that such avoidance or minimization is not inconsistent
                  with such affected

                                      -18-
<PAGE>

                  Lender's internal policies or legal or statutory restrictions
                  and which such affected Lender has reasonably determined does
                  not cause such affected Lender to suffer any disadvantage or
                  burden. A certificate as to the amount of such cost and
                  showing the basis of the computation of such cost submitted by
                  Agent on behalf of all such affected Lenders to Borrower
                  shall, absent manifest error, be final, conclusive and binding
                  for all purposes.

1.9      TAXES.

         (A)      NO DEDUCTIONS. Any and all payments or reimbursements made
                  hereunder or under the Notes shall be made free and clear of
                  and without deduction for any and all taxes, levies, imposts,
                  deductions, charges or withholdings, and all liabilities with
                  respect thereto (all such taxes, levies, imposts, deductions,
                  charges or withholdings and all liabilities with respect
                  thereto excluding such taxes imposed on net income, herein
                  "TAX LIABILITIES"), excluding, however, taxes imposed on the
                  net income of a Lender or Agent. If Borrower shall be required
                  by law to deduct any such amounts from or in respect of any
                  sum payable hereunder to any Lender or Agent, then the sum
                  payable hereunder shall be increased as may be necessary so
                  that, after making all required deductions, such Lender or
                  Agent receives an amount equal to the sum it would have
                  received had no such deductions been made.

         (B)      CHANGES IN TAX LAWS. In the event that, subsequent to the
                  Closing Date, (1) any changes in any existing law, regulation,
                  treaty or directive or in the interpretation or application
                  thereof, (2) any new law, regulation, treaty or directive
                  enacted or any interpretation or application thereof, or (3)
                  compliance by Agent or any Lender with any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority, agency or instrumentality:

                  (1)      does or shall subject Agent or any Lender to any tax
                           of any kind whatsoever with respect to this
                           Agreement, the other Loan Documents or any Loans made
                           or Lender Letters of Credit or Risk Participation
                           Agreements issued hereunder, or change the basis of
                           taxation of payments to Agent or such Lender of
                           principal, fees, interest or any other amount payable
                           hereunder (except for net income taxes, or franchise
                           taxes imposed in lieu of net income taxes, imposed
                           generally by federal, state or local taxing
                           authorities with respect to interest or commitment or
                           other fees payable hereunder or changes in the rate
                           of tax on the overall net income of Agent or such
                           Lender); or

                  (2)      does or shall impose on Agent or any Lender any other
                           condition or increased cost in connection with the
                           transactions contemplated hereby or participations
                           herein;

         and the result of any of the foregoing is to increase the cost to Agent
         or any such Lender of issuing any Lender Letter of Credit or Risk
         Participation Agreement or making or continuing any Loan hereunder, as
         the case may be, or to reduce any amount receivable hereunder, then, in
         any such case, Borrower shall promptly pay to Agent or such Lender,
         upon its demand, any additional amounts necessary to compensate Agent
         or such Lender, on an after-tax basis, for such additional cost or
         reduced amount receivable, as determined by Agent or such Lender with
         respect to this Agreement or the other Loan Documents. If Agent or such
         Lender becomes entitled to claim any additional amounts pursuant to
         this subsection, it shall promptly notify Borrower of the event by
         reason of which Agent or such Lender has become so entitled. A
         certificate as to any additional

                                      -19-
<PAGE>

         amounts payable pursuant to the foregoing sentence submitted by Agent
         or such Lender to Borrower and Agent shall, absent manifest error, be
         final, conclusive and binding for all purposes.

         (C)      FOREIGN LENDERS. Each Lender organized under the laws of a
                  jurisdiction outside the United States (a "FOREIGN LENDER") as
                  to which payments to be made under this Agreement or under the
                  Notes are exempt from United States withholding tax or are
                  subject to United States withholding tax at a reduced rate
                  under an applicable statute or tax treaty shall provide to
                  Borrower and Agent (1) a properly completed and executed
                  Internal Revenue Service Form W8-ECI or W8-BEN or other
                  applicable form, certificate or document prescribed by the
                  Internal Revenue Service of the United States certifying as to
                  such Foreign Lender's entitlement to such exemption or reduced
                  rate of withholding with respect to payments to be made to
                  such Foreign Lender under this Agreement and under the Notes
                  and any other documents or information required in connection
                  therewith (a "CERTIFICATE OF EXEMPTION") or (2) a letter from
                  any such Foreign Lender stating that it is not entitled to any
                  such exemption or reduced rate of withholding (a "LETTER OF
                  NON-EXEMPTION"). Prior to becoming a Lender under this
                  Agreement and within fifteen (15) days after a reasonable
                  written request of Borrower or Agent from time to time
                  thereafter, each Foreign Lender that becomes a Lender under
                  this Agreement shall provide a Certificate of Exemption or a
                  Letter of Non-Exemption to Borrower and Agent.

                  If a Foreign Lender is entitled to an exemption with respect
                  to payments to be made to such Foreign Lender under this
                  Agreement (or to a reduced rate of withholding) and does not
                  provide a Certificate of Exemption to Borrower and Agent
                  within the time periods set forth in the preceding paragraph,
                  Borrower shall withhold taxes from payments to such Foreign
                  Lender at the applicable statutory rates and Borrower shall
                  not be required to pay any additional amounts as a result of
                  such withholding, provided that all such withholding shall
                  cease upon delivery by such Foreign Lender of a Certificate of
                  Exemption to Borrower and Agent.

1.10     OPTIONAL PREPAYMENT/REPLACEMENT OF LENDER IN RESPECT OF INCREASED
COSTS. If any Lender (an "AFFECTED LENDER") (i) is subject to increased costs or
taxes under subsections 1.8 or 1.9 and Agent makes demand upon Borrower in
respect thereof, (ii) is unable to fund or maintain LIBOR Loans as described in
subsection 1.2(G), (iii) defaults in its obligation to make Loans in accordance
with the terms of this Credit Agreement or (iv) in connection with any proposed
change, waiver, discharge or termination to any of the provisions of this
Agreement as contemplated by subsection 9.2 (other than with respect to
increasing the amount of the applicable Commitments or outstanding Term Loans of
any of the Lenders), does not provide its consent when required to approve such
proposed change, waiver, discharge or termination even though the consent of the
Requisite Lenders (or, as applicable, the Requisite Revolving Lenders) is
obtained, the Borrower may, so long as no Default or Event of Default has
occurred and is then continuing, within thirty (30) days of receipt of such
demand, notice or default, as the case may be, by notice (a "REPLACEMENT
NOTICE") to the Agent and such Affected Lender, do the following:

         (A)      Borrower may request the Affected Lender to reasonably
                  cooperate with the Borrower in obtaining a replacement Lender
                  reasonably satisfactory to the Agent or its successor and the
                  Borrower (the "REPLACEMENT LENDER");

         (B)      Borrower may request the non-Affected Lenders to acquire and
                  assume all of the Affected Lender's Loans and Commitment as
                  provided herein, but none of such Lenders shall be under an
                  obligation to do so;

                                      -20-
<PAGE>

         (C)      Borrower may obtain, at Borrower's expense, a Replacement
                  Lender for such Affected Lender, which Replacement Lender
                  shall be reasonably satisfactory to Agent. In the event
                  Borrower obtains a Replacement Lender within ninety (90) days
                  following notice of its intention to do so, the Affected
                  Lender shall sell and assign its Loans and its obligations
                  under the Revolving Loan Commitment to such Replacement
                  Lender, and the Affected Lender shall pay all principal of,
                  and interest and fees accrued and unpaid on or with respect
                  to, the Loans to the Replacement Lender; provided that
                  Borrower has reimbursed such Affected Lender for its increased
                  costs and all Obligations (other than principal, interest and
                  fees) for which it is entitled to reimbursement or payment
                  under this Agreement through the date of such sale and
                  assignment; or

         (D)      Borrower may prepay in full all outstanding Obligations owed
                  to such Affected Lender and terminate such Affected Lender's
                  Pro Rata Share of the Revolving Loan Commitment, in which case
                  the Revolving Loan Commitment will be reduced by the amount of
                  such Pro Rata Share. Borrower shall, within ninety (90) days
                  following notice of its intention to do so, prepay in full all
                  outstanding Obligations owed to such Affected Lender
                  (including such Affected Lender's increased costs for which it
                  is entitled to reimbursement under this Agreement through the
                  date of such prepayment), and terminate such Affected Lender's
                  obligations under the Revolving Loan Commitment.

                                    SECTION 2

                              AFFIRMATIVE COVENANTS

Each of Borrower and Holdings covenants and agrees that so long as the Revolving
Loan Commitment is in effect and until payment in full of all Obligations and
termination of all Lender Letters of Credit and Risk Participation Agreements,
unless Requisite Lenders shall otherwise give their prior written consent, each
of Borrower and Holdings shall perform and comply with, and shall cause each of
its Subsidiaries to perform and comply with, all covenants in this Section 2
applicable to such Person.

2.1      COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.

         (A)      Each of Holdings and Borrower shall (1) (i) subject to
                  specific representations regarding Environmental Laws, comply
                  with and shall cause each of their respective Subsidiaries to
                  comply with the requirements of all applicable laws, rules,
                  regulations and orders of any Governmental Authority
                  (including, without limitation, laws, rules, regulations and
                  orders relating to taxes, employer and employee contributions,
                  securities, employee retirement and welfare benefits,
                  environmental protection matters and employee health and
                  safety) as now in effect and which may be imposed in the
                  future in all jurisdictions in which Holdings, Borrower or any
                  of their respective Subsidiaries are now doing business or may
                  hereafter be doing business which failure to comply could not
                  reasonably be expected to have a Material Adverse Effect and
                  (ii) comply with the obligations, covenants and conditions
                  contained in all Contractual Obligations of the Borrower or
                  such Subsidiary, as applicable other than those laws, rules,
                  regulations, orders and provisions of such Contractual
                  Obligations the noncompliance with which could not reasonably
                  be expected to have, either individually or in the aggregate,
                  a Material Adverse Effect, and (2) subject to specific
                  representations regarding Environmental Laws, maintain or
                  obtain and shall cause each of its Subsidiaries to maintain or
                  obtain, all licenses, qualifications and permits now held or
                  hereafter required to be held by Holdings, Borrower or any of
                  their respective Subsidiaries, for which the loss, suspension,
                  revocation or failure to obtain or renew, could not reasonably
                  be expected to

                                      -21-
<PAGE>

                  have a Material Adverse Effect. This subsection 2.1 shall not
                  preclude Holdings, Borrower or any of their respective
                  Subsidiaries from contesting any regulatory action, taxes or
                  other payments, if they are being diligently contested in good
                  faith and if appropriate expense provisions have been recorded
                  in conformity with GAAP and no Lien which can have priority
                  over Agent's Lien in any Collateral or in respect of any Loan
                  shall have attached to any assets of Holdings, Borrower or any
                  of its Subsidiaries. Each of Holdings and Borrower represents
                  and warrants that as of the date hereof, subject to specific
                  representations regarding Environmental Laws, it (i) is in
                  compliance in all material respects and each of their
                  respective Subsidiaries is in compliance with the requirements
                  of all applicable laws, rules, regulations and orders of any
                  Governmental Authority as now in effect and all Contractual
                  Obligations the noncompliance with which could not reasonably
                  be expected to have a Material Adverse Effect, and (ii)
                  maintains and each of their respective Subsidiaries maintains
                  all material licenses, qualifications and permits referred to
                  above for which the loss, suspension, revocation or failure to
                  obtain or renew could reasonably be expected to have a
                  Material Adverse Effect.

         (B)      Without limitation of any other portion of this subsection
                  2.1, Holdings, Borrower, each Subsidiary thereof and each
                  Institution shall maintain all necessary permits, licenses,
                  franchises, authorizations and clearances of governmental or
                  regulatory authorities as are required or necessary (1) to
                  operate in the states in which the Institutions are located as
                  of the Second Amendment and Restatement Date or may thereafter
                  be located, (2) to participate in federal student assistance
                  programs under Title IV and (3) to own, lease and operate
                  their respective properties and to conduct their business, in
                  each case, in a manner no less advantageous to Holdings,
                  Borrower, each Subsidiary thereof and each Institution as
                  conducted by Holdings and its Subsidiaries immediately prior
                  to the Second Amendment and Restatement Date;

         (C)      without limitation of any other portion of this subsection
                  2.1, each Institution shall maintain in full force and effect
                  a Program Participation Agreement for each Institution and
                  will comply in all material respects with each such Program
                  Participation Agreement;

         (D)      without limitation of any other portion of this subsection
                  2.1, each Institution shall apply for recertification of
                  eligibility to participate in federal student financial
                  assistance programs under Title IV where such reapplication is
                  necessary to assure that no Program Participation Agreement
                  will expire;

         (E)      without limitation of any other portion of this subsection
                  2.1, Holdings, Borrower, each Subsidiary thereof and each
                  Institution shall comply in all material respects with the
                  applicable provisions of Title IV and the Regulations,
                  including Sections 668.171-668.175 of the Regulations and with
                  all applicable laws of each state in which it is located that
                  regulates educational institutions; and

         (F)      Without limitation of any other portion of this subsection
                  2.1, each Institution shall obtain and maintain all required
                  accreditations for such Institution from each Accrediting
                  Agency and shall obtain and maintain all licenses that are
                  required to operate in each state in which each Institution is
                  located and that are necessary and appropriate for each
                  Institution to remain eligible for Title IV funding.

2.2      MAINTENANCE OF PROPERTIES; INSURANCE. Holdings shall maintain or cause
to be maintained in good repair, working order and condition all material
properties used in the business of Holdings and its Subsidiaries and will make
or cause to be made all appropriate repairs, renewals and replacements

                                      -22-
<PAGE>

thereof. Holdings shall maintain or cause to be maintained, with financially
sound and reputable insurers, public liability and property damage insurance
with respect to its business and properties and the business and properties of
its Subsidiaries against loss or damage of the kinds reasonable for the business
risks and in amounts reasonably acceptable to Agent and will deliver evidence
thereof to Agent if and as requested by Agent. Holdings shall maintain or cause
to be maintained, with financially sound and reputable insurers, business
interruption insurance in amounts acceptable to Agent. Holdings shall cause,
pursuant to endorsements and assignments in form and substance reasonably
satisfactory to Agent, Agent, for the benefit of Agent and Lenders, (i) to be
named as lender's loss payee in the case of casualty insurance, Agent for the
benefit of Agent and Lenders, (ii) to be named as additional insured in the case
of all liability insurance and Agent, for the benefit of Agent and Lenders, and
(iii) to be named as assignee (pursuant to assignment agreements, in form, scope
and substance satisfactory to Agent) in the case of all business interruption
insurance. Provided no Event of Default has occurred and is continuing, the
Agent and Lenders shall make any proceeds of insurance available to Borrower for
restoration of any casualty or reinvestment in accordance with Section 1.5(C).
Holdings represents and warrants that it and each of its Subsidiaries currently
maintains all material properties as set forth above and maintains all insurance
described above.

2.3      INSPECTION; LENDER MEETING. Upon reasonable notice, (except during the
continuation of a Default or an Event of Default, in which case no notice will
be required) each of Holdings and Borrower shall permit any authorized
representatives of Agent to visit and inspect any of the properties of Holdings,
Borrower or any of their respective Subsidiaries, including its and their
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and business with its
and their officers and certified public accountants, at such reasonable times
during normal business hours and as often as may be reasonably requested.
Representatives of each Lender will be permitted to accompany representatives of
Agent during each visit, inspection and discussion referred to in the
immediately preceding sentence. Without in any way limiting the foregoing,
Holdings shall participate and shall cause its and its Subsidiaries key
management personnel to participate in a meeting with Agent and Lenders at least
once during each year, which meeting shall be held at such time and such place
as may be reasonably requested by Agent. Holdings shall pay the reasonable
travel costs and lodging expenses of Agent and Lenders for such meetings.

2.4      CORPORATE EXISTENCE, ETC. Except as otherwise permitted by subsections
3.6 and 3.7, each of Holdings and Borrower shall, and shall cause each of their
respective Subsidiaries to, at all times preserve and keep in full force and
effect its corporate existence and all rights and franchises material to its
business.

2.5      ENVIRONMENTAL MATTERS. Each of Holdings and Borrower shall, and shall
cause each of their respective Subsidiaries and each other Person within their
respective control, to: (a) conduct its operations in compliance with all
Environmental Laws and Environmental Permits, except for such noncompliance that
would not result in Environmental Liabilities which could reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect; (b)
implement any and all investigation, remediation, removal and response actions
that are appropriate or necessary to maintain the value and marketability of the
Real Estate or to otherwise comply with Environmental Laws and Environmental
Permits pertaining to the presence, generation, treatment, storage, use,
disposal, transportation or Release of any Hazardous Material on, at, in, under,
above, to, from or about any of its Real Estate; (c) notify Agent promptly after
such Loan Party becomes aware of any violation of Environmental Laws or
Environmental Permits or any Release on, at, in, under, above, to, from or about
any Real Estate that is reasonably likely to result in Environmental Liabilities
in excess of $100,000; and (d) promptly forward to Agent a copy of any order,
notice, request for information or any communication or report received by such
Loan Party or Person in connection with any such violation or Release or any
other matter relating to any Environmental Laws or Environmental Permits that
could reasonably be expected to result in


                                      -23-
<PAGE>
Environmental Liabilities in excess of $100,000, in each case whether or not the
Environmental Protection Agency or any Governmental Authority has taken or
threatened any action in connection with any such violation, Release or other
matter. If Agent at any time has a reasonable basis to believe that there may be
a violation of any Environmental Laws or Environmental Permits by Holdings,
Borrower, any of their respective Subsidiaries or any Person within their
respective control or any Environmental Liability arising thereunder, or a
Release of Hazardous Materials on, at, in, under, above, to, from or about any
of its Real Estate, that, in each case, could reasonably be expected to have a
Material Adverse Effect, then each Loan Party shall, or shall cause such Person
to, upon Agent's written request (i) cause the performance of such environmental
audits including subsurface sampling of soil and groundwater, and preparation of
such environmental reports, at Borrower's expense, as Agent may from time to
time reasonably request, which shall be conducted by reputable environmental
consulting firms reasonably acceptable to Agent and shall be in form and
substance reasonably acceptable to Agent, and (ii) permit Agent or its
representatives to have reasonable access to all Real Estate for the purpose of
conducting such environmental audits and testing as Agent deems appropriate,
including subsurface sampling of soil and groundwater. Borrower shall reimburse
Agent for the costs of such audits and tests and the same will constitute a part
of the Obligations secured hereunder.

2.6      FURTHER ASSURANCES.

         (A)      Each of Holdings and Borrower shall and shall cause each of
                  their respective present and future Subsidiaries (other than
                  any Institution Subsidiary of Borrower) to, from time to time,
                  execute such guaranties, financing statements, documents,
                  security agreements and reports as Agent or Requisite Lenders
                  at any time may reasonably request to evidence, perfect or
                  otherwise implement the guaranties and security for repayment
                  of the Obligations contemplated by the Loan Documents.

         (B)      At Agent's or Requisite Lenders' request, Holdings and
                  Borrower shall cause any of their respective Subsidiaries
                  (other than any Institution Subsidiary of Borrower) promptly
                  to guaranty the Obligations and to grant to Agent, for the
                  benefit of Agent and Lenders, a first priority, perfected
                  security interest in the real, personal and mixed property
                  (other than interests as lessee in real property) of such
                  Subsidiary to secure the Obligations. The documentation for
                  such guaranty or security shall be substantially similar to
                  the Loan Documents executed or amended and restated
                  concurrently with this Agreement with such modifications as
                  are reasonably requested by Agent and shall include such legal
                  opinions as Agent shall reasonably require.

2.7      USE OF PROCEEDS. Proceeds of the Loans shall be used by Borrower (A) in
the case of Incremental Term Loan A and the initial Revolving Loan made on the
Closing Date, to the prepayment of Term Loan B, Subject Subordinated
Indebtedness, certain fees and certain expenses and (B) in the case of
subsequent Revolving Loans, for working capital purposes of Borrower and its
Subsidiaries as more particularly described in Section 1.1(B)(1), provided, that
in the event that Borrower transfers any proceeds of Revolving Loans to any
Subsidiary of Borrower, such transfer shall be in the form of a loan to such
transferee evidenced by an Intercompany Note of the transferee issued in
accordance with subsection 3.1(B)(2) and pledged to Agent, in each case, to the
extent not prohibited by the Regulations and otherwise as contributions to such
Subsidiary of common equity. Nothing contained in this subsection 2.7 shall
permit any payment or transfer of funds otherwise prohibited by this Agreement.

                                      -24-
<PAGE>

                                    SECTION 3

                               NEGATIVE COVENANTS

Each of Borrower and Holdings covenants and agrees that so long as the Revolving
Loan Commitment is in effect and until payment in full in cash of all
Obligations and termination of all Lender Letters of Credit and Risk
Participation Agreements, unless Requisite Lenders shall otherwise give their
prior written consent, each of Borrower and Holdings shall perform and comply
with, and shall cause its Subsidiaries to perform and comply with, all covenants
in this Section 3 applicable to such Person.

3.1      INDEBTEDNESS. Each of Holdings and Borrower shall not and shall not
suffer or permit any of their respective Subsidiaries directly or indirectly to
create, incur, assume, guaranty, or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness except:

         (A)      the Obligations;

         (B)      intercompany Indebtedness among Holdings and its Subsidiaries;
                  provided, that the obligations of each obligor of such
                  Indebtedness shall: (1) to the extent not physically delivered
                  in pledge to the Agent, be subordinated in right of payment to
                  the Obligations from and after such time as any portion of the
                  Obligations shall become due and payable (whether at stated
                  maturity, by acceleration or otherwise); (2) be evidenced by
                  promissory notes (each an "INTERCOMPANY NOTE"), which shall
                  have been (to the extent not prohibited by the Regulations)
                  pledged to Agent, for the benefit of Agent and Lenders, as
                  security for the Obligations pursuant to written agreements in
                  form, scope and substance satisfactory to Agent; and (3) have
                  such other terms and provisions as Agent or Requisite Lenders
                  may reasonably require;

         (C)      the Remaining Subordinated Indebtedness;

         (D)      Indebtedness of Holdings and its Subsidiaries existing as of
                  the Second Amendment and Restatement Date and described on
                  Schedule 3.1(D) less any payments of principal made on or
                  after the Second Amendment and Restatement Date thereon;

         (E)      Indebtedness of Borrower and its Subsidiaries in respect of
                  purchase money obligations or capitalized lease obligations so
                  long as the aggregate principal (or notional) principal
                  Indebtedness outstanding does not exceed $10,000,000 at any
                  time;

         (F)      Indebtedness described in clauses (g) and (h) of the
                  definition of "Permitted Acquisition" of Borrower or the
                  Institution Subsidiary thereof that is the subject of such
                  Permitted Acquisition;

         (G)      Indebtedness secured by Permitted Liens described in clauses
                  (1), (2), (3), (4) and (6) of clause (A) of subsection 3.2;

         (H)      OMITTED;

         (I)      Indebtedness of Borrower so long as the aggregate principal
                  Indebtedness outstanding does not exceed $5,000,000 at any
                  time;

         (J)      Indebtedness of Holdings arising under the Management
                  Agreement and of Holdings and its Subsidiaries arising under
                  the Tax Sharing Agreement; and

                                      -25-
<PAGE>

         (K)      Indebtedness of Holdings evidenced by Management Notes.

3.2      LIENS AND RELATED MATTERS.

         (A)      NO LIENS. Each of Holdings and Borrower shall not and shall
                  not suffer or permit any of their respective Subsidiaries
                  directly or indirectly to create, incur, assume or permit to
                  exist any Lien on or with respect to any property or asset
                  (including any document or instrument with respect to goods or
                  accounts receivable) of Holdings, Borrower or any of their
                  respective Subsidiaries, whether now owned or hereafter
                  acquired, or any income or profits therefrom, except Permitted
                  Encumbrances. "PERMITTED ENCUMBRANCES" means the following:

                  (1)      Liens for taxes, assessments or other governmental
                           charges not yet due and payable;

                  (2)      statutory Liens incurred by Borrower or any of its
                           Subsidiaries of landlords, carriers, warehousemen,
                           mechanics, materials and other similar liens imposed
                           by law, which are incurred in the ordinary course of
                           business for sums not more than thirty (30) days
                           delinquent or which are being contested in good
                           faith; provided that a reserve or other appropriate
                           provision shall have been made therefor and the
                           aggregate amount of liabilities secured by such Liens
                           is less than $2,000,000;

                  (3)      Liens (other than any Lien imposed by the Employee
                           Retirement Income Security Act of 1974 or any rule or
                           regulation promulgated thereunder) incurred or
                           deposits made in the ordinary course of business in
                           connection with workers' compensation, unemployment
                           insurance and other types of social security, or to
                           secure the performance of tenders, statutory
                           obligations, surety, stay, customs and appeal bonds,
                           bids, leases, government contracts, trade contracts,
                           performance and return of money bonds and other
                           similar obligations (exclusive of obligations for the
                           payment of borrowed money);

                  (4)      deposits, in an aggregate amount not to exceed
                           $1,000,000, made by Holdings or any of its
                           Subsidiaries in the ordinary course of business to
                           secure liability to insurance carriers;

                  (5)      Liens granted by Borrower or any of its Subsidiaries
                           for purchase money obligations and capital leases;
                           provided that: (a) the purchase or acquisition by
                           lease of the asset subject to any such Lien is
                           permitted under subsection 4.1; (b) the Indebtedness
                           secured by any such Lien is permitted under
                           subsection 3.1(E); and (c) any such Lien encumbers
                           only the asset so purchased or leased and secures
                           only such Indebtedness;

                  (6)      any attachment or judgment Lien not constituting an
                           Event of Default under subsection 6.1(I);

                  (7)      easements, rights of way, restrictions, and other
                           similar charges or encumbrances not interfering in
                           any material respect with the ordinary conduct of the
                           business of Holdings or any of its Subsidiaries;

                  (8)      any interest or title of a lessor or sublessor under
                           any operating lease;

                                      -26-
<PAGE>

                  (9)      Liens in favor of Agent, for the benefit of Agent and
                           Lenders;

                  (10)     Liens created by Holdings or its Subsidiaries prior
                           to the Second Amendment and Restatement Date securing
                           Indebtedness permitted under subsection 3.1(D) and
                           set forth on Schedule 3.2(A)(10) hereto;

                  (11)     Liens on assets of the Institution Subsidiary
                           acquired in a Permitted Acquisition as described in
                           clauses (g) and (h) of the definition of "Permitted
                           Acquisition";

                  (12)     OMITTED;

                  (13)     OMITTED;

                  (14)     OMITTED; and

                  (15)     Liens granted by (i) an Institution Subsidiary to
                           another Institution Subsidiary to secure
                           Indebtedness, evidenced by an Intercompany Note,
                           substantially in the form of Exhibit 3.2(A), of such
                           Institution Subsidiary to the order of such other
                           Institution Subsidiary, or (ii) Borrower or a
                           Subsidiary (other than an Institution Subsidiary) of
                           Borrower to the order of an Institution Subsidiary to
                           secure Indebtedness of Borrower or such Subsidiary,
                           evidenced by an Intercompany Note in the form of
                           Exhibit 3.2(B), to such Institution Subsidiary, so
                           long as any Lien described in clause (i) or (ii) of
                           this paragraph 15 is (x) granted pursuant to an
                           Intercompany Security Agreement and (y) subject to an
                           Intercompany Intercreditor Letter.

         (B)      NO NEGATIVE PLEDGES. Each of Holdings and Borrower shall not
                  and shall not suffer or permit any of their respective
                  Subsidiaries directly or indirectly to enter into or assume
                  any agreement (other than the Loan Documents and Remaining
                  Subordinated Indebtedness Documents) prohibiting the creation
                  or assumption of any Lien upon its properties or assets,
                  whether now owned or hereafter acquired.

         (C)      NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWER.
                  Except as provided herein, each of Holdings and Borrower shall
                  not and shall not suffer or permit any of their respective
                  Subsidiaries directly or indirectly to create or otherwise
                  cause or suffer to exist or become effective any consensual
                  encumbrance or restriction of any kind on the ability of any
                  such Subsidiary to: (1) pay dividends or make any other
                  distribution on any of such Subsidiary's capital stock owned
                  by Borrower or any Subsidiary of Borrower; (2) subject to
                  subordination provisions for the benefit of Agent and Lenders,
                  pay any Indebtedness owed to Borrower or any other Subsidiary;
                  (3) make loans or advances to Borrower or any of its
                  Subsidiaries; or (4) transfer any of its property or assets to
                  Borrower or any of its Subsidiaries.

3.3      INVESTMENTS; JOINT VENTURES. Each of Holdings and Borrower shall not
and shall not suffer or permit any of their respective Subsidiaries directly or
indirectly to make or own any Investment in any Person except:

         (A)      Borrower and its Subsidiaries may make and own Investments in
                  Cash Equivalents; provided that such Cash Equivalents are not
                  subject to setoff rights;

                                      -27-
<PAGE>
         (B)      Borrower may make intercompany loans to (i) any Subsidiary of
                  Borrower, to the extent the Indebtedness created thereby is
                  permitted by subsection 3.1, in order to provide for the cash
                  requirements of such Subsidiary in the ordinary course of
                  business (to the extent the use of the proceeds of such
                  intercompany loans are otherwise not prohibited by this
                  Agreement), and (ii) so long as no Default or Event of Default
                  is continuing, Holdings, to the extent the Indebtedness
                  created thereby is permitted by subsection 3.1, to the extent,
                  and as and when, needed in order to permit Holdings to make
                  interest payments required under, and permitted by the
                  subordination provisions of, the Sharp Note;

         (C)      Borrower and its Subsidiaries may make loans and advances to
                  employees for moving, entertainment, travel and other similar
                  expenses in the ordinary course of business not to exceed
                  $500,000 in the aggregate at any time outstanding;

         (D)      Non-cash proceeds of asset sales permitted under subsection
                  3.7 (so long as such non-cash proceeds, unless representing
                  proceeds of a sale by an Institution Subsidiary of Borrower,
                  are subjected to a perfected Lien in favor of Agent pursuant
                  to documentation acceptable to Agent);

         (E)      Investments (w) by Holdings in the White Note, (x) by Holdings
                  and Borrower existing on the Second Amendment and Restatement
                  Date in the capital stock of their respective Subsidiaries and
                  Investments by Holdings in the common stock of Borrower, (y)
                  by Borrower in its Subsidiaries with proceeds of Revolving
                  Loans as permitted by subsection 2.7 and (z) by Holdings and
                  its Subsidiaries existing on the Second Amendment and
                  Restatement Date and set forth on subschedule 7.1(B)(4);

         (F)      Investments by Borrower and its Wholly-Owned Subsidiaries in
                  Permitted Acquisitions;

         (G)      Investments constituting Restricted Junior Payments permitted
                  under subsection 3.5;

         (H)      OMITTED;

         (I)      OMITTED;

         (J)      so long as no Default or Event of Default is continuing,
                  Borrower may make Investments after the Second Amendment and
                  Restatement Date not to exceed $3,000,000 in the aggregate
                  outstanding at any time;

         (K)      OMITTED; and

         (L)      Investment by Holdings or Borrower through the conversion of
                  an Intercompany Note of Holdings or any of its Subsidiaries
                  into common equity in such entity as permitted by Subsection
                  3.5(K) hereof.

"INVESTMENT" means (i) any direct or indirect purchase or other acquisition by
Holdings or any of its Subsidiaries of any beneficial interest in, including
stock, partnership interest, membership interest or other equity securities of,
any other Person; and (ii) any direct or indirect loan, advance or capital
contribution by Holdings or any of its Subsidiaries to any other Person,
including all indebtedness and accounts receivable from that other Person that
are not current assets or did not arise from sales to that other Person in the
ordinary course of business. The amount of any Investment outstanding at any
time shall be the original cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such

                                      -28-
<PAGE>

Investment less the amount of cash paid to Borrower in respect of, and as a
return of capital on, such Investment.

"CASH EQUIVALENTS" means: (i) marketable direct obligations issued or
unconditionally guarantied by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one (1) year from the date of acquisition thereof;
(ii) commercial paper maturing no more than one (1) year from the date issued
and, at the time of acquisition, having a rating of at least A-1 from Standard &
Poor's Ratings Group, a division of McGraw-Hill Companies, or at least P-1 from
Moody's Investors Service, Inc.; (iii) certificates of deposit or bankers'
acceptances maturing within one (1) year from the date of issuance thereof
issued by, or overnight reverse repurchase agreements from, any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia having combined capital and surplus of not less than
$500,000,000; (iv) time deposits maturing no more than thirty (30) days from the
date of creation thereof with commercial banks having membership in the Federal
Deposit Insurance Corporation in amounts not exceeding the lesser of $100,000 or
the maximum amount of insurance applicable to the aggregate amount of Holdings'
or its Subsidiary's deposits at such institution; and (v) deposits or
investments in mutual or similar funds offered or sponsored by brokerage or
other companies having membership in the Securities Investor Protection
Corporation in amounts not exceeding the lesser of $100,000 or the maximum
amount of insurance applicable to the aggregate amount of Holdings' or its
Subsidiary's deposits at such institution.

3.4      CONTINGENT OBLIGATIONS. Each of Holdings and Borrower shall not and
shall not suffer or permit any of their respective Subsidiaries directly or
indirectly to create or become or be liable with respect to any Contingent
Obligation except those:

         (A)      resulting from endorsement of negotiable instruments for
                  collection in the ordinary course of business;

         (B)      existing on the Second Amendment and Restatement Date and
                  described in Schedule 3.4 annexed hereto;

         (C)      arising with respect to customary indemnification obligations
                  incurred in connection with Asset Dispositions;

         (D)      incurred by Borrower or any of its Subsidiaries in the
                  ordinary course of business with respect to fiduciary, surety
                  and appeal bonds, performance and return-of-money bonds and
                  other similar obligations not exceeding at any time
                  outstanding $10,000,000 in aggregate liability;

         (E)      incurred (other than by any Subsidiary of Borrower and other
                  than incurred in respect of the Remaining Subordinated
                  Indebtedness) with respect to Indebtedness permitted by
                  subsection 3.1;

         (F)      arising under the Security Documents;

         (G)      arising under the Employment Agreements;

         (H)      not permitted by clauses (A) through (G) above, so long as any
                  such Contingent Obligations, in the aggregate at any time
                  outstanding, do not exceed $4,000,000;

                                      -29-
<PAGE>

         (I)      of the Institution Subsidiary acquired in, and arising in
                  respect of, a Permitted Acquisition;

         (J)      OMITTED;

         (K)      OMITTED;

         (L)      OMITTED;

         (M)      arising under the Related Transactions Documents, as in effect
                  on the Second Amendment and Restatement Date; and

         (N)      of Borrower and Holdings arising in connection with the Nascar
                  Sale/Leaseback.

"CONTINGENT OBLIGATION", as applied to any Person, means any direct or indirect
liability of that Person: (i) with respect to any indebtedness, lease, dividend
or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide
assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such liability will be protected (in whole or in part)
against loss with respect thereto; (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings; or (iii) under any foreign exchange
contract, currency swap agreement, interest rate swap agreement or other similar
agreement or arrangement designed to alter the risks of that Person arising from
fluctuations in currency values or interest rates. Contingent Obligations shall
also include (a) the direct or indirect guaranty, endorsement (other than for
collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of another, (b) the obligation to make take-or-pay or similar payments if
required regardless of nonperformance by any other party or parties to an
agreement, and (c) any liability of such Person for the obligations of another
through any agreement to purchase, repurchase or otherwise acquire such
obligation or any property constituting security therefor, to provide funds for
the payment or discharge of such obligation or to maintain the solvency,
financial condition or any balance sheet item or level of income of another. The
amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if not a fixed and
determined amount, the maximum amount so guaranteed.

3.5      RESTRICTED JUNIOR PAYMENTS. Each of Holdings and Borrower shall not and
shall not suffer or permit any of their respective Subsidiaries directly or
indirectly to declare, order, pay, make or set apart any sum for any Restricted
Junior Payment, except that:

         (A)      Borrower may make payments and distributions to Holdings to
                  permit Holdings to pay federal and state income taxes then due
                  and owing, franchise taxes and other similar licensing
                  expenses incurred in the ordinary course of business pursuant
                  to and provided in the Tax Sharing Agreement;

         (B)      any Wholly-Owned Subsidiary of Borrower may make Restricted
                  Junior Payments to Borrower with respect to the common stock
                  of such Wholly-Owned Subsidiary;

         (C)      Borrower may make Restricted Junior Payments to Holdings to
                  the extent, and as and when needed in order to permit Holdings
                  to pay, when due and payable, accounting and legal fees
                  incurred in the ordinary course of Holdings' business and
                  filing, registration and reporting fees and expenses
                  associated with state and federal qualifications and other
                  state, federal or regulatory compliance matters of Holdings;

                                      -30-
<PAGE>

         (D)      so long as no Event of Default is continuing or would arise as
                  a result of any such Restricted Junior Payment and after
                  giving effect to any such payment Availability under the
                  Revolving Loan Commitment plus Freely Available Cash and Cash
                  Equivalents shall equal at least $2,500,000, Borrower may make
                  Restricted Junior Payments to the extent, and as and when,
                  needed (together with any previously deferred interest
                  payments), in order to permit Holdings to make interest
                  payments, and payment of principal on or after September 30,
                  2009, to be paid only in cash as required under the Sharp
                  Note;

         (E)      so long as no Default or Event of Default is continuing or
                  would arise therefrom, loans (evidenced by one or more
                  Intercompany Notes) from Borrower to Holdings to the extent
                  necessary, after taking into account interest received by
                  Holdings on the White Note (which interest so received shall
                  be used by Holdings solely to pay interest on the CEG Closing
                  Note or as provided below in this clause (E)), to pay interest
                  which is then due and payable on the CEG Closing Note and
                  which loan shall be used by Holdings for the payment of such
                  interest so long as any such loan is repaid from such interest
                  under the White Note when such interest is received by
                  Holdings;

         (F)      only (i) (a) so long as no Event of Default under subsection
                  6.1(A) or 6.1(U) is continuing or would occur as a result of
                  any such Restricted Junior Payment; (b) so long as no
                  Compliance Certificate is overdue; and (c) so long as no Event
                  of Default under subsection 6.1(C) (as it relates to
                  subsections 4.3, 4.4, 4.5, 4.7, 4.8(A) and 4.8(B)) is
                  continuing as evidenced by a Compliance Certificate (which
                  must be for the period most recently delivered prior to such
                  payment), then, if all of the foregoing conditions have been
                  satisfied, Borrower may make Restricted Junior Payments to the
                  extent, and as and when needed in order to permit Holdings to
                  pay (x) the fees payable under section 2 of the Management
                  Agreement, but not in excess of the amount then permitted to
                  be paid under subsection 3.9 and (y) reimbursement by Holdings
                  of out-of-pocket expenses required to be reimbursed under the
                  terms of the Management Agreement, and, in each case, subject
                  to the delivery of the above mentioned Compliance Certificate
                  and (ii) so long as no Event of Default is continuing, any
                  other amounts payable under the Management Agreement;

         (G)      so long as no Event of Default arising under subsection 6.1(A)
                  is continuing or would occur as a result of any such
                  Restricted Junior Payment, Borrower may make Restricted Junior
                  Payments to Holdings to permit Holdings to pay director fees,
                  not in excess of $120,000 in any fiscal year;

         (H)      Holdings and Subsidiaries of Borrower may make payments in
                  respect of Intercompany Notes to the extent not prohibited by
                  the subordination provisions, if any, thereof;

         (I)      so long as (a) no Event of Default is continuing or would
                  arise as a result of any such Restricted Junior Payment, (b)
                  after giving effect to any such payment (i) Availability under
                  the Revolving Loan Commitment plus Freely Available Cash and
                  Cash Equivalents shall equal at least $2,500,000, (ii) the
                  Fixed Charge Coverage for Holdings and its Subsidiaries for
                  the period of four consecutive quarters ending on or most
                  recently prior to the date of such payment as if such payment
                  were made on the last date of such fiscal period shall be
                  equal to or greater than 1.2 : 1.0, (iii) the Total
                  Indebtedness of Holdings and its Subsidiaries at the time of
                  such payment to TTM EBITDA of Holdings and its Subsidiaries
                  for the period of four consecutive fiscal quarters ending on
                  or most recently prior to the date of such payment as if such
                  payment were made on the last date of such fiscal period shall
                  be equal to or less than 1.50 : 1.0, and (c) the Borrower
                  shall

                                      -31-
<PAGE>

                  have delivered to Agent a Compliance Certificate evidencing
                  compliance with the foregoing requirements, the Borrower may
                  pay a Junior Restricted Payment to Holdings, once in each
                  fiscal year, in order to permit Holdings to make a payment of
                  accrued dividends on the Convertible Preferred Stock once in
                  each fiscal year;

         (J)      so long as no Event of Default is continuing or would occur as
                  a result of such Restricted Junior Payment, Borrower may make
                  Restricted Junior Payments to provide funds to Holdings to (i)
                  purchase shares pursuant to the terms of the Stockholders
                  Agreement and (ii) make regularly scheduled payments on
                  Management Notes, so long as the Restricted Junior Payments
                  provided for pursuant to clauses (i) and (ii) of this
                  subsection 3.5(J) shall not exceed an aggregate amount, after
                  the Second Amendment and Restatement Date, of $2,500,000; and

         (K)      as of the last day of any fiscal year, Borrower or any
                  Subsidiary thereof may cause any one or more of its
                  Intercompany Notes to be converted to common equity in
                  Borrower or such Subsidiary, as applicable, to the extent
                  necessary for Borrower or such Subsidiary to comply with
                  Section 668.15(b)(7)(i)(A) of the Regulations.

"RESTRICTED JUNIOR PAYMENT" means: (i) any dividend or other distribution,
direct or indirect, on account of any shares of any class of stock of Borrower
or any of its Subsidiaries now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock to the holders of that class;
(ii) any redemption, conversion, exchange, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of stock of Borrower or any of its Subsidiaries now or
hereafter outstanding; (iii) any payment or prepayment of interest on, principal
of, premium, if any, redemption, conversion, exchange, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, any subordinated
indebtedness of Borrower or any of its Subsidiaries excluding payments required
and permitted to be made under any Intercompany Note; and (iv) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock of Borrower or any of its
Subsidiaries now or hereafter outstanding.

3.6      RESTRICTION ON FUNDAMENTAL CHANGES. Each of Holdings and Borrower shall
not and shall not suffer or permit any of their respective Subsidiaries directly
or indirectly to: (a) amend, modify or waive any term or provision of its
articles of incorporation or by-laws in any manner reasonably likely to have a
material adverse effect on any Lender or any provision of its articles of
incorporation relating to, or its certificates of designations pertaining to,
preferred stock unless required by law; (b) enter into any transaction of merger
or consolidation (other than a merger of a Wholly-Owned Subsidiary of Borrower
into or with another Wholly-Owned Subsidiary of Borrower or the merger of a
Target Person with a Wholly-Owned Subsidiary of Borrower to effect a Permitted
Acquisition); (c) liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution); or (d) acquire by purchase or otherwise all or any
substantial part of the business or assets of any other Person other than
pursuant to a Permitted Acquisition.

3.7      DISPOSAL OF ASSETS OR SUBSIDIARY STOCK. Each of Holdings and Borrower
shall not and shall not suffer or permit any of their respective Subsidiaries
directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise
dispose of, or grant any Person an option to acquire, in one transaction or a
series of transactions, any of its property, business or assets, or the capital
stock of or other equity interests in any of its Subsidiaries, whether now owned
or hereafter acquired, except for (a) bona fide sales by Borrower or any of its
Subsidiaries of inventory to customers for fair value in the ordinary course of
business and dispositions of obsolete equipment not used or useful in the
business, (b) the Nascar Sale/Leaseback and (c) Asset Dispositions by Borrower
or any of its Subsidiaries if all of the following conditions are met: (i) such
Asset Disposition does not constitute a Business Unit Disposition; (ii) such
Asset Disposition

                                      -32-
<PAGE>

does not constitute the conveyance, sale, lease, sublease, transfer or other
disposition of, or grant of an option to acquire, (x) less than 100% of the
shares of each class of capital of any Subsidiary of Borrower or (y) any shares
of any class of capital stock of Borrower; (iii) the consideration received is
at least equal to the fair market value of such assets as determined (x) in the
case of an Asset Disposition to an Affiliate of Holdings (other than Asset
Dispositions to such Affiliates in the ordinary course of business aggregating,
in any fiscal year, not more than $100,000 (higher of total consideration for
such Asset Dispositions or book value of the assets subject to such Asset
Dispositions)), by a third-party appraisal satisfactory to Agent or (y) in the
case of Asset Dispositions other than to any such Affiliate (other than such
Asset Dispositions not in excess of $750,000 in total consideration in any
fiscal year), as determined by Holdings with the approval of the Requisite
Lenders, such approval not to be withheld unreasonably; (iv) at least 85% of the
consideration received is cash; (v) the Net Proceeds of such Asset Disposition
are applied as required by subsection 1.5(C); (vi) after giving effect to the
sale or other disposition of the assets included within the Asset Disposition
and the repayment of Indebtedness with the proceeds thereof, Holdings and its
Subsidiaries are in compliance on a pro forma basis with the covenants set forth
in Section 4 recomputed for the most recently ended month for which information
is available and is in compliance with all other terms and conditions contained
in this Agreement; and (vii) no Default or Event of Default then exists or shall
result from such sale or other disposition.

3.8      TRANSACTIONS WITH AFFILIATES. Each of Holdings and Borrower shall not
and shall not suffer or permit any of their respective Subsidiaries directly or
indirectly to enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate (excluding the Remaining Subordinated Indebtedness
Documents, the other Related Transaction Documents, the Tax Sharing Agreement,
the Management Agreement, and the Employment Agreements and the Transition
Agreement) or with any director, officer or employee of Holdings or any
Subsidiary thereof, except (a) as set forth on Schedule 3.8, (b) as set forth on
Schedule 3.9, subject to the provisions of subsection 3.9, or (c) transactions
in the ordinary course of and pursuant to the reasonable requirements of the
business of Holdings, Borrower or any of their respective Subsidiaries and upon
fair and reasonable terms which, if such transaction involves more than $250,000
in the aggregate, are fully disclosed to Agent and in any event (and regardless
of the amount involved) are no less favorable to Holdings, Borrower or such
Subsidiary than would have been obtainable in a comparable arm's length
transaction with a Person that is not an Affiliate; provided, however that
nothing in this subsection 3.8 shall prohibit Borrower or Holdings from making
payments otherwise permitted by subsection 3.5, and such payments need not be
listed on Schedule 3.8. Notwithstanding the foregoing, upon the election of
Agent no payments may be made with respect to any items set forth on Schedule
3.8 upon the occurrence and during the continuation of a Default or Event of
Default.

3.9      MANAGEMENT FEES AND COMPENSATION. Each of Holdings and Borrower shall
not and shall not suffer or permit any of their respective Subsidiaries directly
or indirectly to pay any management, consulting, disposition, investment banking
or similar fees to any Affiliate or to any director, officer or employee of
Holdings, Borrower or any Subsidiary thereof except as set forth on Schedule
3.9; provided that notwithstanding the foregoing, on the Second Amendment and
Restatement Date, Holdings may pay all fees and other amounts described in
Sections 2.3(B), 2.3(D) and 2.4 of the Convertible Preferred Stock Purchase
Agreement; provided, further, that fees payable under Section 2 of, and other
amounts payable under, the Management Agreement as in effect on the Second
Amendment and Restatement Date for periods ending after September 30, 2001 shall
be permitted to be paid only to the extent that Borrower is entitled to make a
Restricted Junior Payment to Holdings for such purpose. Notwithstanding the
foregoing, upon the election of Agent no payments may be made with respect to
any items set forth on Schedule 3.9 upon the occurrence and during the
continuation of a Default or Event of Default arising under subsection 6.1(A).

                                      -33-
<PAGE>

3.10     CONDUCT OF BUSINESS. Each of Holdings and Borrower shall not suffer or
permit any of their respective Subsidiaries directly or indirectly to engage in
any business other than businesses of the type described on Schedule 3.10.
Holdings will not engage in any business activity, except its consummation of
the financing contemplated hereby, the financing contemplated by the Remaining
Subordinated Indebtedness Documents, its ownership of Borrower, its ownership of
intellectual property used in the business of the Borrower and its Subsidiaries
and its performance from time to time of its obligations under the Loan
Documents and the Related Transactions Documents to which it is a party and the
other documents referred to in subsection 3.11 to which it is a party, and
activities incidental thereto.

3.11     CHANGES RELATING TO SUBORDINATED INDEBTEDNESS AND OTHER AGREEMENTS.
Each of Holdings and Borrower shall not and shall not suffer or permit any of
their respective Subsidiaries directly or indirectly to change or amend (A) the
terms of the Remaining Subordinated Indebtedness if the effect of such amendment
is to: (1) increase the interest rate on such Indebtedness; (2) foreshorten the
dates upon which payments of principal or interest are due on such Indebtedness;
(3) change any event of default or change any covenant with respect to such
Indebtedness in a manner which is adverse to any Loan Party; (4) change the
prepayment provisions of such Indebtedness in a manner which is adverse to any
Lender; (5) add any event of default or add any covenant; (6) change any of the
subordination provisions thereof (or the subordination terms of any guaranty
thereof) or change any provision which restricts Holdings, Borrower or any of
their respective Subsidiaries from amending any of the Loan Documents or
incurring Obligations or Liens in respect thereof; or (7) change or amend any
other term if such change or amendment described in this clause (7) would
materially increase the obligations of the obligor or confer additional material
rights on the holder of such Indebtedness in a manner adverse to Holdings,
Borrower or any of their respective Subsidiaries or Agent or Lenders, (B) any of
the terms of the Convertible Preferred Stock Purchase Agreement, that certain
Subscription Agreement dated September 30, 1999 by the shareholders listed
therein and Holdings (the "1999 SUBSCRIPTION AGREEMENT"), the Asset Purchase
Agreement, the Securities Purchase Agreement, any Redemption Agreement or the
Exchange Agreement (each as defined therein), the Preferred Stock, the Tax
Sharing Agreement, the Management Agreement or the NTT Purchase Agreement, in
each case under this clause (B), in a manner which is materially adverse to any
Lender or (C) any of the terms of the CEG Closing Note.

3.12     FISCAL YEAR. Neither Holdings, nor Borrower nor any other Subsidiary of
Holdings shall change its fiscal year.

3.13     PRESS RELEASES; PUBLIC OFFERING MATERIALS. Each of Holdings and
Borrower shall not and shall not suffer or permit any of their respective
Subsidiaries to issue any press releases or other public disclosure, including
but not limited to any prospectus, proxy statement or other material filed with
any governmental entity relating to a public offering of the capital stock of
Holdings, Borrower or any of their respective Subsidiaries, using the name of
Agent or any Lender or any of their respective affiliates or referring to this
Agreement, the other Loan Documents or the Related Transactions Documents
without at least two Business Days' prior notice to Agent or the appropriate
Lender and without the prior written consent of Agent or the appropriate Lender,
which consent shall not be withheld unreasonably, unless (and only to the extent
that) Holdings, Borrower or the relevant Subsidiary is required to do so under
law and then, in any event, Holdings or the relevant Subsidiary shall consult
with Agent or the appropriate Lender before issuing such press release or other
public disclosure. Any tombstone or similar advertising material relating to the
financing transactions contemplated by this Agreement to be published by Agent
or any Lender shall be subject to the prior written consent of Borrower (not to
be withheld unreasonably) following at least two Business Days' prior notice to
Borrower. Agent and Lenders reserve the right to provide to industry trade
organizations information necessary and customary for inclusion in league table
measurements.

                                      -34-
<PAGE>

3.14     SUBSIDIARIES. Each of Holdings and Borrower shall not and shall not
suffer or permit any of their respective Subsidiaries directly or indirectly to
establish, create or acquire any new Subsidiary except as part of a Permitted
Acquisition or the opening of an Institution (which is not owned and operated by
Borrower and its Subsidiaries as of the Second Amendment and Restatement Date.

                                    SECTION 4

                          FINANCIAL COVENANTS/REPORTING

Each of Borrower and Holdings covenants and agrees that so long as the Revolving
Loan Commitment is in effect and until payment in full in cash of all
Obligations and termination of all Lender Letters of Credit and Risk
Participation Agreements, unless Requisite Lenders shall otherwise give their
prior written consent, each of Borrower and Holdings shall perform and comply
with, and shall cause each of its Subsidiaries to perform and comply with, all
covenants in this Section 4 applicable to such Person.

4.1      CAPITAL EXPENDITURE LIMITS. The aggregate amount of all Capital
Expenditures of Holdings and its Subsidiaries will not exceed $9,000,000
annually for each fiscal year of Holdings (the "CAPEX LIMIT"), and no Capital
Expenditures shall be made other than by Borrower and Subsidiaries of Borrower;.
Notwithstanding the foregoing, in the event Borrower and Subsidiaries of
Borrower do not expend the entire Capex Limit permitted in any fiscal year,
Borrower and its Subsidiaries may carry forward to the immediately succeeding
fiscal year 100% of the unutilized portion (not to exceed $3,000,000) of the
Capex Limit. All Capital Expenditures made by Borrower and its Subsidiaries
shall first be applied to reduce the applicable Capex Limit and then to reduce
the carry forward from the previous fiscal year, if any. "CAPITAL EXPENDITURES"
will be calculated as illustrated on Exhibit 4.8(C). For purposes of those
calculations, Capital Expenditures of Holdings and its Subsidiaries for the
fiscal quarter ending on the last day of September, 2001, shall be deemed to be
$1,310,000, Capital Expenditures of Holdings and its Subsidiaries for the fiscal
quarter ending on the last day of December, 2001, shall be deemed to be
$3,079,000, and Capital Expenditures of Holdings and its Subsidiaries for the
month ending January, 2002, shall be deemed to be $1,223,000

4.2      OMITTED.

4.3      EBITDA. Borrower shall not permit EBITDA for any period of four
consecutive fiscal quarters ending on the last day of any month set forth below
to be less than the amount set forth below for such period:

<TABLE>
<CAPTION>
------------------------------------------------------
      PERIOD                            AMOUNT
------------------------------------------------------
<S>                                  <C>
June 30, 2002                        $18,000,000
------------------------------------------------------
September 30, 2002                   $18,000,000
------------------------------------------------------
December 31, 2002                    $18,125,000
------------------------------------------------------
March 31, 2003                       $18,250,000
------------------------------------------------------
June 30, 2003                        $18,375,000
------------------------------------------------------
September 30, 2003                   $18,500,000
------------------------------------------------------
December 31, 2003                    $18,750,000
------------------------------------------------------
March 31, 2004                       $19,000,000
------------------------------------------------------
June 30, 2004                        $19,250,000
------------------------------------------------------
September 30, 2004                   $19,500,000
------------------------------------------------------
December 31, 2004                    $20,000,000
------------------------------------------------------
March 31, 2005                       $20,500,000
------------------------------------------------------
June 30, 2005                        $21,000,000
------------------------------------------------------
September 30, 2005                   $21,500,000
------------------------------------------------------
</TABLE>

                                      -35-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------
      PERIOD                            AMOUNT
------------------------------------------------------
<S>                                  <C>
December 31, 2005                    $22,750,000
------------------------------------------------------
March 31, 2006                       $22,750,000
------------------------------------------------------
June, 30, 2006                       $22,750,000
------------------------------------------------------
September 30, 2006                   $22,750,000
------------------------------------------------------
December 31, 2006                    $23,750,000
------------------------------------------------------
March 31, 2007                       $23,750,000
------------------------------------------------------
June 30, 2007                        $23,750,000
------------------------------------------------------
September 30, 2007                   $23,750,000
------------------------------------------------------
December 31, 2007                    $24,500,000
------------------------------------------------------
March 31, 2008                       $24,500,000
------------------------------------------------------
June 30, 2008                        $24,500,000
------------------------------------------------------
September 30, 2008                   $24,500,000
------------------------------------------------------
December 31, 2008                    $25,000,000
------------------------------------------------------
March 31, 2009                       $25,000,000
------------------------------------------------------
</TABLE>

"EBITDA" will be calculated as illustrated on Exhibit 4.8(C). For purposes of
those calculations, EBITDA for the Borrower for the fiscal quarter ending on the
last day of September, 2001, shall be deemed to be $5,267,000, EBITDA for the
Borrower for the fiscal quarter ending on the last day of December, 2001, shall
be deemed to be $8,313,000, and EBITDA for the Borrower for the month ending
January, 2002, shall be deemed to be $3,592,000.

4.4      FIXED CHARGE COVERAGE. Holdings and Borrower shall not suffer or permit
Fixed Charge Coverage of Holdings and its Subsidiaries for any period of four
consecutive fiscal quarters ending on the last day of any month set forth below
to be less than the amount set forth opposite such period:

<TABLE>
<CAPTION>
------------------------------------------------------
      PERIOD                           AMOUNT
------------------------------------------------------
<S>                                  <C>
June 30, 2002                        1.00 : 1.00
------------------------------------------------------
September 30, 2002                   1.00 : 1.00
------------------------------------------------------
December 31, 2002                    1.00 : 1.00
------------------------------------------------------
March 31, 2003                       1.00 : 1.00
------------------------------------------------------
June 30, 2003                        1.00 : 1.00
------------------------------------------------------
September 30, 2003                   1.00 : 1.00
------------------------------------------------------
December 31, 2003                    1.02 : 1.00
------------------------------------------------------
March 31, 2004                       1.03 : 1.00
------------------------------------------------------
June 30, 2004                        1.04 : 1.00
------------------------------------------------------
September 30, 2004                   1.05 : 1.00
------------------------------------------------------
December 31, 2004                    1.07 : 1.00
------------------------------------------------------
March 31, 2005                       1.08 : 1.00
------------------------------------------------------
June 30, 2005                        1.09 : 1.00
------------------------------------------------------
September 30, 2005                   1.10 : 1.00
------------------------------------------------------
December 31, 2005                    1.10 : 1.00
------------------------------------------------------
March 31, 2006                       1.10 : 1.00
------------------------------------------------------
June, 30, 2006                       1.10 : 1.00
------------------------------------------------------
September 30, 2006                   1.10 : 1.00
------------------------------------------------------
December 31, 2006                    1.10 : 1.00
------------------------------------------------------
March 31, 2007                       1.10 : 1.00
------------------------------------------------------
June 30, 2007                        1.10 : 1.00
------------------------------------------------------
September 30, 2007                   1.10 : 1.00
------------------------------------------------------
</TABLE>

                                      -36-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------
      PERIOD                           AMOUNT
------------------------------------------------------
<S>                                  <C>
December 31, 2007                    1.10 : 1.00
------------------------------------------------------
March 31, 2008                       1.10 : 1.00
------------------------------------------------------
June 30, 2008                        1.10 : 1.00
------------------------------------------------------
September 30, 2008                   1.10 : 1.00
------------------------------------------------------
December 31, 2008                    1.10 : 1.00
------------------------------------------------------
March 31, 2009                       1.10 : 1.00
------------------------------------------------------
</TABLE>

"FIXED CHARGE COVERAGE" will be calculated as illustrated on Exhibit 4.8(C). For
purposes of those calculations, Fixed Charges for the Borrower for the fiscal
quarter ending on the last day of September, 2001, shall be deemed to be
$608,000, Fixed Charges for the Borrower for the fiscal quarter ending on the
last day of December, 2001, shall be deemed to be $1,209,000, and Fixed Charges
for the Borrower for the month ending January, 2002, shall be deemed to be
$588,000, and Interest Expenses for the four consecutive fiscal quarters ending
on the last day of June, 2002, shall be deemed to be Interest Expenses for the
fiscal quarter ending on said day multiplied by four, Interest Expenses for the
four consecutive fiscal quarters ending on the last day of September, 2002,
shall be deemed to be the sum of Interest Expenses for the fiscal quarters
ending on the last day of June, 2002, and the last day of September, 2002,
multiplied by two, and Interest Expenses for the four consecutive fiscal
quarters ending on the last day of December, 2002, shall be deemed to be the sum
of Interest Expenses for the fiscal quarters ending on the last day of June,
2002, the last day of September, 2002, and the last day of December, 2002,
multiplied by 1.33.

4.5      TOTAL INTEREST COVERAGE. Holdings and Borrower shall not suffer or
permit Total Interest Coverage of Holdings and its Subsidiaries for any period
of four consecutive fiscal quarters ending on the last day of any month set
forth below to be less than the amount set forth opposite such period:

<TABLE>
<CAPTION>
------------------------------------------------------
      Period                           Amount
------------------------------------------------------
<S>                                  <C>
June 30, 2002                        3.00 : 1.00
------------------------------------------------------
September 30, 2002                   3.00 : 1.00
------------------------------------------------------
December 31, 2002                    3.00 : 1.00
------------------------------------------------------
March 31, 2003                       3.00 : 1.00
------------------------------------------------------
June 30, 2003                        3.00 : 1.00
------------------------------------------------------
September 30, 2003                   3.00 : 1.00
------------------------------------------------------
December 31, 2003                    3.00 : 1.00
------------------------------------------------------
March 31, 2004                       3.00 : 1.00
------------------------------------------------------
June 30, 2004                        3.00 : 1.00
------------------------------------------------------
September 30, 2004                   3.00 : 1.00
------------------------------------------------------
December 31, 2004                    3.00 : 1.00
------------------------------------------------------
March 31, 2005                       3.00 : 1.00
------------------------------------------------------
June 30, 2005                        3.00 : 1.00
------------------------------------------------------
September 30, 2005                   3.00 : 1.00
------------------------------------------------------
December 31, 2005                    3.00 : 1.00
------------------------------------------------------
March 31, 2006                       3.00 : 1.00
------------------------------------------------------
June, 30, 2006                       3.00 : 1.00
------------------------------------------------------
September 30, 2006                   3.00 : 1.00
------------------------------------------------------
December 31, 2006                    3.00 : 1.00
------------------------------------------------------
March 31, 2007                       3.00 : 1.00
------------------------------------------------------
June 30, 2007                        3.00 : 1.00
------------------------------------------------------
September 30, 2007                   3.00 : 1.00
------------------------------------------------------
</TABLE>

                                      -37-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------
      Period                           Amount
------------------------------------------------------
<S>                                  <C>
December 31, 2007                    3.00 : 1.00
------------------------------------------------------
March 31, 2008                       3.00 : 1.00
------------------------------------------------------
June 30, 2008                        3.00 : 1.00
------------------------------------------------------
September 30, 2008                   3.00 : 1.00
------------------------------------------------------
December 31, 2008                    3.00 : 1.00
------------------------------------------------------
March 31, 2009                       3.00 : 1.00
------------------------------------------------------
</TABLE>

"TOTAL INTEREST COVERAGE" will be calculated as illustrated on Exhibit 4.8(C).
For purposes of those calculations, Interest Expenses for the four consecutive
fiscal quarters ending on the last day of June, 2002, shall be deemed to be
Interest Expenses for the fiscal quarter ending on said day multiplied by four,
Interest Expenses for the four consecutive fiscal quarters ending on the last
day of September, 2002, shall be deemed to be the sum of Interest Expenses for
the fiscal quarters ending on the last day of June, 2002, and the last day of
September, 2002, multiplied by two, and Interest Expenses for the four
consecutive fiscal quarters ending on the last day of December, 2002, shall be
deemed to be the sum of Interest Expenses for the fiscal quarters ending on the
last day of June, 2002, the last day of September, 2002, and the last day of
December, 2002, multiplied by 1.33.

4.6      OMITTED.

4.7      TOTAL INDEBTEDNESS TO TTM EBITDA RATIO. Holdings and Borrower shall not
suffer or permit as of the last day of any fiscal quarter ending on the last day
of any month set forth below the ratio of (a) Total Indebtedness of Holdings and
its Subsidiaries to (b) TTM EBITDA of Holdings and its Subsidiaries for the
period of four consecutive fiscal quarters ending on the last day of such fiscal
quarter, to be greater than the amount set forth below opposite such day:

<TABLE>
<CAPTION>
------------------------------------------------------
      PERIOD                           AMOUNT
------------------------------------------------------
<S>                                  <C>
June 30, 2002                        3.25 : 1.00
------------------------------------------------------
September 30, 2002                   3.25 : 1.00
------------------------------------------------------
December 31, 2002                    3.25 : 1.00
------------------------------------------------------
March 31, 2003                       3.25 : 1.00
------------------------------------------------------
June 30, 2003                        3.18 : 1.00
------------------------------------------------------
September 30, 2003                   3.12 : 1.00
------------------------------------------------------
December 31, 2003                    3.06 : 1.00
------------------------------------------------------
March 31, 2004                       3.00 : 1.00
------------------------------------------------------
June 30, 2004                        2.93 : 1.00
------------------------------------------------------
September 30, 2004                   2.87 : 1.00
------------------------------------------------------
December 31, 2004                    2.81 : 1.00
------------------------------------------------------
March 31, 2005                       2.75 : 1.00
------------------------------------------------------
June 30, 2005                        2.50 : 1.00
------------------------------------------------------
September 30, 2005                   2.50 : 1.00
------------------------------------------------------
December 31, 2005                    2.50 : 1.00
------------------------------------------------------
March 31, 2006                       2.50 : 1.00
------------------------------------------------------
June, 30, 2006                       2.00 : 1.00
------------------------------------------------------
September 30, 2006                   2.00 : 1.00
------------------------------------------------------
December 31, 2006                    2.00 : 1.00
------------------------------------------------------
March 31, 2007                       2.00 : 1.00
------------------------------------------------------
June 30, 2007                        1.75 : 1.00
------------------------------------------------------
September 30, 2007                   1.75 : 1.00
------------------------------------------------------
</TABLE>

                                      -38-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------
      PERIOD                           AMOUNT
------------------------------------------------------
<S>                                  <C>
December 31, 2007                    1.75 : 1.00
------------------------------------------------------
March 31, 2008                       1.75 : 1.00
------------------------------------------------------
June 30, 2008                        1.75 : 1.00
------------------------------------------------------
September 30, 2008                   1.75 : 1.00
------------------------------------------------------
December 31, 2008                    1.75 : 1.00
------------------------------------------------------
March 31, 2009                       1.75 : 1.00
------------------------------------------------------
</TABLE>

4.8      FINANCIAL STATEMENTS AND OTHER REPORTS. Holdings shall maintain, and
cause each of its Subsidiaries to maintain, a system of accounting established
and administered in accordance with sound business practices to permit
preparation of financial statements in conformity with GAAP (it being understood
that monthly financial statements are not required to have footnote disclosures
and are subject to year end adjustments). Holdings will deliver each of the
financial statements and other reports described below to Agent and each Lender.

         (A)      MONTHLY FINANCIALS. As soon as available and in any event
                  within forty-five (45) days after the end of each month
                  (including the last month of each fiscal year), Holdings will
                  deliver (1) the consolidated and consolidating balance sheets
                  of Holdings and its Subsidiaries, as at the end of such month,
                  and the related consolidated and consolidating statements of
                  income, stockholders' equity and cash flow for such month and
                  for the period from the beginning of the then current fiscal
                  year of Holdings to the end of such month, which shall also
                  set forth EBITDA for such month and for the trailing 12-month
                  period and (2) a comparison of such monthly financials to the
                  corresponding figures for the corresponding month of the prior
                  fiscal year and the most recent Projections for the current
                  fiscal year delivered pursuant to subsection 4.8(J) and (3) a
                  detail of non-recurring items included in the TTM EBITDA and a
                  comparison of these non-recurring items with those of the
                  prior year.

         (B)      YEAR-END FINANCIALS. As soon as available and in any event
                  within one hundred twenty (120) days after the end of each
                  fiscal year of Holdings, Holdings will deliver (1) the
                  consolidated balance sheets of Holdings and its Subsidiaries,
                  as at the end of such year, and the related consolidated and
                  consolidating statements of income, stockholders' equity and
                  cash flow for such fiscal year and (2) a report with respect
                  to the financial statements from a firm of Certified Public
                  Accountants selected by Holdings and reasonably acceptable to
                  Agent, which report shall be prepared in accordance with
                  Statement of Auditing Standards No. 58 (the "STATEMENT")
                  entitled "Reports on Audited Financial Statements" and such
                  report shall be "Unqualified" (as such term is defined in such
                  Statement).

         (C)      COMPLIANCE CERTIFICATE. Together with each delivery of
                  financial statements of Holdings and its Subsidiaries pursuant
                  to subsections 4.8(A) and 4.8(B) above, Holdings will deliver
                  a fully and properly completed Compliance Certificate
                  substantially in the form of Exhibit 4.8(C).

         (D)      OMITTED.

         (E)      ACCOUNTANTS' REPORTS. Promptly upon receipt thereof, Holdings
                  will deliver copies of all significant reports submitted by
                  Holdings' firm of certified public accountants in connection
                  with each annual, interim or special audit or review of any
                  type of the financial statements or related internal control
                  systems of Holdings made by such

                                      -39-
<PAGE>

                  accountants, including any comment letter submitted by such
                  accountants to management in connection with their services.

         (F)      OMITTED.

         (G)      DOE LETTER OF CREDIT REQUIREMENT. If the DOE demands, requests
                  or requires (or gives notice of same) of any change to the
                  letter of credit requirement that Borrower or any of its
                  Institution Subsidiaries must provide for the fiscal year of
                  Borrower ending most recently prior to such demand, request or
                  requirement received by Borrower's Institution Subsidiaries
                  (in the case of such a demand, request or requirement on
                  Borrower) or such Institution Subsidiary (in the case of such
                  a demand, request or requirement on an Institution
                  Subsidiary), the Borrower shall promptly inform Agent of such
                  requirement and in no event shall such notice be received
                  later than seven (7) business days following Borrower's
                  knowledge of such demand, request or requirement or of such
                  notice from the DOE.

         (H)      ADDITIONAL DELIVERIES. As soon as available and in no event
                  later than thirty (30) days after the last day of each of
                  Holdings' fiscal years, Holdings will deliver evidence that:
                  (i) to the extent Holdings and its Subsidiaries must comply
                  with Sections 668.8(d)(3) and 668.8(e) of the Regulations, no
                  less than 70% of the students who enrolled in the educational
                  programs offered by the Institutions graduated from such
                  programs, as calculated by the method set forth at Section
                  668.8(f) of the Regulations, (ii) to the extent Holdings and
                  its Subsidiaries must comply with Sections 668.8(d)(3) and
                  668.8(e) of the Regulations, no less than 70% of the students
                  who graduated from such educational programs offered by each
                  of the Institutions secured employment in a field related to
                  such program within six months of completing the program, as
                  calculated by the method set forth at Section 668.8(g) of the
                  Regulations, (iii) the Cohort Default Rate for each of the
                  Institutions, as determined by the DOE, did not exceed 25% for
                  three (3) consecutive years, and (iv) the Institutions have
                  derived no more than 90% of their revenues from Title IV,
                  Higher Education Act program funds, as calculated by the
                  formula set forth at Section 600.5(d) of the Regulations.

         (I)      APPRAISALS. (i) From time to time, if Agent or any Lender
                  determines that obtaining appraisals is necessary in order for
                  Agent or such Lender to comply with applicable laws or
                  regulations, Agent will, at Borrower's expense, obtain
                  appraisal reports in form and substance and from appraisers
                  satisfactory to Agent stating the then current fair market
                  values of all or any portion of the Real Estate owned by
                  Borrower or any of its Subsidiaries. In addition to the
                  foregoing, from time to time while an Event of Default is
                  continuing, Agent may require Borrower to obtain and deliver
                  to Agent appraisal reports in form and substance and from
                  appraisers satisfactory to Agent stating the then current
                  market values of all or any portion of the Real Estate and
                  personal property owned by Borrower or any of its
                  Subsidiaries. (ii) At the Borrower's expense, the Agent shall
                  have the right once per year, unless there exists a Default or
                  an Event of Default (in which case, Agent shall have the right
                  as often as it may request), (x) to audit the existence and
                  condition of the Collateral and (y) to review compliance with
                  the Loan Documents.

         (J)      PROJECTIONS. As soon as available and in any event no later
                  than thirty (30) days after the last day of each of Holdings'
                  fiscal years, Holdings will deliver Projections of Holdings
                  and its Subsidiaries for the forthcoming fiscal year, on a
                  month by month basis.

                                      -40-
<PAGE>

         (K)      SEC FILINGS AND PRESS RELEASES. Promptly upon their becoming
                  available, Holdings will deliver copies of (1) all financial
                  statements, reports, notices and proxy statements sent or made
                  available by Holdings or any of its Subsidiaries to its public
                  security holders (including, without limitation, the holders
                  of Holdings Subordinated Indebtedness), (2) all regular and
                  periodic reports and all registration statements and
                  prospectuses, if any, filed by Holdings or any of its
                  Subsidiaries with any securities exchange or with the
                  Securities and Exchange Commission or any governmental or
                  private regulatory authority, and (3) all press releases and
                  other statements made available by Holdings or any of its
                  Subsidiaries to its public security holders concerning
                  developments in the business of any such Person.

         (L)      EVENTS OF DEFAULT, ETC. Promptly upon any Responsible Officer
                  of Holdings or any of its Subsidiaries obtaining knowledge of
                  any of the following events or conditions, Borrower shall
                  deliver copies of all notices given or received by Holdings or
                  any of its Subsidiaries with respect to any such event or
                  condition and a certificate of Holdings' or such Subsidiary's
                  chief executive officer specifying the nature and period of
                  existence of such event or condition and what action Holdings
                  or such Subsidiary has taken, is taking and proposes to take
                  with respect thereto: (1) any condition or event that
                  constitutes an Event of Default or Default; (2) any notice
                  that any Person has given to Borrower or any of its
                  Subsidiaries or any other action taken with respect to a
                  claimed default or event or condition of the type referred to
                  in subsection 6.1(B); or (3) any event or condition that could
                  reasonably be expected to result in any Material Adverse
                  Effect.

         (M)      LITIGATION. Within ten (10) days following the date any
                  officer of Holdings or any of its Subsidiaries obtains
                  knowledge of (1) the institution of any action, suit,
                  proceeding, governmental investigation or arbitration against
                  or affecting Holdings or any of its Subsidiaries or any
                  property of Holdings or any of its Subsidiaries not previously
                  disclosed by Holdings or any of its Subsidiaries to Agent or
                  (2) any material development in any action, suit, proceeding,
                  governmental investigation or arbitration at any time pending
                  against or affecting Holdings or any of its Subsidiaries or
                  any property of Holdings or any of its Subsidiaries which, in
                  the case of (1) or (2), could reasonably be expected to have a
                  Material Adverse Effect, Holdings or such Subsidiary will give
                  notice thereof to Agent and provide such other information as
                  may be reasonably available to them to enable Agent and its
                  counsel to evaluate such matter.

         (N)      SUPPLEMENTED SCHEDULES; NOTICE OF CORPORATE CHANGES. Annually,
                  concurrently with Holdings' delivery of the Projections
                  required by subsection 4.8(J), Holdings shall supplement in
                  writing and deliver revisions of the Schedules annexed to this
                  Agreement to the extent necessary to disclose new or changed
                  facts or circumstances after the Second Amendment and
                  Restatement Date; provided that subsequent disclosures shall
                  not constitute a cure or waiver of any Default or Event of
                  Default resulting from the matters disclosed. Holdings shall
                  provide prompt written notice of (1) all jurisdictions in
                  which Holdings or any of its Subsidiaries becomes qualified
                  after the Second Amendment and Restatement Date to transact
                  business, (2) any material change after the Second Amendment
                  and Restatement Date in the authorized and issued capital
                  stock or other equity interests of Holdings or any of its
                  Subsidiaries or any other material amendment to their charter,
                  by-laws or other organization documents and (3) any Subsidiary
                  created or acquired by Holdings or any of its Subsidiaries
                  after the Second Amendment and Restatement Date, such notice,
                  in each case, to identify the applicable jurisdictions,
                  capital structures or Subsidiaries, as applicable.

                                      -41-
<PAGE>

         (O)      OTHER INFORMATION. With reasonable promptness, Holdings will
                  deliver such other information and data with respect to
                  Holdings or any of its Subsidiaries as from time to time may
                  be reasonably requested by Agent.

4.9      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
UNDER AGREEMENT. For purposes of this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to such terms in
conformity with GAAP. Financial statements and other information furnished to
Agent pursuant to subsection 4.8 shall be prepared in accordance with GAAP as in
effect at the time of such preparation. No "Accounting Changes" (as defined
below) shall affect financial covenants, standards or terms in this Agreement;
provided that Holdings shall prepare footnotes to each Compliance Certificate
and the financial statements required to be delivered hereunder that show the
differences between the financial statements delivered (which reflect such
Accounting Changes) and the basis for calculating financial covenant compliance
(without reflecting such Accounting Changes). "ACCOUNTING CHANGES" means: (a)
changes in accounting principles required by GAAP and implemented by Borrower;
(b) changes in accounting principles recommended by Holdings' certified public
accountants and implemented by Holdings; (c) changes in carrying value of
Holdings' or any of its Subsidiaries' assets, liabilities or equity accounts
resulting from (i) the application of purchase accounting principles (A.P.B. 16
and/or 17 or SFAS 141, as applicable, and EITF 88-16 and FASB 109) to the
Related Transactions or (ii) as the result of any other adjustments that, in
each case, were applicable to, but not included in, the Pro Forma and (d)
changes in the manner in which prepaid student acquisition costs are capitalized
and subsequently expensed.

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

In order to induce Agent and Lenders to enter into this Agreement, to make Loans
and to issue Lender Letters of Credit and Risk Participation Agreements,
Holdings and Borrower represent and warrant to Agent and each Lender that the
following statements are and, after giving effect to the Related Transactions,
will be true, correct and complete:

5.1      DISCLOSURE. No representation or warranty of Holdings or any of its
Subsidiaries contained in this Agreement, the financial statements referred to
in subsection 5.5, the other Related Transactions Documents or any other
document, certificate or written statement furnished to Agent or any Lender by
or on behalf of any such Person for use in connection with the Loan Documents or
the Related Transactions Documents contains ((x) in the case of the Related
Transactions Documents and documents, certificates and written statements
furnished in connection therewith, as of the date first made or as of the date
such document, certificate or written statement was delivered or (y) in the case
of this Agreement, the other Loan Documents or any document, certificate or
written statement furnished in connection therewith, as of the date made,
repeated or delivered, as applicable) any untrue statement of a material fact or
omitted, omits or will omit (in each case, as of the respective dates specified
in (x) or (y) above) to state a material fact necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances in which the same were made; provided that to the extent any such
information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast, projection or expressions of opinion, each of Holdings
and the Borrower represents only that it acted in good faith and utilized
reasonable assumptions and due care in the preparation of such information,
report, financial statement, exhibit or schedule. It is recognized that such
projections, estimates and forecasts are subject to significant contingencies
and uncertainties, many of which are beyond the control of Holdings and Borrower
and that no assurances are given that such projections, estimates and forecasts
will be achieved.

                                      -42-
<PAGE>

5.2      NO MATERIAL ADVERSE EFFECT. Since September 30, 2001, there have been
no events or changes in facts or circumstances affecting Holdings or any of its
Subsidiaries which individually or in the aggregate have had or could reasonably
be expected to have a Material Adverse Effect and that have not been disclosed
herein or in the attached Schedules.

5.3      NO DEFAULT.

         (A)      The consummation of the UTI Related Transactions did not as of
                  the Closing Date and will not violate, the consummation of the
                  NTT Related Transactions did not and will not violate, and the
                  consummation of the Penske/Charlesbank Related Transactions
                  does not conflict with, result in a breach of, or constitute a
                  default (with due notice or lapse of time or both) under any
                  contract of Holdings or any of its Subsidiaries or of the
                  Companies except if such violations, conflicts, breaches or
                  defaults have either been waived on or before the Closing Date
                  with respect to the UTI Related Transactions, the Amendment
                  and Restatement Date with respect to the NTT Related
                  Transactions, or the Second Amendment and Restatement Date
                  with respect to the Penske/Charlesbank Related Transactions,
                  and are disclosed on Schedule 5.3 or could not reasonably be
                  expected to have, either individually or in the aggregate, a
                  Material Adverse Effect.

         (B)      Each component of the Related Transactions (including, without
                  limitation, the redemptions) were consummated, as of the
                  Closing Date, with respect to the UTI Related Transactions, as
                  of the Amendment and Restatement Date with respect to the NTT
                  Related Transactions or as of the Second Amendment and
                  Restatement Date with respect to the Penske/Charlesbank
                  Related Transactions (a) in accordance with the respective
                  terms of the applicable Related Transaction Documents in the
                  form supplied to Agent, without modification, waiver or
                  amendment, except those which had the prior written consent of
                  Agent or which, neither individually or in the aggregate, were
                  material, (b) in compliance with all applicable laws,
                  including, without limitation, Title IV and the Regulations,
                  the Delaware General Corporation Law, the Code, all
                  regulations of the IRC and the United States Department of
                  Labor applicable to employee stock ownership plans, the
                  Regulations and the laws pursuant to which the Regulations
                  were promulgated, the Hart-Scott-Rodino Antitrust Improvements
                  Act of 1976, as amended, the corporate laws of each state in
                  which any corporation now controlled by Holdings is or was
                  prior to its merger with Holdings or an entity controlled by
                  Holdings incorporated, and the laws of all states in which any
                  Institution is located applicable to such Institution.

         (C)      Neither the execution, delivery or performance by Holdings or
                  any of its Subsidiaries of this Agreement or any other Loan
                  Document (i) contravenes (x) any law or regulation (including,
                  without limitation, the laws and regulations referred to above
                  in this paragraph, Regulations T, U and X of the Board of
                  Governors of the Federal Reserve System and the Investment
                  Company Act of 1940, as amended) or (y) any contract,
                  agreement, indenture, lease or other instrument to which
                  Holdings or any Subsidiary is a party or by which any of their
                  respective assets is bound, or (ii) requires any consent of,
                  filing or registration with or approval from any governmental
                  entity or authority, except as disclosed on Schedule 5.3.

5.4      ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.

         (A)      ORGANIZATION AND POWERS. Each of Holdings and each of its
                  Subsidiaries is a corporation duly organized, validly existing
                  and in good standing under the laws of its jurisdiction of
                  incorporation (which jurisdiction is set forth on Schedule
                  5.4(A)). Each of Holdings and

                                      -43-

<PAGE>

                  each of its Subsidiaries has all requisite corporate power and
                  authority to own and operate its properties, to carry on its
                  business as now conducted and proposed to be conducted, to
                  enter into each Related Transactions Document and Loan
                  Documents to which it is a party and to carry out the Related
                  Transactions and the Obligations.

         (B)      CAPITALIZATION. Immediately after giving effect to the
                  consummation of the Penske/Charlesbank Related Transactions on
                  the Second Amendment and Restatement Date, (i) the authorized
                  capital stock of each of Holdings and each of its Subsidiaries
                  is as set forth on Schedule 5.4(B), (ii) all issued and
                  outstanding shares of capital stock of each of Holdings and
                  each of its Subsidiaries are duly authorized and validly
                  issued, fully paid, nonassessable, free and clear of all Liens
                  other than those in favor of Agent, for the benefit of Agent
                  and Lenders, and such shares were issued in compliance with
                  all applicable state and federal laws concerning the issuance
                  of securities, (iii) the capital stock of each of Holdings and
                  each of its Subsidiaries is owned by the stockholders and in
                  the amounts set forth on Schedule 5.4(B), (iv) no shares of
                  the capital stock of Holdings or any of its Subsidiaries,
                  other than those described above, are issued and outstanding
                  and (v) except as set forth on Schedule 5.4(B), there are no
                  preemptive or other outstanding rights, options, warrants,
                  conversion rights or similar agreements or understandings for
                  the purchase or acquisition from Holdings or any of its
                  Subsidiaries, of any shares of capital stock or other
                  securities of any such entity.

         (C)      BINDING OBLIGATION. This Agreement, the other Loan Documents
                  and the Related Transactions Documents are the legally valid
                  and binding obligations of the applicable parties thereto,
                  each enforceable against each of such parties, as applicable,
                  in accordance with their respective terms.

         (D)      QUALIFICATION. Each of Holdings and each of its Subsidiaries
                  is duly qualified and in good standing wherever necessary to
                  carry on its business and operations, except in jurisdictions
                  in which the failure to be qualified and in good standing
                  could not reasonably be expected to have a Material Adverse
                  Effect. All jurisdictions in which each of Holdings and each
                  of its Subsidiaries is qualified to do business are set forth
                  on Schedule 5.4(D).

5.5      FINANCIAL STATEMENTS. All financial statements concerning Holdings and
its Subsidiaries which have been or will hereafter be furnished to Agent
pursuant to this Agreement, including those listed below, have been or will be
prepared in accordance with GAAP consistently applied (except as disclosed
therein; it being understood that monthly financial statements are not required
to have footnote disclosures and are subject to year-end adjustments) and do or
will present fairly the financial condition of the corporations covered thereby
as at the dates thereof and the results of their operations for the periods then
ended.

         (A)      The audited balance sheets at September 30, 2001 (including
                  all notes thereto) and related statements of income of
                  Holdings and its Subsidiaries for the fiscal year then ended,
                  certified by PricewaterhouseCoopers LLP.

         (B)      The unaudited balance sheets at January 31, 2002 (including
                  all notes thereto) and related statements of income for the
                  four months then ended.

5.6      INTELLECTUAL PROPERTY. Holdings and each of its Subsidiaries owns, is
licensed to use or otherwise has the right to use, all patents, trademarks,
trade names, copyrights, technology, know-how and processes used in or necessary
for the conduct of its business as currently conducted that are material

                                      -44-

<PAGE>

to the condition (financial or other), business or operations of Holdings and
its Subsidiaries (collectively called "INTELLECTUAL PROPERTY") and all such
Intellectual Property is identified on Schedule 5.6 (other than software
licenses granted by third party vendors) and fully protected and/or duly and
properly registered, filed or issued in the appropriate office and jurisdictions
for such registrations, filings or issuances. Except as disclosed in Schedule
5.6, the use of such Intellectual Property by Holdings and its Subsidiaries does
not and has not been alleged by any Person to infringe on the rights of any
Person.

5.7      INVESTIGATIONS, AUDITS, ETC. Except as set forth on Schedule 5.7 or
Subschedule 7.1(B)(1), none of Holdings or any of its Subsidiaries, is the
subject of (x) any review or audit by the Internal Revenue Service or any
investigation by a Governmental Authority or Necessary Regulatory Authority
concerning the violation or possible violation of any law or (y) any litigation,
judgment, action, charge, claim, demand, suit, petition, or arbitration which
could reasonably be expected to result in a Material Adverse Effect.

5.8      EMPLOYEE MATTERS. Except as set forth on Schedule 5.8, (a) none of
Holdings or any of its Subsidiaries nor any of their respective employees is
subject to any collective bargaining agreement, (b) no petition for
certification or union election is pending with respect to the employees of
Holdings or any of its Subsidiaries and no union or collective bargaining unit
has sought such certification or recognition with respect to the employees of
Holdings or any of its Subsidiaries and (c) there are no strikes, slowdowns,
work stoppages or controversies pending or, to the best knowledge of Borrower
after due inquiry, threatened between Holdings or any of its Subsidiaries and
their respective employees, other than employee grievances arising in the
ordinary course of business which could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. Except as
set forth on Schedule 5.8, neither Holdings nor any of its Subsidiaries is party
to an employment contract. Except as set forth on Subschedule 7.1(B)(2) neither
Holdings nor any member of its controlled group or person under common control
with Holdings, within the meaning of Title I or Title IV of ERISA or section
412, 414 (b) or 414(c) of the IRC, maintained or is required to contribute to
any "employee benefit plan" as defined in Section 3(3) of ERISA or
"multiemployer plan" (as defined in Section 4001(a)(3) of ERISA).

5.9      SOLVENCY. Each of Holdings and each of its Subsidiaries (a) owns and
will own assets the fair saleable value of which are (i) greater than the total
amount of liabilities (including contingent liabilities) of Holdings or such
Subsidiary, as the case may be, and (ii) greater than the amount that will be
required to pay the probable liabilities of Holdings or such Subsidiary's, as
the case may be, then existing debts as they become absolute and matured
considering all financing alternatives and potential asset sales reasonably
available to Holdings or such Subsidiary, as the case may be; (b) has capital
that is not unreasonably small in relation to its business as presently
conducted or after giving effect to any contemplated transaction; and (c) does
not intend to incur and does not believe that it will incur debts beyond its
ability to pay such debts as they become due.

5.10     REGULATORY COMPLIANCE OF HOLDINGS AND ITS SUBSIDIARIES.

         (A)      Holdings, its Subsidiaries and each Institution have all
                  necessary permits, licenses, franchises, authorizations and
                  clearances of governmental or regulatory authorities as are
                  required or necessary (1) to operate in the states (and
                  locations therein) in which the Institutions are located, (2)
                  to participate in federal student assistance programs under
                  Title IV and (3) to own, lease and operate their respective
                  properties and to conduct their business, in each case, in a
                  manner no less advantageous to Holdings, its Subsidiaries and
                  each Institution as conducted as of the time immediately prior
                  to the Original Transaction Date (or, with respect to Newco,
                  immediately prior to the Amendment and Restatement Date);

                                      -45-

<PAGE>

         (B)      Each Institution has in full force and effect a Program
                  Participation Agreement for each Institution and is in
                  compliance in all material respects with each such Program
                  Participation Agreement;

         (C)      Each Institution has applied for recertification of
                  eligibility to participate in federal student financial
                  assistance programs under Title IV where such reapplication
                  was necessary to assure that no Program Participation
                  Agreement would expire;

         (D)      Each Institution is in compliance in all material respects
                  with Title IV and the Regulations, including Section 668.16
                  and 668.171 - 668.175 of the Regulations, and with all
                  applicable laws of each state in which it is located that
                  regulates educational institutions;

         (E)      no accreditations or state licensees held by Holdings, its
                  Subsidiaries or any Institution as of the time immediately
                  prior to the Original Transaction Date (or, with respect to
                  the Companies, the Amendment and Restatement Date) or
                  thereafter acquired have been suspended, revoked, terminated,
                  not renewed or continued, discontinued or canceled;

         (F)      Holdings and its Subsidiaries have obtained assurances from
                  each Necessary Regulatory Authority that the
                  Penske/Charlesbank Related Transactions did not constitute a
                  "change of ownership" or a "change of control" under each
                  Necessary Regulatory Authorities' laws, regulations or
                  standards, or, in the event that a Necessary Regulatory
                  Authority did treat the Penske/Charlesbank Related
                  Transactions as a change of ownership or a change of control,
                  Holdings and its Subsidiaries have timely filed all required
                  notifications and applications necessary to secure such
                  Necessary Regulatory Authorities' consent to the transactions
                  contemplated thereby, and no Necessary Regulatory Authority
                  has refused such consent; and

         (G)      the representations and warranties of Holdings set forth in
                  Section 3.9 of the Convertible Preferred Stock Purchase
                  Agreement are true and correct as of the Second Amendment and
                  Restatement Date.

5.11     LEASES AND CONTRACTS; INDEBTEDNESS. Except as set forth on Schedule
5.11, upon consummation of the Penske/Charlesbank Related Transactions and after
giving effect thereto all leases of real and personal property and all material
agreements (including, without limitation, debt agreements and capital leases)
to which Holdings or any of its Subsidiaries is a party are in full force and
effect without default or right of the lessor or other obligee to terminate or
accelerate thereunder.

5.12     FEES. Except as set forth on subschedule 7.1(B)(3) hereto, no fees are
currently payable in connection with the UTI Related Transactions, the NTT
Related Transactions, the Penske/Charlesbank Related Transactions or the
financing contemplated by this Agreement, the Original Credit Agreement, by
Holdings or any of its Subsidiaries to Affiliates of Holdings.

5.13     EXISTING LOAN DOCUMENTS. Each of the Loan Documents delivered by
Holdings, Borrower and their Subsidiaries on the Second Amendment and
Restatement Date and the provisions thereof (including the Original Credit
Agreement, as amended and restated hereby, and the amended and restated Notes
being delivered hereunder (a) are and remain legal, valid and binding
obligations of the respective parties thereto, enforceable in accordance with
their terms, (b) have not been modified, supplemented or waived (except as
modified pursuant to the terms of this Agreement or agreements supplied by the
Agent) and (c) remain in full force and effect. The obligations of Holdings and
the Non-Institution Subsidiaries under the Guaranties delivered on the Closing
Date and amended or amended and restated as of the Second Amendment and
Restatement Date are hereby confirmed and such agreements are and remain

                                      -46-

<PAGE>

legal, valid and binding obligations of the respective parties thereto,
enforceable in accordance with their terms and in full force and effect without
offset, defense, claims, counterclaims, cross-claims or right of set-off or
recoupment.

5.14     MARGIN REGULATIONS. No part of the proceeds of any Loan will be used
for "buying" or "carrying" "margin stock" within the respective meanings of such
terms under Regulation U of the Board of Governors of the Federal Reserve System
as now and from time to time hereafter in effect or for any other purpose that
violates the provisions of the regulations of the Board of Governors of the
Federal Reserve System. If requested by Agent, Borrower will furnish to Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

5.15     ENVIRONMENTAL MATTERS.

         (A)      Except as set forth on Schedule 5.7: (i) Holdings and each of
                  its Subsidiaries are and have been in compliance with all
                  Environmental Laws, except for such noncompliance that would
                  not result in Environmental Liabilities which could reasonably
                  be expected to have a Material Adverse Effect; (ii) Holdings
                  and each of its Subsidiaries have obtained, and are in
                  compliance with, all Environmental Permits required by
                  Environmental Laws for the operations of their respective
                  businesses as presently conducted or as proposed to be
                  conducted, except where the failure to so obtain or comply
                  with such Environmental Permits would not result in
                  Environmental Liabilities which could reasonably be expected
                  to have a Material Adverse Effect, and all such Environmental
                  Permits are valid, uncontested and in good standing; (iii)
                  neither Holdings nor any of its Subsidiaries is involved in
                  operations or knows of any facts, circumstances or conditions,
                  including any Releases of Hazardous Materials, that are likely
                  to result in any Environmental Liabilities of such Loan Party
                  which could reasonably be expected to have a Material Adverse
                  Effect; (iv) there is no Litigation arising under or related
                  to any Environmental Laws, Environmental Permits or Hazardous
                  Material that seeks damages, penalties, fines, costs or
                  expenses in excess of $100,000 or injunctive relief against,
                  or that alleges criminal misconduct by, Holdings or any of its
                  Subsidiaries; (v) no notice has been received by Holdings or
                  any of its Subsidiaries identifying it as a "potentially
                  responsible party" or requesting information under CERCLA or
                  analogous state statutes, and to the knowledge of Holdings and
                  each of its Subsidiaries, there are no facts, circumstances or
                  conditions that could reasonably be expected to result in
                  Holdings or any of its Subsidiaries being identified as a
                  "potentially responsible party" under CERCLA or analogous
                  state statutes; and (vi) Holdings and each of its Subsidiaries
                  have provided to Agent copies of all existing material
                  environmental reports, reviews and audits and all material
                  written information pertaining to actual or potential
                  Environmental Liabilities, in each case relating to Holdings
                  or any of its Subsidiaries.

         (B)      Holdings and each of its Subsidiaries hereby acknowledge and
                  agree that Agent (i) is not now, and has not ever been, in
                  control of any the affairs of Holdings or any of its
                  Subsidiaries, and (ii) does not have the capacity through the
                  provisions of the Loan Documents or otherwise to influence any
                  the conduct of Holdings or any of its Subsidiaries with
                  respect to compliance with Environmental Laws or Environmental
                  Permits.

5.16     SUBORDINATED INDEBTEDNESS AND SELLER SUBORDINATED NOTES. Schedule 5.16
hereto sets forth a list of all Subordinated Indebtedness and each Seller
Subordinated Note outstanding immediately prior to the Second Amendment and
Restatement Date.

                                      -47-

<PAGE>

                                   SECTION 6

                          DEFAULT, RIGHTS AND REMEDIES

6.1      EVENT OF DEFAULT. "EVENT OF DEFAULT" means the occurrence or existence
of any one or more of the following:

         (A)      PAYMENT. Failure of Borrower to pay any payment or prepayment
                  of principal of any Loan when due, or to repay when required
                  any DOE Working Capital Loan, Non-DOE Working Capital Loan, or
                  any Revolving Loan to reduce its principal balance to the
                  Maximum DOE Limit, Maximum Non-DOE Limit or Maximum Revolver
                  Loan Balance, or to reduce the amount outstanding under the
                  Revolving Loan Commitment as required by subsection 1.5(G) or
                  to provide cash collateral for any Risk Participation
                  Liability when required or to reimburse Agent for any payment
                  made by Agent under or in respect of any Lender Letters of
                  Credit or Risk Participation Agreements when due or failure to
                  pay, within five (5) days after the due date, any interest on
                  any Loan or any other amount due under this Agreement or any
                  of the other Loan Documents; or

         (B)      DEFAULT IN OTHER AGREEMENTS. (1) Failure of Holdings or any of
                  its Subsidiaries to pay when due or within any applicable
                  grace period any principal or interest on Indebtedness (other
                  than the Loans) or any Contingent Obligations or (2) breach or
                  default of Holdings or any of its Subsidiaries with respect to
                  any Indebtedness (other than the Loans) or any Contingent
                  Obligations, if the effect of such breach or default is to
                  cause or to permit the holder or holders (or any requisite
                  percentage thereof) then to cause, Indebtedness and/or
                  Contingent Obligations having an individual principal amount
                  in excess of $2,000,000 or having an aggregate principal
                  amount in excess of $5,000,000 to become or be declared due
                  prior to their stated maturity; or

         (C)      BREACH OF CERTAIN PROVISIONS. Failure of Holdings or any of
                  its Subsidiaries to perform or comply with any term or
                  condition contained in (i) that portion of subsection 2.2
                  relating to the obligation to maintain insurance, (ii)
                  subsection 2.3, (iii) Section 3 or (iv) Section 4; or

         (D)      BREACH OF WARRANTY. Any representation, warranty,
                  certification or other statement made by Holdings or any of
                  its Subsidiaries in any Loan Document or in any statement or
                  certificate at any time given by such Person in writing
                  pursuant or in connection with any Loan Document is false in
                  any material respect on the date made; or

         (E)      OTHER DEFAULTS UNDER LOAN DOCUMENTS. Holdings or any of its
                  Subsidiaries defaults in the performance of or compliance with
                  any term contained in this Agreement or the other Loan
                  Documents and such default is not remedied or waived within
                  thirty (30) days after receipt by Borrower of notice from
                  Agent or Requisite Lenders of such default (other than
                  occurrences described in other provisions of this subsection
                  6.1 for which a different grace or cure period is specified or
                  which constitute immediate Events of Default); or

         (F)      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1) A
                  court enters a decree or order for relief with respect to
                  Holdings or any of its Subsidiaries in an involuntary case
                  under the Bankruptcy Code, which decree or order is not stayed
                  or other similar relief is not granted under any applicable
                  federal or state law; or (2) the continuance of any of the
                  following events for sixty (60) days unless dismissed, bonded
                  or discharged: (a) an involuntary case is commenced against
                  Holdings or any of its Subsidiaries under any

                                      -48-

<PAGE>
                  applicable bankruptcy, insolvency or other similar law now or
                  hereafter in effect; or (b) a decree or order of a court for
                  the appointment of a receiver, liquidator, sequestrator,
                  trustee, custodian or other officer having similar powers over
                  Holdings or any of its Subsidiaries or over all or a
                  substantial part of its property, is entered; or (c) an
                  interim receiver, trustee or other custodian is appointed
                  without the consent of Holdings or any of its Subsidiaries,
                  for all or a substantial part of the property of such Person;
                  or

         (G)      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1) An
                  order for relief is entered with respect to Holdings or any of
                  its Subsidiaries or Holdings or any of its Subsidiaries
                  commences a voluntary case under the Bankruptcy Code, or
                  consents to the entry of an order for relief in an involuntary
                  case or to the conversion of an involuntary case to a
                  voluntary case under any such law or consents to the
                  appointment of or taking possession by a receiver, trustee or
                  other custodian for all or a substantial part of its property;
                  or (2) Holdings or any of its Subsidiaries makes assignment
                  for the benefit of creditors; or (3) the Board of Directors of
                  Holdings or any of its Subsidiaries adopts any resolution or
                  otherwise authorizes action to approve any of the actions
                  referred to in this subsection 6.1(G); or

         (H)      GOVERNMENTAL LIENS. Any lien, levy or assessment is filed or
                  recorded with respect to or otherwise imposed upon all or any
                  part of the Collateral or the assets of Holdings or any of its
                  Subsidiaries by the United States or any department or
                  instrumentality thereof or by any state, county, municipality
                  or other governmental agency (other than Permitted
                  Encumbrances); or

         (I)      JUDGMENT AND ATTACHMENTS. Any money judgment, writ or warrant
                  of attachment, or similar process (other than those described
                  in subsection 6.1(H)) involving (1) an amount in any
                  individual case in excess of $2,500,000 or (2) an amount in
                  the aggregate at any time in excess of $2,500,000 (in either
                  case not adequately covered by insurance as to which the
                  insurance company has acknowledged coverage) is entered or
                  filed against Holdings or any of its Subsidiaries or any of
                  their respective assets and remains undischarged, unvacated,
                  unbonded or unstayed for a period of thirty (30) days or in
                  any event later than five (5) Business Days prior to the date
                  of any proposed sale thereunder; or

         (J)      DISSOLUTION. Any order, judgment or decree is entered against
                  Holdings or any of its Subsidiaries decreeing the dissolution
                  or split up of Holdings or such Subsidiary and such order
                  remains undischarged or unstayed for a period in excess of
                  fifteen (15) days; or

         (K)      SOLVENCY. Holdings or any of its Subsidiaries ceases to be
                  solvent (as represented in subsection 5.9) or admits in
                  writing its present or prospective inability to pay its debts
                  as they become due; or

         (L)      INJUNCTION. Holdings or any of its Subsidiaries is enjoined,
                  restrained or in any way prevented by the order of any court
                  or any administrative or regulatory agency from conducting all
                  or any material part of its business and such order continues
                  for more than thirty (30) days; or

         (M)      ERISA; PENSION PLANS. (1) Holdings or any of its Subsidiaries
                  or any of its Affiliates fails to make full payment when due
                  of all amounts which, under the provisions of any employee
                  benefit plans or any applicable provisions of the IRC, any
                  such Person is required to pay as contributions thereto and
                  such failure results in or is likely to result in a

                                      -49-

<PAGE>

                  Material Adverse Effect; or (2) an accumulated funding
                  deficiency in excess of $750,000 occurs or exists, whether or
                  not waived, with respect to any such employee benefit plans;
                  or (3) any employee benefit plan loses its status as a
                  qualified plan under the IRC which results in or could
                  reasonably be expected to result in a Material Adverse Effect
                  and any such failure, deficiency or loss continues for more
                  than twenty (20) consecutive days; or

         (N)      ENVIRONMENTAL MATTERS. Holdings or any of its Subsidiaries
                  fails to: obtain or maintain any operating licenses or permits
                  required by environmental authorities; begin, continue or
                  complete any remediation activities as required by any
                  environmental authorities; store or dispose of any hazardous
                  materials in accordance with applicable environmental laws and
                  regulations; or comply with any other environmental laws; in
                  each case, if such failure could reasonably be expected to
                  have a Material Adverse Effect and any such failure remains
                  unremedied for more than thirty (30) consecutive days; or

         (O)      INVALIDITY OF LOAN DOCUMENTS. Any of the Loan Documents for
                  any reason, other than a partial or full release in accordance
                  with the terms thereof, ceases to be in full force and effect
                  or is declared to be null and void (other than solely as a
                  result of action taken by Agent of any Lender), or Holdings or
                  any Subsidiary denies that it has any further liability under
                  any Loan Documents to which it is party, or gives notice to
                  such effect; or

         (P)      DAMAGE; STRIKE; CASUALTY. Any material damage to, or loss,
                  theft or destruction of, any Collateral, whether or not
                  insured, or any strike, lockout, labor dispute, embargo,
                  condemnation, act of God or public enemy, or other casualty
                  which causes, for more than twenty (20) consecutive days, the
                  cessation or substantial curtailment of revenue producing
                  activities at any facility of Holdings or any of its
                  Subsidiaries if any such event or circumstance could
                  reasonably be expected to have a Material Adverse Effect; or

         (Q)      LICENSES AND PERMITS. The loss, suspension or revocation of,
                  or failure to renew, any license or permit now held or
                  hereafter acquired by Holdings or any of its Subsidiaries, if
                  such loss, suspension, revocation or failure to renew could
                  reasonably be expected to have a Material Adverse Effect, and
                  any such loss, suspension or revocation continues for more
                  than twenty (20) consecutive days; or

         (R)      FAILURE OF SECURITY. Agent, for the benefit of Agent and
                  Lenders, does not have or ceases to have a valid and perfected
                  first priority security interest in the Collateral (subject to
                  Permitted Encumbrances) or any substantial portion thereof, in
                  each case, for any reason other than the failure of Agent to
                  take any action within its control; or

         (S)      BUSINESS ACTIVITIES. (1) Holdings engages in any type of
                  business activity other than the ownership of stock of
                  Borrower and performance of its obligations under the Related
                  Transactions Documents and Loan Documents to which it is a
                  party or (2) Borrower shall engage in any business other than
                  the ownership of stock in its other Subsidiaries and
                  performance of its obligations under the Related Transactions
                  Documents and Loan Documents to which it is a party; or

         (T)      CHANGE IN CONTROL. If (1) the Jordan Group, JZEP, Penske,
                  Charlesbank, John White and Robert Hartman (including trusts,
                  partnerships or other entities created by John White or Robert
                  Hartman solely for the benefit, if any, of their respective
                  family members), together, beneficially and of record shall
                  own and control, directly or indirectly, less than a majority
                  (on a fully diluted basis) of the issued and outstanding
                  shares of each class of common stock of Holdings entitled
                  (without regard to the

                                      -50-

<PAGE>

                  occurrence of any contingency) to vote for the election of the
                  members of the board of directors of Holdings, (2) the Jordan
                  Group, JZEP, Penske and Charlesbank shall own and control less
                  than 51% (on a fully diluted basis) of the issued and
                  outstanding shares of any class of capital stock of Holdings
                  entitled (without regard to the occurrence of any contingency)
                  to vote for the election of the members of the board of
                  directors of Holdings, (3) any person or "group" within the
                  meaning of Sections 13(d) and 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended, (other than John White or
                  Robert Hartman (including such trusts)) shall own or control a
                  greater percentage (on a fully diluted basis) of the issued
                  and outstanding shares of any class of common stock of
                  Holdings entitled (without regard to the occurrence of any
                  contingency) to vote for the election of the members of the
                  board of directors of Holdings than that percentage (on a
                  fully diluted basis) held by the Jordan Group, JZEP, Penske
                  and Charlesbank (combined), (4) Holdings, beneficially and of
                  record, shall own and control less than one hundred percent
                  (100%) of the issued and outstanding shares of any class of
                  capital stock of Borrower, (5) Borrower, beneficially and of
                  record, shall own and control less than one hundred percent
                  (100%) of the issued and outstanding shares of any class of
                  capital stock of any Subsidiary of Borrower, (6) Borrower
                  ceases to beneficially and of record own and control one
                  hundred percent (100%) of the issued and outstanding shares of
                  each class of capital stock of each Subsidiary of Borrower
                  acquired or created after the Second Amendment and Restatement
                  Date or (7) a "Change of Control" (as defined in the Charter
                  of Holdings or the certificate of designation of preferences
                  and rights of any Preferred Stock) shall occur; or

         (U)      LOSS OF FUNDING, ACCREDITATION. If (i) any accreditation
                  necessary for Title IV eligibility held by any Institution as
                  of the Original Transaction Date or any accreditation acquired
                  after the Original Transaction Date shall be cancelled, not
                  renewed or continued, revoked, terminated or suspended for any
                  in excess of forty-five (45) consecutive days (ii) the ability
                  of any Institution to participate in the federal student
                  financial assistance program under Title IV shall be
                  cancelled, not renewed or continued, revoked, terminated or
                  suspended for any period in excess of forty-five (45)
                  consecutive days, (iii) any permit, license, franchise,
                  authorization or clearance of any governmental or regulatory
                  agency necessary for Holdings, any Subsidiary thereof or any
                  Institution to operate in the states and locations therein in
                  which the Institutions are located as of the Second Amendment
                  and Restatement Date or in any location of any Institution
                  which location was established after the Second Amendment and
                  Restatement Date shall be cancelled, not renewed or continued,
                  revoked, terminated or suspended for any period in excess of
                  forty-five (45) consecutive days, which could reasonably be
                  expected to have a Material Adverse Effect, (iv) any
                  Institution shall default under any Program Participation
                  Agreement or under the laws or regulations of any federal,
                  state or local governmental entity applicable to Holdings, any
                  Subsidiary thereof or such Institution, which default could
                  reasonably be expected to result in any event referred to in
                  clause (i), (ii) or (iii) of this paragraph (U) or in a
                  Material Adverse Effect or (v) the Borrower or any of its
                  Institution Subsidiaries fails to provide a letter of credit
                  or guaranty required by the DOE.

         (V)      SUBORDINATED INDEBTEDNESS. The failure of Holdings or any of
                  its Subsidiaries or any other creditor of Borrower or any of
                  its Subsidiaries to comply with the terms of any subordination
                  or intercreditor agreement or any subordination provisions of
                  any note or other document running to the benefit of Agent or
                  Lenders.

6.2      SUSPENSION OF COMMITMENTS. Upon the occurrence and during the
continuation of any Default or Event of Default, Agent and each Lender without
notice or demand, may immediately cease making

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<PAGE>

additional Loans and issuing Lender Letters of Credit and Risk Participation
Agreements and cause its obligation to lend its Pro Rata Share of the Revolving
Loan Commitment to be suspended; provided that, in the case of a Default, if the
subject condition or event is waived, cured or removed by Requisite Lenders
within any applicable grace or cure period, any suspended portion of the
Revolving Loan Commitment shall be reinstated. Each Lender may alternatively
suspend only a portion of its obligation to lend its Pro Rata Share of the
Revolving Loan Commitment.

6.3      ACCELERATION. Upon the occurrence of any Event of Default described in
the foregoing subsection 6.1(F) or 6.1(G), the unpaid principal amount of and
accrued interest and fees on the Term Loans and the Revolving Loans, payments
under the Lender Letters of Credit and Risk Participation Agreements and all
other Obligations shall automatically become immediately due and payable,
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other requirements of any kind, all of which are hereby
expressly waived by Borrower, and the obligations of Agent and Lenders to make
Revolving Loans and issue Lender Letters of Credit and Risk Participation
Agreements shall thereupon terminate. Upon the occurrence and during the
continuance of any other Event of Default, Agent may, and upon written demand by
Requisite Lenders shall, by written notice to Borrower (a) declare all or any
portion of the Loans and all or some of the other Obligations to be, and the
same shall forthwith become, immediately due and payable together with accrued
interest thereon, and the obligations of Agent and Lenders to make Revolving
Loans and issue Lender Letters of Credit and Risk Participation Agreements shall
thereupon terminate and (b) demand that Borrower immediately deposit with Agent
an amount equal to the Total Risk Participation Liability to enable Agent to
make payments under the Lender Letters of Credit and Risk Participation
Agreements when required and such amount shall become immediately due and
payable.

6.4      PERFORMANCE BY AGENT. If any Loan Party shall fail to perform any
covenant, duty or agreement contained in any of the Loan Documents, Agent may
perform or attempt to perform such covenant, duty or agreement on behalf of such
Person after the expiration of any cure or grace periods set forth herein. In
such event, Holdings or any of its Subsidiaries shall, at the request of Agent,
promptly pay any amount reasonably expended by Agent in such performance or
attempted performance to Agent, together with interest thereon at the rate of
interest in effect upon the occurrence of an Event of Default as specified in
subsection 1.2(E) from the date of such expenditure until paid. Notwithstanding
the foregoing, it is expressly agreed that Agent shall not have any liability or
responsibility for the performance of any obligation of Holdings or any of its
Subsidiaries under this Agreement or any other Loan Document.

6.5      APPLICATION OF PROCEEDS. Notwithstanding anything to the contrary
contained in this Agreement, upon the occurrence and during the continuance of
an Event of Default other than an Event of Default listed on Schedule 1.2(E),
(a) Borrower irrevocably waives the right to direct the application of any and
all payments at any time or times thereafter received by Agent from or on behalf
of Borrower, and Agent shall have the continuing and exclusive right to apply
and to reapply any and all payments received at any time or times after the
occurrence and during the continuance of an Event of Default against the
Obligations in such manner as Agent may deem advisable notwithstanding any
previous application by Agent and (b) in the absence of a specific determination
by Agent with respect thereto, the proceeds of any sale of, or other realization
upon, all or any part of the Collateral shall be applied: first, to all fees,
costs and expenses incurred by or owing to Agent and any Lender with respect to
this Agreement, the other Loan Documents or the Collateral; second, to accrued
and unpaid interest on the Obligations (including any interest which but for the
provisions of the Bankruptcy Code, would have accrued on such amounts); third,
to the principal amount of the Obligations outstanding (including cash
collateral for Risk Participation Liability); and fourth, to any other
indebtedness or obligations of Borrower owing to Agent or any Lender under the
Loan Documents. Any balance remaining shall be delivered to Borrower or to
whomever may be lawfully entitled to receive such balance or as a court of
competent jurisdiction may direct.

                                      -52-

<PAGE>

                                   SECTION 7

                CONDITIONS TO LOANS; CONDITIONS TO EFFECTIVENESS

The obligations of Lenders to make Loans and of Agent to issue Lender Letters of
Credit and Risk Participation Agreements are subject to satisfaction of all of
the applicable conditions set forth below.

7.1      CONDITIONS TO INITIAL LOANS UNDER THIS AGREEMENT. The obligations of
Lenders to make Incremental Term Loan A and the initial Revolving Loan made on
or after the Second Amendment and Restatement Date and of Agent to issue any
Lender Letters of Credit and Risk Participation Agreements on the Second
Amendment and Restatement Date are, in addition to the conditions precedent
specified in subsection 7.2, subject to:

         (A)      the delivery of all documents listed on Schedule 7.1, all in
                  form and substance satisfactory to Agent;

         (B)      the condition that such assignments by Exiting Lenders and/or
                  Continuing Lenders of the rights and obligations under the
                  Original Credit Agreement to Lenders as may be necessary to
                  consummate the transactions contemplated hereby shall have
                  been completed and evidenced by such documentation required by
                  the Original Credit Agreement and otherwise in form and
                  substance satisfactory to Agent;

         (C)      the condition that, upon receipt of the proceeds of the
                  Penske/Charlesbank Related Transactions, Incremental Term Loan
                  A and a Revolving Loan of not more than $5,500,000, Holdings
                  and Borrower shall have sufficient funds to satisfy in full
                  all Subject Subordinated Indebtedness, make the Term Loans B
                  Prepayment and to pay all costs and all expenses incurred
                  (whether or not billed) in connection with the
                  Penske/Charlesbank Related Transactions and the financing
                  contemplated by this Agreement;

         (D)      the condition that all Subordinated Indebtedness, other than
                  the Holdings Subordinated Indebtedness (NTT) and the CEG
                  Closing Note, shall have been paid and satisfied in full in
                  cash and all Subordinated Indebtedness Documents relating to
                  such satisfied Subordinated Indebtedness shall have been
                  terminated and released;

         (E)      the condition that (i) the Penske/Charlesbank Related
                  Transactions shall have been consummated in accordance with
                  all applicable laws and regulations and in accordance with the
                  applicable Penske/Charlesbank Related Transactions Documents,
                  without waiver or amendment of any material term (except with
                  the prior written consent of Agent and the Lenders), (ii) the
                  Convertible Preferred Stock shall have been issued in
                  accordance with the Penske/Charlesbank Related Transaction
                  Documents without waiver or amendment of any material term
                  (except with the prior written consent of Agent and Lenders)
                  and (iii) the aggregate proceeds from the sale thereof shall
                  have been applied to the satisfaction of the Subject
                  Subordinated Indebtedness and to the payment of costs, fees
                  and expenses incurred in connection with the
                  Penske/Charlesbank Related Transactions and the financing
                  contemplated by this Agreement;

         (F)      the condition that all holders of the Remaining Subordinated
                  Indebtedness shall have consented to the amendment and
                  restatement of the Original Credit Agreement, pursuant to the
                  terms hereof;

                                      -53-

<PAGE>

         (G)      the condition that Borrower shall have paid or prepaid (i) all
                  accrued and unpaid interest on the Obligations as of the
                  Second Amendment and Restatement Date, (ii) $24,788,500.00 in
                  respect of principal of Term Loan B (the "TERM LOAN B
                  PREPAYMENT"), (iii) any accrued commitment fee (as such fee is
                  set forth in subsection 1.2(B) of the Original Credit
                  Agreement) that has not been paid as of the Second Amendment
                  and Restatement Date and (iv) $153,300 in respect of the
                  unpaid portion of the amendment fee in respect of Amendment
                  No. 3 (as such fee is set forth in the last sentence of
                  subsection 1.3(A) of the Original Credit Agreement) that has
                  not been paid as of the Second Amendment and Restatement Date
                  (to be allocated among the Existing Lenders as determined by
                  Agent);

         (H)      the condition that (i) Holdings and its Subsidiaries have
                  obtained assurances from each Necessary Regulatory Authority
                  that the Penske/Charlesbank Related Transactions did not
                  constitute a "change of ownership" or a "change of control"
                  under each Necessary Regulatory Authorities' laws, regulations
                  or standards or (ii) in the event that a Necessary Regulatory
                  Authority did treat the Penske/Charlesbank Related
                  Transactions as a change of ownership or a change of control,
                  Holdings and its Subsidiaries have timely filed all required
                  notifications and applications necessary to secure such
                  Necessary Regulatory Authorities' consent to the transactions
                  contemplated thereby, and no Necessary Regulatory Authority
                  has refused such consent;

         (I)      the condition that the Holdings Subordinated Indebtedness
                  Documents governing the Remaining Subordinated Indebtedness
                  shall have been amended in a manner satisfactory to the Agent
                  and Requisite Lenders;

         (J)      the condition that Holdings shall have certified to Agent and
                  Lenders that to the best of its knowledge all representations
                  and warranties made to Holdings in the Penske/Charlesbank
                  Related Transaction Document were true and correct in all
                  material respects as of the date made and as of the Second
                  Amendment and Restatement Date;

         (K)      the condition that no Revolving Loans are outstanding
                  immediately prior to the Second Amendment and Restatement
                  Date; and

         (L)      the condition that (assuming the effectiveness of this
                  amendment and restatement) all amounts payable to Agent and
                  the Lenders through the Second Amendment and Restatement Date
                  under subsection 1.3 shall have been paid.

7.2      CONDITIONS TO ALL LOANS. The obligations of Lenders to make Loans and
of Agent to issue Lender Letters of Credit and Risk Participation Agreements on
any date ("FUNDING DATE"), including, without limitation, the Second Amendment
and Restatement Date, are subject to the further conditions precedent set forth
below.

         (A)      Except in the case of a Revolving Loan referred to in
                  subsection 1.1(C)(2), Agent shall have received, in accordance
                  with the provisions of subsection 1.1, a notice requesting an
                  advance of a Revolving Loan or issuance of a Lender Letter of
                  Credit or Risk Participation Agreement.

         (B)      Except in the case of a Revolving Loan referred to in
                  subsection 1.1(C)(2), the representations and warranties
                  contained in Section 5 of this Agreement and elsewhere herein
                  and in the Loan Documents shall be (and each request by
                  Borrower for a Loan or a Lender Letter of Credit or Risk
                  Participation Agreement shall constitute a representation

                                      -54-

<PAGE>
                  and warranty by Borrower that such representations and
                  warranties are) true, correct and complete in all material
                  respects on and as of that Funding Date to the same extent as
                  though made on and as of that date, except for any
                  representation or warranty limited by its terms to a specific
                  date and taking into account any amendments to the Schedules
                  or Exhibits as a result of any disclosures made in writing by
                  Borrower to Agent after the Second Amendment and Restatement
                  Date and approved by Agent in writing.

         (C)      Except in the case of a Revolving Loan referred to in
                  subsection 1.1(C)(2), no event shall have occurred and be
                  continuing or would result from the consummation of the
                  borrowing contemplated (or notice requesting issuance of a
                  Lender Letter of Credit or Risk Participation Agreement) that
                  would constitute an Event of Default or a Default and no
                  circumstance described in subsection 1.1(B)(2) shall exist. In
                  the case of a Revolving Loan referred to in subsection
                  1.1(C)(2), no Event of Default under subsection 6.1(F) or
                  subsection 6.1(G) and no acceleration of the Obligations shall
                  have occurred.

         (D)      Except in the case of a Revolving Loan referred to in
                  subsection 1.1(C)(2), no order, judgment or decree of any
                  court, arbitrator or Governmental Authority shall purport to
                  enjoin or restrain any Lender from making any Loan or Agent
                  from issuing any Lender Letter of Credit or Risk Participation
                  Agreement.

7.3      CONDITIONS TO EFFECTIVENESS. This amendment and restatement of the
Original Credit Agreement shall not become effective unless and until the
following conditions are satisfied in full (as determined by Agent) or, with the
prior written consent of Agent and Lenders, waived:

         (A)      All conditions to borrowing under subsection 7.1 and
                  subsection 7.2 shall be satisfied.

         (B)      This Agreement shall have been executed and delivered by the
                  Continuing Lenders, the New Lenders, Agent, Borrower and
                  Holdings.

                                   SECTION 8

                          ASSIGNMENT AND PARTICIPATION

8.1      ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND NOTES. Each Lender
(including Heller) may at its own cost assign, subject to the terms of a Lender
Addition Agreement, its rights and delegate its obligations under this Agreement
to another Person; provided that (a) (i) such Lender (excluding Heller) shall
first obtain the written consent of Agent, which consent shall not be
unreasonably withheld and (ii) such Lender (including Heller) shall first obtain
the prior written consent of Borrower (unless such assignment is being made to a
Person which is already a Lender or is being made to an Affiliate of such
Lender), which consent shall not be unreasonably withheld; (b) no portion of the
Revolving Loan Commitment or Term Loans being assigned shall in any event be
less than the lesser of (i) $5,000,000 and (ii) the entire amount of the portion
of the Revolving Loan Commitment or applicable Term Loan of the assigning
Lender; and (c) upon the consummation of each such assignment the assigning
Lender shall pay Agent an administrative fee of $3,500; provided, further, that
any sale or assignment by Antares or Heller to Salomon Brothers Holding Company,
Inc. ("SALOMON") for the purposes of warehousing or otherwise holding loans and
by Salomon or Antares to Mariner CDO 2002, Ltd. and/or Nova CDO 2001, Ltd. shall
be permitted and shall not be subject to the minimum assignment amount specified
in this Agreement (it being understood that any sale or assignment so permitted
shall nonetheless be subject to the $3,500 fee payable to Agent under clause (c)
of this sentence). The administrative fee referred to in clause (c) of the
preceding sentence shall not apply to an assignment from a Lender to an
Affiliate of such Lender. In the case of an assignment authorized under this
subsection 8.1, the assignee shall have, to the

                                      -55-

<PAGE>

extent of such assignment, the same rights, benefits and obligations as it would
if it were an initial Lender hereunder. The assigning Lender shall be relieved
of its obligations hereunder with respect to its Pro Rata Share of the Revolving
Loan Commitment or assigned portion thereof. Borrower hereby acknowledges and
agrees that any assignment will give rise to a direct obligation of Borrower to
the assignee and that the assignee shall be considered to be a "LENDER".

Agent shall maintain at its office in Chicago, Illinois a copy of each Lender
Addition Agreement delivered to it and a register for the recordation of the
names and addresses of Lenders, and the commitments of, and principal amount of
the Loans owing to each Lender pursuant to the terms hereof from time to time
(the "REGISTER"). The entries in the Register shall be presumptive evidence of
the amounts due and owing to Lender in the absence of manifest error. Borrower,
Agent and each Lender may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by Borrower and
any Lender, at any reasonable time upon reasonable prior notice.

Upon its receipt of a duly completed Lender Addition Agreement executed by an
assigning Lender and its assignee (together with the Notes subject to such
assignment) and the administrative fee referred to above, Agent shall (subject
to the consent of Agent and Borrower to such assignment, if required) (1) accept
such Lender Addition Agreement, (2) record the information contained therein in
the Register to reflect such Lender Addition Agreement and (3) give prompt
notice thereof to Borrower and Lenders. Upon request by Agent, Borrower shall
promptly execute and deliver to Agent Notes evidencing the Obligations owed by
Borrower to the assignee and, if applicable, the assigning Lender, after giving
effect to the assignment. Agent shall cancel the Notes delivered to it by the
assigning Lender and deliver the new Notes to the assignee and, unless the
assigning Lender has assigned all of its interests under this Agreement, the
assigning Lender.

Each Lender (including Heller) may at its own cost sell participations in all or
any part of its Pro Rata Share of the Revolving Loan Commitment and the Term
Loans to another Person, provided that (a) such Lender (excluding Heller) shall
first obtain the prior written consent of Agent, which consent shall not be
unreasonably withheld; (b) such Lender (including Heller) shall first obtain the
prior written consent of Borrower (unless such participation is being sold to a
Person which is already a Lender or a participant in the Loans or is being made
to an Affiliate of such Lender) which consent shall not be unreasonably
withheld; and (c) any such participation shall be in a minimum amount of
$5,000,000, and provided, further, that all amounts payable by Borrower
hereunder shall be determined as if that Lender had not sold such participation
and the holder of any such participation shall not be entitled to require such
Lender to take or omit to take any action hereunder except action directly
effecting (i) any reduction in the principal amount, interest rate or fees
payable with respect to any Loan in which such holder participates; (ii) any
extension of the Expiry Date, any extension of the date on which any Scheduled
Installment is to be paid or any change of any date fixed for any payment of
interest or fees payable with respect to any Loan in which such holder
participates; (iii) any change of the aggregate unpaid principal amount of the
Loans; (iv) any change of the percentage of Lenders which shall be required for
Lenders or any of them to take any action hereunder; (v) any release of
Collateral (except if the sale or disposition of such Collateral is permitted
under this Agreement or any other Loan Document); (vi) any amendment or waiver
of this subsection 8.1 or the definitions of the terms used in this subsection
8.1 insofar as the definitions affect the substance of this subsection 8.1;
(vii) any consent to the assignment, delegation or other transfer by any Loan
Party of any of its rights and obligations under any Loan Document; and (viii)
any change in the form in which interest is required to be paid. Borrower hereby
acknowledges and agrees that any participation will give rise to a direct
obligation of Borrower to the participant for purposes of subsections 1.8, 1.9,
8.4 and 9.1 and the participant shall be considered a "Lender" for such
purposes.

                                      -56-

<PAGE>

Notwithstanding any other provision of this Agreement, any Lender may at any
time, following written notice to Agent, (1) pledge the Obligations held by it
or create a security interest in all or any portion of its rights under this
Agreement or the other Loan Documents in favor of any Person; provided, however,
that (a) no such pledge or grant of security interest to any Person shall
release such Lender from its obligations hereunder or under any other Loan
Document and (b) the acquisition of title to such Lender's Obligations pursuant
to any foreclosure or other exercise of remedies by such Person shall be subject
to the provisions of this Agreement and the other Loan Documents in all respects
including, without limitation, any consent required by this subsection 8.1 and
(2) assign all or any portion of its funded loans to an Affiliate of such Lender
which is at least 50% owned by such Lender or its parent company, to one or more
other Lenders or to a Related Fund. For purposes of this paragraph, a "RELATED
FUND" shall mean, with respect to any Lender, a fund or other investment vehicle
that invests in commercial loans and is managed by such Lender or by the same
investment advisor that manages such Lender or by an Affiliate of such
investment advisor.

Except as otherwise provided in this subsection 8.1 no Lender shall, as between
Borrower and that Lender, be relieved of any of its obligations hereunder as a
result of any sale, assignment, transfer or negotiation of, or granting of a
participation in, all or any part of the Loans, the Notes or other Obligations
owed to such Lender. Each Lender may furnish any information concerning Holdings
and its Subsidiaries or as to the Related Transactions in the possession of that
Lender from time to time to assignees and participants (including prospective
assignees and participants), subject to the provisions of subsection 9.13.

Holdings and its Subsidiaries agree that each of them will use its reasonable
best efforts to assist and cooperate with Agent and any Lender in any manner
reasonably requested by Agent or such Lender to effect the sale of a
participation or an assignment described above, including without limitation
assistance in the preparation of appropriate disclosure documents or placement
memoranda.

Agent shall provide Borrower with written notice of the name and address of any
new Lender after the date hereof and will identify the amount of each assignment
or participation and the type of Loan in which each new Lender has an interest
and the amount and percentage of its Revolving Loan Commitment, if any.

Notwithstanding anything contained in this Agreement to the contrary, so long as
the Requisite Lenders shall remain capable of making LIBOR Loans, no Person
shall become a "Lender" hereunder unless such Person shall also be capable of
making LIBOR Loans.

8.2      AGENT.

         (A)      APPOINTMENT. Each Lender hereby designates and appoints Heller
                  as its Agent under this Agreement and the other Loan
                  Documents, and each Lender hereby irrevocably authorizes Agent
                  to take such action or to refrain from taking such action on
                  its behalf under the provisions of this Agreement and the
                  other Loan Documents and to exercise such powers as are set
                  forth herein or therein, together with such other powers as
                  are reasonably incidental thereto. Agent is authorized and
                  empowered to amend, modify, or waive any provisions of this
                  Agreement or the other Loan Documents on behalf of Lenders
                  subject to the requirement that certain of Lenders' consent be
                  obtained in certain instances as provided in subsections 8.3
                  and 9.2. Agent agrees to act as such on the express conditions
                  contained in this subsection 8.2. The provisions of this
                  subsection 8.2 are solely for the benefit of Agent and Lenders
                  and neither Borrower nor any Loan Party shall have any rights
                  as a third party beneficiary of any of the provisions hereof.
                  In performing its functions and duties under this Agreement,
                  Agent shall act solely as agent

                                      -57-

<PAGE>

                  of Lenders and does not assume and shall not be deemed to have
                  assumed any obligation toward or relationship of agency or
                  trust with or for Borrower or any other Loan Party. Agent may
                  perform any of its duties hereunder, or under the Loan
                  Documents, by or through its agents or employees.

         (B)      NATURE OF DUTIES. The duties of Agent shall be mechanical and
                  administrative in nature. Agent shall not have by reason of
                  this Agreement a fiduciary relationship in respect of any
                  Lender and Agent expressly. Nothing in this Agreement or any
                  of the Loan Documents, express or implied, is intended to or
                  shall be construed to impose upon Agent any obligations in
                  respect of this Agreement or any of the Loan Documents except
                  as expressly set forth herein or therein. Each Lender shall
                  make its own independent investigation of the financial
                  condition and affairs of Borrower and each other Loan Party in
                  connection with the extension of credit hereunder and shall
                  make its own appraisal of the creditworthiness of Borrower and
                  each other Loan Party, and Agent shall have no duty or
                  responsibility, either initially or on a continuing basis, to
                  provide any Lender with any credit or other information with
                  respect thereto (other than as expressly required herein). If
                  Agent seeks the consent or approval of any Lenders to the
                  taking or refraining from taking any action hereunder, then
                  Agent shall send notice thereof to each Lender. Agent shall
                  promptly notify each Lender any time that the Requisite
                  Lenders have instructed Agent to act or refrain from acting
                  pursuant hereto.

         (C)      RIGHTS, EXCULPATION, ETC. Neither Agent nor any of its
                  officers, directors, employees or agents shall be liable to
                  any Lender for any action taken or omitted by them hereunder
                  or under any of the Loan Documents, or in connection herewith
                  or therewith, except that Agent shall be liable with respect
                  to its own gross negligence or willful misconduct. Agent shall
                  not be liable for any apportionment or distribution of
                  payments made by it in good faith and if any such
                  apportionment or distribution is subsequently determined to
                  have been made in error the sole recourse of any Lender to
                  whom payment was due but not made, shall be to recover from
                  other Lenders any payment in excess of the amount to which
                  they are determined to be entitled (and such other Lenders
                  hereby agree to return to such Lender any such erroneous
                  payments received by them). In performing its functions and
                  duties hereunder, Agent shall exercise the same care which it
                  would in dealing with loans for its own account, but neither
                  Agent nor any of its officers, directors, employees or agents
                  shall be responsible to any Lender for any recitals,
                  statements, representations or warranties herein or for the
                  execution, effectiveness, genuineness, validity,
                  enforceability, collectibility, or sufficiency of this
                  Agreement or any of the Loan Documents or the transactions
                  contemplated thereby, or for the financial condition of any
                  Loan Party. Agent shall not be required to make any inquiry
                  concerning either the performance or observance of any of the
                  terms, provisions or conditions of this Agreement or any of
                  the Loan Documents or the financial condition of any Loan
                  Party, or the existence or possible existence of any Default
                  or Event of Default. Agent may at any time request
                  instructions from Lenders with respect to any actions or
                  approvals which by the terms of this Agreement or of any of
                  the Loan Documents Agent is permitted or required to take or
                  to grant, and if such instructions are promptly requested,
                  Agent shall be absolutely entitled to refrain from taking any
                  action or to withhold any approval and shall not be under any
                  liability whatsoever to any Person for refraining from any
                  action or withholding any approval under any of the Loan
                  Documents until it shall have received such instructions from
                  Requisite Lenders or all of the Lenders, as applicable.
                  Without limiting the foregoing, no Lender shall have any right
                  of action whatsoever against Agent as a result of Agent acting
                  or refraining from acting under this Agreement, the Notes, or
                  any of the other Loan Documents in accordance with the
                  instructions of Requisite

                                      -58-

<PAGE>

                  Lenders. Agent shall have no obligation to take any action if
                  it believes, in good faith, that such action exposes Agent to
                  any liability for which it has not received satisfactory
                  indemnification in accordance with subsection 8.2(E).

         (D)      RELIANCE. Agent shall be entitled to rely, and shall be fully
                  protected in relying, upon any written or oral notices,
                  statements, certificates, orders or other documents or any
                  telephone message or other communication (including any
                  writing, telex, telecopy or telegram) believed by it in good
                  faith to be genuine and correct and to have been signed, sent
                  or made by the proper Person, and with respect to all matters
                  pertaining to this Agreement or any of the Loan Documents and
                  its duties hereunder or thereunder, upon advice of counsel
                  selected by it. Agent shall be entitled to rely upon the
                  advice of legal counsel, independent accountants, and other
                  experts selected by Agent in its sole discretion.

         (E)      INDEMNIFICATION. Lenders will reimburse and indemnify Agent
                  for and against any and all liabilities, obligations, losses,
                  damages, penalties, actions, judgments, suits, costs, expenses
                  (including, without limitation, attorneys' fees and expenses),
                  advances or disbursements of any kind or nature whatsoever
                  which may be imposed on, incurred by, or asserted against
                  Agent in any way relating to or arising out of this Agreement
                  or any of the Loan Documents or any action taken or omitted by
                  Agent under this Agreement or any of the Loan Documents, in
                  proportion to each Lender's Pro Rata Share (in each case, to
                  the extent not paid by the Loan parties); provided, however,
                  that no Lender shall be liable for any portion of such
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses, advances or disbursements
                  resulting from Agent's gross negligence or willful misconduct.
                  If any indemnity furnished to Agent for any purpose shall, in
                  the opinion of Agent, be insufficient or become impaired,
                  Agent may call for additional indemnity and cease, or not
                  commence, to do the acts indemnified against until such
                  additional indemnity is furnished. The obligations of Lenders
                  under this subsection 8.2(E) shall survive the payment in full
                  of the Obligations (including termination of the Total Risk
                  Participation Liability) and the termination of this
                  Agreement.

         (F)      HELLER INDIVIDUALLY. With respect to its obligations under the
                  Revolving Loan Commitment, the Loans made by it, and the Notes
                  issued to it, Heller shall have and may exercise the same
                  rights and powers hereunder and is subject to the same
                  obligations and liabilities as and to the extent set forth
                  herein for any other Lender. The terms "Lenders" or "Requisite
                  Lenders" or any similar terms shall, unless the context
                  clearly otherwise indicates, include Heller in its individual
                  capacity as a Lender or one of the Requisite Lenders. Heller,
                  either directly or through strategic affiliations, may lend
                  money to, acquire equity or other ownership interests in,
                  provide advisory services to and generally engage in any kind
                  of banking, trust or other business with any Loan Party as if
                  it were not acting as Agent pursuant hereto and without any
                  duty to account therefor to Lenders. Heller, either directly
                  or through strategic affiliations, may accept fees and other
                  consideration from any Loan Party for services in connection
                  with this Agreement or otherwise without having to account for
                  the same to Lenders. Each Lender understands and acknowledges
                  that General Electric Capital Corporation, the parent
                  corporation of Agent, is an equity investor in Penske.

                                      -59-

<PAGE>

         (G)      SUCCESSOR AGENT.

                  (1)      Resignation. Agent may resign from the performance of
                           all its agency functions and duties hereunder at any
                           time by giving at least thirty (30) Business Days'
                           prior written notice to Borrower and the Lenders.
                           Such resignation shall take effect upon the
                           acceptance by a successor Agent of appointment
                           pursuant to clause (2) below or as otherwise provided
                           below. Heller will resign as Agent at such time as it
                           holds no Loans, and its Commitments to make Revolving
                           Loans and Term Loans and its Risk Participation
                           Liability equals zero.

                  (2)      Appointment of Successor. Upon any such notice of
                           resignation pursuant to clause (1) above, Requisite
                           Lenders shall, upon receipt of Borrower's prior
                           consent which shall not be unreasonably withheld,
                           appoint a successor Agent. If a successor Agent shall
                           not have been so appointed within the thirty (30)
                           Business Day period, referred to in clause (1) above,
                           the retiring Agent, upon notice to Borrower, shall
                           then appoint a successor Agent who shall serve as
                           Agent until such time, if any, as Requisite Lenders,
                           upon receipt of Borrower's prior written consent
                           which shall not be unreasonably withheld, appoint a
                           successor Agent as provided above.

                  (3)      Successor Agent. Upon the acceptance of any
                           appointment as Agent under the Loan Documents by a
                           successor Agent, such successor Agent shall thereupon
                           succeed to and become vested with all the rights,
                           powers, privileges and duties of the retiring Agent,
                           and the retiring Agent shall be discharged from its
                           duties and obligations under the Loan Documents.
                           After any retiring Agent's resignation as Agent under
                           the Loan Documents, the provisions of this subsection
                           8.2 shall inure to its benefit as to any actions
                           taken or omitted to be taken by it while it was Agent
                           under the Loan Documents.

         (H)      COLLATERAL MATTERS.

                  (1)      Release of Collateral. Lenders hereby irrevocably
                           authorize Agent, at its option and in its discretion,
                           to release any Lien granted to or held by Agent upon
                           any property covered by the Security Documents (i)
                           upon termination of the Revolving Loan Commitment and
                           payment and satisfaction of all Obligations
                           including, without limitation, termination of the
                           Total Risk Participation Liability (other than
                           contingent indemnification Obligations not then due
                           and payable); (ii) constituting property being sold
                           or disposed of if Borrower certifies to Agent that
                           the sale or disposition is made in compliance with
                           the provisions of this Agreement (and Agent may rely
                           in good faith conclusively on any such certificate,
                           without further inquiry); (iii) constituting property
                           leased to Borrower or another Loan Party under a
                           lease which has expired or been terminated in a
                           transaction permitted under this Agreement or is
                           about to expire and which has not been, and is not
                           intended by Borrower to be, renewed or extended; or
                           (iv) in accordance with the provisions of the
                           succeeding sentence. Agent may release or compromise
                           any Collateral and the proceeds thereof having a
                           value not greater than ten percent (10%) of the total
                           book value of all Collateral, either in a single
                           transaction or in a series of related transactions,
                           with the consent of Lenders owning an aggregate of at
                           least eighty percent (80%) of the Revolving Loan
                           Commitment and the outstanding Term Loans, provided
                           that in no event will Agent, acting under the
                           authority granted to it pursuant to this sentence,
                           release

                                      -60-

<PAGE>

                           or compromise Collateral or the proceeds thereof
                           having a total book value in excess of twenty percent
                           (20%) of the book value of all Collateral, as
                           determined by Agent, during any calendar year.
                           Notwithstanding the foregoing, the Agent is
                           authorized and directed to execute and deliver the
                           NTT/PTA Release.

                  (2)      Confirmation of Authority; Execution of Releases.
                           Without in any manner limiting Agent's authority to
                           act without any specific or further authorization or
                           consent by Lenders (as set forth in subsection
                           8.2(H)(1)), each Lender agrees to confirm in writing,
                           upon request by Agent or Borrower or any other Loan
                           Party, the authority to release any property covered
                           by the Security Documents conferred upon Agent under
                           clause (i) through (iii) of subsection 8.2(H)(1).
                           Upon receipt by Agent of confirmation from the
                           requisite percentage of Lenders required by
                           subsection 8.2(H)(1), if any, of its authority to
                           release or compromise any particular item or types of
                           property covered by the Security Documents, and upon
                           at least ten (10) Business Days prior written request
                           by Borrower or any other Loan Party, Agent shall (and
                           is hereby irrevocably authorized by Lenders to)
                           execute such documents as may be necessary to
                           evidence the release or compromise of the Liens
                           granted to Agent, for the benefit of Agent and
                           Lenders, upon such Collateral, provided that (i)
                           Agent shall not be required to execute any such
                           document on terms which, in Agent's opinion, would
                           expose Agent to liability or create any obligation or
                           entail any consequence other than the release or
                           compromise of such Liens without recourse or
                           warranty, and (ii) such release or compromise shall
                           not in any manner discharge, affect or impair the
                           Obligations or any Liens upon (or obligations of any
                           Loan Party, in respect of), all interests retained by
                           any Loan Party, including (without limitation) the
                           proceeds of any sale, all of which shall continue to
                           constitute part of the property covered by the
                           Security Documents.

                  (3)      Absence of Duty. Agent shall have no obligation
                           whatsoever to any Lender or any other Person to
                           assure that the property covered by the Security
                           Documents exists or is owned by Borrower or any other
                           Loan Party or is cared for, protected or insured or
                           has been encumbered or that the Liens granted to
                           Agent have been properly or sufficiently or lawfully
                           created, perfected, protected or enforced or are
                           entitled to any particular priority, or to exercise
                           at all or in any particular manner or under any duty
                           of care, disclosure or fidelity, or to continue
                           exercising, any of the rights, authorities and powers
                           granted or available to Agent in this subsection
                           8.2(H) or in any of the Loan Documents, it being
                           understood and agreed that in respect of the property
                           covered by the Security Documents or any act,
                           omission or event related thereto, Agent may act in
                           any manner it may deem appropriate, in its
                           discretion, given Agent's own interest in property
                           covered by the Security Documents as one of the
                           Lenders and that Agent shall have no duty or
                           liability whatsoever to any of the other Lenders,
                           provided that Agent shall exercise the same care
                           which it would in dealing with loans for its own
                           account.

                  (I)      AGENCY FOR PERFECTION. Agent and each Lender hereby
                           appoint each other Lender as agent for the purpose of
                           perfecting Agent's security interest in assets which,
                           in accordance with Article 9 of the Uniform
                           Commercial Code in any applicable jurisdiction, can
                           be perfected only by possession and each Lender
                           hereby or by executing and delivering a Lender
                           Addition Agreement accepts such appointment. Should
                           any Lender (other than Agent) obtain possession of
                           any such Collateral, such Lender shall

                                      -61-

<PAGE>

                           notify Agent thereof, and, promptly upon Agent's
                           request therefor, shall deliver such Collateral to
                           Agent or in accordance with Agent's instructions.
                           Each Lender agrees that it will not have any right
                           individually to enforce or seek to enforce any
                           Security Document or to realize upon any collateral
                           security for the Loans, it being understood and
                           agreed that such rights and remedies may be exercised
                           only by Agent.

                  (J)      DISSEMINATION OF INFORMATION. Agent will use its best
                           efforts to provide Lenders with any information
                           received by Agent from Holdings or its Subsidiaries
                           which is required to be provided to a Lender
                           hereunder, provided that Agent shall not be liable to
                           Lenders for any failure to do so, except to the
                           extent that such failure is attributable to Agent's
                           gross negligence or willful misconduct.

                  (K)      NOTICE OF DEFAULT. Agent shall not be deemed to have
                           knowledge or notice of the occurrence of any Default
                           or Event of Default except with respect to defaults
                           in the payment of principal, interest and fees
                           required to be paid to Agent for the account of
                           Lenders, unless Agent shall have received written
                           notice from a Lender or Borrower referring to this
                           Agreement, describing such Default or Event of
                           Default and stating that such notice is a "notice of
                           default". Agent will notify each Lender of its
                           receipt of any such notice. Agent shall take such
                           action with respect to such Default or Event of
                           Default as may be requested by Requisite Lenders in
                           accordance with Section 6. Unless and until Agent has
                           received any such request, Agent may (but shall not
                           be obligated to) take such action, or refrain from
                           taking such action, with respect to such Default or
                           Event of Default as it shall deem advisable or in the
                           best interests of Lenders.

8.3      AMENDMENTS, CONSENTS AND WAIVERS FOR CERTAIN ACTIONS.

         (A)      Except as otherwise provided in this subsection 8.3, in
                  subsection 9.2 or in any Lender Addition Agreement and except
                  as to matters set forth in other subsections hereof or in any
                  other Loan Document as requiring only Agent's consent, the
                  consent of Requisite Lenders and Borrower will be required to
                  amend, modify, terminate, or waive any provision of this
                  Agreement or any of the other Loan Documents.

         (B)      In the event Agent requests the consent of a Lender and does
                  not receive a written consent or denial thereof within ten
                  (10) Business Days after such Lender's receipt of such
                  request, then such Lender will be deemed to have denied the
                  giving of such consent.

         (C)      In the event Agent requests the consent of a Lender and such
                  consent is denied, then Heller or the Lender which assigned
                  its interest in the Loans to such Lender (the "ASSIGNING
                  LENDER") may, at its option, require such Lender to reassign
                  its interest in the Loans to Heller or the Assigning Lender,
                  as applicable, for a price equal to the then outstanding
                  principal amount thereof plus accrued and unpaid interest,
                  fees and expenses due such Lender, which interest, fees and
                  expenses will be paid when collected from Borrower. In the
                  event that Heller or the Assigning Lender elects to require
                  any Lender to reassign its interest to Heller or the Assigning
                  Lender, Heller or the Assigning Lender, as applicable, will so
                  notify such Lender in writing within forty-five (45) days
                  following such Lender's denial, and such Lender will reassign
                  its interest to Heller or the Assigning Lender, as applicable,
                  no later than five (5) days following receipt of such notice.
                  The Consent of Borrower shall not be required for any
                  assignment under this paragraph (C).

8.4      SET OFF AND SHARING OF PAYMENTS. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, during the continuance of any Event of

                                      -62-

<PAGE>

Default, each Lender is hereby authorized by Holdings and Borrower at any time
or from time to time, with reasonably prompt subsequent notice to Holdings and
Borrower (any prior or contemporaneous notice being hereby expressly waived) to
set off and to appropriate and to apply any and all (A) balances held by such
Lender at any of its offices for the account of Holdings or any of its
Subsidiaries (other than any Institution Subsidiary of Borrower) (regardless of
whether such balances are then due to Holdings or any of its Subsidiaries), and
(B) other property at any time held or owing by such Lender to or for the credit
or for the account of Holdings or any of its Subsidiaries (other than any
Institution Subsidiary of Borrower), against and on account of any of the
Obligations; except that no Lender shall exercise any such right without the
prior written consent of Agent. Any Lender exercising a right to set off shall,
to the extent the amount of any such set off exceeds its Pro Rata Share of the
amount received in connection therewith by all Lenders, purchase for cash (and
the other Lenders shall sell) interests in each such other Lender's Pro Rata
Share of the Obligations as would be necessary to cause such Lender to share
such excess with each other Lender in accordance with their respective Pro Rata
Shares. Each of Holdings and Borrower agrees, to the fullest extent permitted by
law, that any Lender may exercise its right to set off with respect to amounts
in excess of its Pro Rata Share of the Obligations and upon doing so shall
deliver such excess to Agent for the benefit of all Lenders in accordance with
their Pro Rata Shares.

8.5      DISBURSEMENT OF FUNDS. Agent may, on behalf of Lenders, disburse funds
to Borrower for Loans requested. Each Lender shall reimburse Agent on demand for
all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender
will remit to Agent its Pro Rata Share of any Loan before Agent disburses same
to Borrower. If Agent elects to require that each Lender make funds available to
Agent, prior to a disbursement by Agent to Borrower, Agent shall advise each
Lender by telephone or telecopy of the amount of such Lender's Pro Rata Share of
the Loan requested by Borrower no later than 12:00 noon CST on the Funding Date
applicable thereto, and each such Lender shall pay Agent such Lender's Pro Rata
Share of such requested Loan, in same day funds, by wire transfer to Agent's
account on such Funding Date. If any Lender fails to pay the amount of its Pro
Rata Share forthwith upon Agent's demand, Agent shall promptly notify Borrower,
and Borrower shall immediately repay such amount to Agent. Any repayment
required pursuant to this subsection 8.5 shall be without premium or penalty.
Nothing in this subsection 8.5 or elsewhere in this Agreement or the other Loan
Documents, including without limitation the provisions of subsection 8.6, shall
be deemed to require Agent to advance funds on behalf of any Lender or to
relieve any Lender from its obligation to fulfil its commitments hereunder or to
prejudice any rights that Agent or Borrower may have against any Lender as a
result of any default by such Lender hereunder.

8.6      DISBURSEMENTS OF ADVANCES; PAYMENT.

         (A)      REVOLVING LOAN ADVANCES, PAYMENTS AND SETTLEMENTS; RELATED FEE
                  PAYMENTS.

                  (1)      The Revolving Loan balance may fluctuate from day to
                           day through Agent's disbursement of funds to, and
                           receipt of funds from, Borrower. In order to minimize
                           the frequency of transfers of funds between Agent and
                           each Lender notwithstanding terms to the contrary set
                           forth in Section 1 or subsection 8.5, Revolving Loan
                           advances and payments will be settled among Agent and
                           Lenders according to the procedures described in this
                           subsection 8.6. Notwithstanding these procedures,
                           each Lender's obligation to fund its portion of any
                           advances made by Agent to Borrower will commence on
                           the date such advances are made by Agent. Such
                           payments will be made by such Lender without set-off,
                           counterclaim or reduction of any kind.

                  (2)      On the second (2nd) Business Day of each week, or
                           more frequently (including daily), if Agent so elects
                           (each such day being a "SETTLEMENT DATE"), Agent will

                                      -63-

<PAGE>

                           advise each Lender by telephone or telecopy of the
                           amount of each such Lender's Pro Rata Share of the
                           Revolving Loan balance as of the close of business of
                           the (2nd) second Business Day immediately preceding
                           the Settlement Date. In the event that payments are
                           necessary to adjust the amount of such Lender's
                           required Pro Rata Share of the Revolving Loan balance
                           to such Lender's actual Pro Rata Share of the
                           Revolving Loan balance as of any Settlement Date, the
                           party from which such payment is due will pay the
                           other, in same day funds, by wire transfer to the
                           other's account not later than 3:00 p.m. CST on the
                           Business Day following the Settlement Date.

                  (3)      For purposes of this subsection 8.6(A)(3), the
                           following terms will have the meanings indicated:

                           (a)      "DAILY LOAN BALANCE" means an amount
                                    calculated as of the end of each calendar
                                    day by subtracting (i) the cumulative
                                    principal amount paid by Agent to a Lender
                                    on a Loan from the Closing Date through and
                                    including such calendar day, from (ii) the
                                    cumulative principal amount on a Loan
                                    advanced by such Lender to Agent on that
                                    Loan from the Closing Date through and
                                    including such calendar day.

                           (b)      "DAILY INTEREST RATE" means an amount
                                    calculated by dividing the interest rate
                                    payable to a Lender on a Loan (as set forth
                                    in subsection 1.2) as of each calendar day
                                    by three hundred sixty (360).

                           (c)      "DAILY INTEREST AMOUNT" means an amount
                                    calculated by multiplying the Daily Loan
                                    Balance of a Loan by the associated Daily
                                    Interest Rate on that Loan.

                           (d)      "INTEREST RATIO" means a number calculated
                                    by dividing the total amount of the interest
                                    on a Loan received by Agent with respect to
                                    the immediately preceding month by the total
                                    amount of interest on that Loan due from
                                    Borrower during the immediately preceding
                                    month.

                  On the first (1st) Business Day of each month ("INTEREST
                  SETTLEMENT DATE"), Agent will advise each Lender by telephone,
                  telex, or telecopy of the amount of such Lender's Pro Rata
                  Share of interest and fees on each of the Revolving Loans and
                  in respect of Risk Participating Liability as of the end of
                  the last day of the immediately preceding month. Provided that
                  such Lender has made all payments required to be made by it
                  under this Agreement, Agent will pay to such Lender, by wire
                  transfer to such Lender's account (as specified by such Lender
                  on the signature page of this Agreement or the applicable
                  Lender Addition Agreement, as amended by such Lender from time
                  to time after the date hereof pursuant to the notice
                  provisions contained herein or in the applicable Lender
                  Addition Agreement) not later than 3:00 p.m. CST on the next
                  Business Day following the Interest Settlement Date, such
                  Lender's Pro Rata Share of interest and fees on each of the
                  Loans. Such Lender's Pro Rata Share of interest on each Loan
                  will be calculated for that Loan by adding together the Daily
                  Interest Amounts for each calendar day of the prior month for
                  that Loan and multiplying the total thereof by the Interest
                  Ratio for that Loan. Such Lender's Pro Rata Share of each of
                  the commitment fee described in subsection 1.2(B) and the Risk
                  Participation Liability fee described in subsection 1.2(C)
                  shall be paid and calculated in a manner consistent with the
                  payment and calculation of interest as described in this
                  subsection 8.6(A).

                                      -64-

<PAGE>

         (B)      TERM LOAN PAYMENTS; RELATED FEE PAYMENTS. Payments of
                  principal, interest and fees in respect of the Term Loans, and
                  payment of all other fees and expenses not otherwise described
                  in subsection 8.6(A) will be settled on the Business Day
                  received by Agent in accordance with the provisions of Section
                  1.

         (C)      AVAILABILITY OF LENDER'S PRO RATA SHARE.

                  (1)      Unless Agent has been notified by a Lender prior to a
                           Funding Date of such Lender's intention not to fund
                           its Pro Rata Share of the Loan amount requested by
                           Borrower, Agent may assume that such Lender will make
                           such amount available to Agent on the Business Day
                           following the next Settlement Date. If such amount is
                           not, in fact, made available to Agent by such Lender
                           when due, Agent will be entitled to recover such
                           amount on demand from such Lender without set-off,
                           counterclaim or deduction of any kind.

                  (2)      Nothing contained in this subsection 8.6(C) will be
                           deemed to relieve a Lender of its obligation to
                           fulfil its commitments or to prejudice any rights
                           Agent or Borrower may have against such Lender as a
                           result of any default by such Lender under this
                           Agreement.

                  (3)      Without limiting the generality of the foregoing,
                           each Lender shall be obligated to fund its Pro Rata
                           Share of any Revolving Loan made after any Event of
                           Default or acceleration of the Obligations with
                           respect to any draw on a Lender Letter of Credit or a
                           Risk Participation Agreement.

         (D)      RETURN OF PAYMENTS.

                  (1)      If Agent pays an amount to a Lender under this
                           Agreement in the belief or expectation that a related
                           payment has been or will be received by Agent from
                           Borrower and such related payment is not received by
                           Agent, then Agent will be entitled to recover such
                           amount from such Lender without set-off, counterclaim
                           or deduction of any kind.

                  (2)      If Agent determines at any time that any amount
                           received by Agent under this Agreement must be
                           returned to Borrower or paid to any other person
                           pursuant to any solvency law or otherwise, then,
                           notwithstanding any other term or condition of this
                           Agreement, Agent will not be required to distribute
                           any portion thereof to any Lender. In addition, each
                           Lender will repay to Agent on demand any portion of
                           such amount that Agent has distributed to such
                           Lender, together with interest at such rate, if any,
                           as Agent is required to pay to Borrower or such other
                           Person, without set-off, counterclaim or deduction of
                           any kind.

                                   SECTION 9

                                  MISCELLANEOUS

9.1      INDEMNITIES. Borrower agrees to indemnify, pay, and hold Agent, each
Lender and their respective officers, directors, employees, agents, and
attorneys (the "INDEMNITEES") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits and claims of
any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Indemnitee as a result of its being a party to this Agreement or the
transactions contemplated by this Agreement or otherwise relating to any of the
Related Transactions; provided that Borrower shall have no obligation to

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an Indemnitee hereunder with respect to liabilities arising from the gross
negligence or willful misconduct of that Indemnitee as determined by a court of
competent jurisdiction. If and to the extent that the foregoing undertaking may
be unenforceable for any reason, Borrower agrees to make the maximum
contribution to the payment and satisfaction thereof that is permissible under
applicable law. This subsection and other indemnification provisions contained
within the Loan Documents shall survive the termination of this Agreement,
payment of the Loans, termination of the Total Risk Participation Liability and
payment of all other Obligations.

9.2      AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
amendment, modification, termination or waiver of any provision of this
Agreement, the Notes or any of the other Loan Documents, or consent to any
departure by any Loan Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by Requisite Lenders (or Agent, if
expressly set forth herein, in any Note or in any other Loan Document) and the
applicable Loan Party; provided, that except to the extent permitted by the
applicable Lender Addition Agreement, no amendment, modification, termination or
waiver shall, unless in writing and signed by all Lenders, do any of the
following: (a) increase any Lender's Pro Rata Share of the Revolving Loan
Commitment; (b) reduce the principal of, rate of interest on or fees payable
with respect to any Loan or Risk Participation Liability; (c) extend the Expiry
Date, extend the date on which any Scheduled Installment is to be paid or change
any date fixed for any payment of interest or fees; (d) change the aggregate
unpaid principal amount of the Loans; (e) change the percentage of Lenders which
shall be required for Lenders or any of them to take any action hereunder; (f)
release Collateral (except if the sale or disposition of such Collateral is
permitted under this Agreement or any other Loan Document); (g) amend or waive
this subsection 9.2 or the definitions of the terms used in this subsection 9.2
insofar as the definitions affect the substance of this subsection 9.2; (h)
consent to the assignment, delegation or other transfer by any Loan Party of any
of its rights and obligations under any Loan Document; (i) change the form in
which interest is required to be paid and (j) increase "Maximum Revolver Loan
Balance", any component thereof or any sublimit contained therein; and provided,
further, that no amendment, modification, termination or waiver affecting the
rights or duties of Agent under any Loan Document or in respect of any Lender
Letter of Credit or Risk Participation Agreement shall in any event be
effective, unless in writing and signed by Agent, in addition to Lenders
required hereinabove to take such action. Notwithstanding anything to the
contrary in this subsection 9.2, Agent and Borrower may execute amendments to
this Agreement and the other Loan Documents for the purpose of correcting
typographical errors without the consent of the Lenders. Each amendment,
modification, termination or waiver shall be effective only in the specific
instance and for the specific purpose for which it was given. No amendment,
modification, termination or waiver shall be required for Agent to take
additional Collateral pursuant to any Loan Document. No amendment, modification,
termination or waiver of any provision of any Note shall be effective without
the written concurrence of the holder of that Note. No notice to or demand on
Borrower or any other Loan Party in any case shall entitle Borrower or any other
Loan Party to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 9.2 shall be binding upon each
holder of the Notes at the time outstanding, each future holder of the Notes,
and, if signed by a Loan Party, on such Loan Party. Notwithstanding the
foregoing, while the Revolving Loan Commitment is in effect, no waiver of any
Default or Event of Default shall result in the condition referred to in clause
(C) of subsection 7.2 being satisfied as a result of such waiver unless such
waiver shall have been approved in writing by the Requisite Revolving Lenders;
furthermore, no amendment or waiver of the provisions of this sentence shall be
effective unless such amendment or waiver shall have been approved in writing by
the Requisite Lenders and the Requisite Revolving Lenders.

9.3      NOTICES. Any notice or other communication required shall be in writing
addressed to the respective party as set forth below and may be personally
served, telecopied, sent by overnight courier service or U.S. mail and shall be
deemed to have been given: (a) if delivered in person, when delivered; (b) if
delivered by telecopy, on the date of transmission if transmitted on a Business
Day before 4:00 p.m.

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<PAGE>

CST; (c) if delivered by overnight courier, two (2) days after delivery to the
courier properly addressed; or (d) if delivered by U.S. mail, four (4) Business
Days after deposit with postage prepaid and properly addressed.

Notices shall be addressed as follows:

         If to Borrower or Holdings:

                  Universal Technical Institute, Inc.
                  c/o The Jordan Company
                  767 Fifth Avenue, 48th Floor
                  New York, New York 10153

                  Attn:     A. Richard Caputo, Jr.
                  Telecopy: (212) 755-5263

         With a copy to:

                  Universal Technical Institute, Inc.
                  10851 N. Black Canyon Hwy, Suite 600
                  Phoenix, Arizona 85029

                  Attn:     Robert D. Hartman
                  Telecopy: (602) 254-9278

         With a copy to:

                  Mayer, Brown Rowe & Maw
                  555 College Avenue
                  Palo Alto, California 94306

                  Attn:     Martin J. Collins
                  Telecopy: (650) 331-2060

         If to Agent or Heller:

                  HELLER FINANCIAL, INC.
                  500 West Monroe Street
                  Chicago, Illinois 60661

                  Attn:     Account Manager
                            Corporate Finance
                  Telecopy: (312) 441-7367

                                      -67-

<PAGE>

         With a copy to:

                  HELLER FINANCIAL, INC.
                  500 West Monroe Street
                  Chicago, Illinois 60661

                  Attn:     Legal Services
                            Corporate Finance
                  Telecopy: (312) 441-7367

         If to a Lender:

                  To the address set forth on the signature page hereto or in
                  the applicable Lender Addition Agreement

9.4      FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or
delay on the part of Agent or any Lender to exercise, nor any partial exercise
of, any power, right or privilege hereunder or under any other Loan Documents
shall impair such power, right, or privilege or be construed to be a waiver of
any Default or Event of Default. All rights and remedies existing hereunder or
under any other Loan Document are cumulative to and not exclusive of any rights
or remedies otherwise available.

9.5      MARSHALLING; PAYMENTS SET ASIDE. Neither Agent nor any Lender shall be
under any obligation to marshall any assets in payment of any or all of the
Obligations. To the extent that Borrower makes payment(s) or Agent enforces its
Liens or Agent or any Lender exercises its right of set-off, and such payment(s)
or the proceeds of such enforcement or set-off is subsequently invalidated,
declared to be fraudulent or preferential, set aside, or required to be repaid
by anyone, then to the extent of such recovery, the Obligations or part thereof
originally intended to be satisfied, and all Liens, rights and remedies
therefor, shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or set-off had not occurred.

9.6      SEVERABILITY. The invalidity, illegality, or unenforceability in any
jurisdiction of any provision under the Loan Documents shall not affect or
impair the remaining provisions in the Loan Documents.

9.7      LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
The obligation of each Lender hereunder is several and not joint and no Lender
shall be responsible for the obligation or commitment of any other Lender
hereunder. In the event that any Lender at any time should fail to make a Loan
as herein provided, the Lenders, or any of them, at their sole option, may make
the Loan that was to have been made by the Lender so failing to make such Loan.
Nothing contained in any Loan Document and no action taken by Agent or any
Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt.

9.8      HEADINGS. Section and subsection headings are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purposes or be given substantive effect.

9.9      APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (WHICH PRINCIPLES SHALL BE
DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

                                      -68-

<PAGE>

9.10     SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
except that none of Holdings or Borrower may assign its rights or obligations
hereunder without the written consent of all Lenders.

9.11     NO FIDUCIARY RELATIONSHIP. No provision in the Loan Documents and no
course of dealing between the parties shall be deemed to create any fiduciary
duty owing to Holdings or Borrower or any other Loan Party by Agent or any
Lender. Borrower agrees that neither Agent nor any Lender shall have liability
to Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by Borrower in connection with, arising out of, or in any way related
to the transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless and to the extent that it is determined that such losses resulted from
the gross negligence or willful misconduct of the party from which recovery is
sought as determined by a court of competent jurisdiction. Neither Agent nor any
Lender shall have any liability with respect to, and Borrower hereby waives,
releases and agrees not to sue for, any special, indirect or consequential
damages suffered by Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

9.12     CONSTRUCTION. Agent, each Lender, Holdings and Borrower acknowledge
that each of them has had the benefit of legal counsel of its own choice and has
been afforded an opportunity to review the Loan Documents with its legal counsel
and that the Loan Documents shall be construed as if jointly drafted by Agent,
each Lender, Holdings and Borrower.

9.13     CONFIDENTIALITY; DISSEMINATION OF INFORMATION.

         (A)      Agent and the Lenders shall hold all nonpublic information
                  obtained pursuant to the requirements of this Agreement in
                  accordance with such Person's customary procedures of handling
                  confidential information of this nature, it being agreed that
                  such confidential information and other information are
                  intended to be used solely in connection with evaluation of
                  the performance of Holdings and its Subsidiaries by Agent, the
                  Lenders and Transferees and prospective Transferees under the
                  Loan Documents and the enforcement of rights and obligations
                  under the Loan Documents, and are not to be used (without the
                  prior written consent of Borrower) for any other purpose,
                  including in connection with extending of credit to, analyzing
                  or advising any competitor of the Borrower provided, however,
                  any Lender may make disclosure as required or requested by any
                  regulatory body or Governmental Authority or representative
                  thereof or pursuant to legal process. In no event shall the
                  Agent or any Lender be obligated or required to return any
                  materials furnished by Holdings or Borrower.

         (B)      Each of Holdings and the Borrower authorizes each Lender to
                  disclose to any participant or Purchaser or any other Person
                  acquiring an interest in the Loan Documents by operation of
                  law (each a "TRANSFEREE") and any prospective Transferee any
                  and all information in such Lender's possession concerning
                  Holdings, the Borrower and its Subsidiaries and the
                  Collateral; provided that prior to any such disclosure, such
                  prospective Transferee shall agree to preserve in accordance
                  with Section 9.13 the confidentiality of any confidential
                  information described therein; and provided, further, each
                  prospective Transferee shall be required to agree that if it
                  does not become a participant or assignee it shall return or
                  destroy all written materials furnished to it in connection
                  with this Agreement.

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<PAGE>

9.14     CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         (A)      EACH OF HOLDINGS AND BORROWER HEREBY IRREVOCABLY SUBMITS TO
                  THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
                  NEW YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR
                  PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS
                  AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
                  RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
                  DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY
                  OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
                  SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR
                  THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
                  LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS
                  AGAINST HOLDINGS OR BORROWER IN THE COURTS OF ANY OTHER
                  JURISDICTION. ANY JUDICIAL PROCEEDING BY HOLDINGS OR BORROWER
                  AGAINST AGENT OR ANY LENDER OR ANY AFFILIATE THEREOF
                  INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
                  ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
                  DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY,
                  NEW YORK.

         (B)      EACH OF HOLDINGS AND BORROWER DESIGNATES AND APPOINTS CT
                  CORPORATION SYSTEM AND SUCH OTHER PERSONS AS MAY HEREAFTER BE
                  SELECTED BY HOLDINGS AND BORROWER WHICH IRREVOCABLY AGREE IN
                  WRITING TO SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF
                  SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH
                  COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY EACH OF
                  HOLDINGS AND BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN
                  EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE
                  MAILED BY REGISTERED MAIL TO HOLDINGS AND BORROWER AT ITS
                  ADDRESS PROVIDED IN SUBSECTION 9.3 EXCEPT THAT UNLESS
                  OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH
                  COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF
                  ANY AGENT APPOINTED BY HOLDINGS OR BORROWER REFUSES TO ACCEPT
                  SERVICE, EACH OF HOLDINGS AND BORROWER HEREBY AGREES THAT
                  SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.
                  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
                  OTHER MANNER PERMITTED BY LAW.

9.15     WAIVER OF JURY TRIAL. EACH OF HOLDINGS, BORROWER, AGENT AND EACH LENDER
HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION
AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY
BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF HOLDINGS,
BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY

                                      -70-

<PAGE>

RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF
HOLDINGS, BORROWER, AGENT AND EACH LENDER FURTHER WARRANTS AND REPRESENTS THAT
EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LOAN DOCUMENTS, OR TO ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS OR THE LENDER LETTERS OF CREDIT OR
RISK PARTICIPATION AGREEMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. EACH OF HOLDINGS, BORROWER,
AGENT AND EACH LENDER ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND
WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF AGENT AND EACH LENDER.

9.16     SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS. All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement, the making of the Loans, issuances of Lender Letters
of Credit and Risk Participation Agreements and the execution and delivery of
the Notes. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Borrower set forth in subsections 1.3(D), 1.8 and
9.1 shall survive the payment of the Loans, and other obligations, termination
of the Total Risk Participation Liability and the termination of this Agreement.
The agreements contained in subsections 1.3(D), 1.8 and 9.1 of the Original
Credit Agreement shall continue in full force and effect as to each Lender under
the Original Credit Agreement, notwithstanding the amendment and restatement of
the Original Credit Agreement hereby.

9.17     ENTIRE AGREEMENT. This Agreement, the Notes and the other Loan
Documents referred to herein embody the final, entire agreement among the
parties hereto and supersede any and all prior commitments, agreements,
representations, understandings, whether oral or written, relating to the
subject matter hereof and may not be contradicted or varied by evidence of
prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto.

9.18     COUNTERPARTS. This Agreement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all of which counterparts together
shall constitute but one and the same instrument.

9.19     SCHEDULES AND EXHIBITS. The Schedules and Exhibits attached to the
Original Credit Agreement shall be deemed attached hereto, except in the case of
any Schedule or Exhibit attached hereto, which Schedule or Exhibit attached
hereto shall supersede any Schedule or Exhibit attached to the Original Credit
Agreement and bearing the same identifying number(s) and/or letter(s).

9.20     CONSENT OF LENDERS. Each Lender hereby consents for purposes of Section
3.11, to the amendment of the Holdings Subordinated Indebtedness Documents as
contemplated by subsection 7.1(J).

9.21     NO NOVATION. Notwithstanding anything contained herein, this Agreement
is not intended to and does not serve to effect a novation of the Obligations.
Instead, it is the express intention of the parties hereto to reaffirm the
indebtedness created under the Original Credit Agreement, which indebtedness is
evidenced by the note or notes provided for therein and secured by the
Collateral. Borrower acknowledges and confirms that the liens and security
interests granted pursuant to the Loan Documents secure the indebtedness,
liabilities and obligations of Borrower to Agent and Lenders under this

                                      -71-

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Agreement and that the term "Obligations" as used in the Loan Documents (or any
other term used in the Loan Documents to describe or refer to the indebtedness,
liabilities and obligations of Borrower to Agent and Lenders) includes, without
limitation, the indebtedness, liabilities and obligations of Borrower under the
Notes to be delivered hereunder and under this Agreement, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to
time. The Loan Documents and all agreements, instruments and documents executed
or delivered in connection with any of the foregoing shall each be deemed to be
amended to the extent necessary to give effect to the provisions of this
Agreement. Cross-references in the Loan Documents to particular section numbers
of the Original Credit Agreement shall be deemed to be cross-references to the
corresponding sections, as applicable, of this Agreement.

9.22     HISTORICAL REFERENCES. It is understood and agreed that neither NTT nor
PTA are parties to this Agreement or any other Loan Document (and have been
released therefrom), that all references to NTT and PTA (and the "COMPANIES") in
this Agreement and the other Loan Documents are for historical purposes only,
and that notwithstanding anything to the contrary contained in this Agreement or
any other Loan Document, there shall be no Default or Event of Default (or other
breach of this Agreement or any other Loan Document or any cause of action by
any Lender or Agent) based on any statement, representation, warranty or
covenant (including any misstatement, misrepresentation or breach of warranty or
covenant) by or as to NTT, PTA, the NTT Management Participation Letter, NTT
Purchase Agreement, NTT Purchase Transaction and NTT Related Transactions in
this Agreement or any other Loan Document, or any failure of NTT or PTA to
perform any obligation under any Loan Document, including any that have
previously occurred.

                                   SECTION 10

                                   DEFINITIONS

10.1     CERTAIN DEFINED TERMS. The terms defined below are used in this
Agreement as so defined. Terms defined in the preamble and recitals to this
Agreement are used in this Agreement as so defined.

         "ACCREDITING AGENCY" means any nationally recognized accrediting agency
         which, as of the Original Transaction Date has accredited, or after the
         Original Transaction Date shall accredit, any Institution and shall
         include, without limitation, the Accrediting Commission of Career
         Schools and Colleges of Technology.

         "ACCSCT" means the Accrediting Commission of Career Schools and
         Colleges of Technology.

         "AFFILIATE" means any Person: (a) directly or indirectly controlling,
         controlled by, or under common control with, Holdings or Borrower; (b)
         directly or indirectly owning or holding ten percent (10%) or more of
         any equity interest in Holdings or Borrower; or (c) ten percent (10%)
         or more of whose voting stock or other equity interest is directly or
         indirectly owned or held by Holdings or Borrower. For purposes of this
         definition, "control" (including with correlative meanings, the terms
         "controlling", "controlled by" and "under common control with") means
         the possession directly or indirectly of the power to direct or cause
         the direction of the management and policies of a Person, whether
         through the ownership of voting securities or by contract or otherwise.

         "AGENT" means Heller in its capacity as agent for the Lenders under
         this Agreement and each of the other Loan Documents and any successor
         in such capacity appointed pursuant to subsection 8.2.

                                      -72-

<PAGE>

         "AGREEMENT" means this Second Amended and Restated Credit Agreement
         (including all schedules and exhibits hereto).

         "AMENDMENT AND RESTATEMENT DATE" means June 30, 1998.

         "AMENDMENT NO. 1" means Amendment No. 1 to the Amended and Restated
         Credit Agreement, dated as of September 30, 1998.

         "AMENDMENT NO. 1 DATE" means September 30, 1998.

         "AMENDMENT NO. 2" means Amendment No. 2 to the Amended and Restated
         Credit Agreement, dated as of September 30, 1998.

         "AMENDMENT NO. 2 DATE" means September 30, 1998.

         "AMENDMENT NO. 3" means Amendment No. 3 to the Amended and Restated
         Credit Agreement dated as of September 30, 1999.

         "ANNUITY TRUST" means Nelson Sharp 1998 Charitable Remainder Annuity
         Trust, a Colorado charitable trust.

         "ASSET DISPOSITION" means the disposition whether by sale, lease,
         transfer, loss, damage, destruction, condemnation or otherwise of any
         of the following: (i) any of the capital stock of any of Borrower's
         Subsidiaries or (ii) any or all of the assets of Holdings or any of its
         Subsidiaries other than sales of inventory in the ordinary course of
         business. "NET PROCEEDS" means cash proceeds received by Holdings or
         any of its Subsidiaries from any Asset Disposition (including insurance
         proceeds, awards of condemnation, and payments under notes or other
         debt securities received in connection with any Asset Disposition), net
         of (a) the costs of such sale, lease, transfer or other disposition
         (including, but not limited to, taxes attributable to such sale, lease
         or transfer and costs and expenses payable under the Management
         Agreement, (b) amounts applied to repayment of Indebtedness (other than
         the Obligations) secured by a Lien on the asset or property disposed,
         (c) an appropriate reserve for income taxes in accordance with GAAP
         after taking into account all available credits and deductions, and (d)
         reasonable and customary reserves established by Holdings associated
         with an Asset Disposition, which reserves shall be subject to Agent's
         reasonable approval.

         "ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement, dated as
         of September 30, 1997 (as amended, modified or supplemented from time
         to time in accordance with its terms and the terms hereof) by and among
         Old CHC, Old CEG, Holdings, The Clinton Harley Corporation, and Clinton
         Education Group, Inc., whereby Holdings purchased all of the assets of
         Old CHC and Old CEG (the "CHC/CEG ASSETS").

         "AVAILABILITY" means, at any time, the amount, if any, by which the
         Maximum Revolver Loan Balance exceeds the sum of the outstanding
         principal amount of the Revolving Loans, at such time.

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
         "Bankruptcy", as amended from time to time or any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         and all rules and regulations promulgated thereunder.

         "BORROWER" has the meaning ascribed to that term in the preamble of
         this Agreement.

                                      -73-

<PAGE>

         "BUSINESS DAY" means (a) for all purposes other than as covered by
         clause (b) below, any day excluding Saturday, Sunday and any day which
         is a legal holiday under the laws of the Commonwealth of Pennsylvania,
         or the States of Illinois, Arizona, New York, Florida, Colorado or
         Texas or is a day on which banking institutions located in any such
         states are closed, and (b) with respect to all notices, determinations,
         fundings and payments in connection with Loans bearing interest at the
         LIBOR, any day that is a Business Day described in clause (a) above and
         that is also a day for trading by and between banks in Dollar deposits
         in the applicable interbank LIBOR market.

         "BUSINESS UNIT DISPOSITION" means the conveyance, sale, lease,
         sublease, transfer, other disposition or grant of an option to acquire
         (x) assets of Holdings or any of its Subsidiaries or (y) the equity
         interests in any Subsidiary of Holdings, which assets described in
         clause (x) or Subsidiary described in clause (y) accounted for, as
         determined in accordance with GAAP, more than 5% of the gross revenues
         of Holdings and its Subsidiaries determined in accordance with GAAP on
         a consolidated basis for the most recent period of twelve consecutive
         months.

         "CASH COLLATERAL AGREEMENT" means a cash collateral agreement between
         Borrower and Agent in form and substance satisfactory to Agent.

         "CERTIFICATIONS AND ACCREDITATIONS" means all certifications,
         accreditations, licenses, permits and other authorizations, including
         Program Participation Agreements, necessary to allow individuals
         enrolled in training programs conducted by the Institution Subsidiaries
         to qualify for educational loans, grants and other forms of student
         financial assistance from governmental agencies and other sources
         referred to in the catalogs and advertising literature of Holdings and
         its Subsidiaries, including, without limitation, all Certifications and
         Accreditations necessary for the Institution Subsidiaries to
         participate in student financial aid programs administered by the DOE
         pursuant to Title IV.

         "CEG CLOSING NOTE" means the subordinated promissory note of Holdings,
         dated September 30, 1997, issued to Old CEG, in the original principal
         amount of $4,000,000.

         "CHARLESBANK" means affiliates of Charlesbank Capital Partners, LLC,
         including but not limited to, Charlesbank Equity Fund V, Limited
         Partnership, a Massachusetts limited partnership, and each of their
         respective principals, employees, partners and family members and
         trusts for the benefit of any of the foregoing and their respective
         Subsidiaries.

         "CHC/CEG ASSETS" is defined in the definition of Asset Purchase
         Agreement.

         "CLOSING DATE" means January 23, 1998.

         "COHORT DEFAULT RATE" means, as to any Institution, the percentage of
         students or former students of such Institution who default on loans
         received through the Federal Family Education Loan or Federal Direct
         Loan Programs, or any other applicable program under Title IV, before
         the end of the Federal fiscal year after the year in which such
         students or former students enter repayment for such loans, as further
         described in Section 668.17(d) of the Regulations.

         "COLLATERAL" means, collectively: (a) all capital stock and other
         property pledged pursuant to the Security Documents; (b) all
         "Collateral" as defined in the Security Documents; (c) all real
         property mortgaged pursuant to the Security Documents; and (d) any
         property or interest provided in addition to or in substitution for any
         of the foregoing.

                                      -74-

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         "COMMON STOCK" means the common stock, $1 par value per share, of
         Borrower outstanding on the Closing Date or thereafter issued.

         "COMPANIES" means and includes PTA and NTT.

         "CONTRACTUAL OBLIGATIONS," as applied to any Person, means any
         indenture, mortgage, deed of trust, contract, undertaking, agreement or
         other instrument to which that Person is a party or by which it or any
         of its properties is bound or to which it or any of its properties is
         subject, including, without limitation, the Related Transactions
         Documents.

         "CONVERTIBLE PREFERRED STOCK" means the 7.5% Series D convertible
         preferred stock of Holdings and convertible, at the option of the
         holders or upon an initial public offering, for 42.5% of the fully
         diluted issued and outstanding common stock of Holdings.

         "CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT" means the Preferred
         Stock Purchase Agreement, dated as of January 8, 2002 among Holdings,
         Penske and Charlesbank, as originally in effect or as amended, modified
         or supplemented as permitted hereby.

         "CURRENT STOCKHOLDERS" means the Stockholders of Holdings existing on
         the Closing Date.

         "DEFAULT" means a condition or event that, after notice or lapse of
         time or both, would constitute an Event of Default if that condition or
         event were not cured or removed within any applicable grace or cure
         period.

         "DOE" means the United States Department of Education.

         "EMPLOYMENT AGREEMENTS" means the Amended and Restated Non-Interference
         Agreements, each dated as of the Amendment No. 1 Date, between Borrower
         on the one hand and John C. White and Robert D. Hartman, respectively
         on the other hand, as in effect on the Amendment No. 1 Date.

         "ENVIRONMENTAL LAWS" means all applicable federal, state, local and
         foreign laws, statutes, ordinances, codes, rules, standards and
         regulations, now or hereafter in effect, and any applicable judicial or
         administrative interpretation thereof, including any applicable
         judicial or administrative order, consent decree, order or judgment,
         imposing liability or standards of conduct for or relating to the
         regulation and protection of human health, safety, the environment and
         natural resources (including ambient air, surface water, groundwater,
         wetlands, land surface or subsurface strata, wildlife, aquatic species
         and vegetation). Environmental Laws include the Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980 (42
         U.S.C. Sections 9601 et seq.) ("CERCLA"); the Hazardous Materials
         Transportation Authorization Act of 1994 (49 U.S.C. Sections 5101 et
         seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7
         U.S.C. Sections 136 et seq.); the Solid Waste Disposal Act (42
         U.S.C. Sections 6901 et seq.); the Toxic Substance Control Act (15
         U.S.C. Sections 2601 et seq.); the Clean Air Act (42 U.S.C. Sections
         7401 et seq.); the Federal Water Pollution Control Act (33
         U.S.C. Sections 1251 et seq.); the Occupational Safety and Health Act
         (29 U.S.C. Sections 651 et seq.); and the Safe Drinking Water Act (42
         U.S.C. Sections 300(f) et seq.), and any and all regulations
         promulgated thereunder, and all analogous state, local and foreign
         counterparts or equivalents and any transfer of ownership notification
         or approval statutes.

         "ENVIRONMENTAL LIABILITIES" means, with respect to any Person, all
         liabilities, obligations, responsibilities, response, remedial and
         removal costs, investigation and feasibility study costs,

                                      -75-

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         capital costs, operation and maintenance costs, losses, damages,
         punitive damages, property damages, natural resource damages,
         consequential damages, treble damages, costs and expenses (including
         all reasonable fees, disbursements and expenses of counsel, experts and
         consultants), fines, penalties, sanctions and interest incurred as a
         result of or related to any claim, suit, action, investigation,
         proceeding or demand by any Person, whether based in contract, tort,
         implied or express warranty, strict liability, criminal or civil
         statute or common law, including any arising under or related to any
         Environmental Laws, Environmental Permits, or in connection with any
         Release or threatened Release or presence of a Hazardous Material
         whether on, at, in, under, from or about or in the vicinity of any real
         or personal property.

         "ENVIRONMENTAL PERMITS" means all permits, licenses, authorizations,
         certificates, approvals or registrations required by any Governmental
         Authority under any Environmental Laws.

         "ERISA" means at any time the Employee Retirement Income Security Act
         of 1974 and the regulations promulgated and rulings issued thereunder,
         all as the same shall be in effect at such time.

         "EXPIRY DATE" means the earlier of (a) the suspension (subject to
         reinstatement) of the Lenders' obligations to make Revolving Loans
         pursuant to subsection 6.2, (b) the acceleration of the Obligations
         pursuant to subsection 6.3 or (c) March 31, 2007.

         "FIRST AMENDED AND RESTATED CREDIT AGREEMENT" means the Original Credit
         Agreement as in effect as of June 30, 1998 (and after giving effect to
         the first amendment and restatement occurring on or about such date).

         "FISCAL QUARTER" or "FISCAL QUARTER" means each quarterly period ending
         on the last day of March, June, September or December.

         "FREELY AVAILABLE CASH AND CASH EQUIVALENTS" means, at any time, the
         excess, if any, of (i) the aggregate amount of cash on hand and Cash
         Equivalents (excluding cash securing any Collateralized DOE Letter of
         Credit), in each case, free of all Liens (other than in favor of Agent
         as security for the Obligations) of Borrower and its Subsidiaries at
         such time, in each case, immediately available to Borrower or its
         Subsidiaries, as applicable, on demand over (ii) the aggregate amount
         of cash on hand and Cash Equivalents (free of all Liens) required by
         the DOE to be maintained by Borrower and its Subsidiaries as of the
         last day of Borrower's most recent fiscal year ending on or prior to
         such time or such more recent time (on or prior to such time) as DOE
         shall have revised such requirement.

         "GAAP" means generally accepted accounting principles as set forth in
         statements from Auditing Standards No. 69 entitled "The Meaning of
         Present Fairly in Conformance with Generally Accepted Accounting
         Principles in the Independent Auditors Reports'" issued by the Auditing
         Standards Board of the American Institute of Certified Public
         Accountants and statements and pronouncements of the Financial
         Accounting Standards Board that are applicable to the circumstances as
         of the date of determination.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
         other political subdivision thereof, and any agency, department or
         other entity exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government.

         "HAZARDOUS MATERIAL" means any substance, material or waste that is
         regulated by, or forms the basis of liability now or hereafter under,
         any Environmental Laws, including any material or

                                      -76-

<PAGE>

         substance that is (a) defined as a "solid waste," "hazardous waste,"
         "hazardous material," "hazardous substance," "extremely hazardous
         waste," "restricted hazardous waste," "pollutant," "contaminant,"
         "hazardous constituent," "special waste," "toxic substance" or other
         similar term or phrase under any Environmental Laws, or (b) petroleum
         or any fraction or by-product thereof, asbestos, polychlorinated
         biphenyl's (PCB's), or any radioactive substance.

         "HOLDINGS SUBORDINATED INDEBTEDNESS" means, collectively, the Holdings
         Subordinated Indebtedness (Sellers), the Holdings Subordinated
         Indebtedness (NTT) and the Holdings Subordinated Indebtedness (JZEP).

         "HOLDINGS SUBORDINATED INDEBTEDNESS (JZEP)" means the $19,400,000 in
         principal amount of 13.50% subordinated indebtedness issued by Holdings
         pursuant to the terms of the Holdings Subordinated Indebtedness
         Documents (MCIT) and held, as of the Amendment No. 1 Date, by JZEP (and
         excludes the Holding Subordinated Indebtedness (Sellers)).

         "HOLDINGS SUBORDINATED INDEBTEDNESS (NTT)" means $5,250,000 in
         principal amount of 8.00% convertible subordinated indebtedness issued
         by Holdings to Nelson Sharp and any indebtedness issued in lieu of
         payment of interest pursuant to the terms of the Holding Subordinated
         Indebtedness Documents (NTT).

         "HOLDINGS SUBORDINATED INDEBTEDNESS (SELLERS)" means the $4,000,000 in
         original principal amount of 13.5% junior subordinated indebtedness
         exchanged on the Amendment No. 1 Date, for a like principal amount of
         13.5% promissory notes of Holdings issued on January 23, 1998, together
         with all accrued interest added to the principal thereof pursuant to
         paragraph (B) thereof as in effect on the Amendment No. 1 Date.

         "HOLDINGS SUBORDINATED INDEBTEDNESS DOCUMENTS" means, collectively, the
         Holdings Subordinated Indebtedness Documents (MCIT) and the Holdings
         Subordinated Indebtedness Documents (NTT).

         "HOLDINGS SUBORDINATED INDEBTEDNESS DOCUMENTS (MCIT)" means (i) the
         Purchase Agreement (MCIT) and each other "Purchase Document" (as
         defined in such Purchase Agreement (MCIT) as of the Amendment No. 1
         Date) and (ii) the Seller Subordinated Notes; in each case, as amended,
         modified or supplemented from time to time in accordance with their
         respective terms and the terms of this Agreement.

         "HOLDINGS SUBORDINATED INDEBTEDNESS DOCUMENTS (NTT)" means the Sharp
         Note and each other document executed in connection therewith, in each
         case, as amended, modified or supplemented from time to time in
         accordance with its terms and with the terms of this Agreement.

         "INDEBTEDNESS", as applied to any Person, means: (a) all indebtedness
         for borrowed money; (b) that portion of obligations with respect to
         capital leases that is properly classified as a liability on a balance
         sheet in conformity with GAAP; (c) notes payable and drafts accepted
         representing extensions of credit whether or not representing
         obligations for borrowed money; (d) any obligation owed for all or any
         part of the deferred purchase price of property or services if the
         purchase price is due more than six (6) months from the date the
         obligation is incurred or is evidenced by a note or similar written
         instrument; and (e) all indebtedness secured by any Lien on any
         property or asset owned or held by that Person regardless of whether
         the indebtedness secured thereby shall have been assumed by that Person
         or is nonrecourse to the credit of that Person; provided, however, that
         "Indebtedness" shall not include (i) unsecured liabilities incurred

                                      -77-

<PAGE>

         in the ordinary course of business, which are not evidenced by a note
         or other instrument and which are not described in clause (d) of this
         definition, or (ii) liabilities under leases which, under GAAP, are
         operating leases.

         "INSTITUTION" means each eligible institution (now or hereafter owned
         or operated by Holdings or any of its Subsidiaries or prior to the
         Original Transaction Date by Old CHC and Old CEG) as defined under the
         Higher Education Act of 1965, as amended.

         "INSTITUTION SUBSIDIARY" means any Subsidiary of Borrower which
         operates an Institution and has no other material business.

         "INSTRUCTING LENDERS" means Lenders having (a) sixty-six and two-thirds
         percent (66-2/3%) or more of the sum of the Revolving Loan Commitment
         and the outstanding principal balance of the Term Loans or, (b) if the
         Revolving Loan Commitment has been terminated, sixty-six and two-thirds
         (66-2/3%) or more of the aggregate outstanding principal balance of the
         Loans and Risk Participation Liability.

         "INTERCOMPANY INTERCREDITOR LETTER" means a letter agreement among the
         applicable debtor, the applicable secured party and the Agent,
         substantially in the form of Exhibit 10.1(E) (with blanks appropriately
         completed), as such letter agreement may be amended, modified or
         supplemented from time to time in accordance with its terms.

         "INTERCOMPANY NOTE" has the meaning assigned to that term in subsection
         3.1(B)(2).

         "INTERCOMPANY SECURITY AGREEMENT" means a security agreement in favor
         of an Institutional Subsidiary, substantially in the form of Exhibit
         10.1(F), as such security agreement may be amended, modified or
         supplemented from time to time in accordance with its terms and the
         terms of an applicable Intercompany Intercreditor Letter.

         "IRC" means the Internal Revenue Code of 1986, as amended from time to
         time and all rules and regulations promulgated thereunder.

         "JORDAN" means The Jordan Company.

         "JORDAN GROUP" means The Jordan Company, Jordan/Zalaznick Capital
         Corporation and their respective principals, employees, partners and
         family members and trusts for the benefit of any of the foregoing, and
         Leucadia National Corporation and their respective Subsidiaries.

         "JZEP" means JZ Equity Partners PLC (f/k/a MCIT PLC), a public company
         incorporated under the laws of England and Wales.

         "LENDER" or "LENDERS" means the New Lenders and the Continuing Lenders,
         together with their respective successors and permitted assigns
         pursuant to subsection 8.1.

         "LENDER ADDITION AGREEMENT" means an agreement, substantially in the
         form of Exhibit 10.1(B), among Agent, a Lender and such Lender's
         assignee regarding their respective rights and obligations with respect
         to assignments of the Loans, the Revolving Loan Commitment and other
         interests under this Agreement and the other Loan Documents.

         "LIEN" means any lien, mortgage, pledge, security interest, charge or
         encumbrance of any kind, whether voluntary or involuntary (including
         any conditional sale or other title retention agreement

                                      -78-

<PAGE>

         and any lease in the nature thereof), and any agreement to give any
         lien, mortgage, pledge, security interest, charge or encumbrance.

         "LOAN" or "LOANS" means an advance or advances under the Revolving Loan
         Commitment or any Term Loan.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Security
         Documents, each reimbursement agreement relating to a Lender Letter of
         Credit or Risk Participation Agreement and all other instruments,
         documents and agreements executed by or on behalf of any Loan Party and
         delivered on the Closing Date or concurrently herewith or at any time
         hereafter to or for the benefit of Agent or any Lender in connection
         with the Loans and other transactions contemplated by this Agreement,
         all as amended, supplemented or modified from time to time.

         "LOAN PARTY" means, collectively, Holdings, Borrower, and any other
         Person (other than Agent and any Lender) which is or becomes a party to
         any Loan Document.

         "LOAN YEAR" means each period of one year, beginning on the Closing
         Date and on each anniversary thereof.

         "MANAGEMENT AGREEMENT" means the Management Consulting Agreement dated
         as of September 30, 1997, between Holdings and TJC Management
         Corporation as in effect on the Original Transaction Date, as amended
         by that certain side letter dated September 30, 1998, that certain side
         letter dated September 30, 1999 (the "SECOND SIDE LETTER") by TJC
         Management Corporation and Holdings and that certain side letter, dated
         [the Second Amendment and Restatement Date] among TJC Management
         Corporation, Penske, Charlesbank Capital Partners, LLC and Holdings.

         "MANAGEMENT NOTE" means a promissory note, substantially in the form of
         Exhibit 10.1(D) hereto, issued by Holdings pursuant to the Stockholders
         Agreement.

         "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect upon the
         business, operations, properties, assets or condition (financial or
         otherwise) of Holdings and its Subsidiaries taken as a whole or (b) the
         impairment of the ability of any Loan Party to perform its obligations
         under any Loan Document to which it is a party or of Agent or any
         Lender to enforce any Loan Document or collect any of the Obligations.

         "MCIT" means JZEP.

         "MODIFICATION NO. 1" means the letter agreement, dated as of the
         Amendment and Restatement Date, from Holdings to JZEP, amending and
         modifying the Purchase Agreement (MCIT).

         "MODIFICATION NO. 2" means the letter agreement, dated as of June 26,
         1998, from Holdings to JZEP, amending and modifying the Purchase
         Agreement (MCIT).

         "MODIFICATION NO. 3" means the letter agreement, dated as of the
         Amendment No. 1 Date, from Holdings to JZEP, amending and modifying the
         Purchase Agreement (MCIT).

         "NASCAR SALE/LEASEBACK" means the sale and leaseback of certain
         property located in Mooresville, North Carolina pursuant to the terms
         of that certain Holdback Agreement and certain Lease Agreement, each
         dated as of February 11, 2002 by an between Speed (NC) QRS

                                      -79-

<PAGE>

         14-70, Inc., a Delaware corporation, Universal Technical Institute of
         North Carolina, Inc. (formerly known as Nascar Technical Institute,
         Inc.), a Delaware corporation, and the Borrower.

         "NECESSARY REGULATORY AUTHORITIES" means each of (i) the DOE; (ii) the
         ACCSCT; (iii) the Arizona State Board for Private Postsecondary
         Education; (iv) the California Bureau of Private Postsecondary and
         Vocational Education; (v) the Florida Commission for Independent
         Education; (vi) the Illinois State Board of Education; (vii) the North
         Carolina Community College System; (viii) the Texas Workforce
         Commission; and (ix) the Texas Higher Education Coordinating Board.

         "NET PROCEEDS" has the meaning assigned to that term in the definition
         of "Asset Disposition."

         "NON-INSTITUTION SUBSIDIARY" means any Subsidiary that is not an
         Institution Subsidiary.

         "NOTE" or "NOTES" means one or more of the notes of Borrower
         substantially in the form of Exhibit 10.1(A), or any combination
         thereof.

         "NTT" means National Technology Transfer, Inc., a Delaware corporation.

         "NTT MANAGEMENT PARTICIPATION LETTER" means the side letter between
         Nelson Sharp and Holdings, dated June 12, 1998, related to NTT
         Management equity participation.

         "NTT/PTA RELEASE" means the release in the form of Exhibit 10.1(G)
         hereto.

         "NTT PURCHASE AGREEMENT" means the Stock Purchase Agreement, dated as
         of June 12, 1998, as amended, modified or supplemented from time to
         time in accordance with its terms and the terms hereof by and among NTT
         Acquisition, Inc., the Trusts and Nelson R. Sharp.

         "NTT PURCHASE TRANSACTION" means the purchase by NTT Acquisition, Inc.
         of 100% of the capital stock of NTT.

         "NTT RELATED TRANSACTIONS" means the NTT Purchase Transaction, the
         issuance of the Holdings Subordinated Indebtedness (NTT) and the
         payment of all fees, costs and expenses incurred by Holdings and its
         Subsidiaries in connection with the foregoing and the financing
         contemplated hereby.

         "OBLIGATIONS" means all obligations, liabilities and indebtedness of
         every nature of each Loan Party from time to time owed to Agent
         (including, for this purpose General Electric Capital Corporation to
         the extent it has issued a Lender Letter of Credit or Risk
         Participation Agreement at the request of Heller, as Agent) or any
         Lender under the Loan Documents including the principal amount of all
         debts, claims and indebtedness, accrued and unpaid interest (including,
         without limitation, interest accrued after the commencement of a
         proceeding under the Bankruptcy Code in which any Loan Party is a
         debtor, whether or not a claim in respect of such interest is an
         allowed claim in such proceeding), and all fees, costs and expenses,
         whether primary, secondary, direct, contingent, fixed or otherwise,
         heretofore, now and/or from time to time hereafter owing, due or
         payable whether before or after the filing of a proceeding under the
         Bankruptcy Code by or against any Loan Party.

         "OLD CEG" means Clinton Education Group Inc., an Arizona corporation.

         "OLD CHC" means The Clinton Harley Corporation, a Delaware corporation.

                                      -80-

<PAGE>

         "ORIGINAL TRANSACTION DATE" means September 30, 1997.

         "PENSKE" means Penske Capital Partners, LLC and its affiliates,
         including but not limited to, Worldwide Training Group, LLC, a Delaware
         limited liability company, and each of their respective principals,
         employees, partners and family members and trusts for the benefit of
         any of the foregoing and their respective Subsidiaries.

         "PENSKE/CHARLESBANK RELATED TRANSACTIONS" means the purchase from
         Holdings by Penske and Charlesbank of Convertible Preferred Stock for
         not less than $45,500,000 in cash and the other transactions
         contemplated by the Convertible Preferred Stock Purchase Agreement.

         "PENSKE/CHARLESBANK RELATED TRANSACTION DOCUMENTS" means the
         Convertible Preferred Stock Purchase Agreement and the certificates of
         designation for the Convertible Preferred Stock.

         "PERMITTED ACQUISITION" means an acquisition (i) by Borrower of all of
         the issued and outstanding capital stock or other equity interests (and
         all options, warrants and other rights in respect thereof) of any
         Person incorporated or organized under the laws of any state of the
         United States of America, or (ii) by a wholly-owned Subsidiary (other
         than an Institution Subsidiary) of Borrower of all or substantially all
         of the assets of any Person, to the extent that:

         (a)      in the case of an acquisition described in (i) above, the
                  business of such Person ("TARGET PERSON") consists solely of
                  the operation (or operation and ownership) of an Institution
                  within the United States of America, or in the case of an
                  acquisition described in (ii) above, the assets purchased
                  ("TARGET BUSINESS") constitute a business consisting solely of
                  the operation (or ownership and operation) of an Institution
                  in the United States of America;

         (b)      financial statements for the Target Person or Target Business
                  are delivered to Agent and Lenders and are reasonably
                  acceptable to the Instructing Lenders and demonstrate to the
                  reasonable satisfaction of the Instructing Lenders that the
                  Target Person or Target Business, as the case may be, had
                  positive Pre-Acquisition Target EBITDA (calculated in
                  accordance with attachment 4.3 to the Compliance Certificate)
                  for a period of not less than 12 months prior to the
                  acquisition;

         (c)      projections for Holdings and its Subsidiaries after giving
                  effect to such acquisition, are delivered to Agent and the
                  Lenders and are acceptable to the Instructing Lenders and
                  demonstrate to the reasonable satisfaction of the Instructing
                  Lenders that Holdings and its Subsidiaries (including the
                  Target Person or Target Business, as the case may be) shall be
                  in compliance with the covenants contained in Section 4 hereof
                  through the date described in clause (c) of the definition of
                  "Expiry Date";

         (d)      Agent shall be satisfied that all requisite consents from all
                  governmental agencies (including, without limitation, for
                  continuation of Title IV funding) and Accrediting Agencies for
                  the consummation of such acquisition have been obtained and
                  that the Target Person or Target Business, as the case may be,
                  shall have been in substantial compliance with the
                  Regulations, all state laws and regulations applicable to
                  Institutions and all rules and regulations of all applicable
                  Accrediting Agencies;

         (e)      for each of the three (3) completed fiscal years of the Target
                  Person or Target Business, as the case may be, ending most
                  recently prior to the date of such acquisition, such Target
                  Person or Target Business, as the case may be, has derived not
                  more than 89% of its

                                      -81-

<PAGE>

                  revenues from Title IV program funds, as calculated by the
                  formula set forth in Section 600.5(d) of the Regulations;

         (f)      in none of the three (3) completed fiscal years of the Target
                  Person or Target Business, as the case may be, ending most
                  recently prior to the date of such acquisition, was the Cohort
                  Default Rate of the Institutions operated (or owned and
                  operated) by such Target Person or constituting such Target
                  Business, as the case may be, in excess of 25%;

         (g)      the total consideration provided for such acquisition by
                  Holdings and its Subsidiaries (including, without limitation,
                  Indebtedness and other liabilities and Liens assumed or
                  attaching to purchased assets, and Indebtedness (on terms and
                  pursuant to documentation reasonably acceptable to the
                  Instructing Lenders, which Indebtedness, in any event, must be
                  unsecured and subordinated on terms acceptable to the
                  Instructing Lenders and any Liens which survive such
                  acquisition shall be subject to an intercreditor agreement in
                  favor of Agent on terms and conditions and pursuant to
                  documents satisfactory to the Instructing Lenders) issued to
                  the seller of the Target Person or Target Business, as the
                  case may be, in connection with such acquisition) shall not
                  exceed $5,000,000 for such acquisition and the total
                  consideration for such acquisition and all acquisitions
                  consummated in such fiscal year shall not exceed $7,500,000 in
                  the aggregate;

         (h)      Instructing Lenders shall be satisfied with the terms of and
                  all documentation in connection with such acquisition,
                  including, without limitation, all documents evidencing,
                  governing or creating Indebtedness or Liens assumed, incurred,
                  issued or otherwise constituting consideration for such
                  acquisition or surviving the acquisition, and all employment,
                  management, non-competition and similar agreements, and Agent
                  shall have completed, with results reasonably satisfactory to
                  Instructing Lenders, such due diligence with respect to the
                  Target Person or Target Business, as the case may be, as
                  Instructing Lenders shall have determined;

         (i)      Agent shall have received not less than thirty (30) days'
                  prior written notice of such acquisition, and shall have, at
                  least fifteen (15) days prior to the consummation of such
                  acquisition, received projections, in form and substance
                  satisfactory to Instructing Lenders and all other financial
                  information and pro forma financial information necessary to
                  determine if such acquisition is a Permitted Acquisition;

         (j)      after giving effect to such acquisition and the financing
                  thereof, Availability plus Freely Available Cash and Cash
                  Equivalents is $2,500,000 or greater; and

         (k)      concurrently with the consummation of such acquisition, Agent
                  shall have been furnished with (x) in the case of a Target
                  Person, a first priority perfected security interest in all
                  capital stock (or other equity interests) of such Target
                  Person, all distributions in respect thereof and all proceeds
                  thereof and such documents, opinions, stock certificates,
                  stock powers and other documents as Agent shall have requested
                  in connection therewith and (y) to the extent permitted by the
                  Regulations and not adverse to the Borrower insofar as the DOE
                  is concerned in the case of a Target Business, a first
                  priority perfected security interest on all assets
                  constituting such Target Business and all proceeds thereof,
                  and such documents, opinions, stock certificates, stock powers
                  and other documents as Agent shall have requested in
                  connection therewith.

         "PERSON" means and includes natural persons, corporations, limited
         liability companies, limited partnerships, limited liability
         partnerships, limited liability companies, general partnerships, joint

                                      -82-

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         stock companies, joint ventures, associations, companies, trusts,
         banks, trust companies, land trusts, business trusts or other
         organizations, whether or not legal entities, and governments and
         agencies and political subdivisions thereof and their respective
         permitted successors and assigns (or in the case of a governmental
         person, the successor functional equivalent of such Person).

         "PRE-ACQUISITION TARGET EBITDA" for any Target Person or Target
         Business means, at any time, EBITDA for any Target Person or Target
         Business (calculated in a manner consistent with the calculation of
         EBITDA as provided in attachment 4.3 to Exhibit 4.8(C) with such
         adjustments thereto as may be agreed upon between Borrower and Agent)
         for the period of twelve full fiscal months ending on or most recently
         prior to such time, to the extent such EBITDA has not been included in
         EBITDA of Holdings and its Subsidiaries for such period of twelve full
         fiscal months (per attachment 4.3 to Exhibit 4.8(C).

         "PREFERRED STOCK" means the Convertible Preferred Stock, the Series A
         Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
         of Holdings.

         "PRO FORMA" means the unaudited consolidated and consolidating balance
         sheet of Holdings and its Subsidiaries prepared in accordance with GAAP
         as of the Second Amendment and Restatement Date after giving effect to
         the Penske/Charlesbank Related Transactions. The Pro Forma is annexed
         hereto as Schedule 10.1(A).

         "PRO FORMA BASIS" means after giving pro forma effect to (x) any
         acquisition or sale of a person, business or asset, related incurrence,
         repayment or refinancing of Indebtedness, capital expenditures or other
         related transactions, including any restructuring charges which would
         otherwise be accounted for as adjustments permitted by Regulation S-X
         under the Securities Act of 1933, as amended, or on a pro forma basis
         under GAAP, or (y) any issue, repayment or refinancing of any
         Indebtedness and the application of the proceeds therefrom, in each
         case, as if such acquisition or sale and related transactions,
         restructurings, consolidations, cost savings, reductions, issue,
         repayment or refinancing were realized on the first day of the relevant
         period.

         "PROGRAM PARTICIPATION AGREEMENT" means a program participation
         agreement as described in Section 668.14 of the Regulations.

         "PROJECTIONS" means Holdings forecasted consolidated and consolidating:
         (a) balance sheets; (b) profit and loss statements; (c) cash flow
         statements; and (d) capitalization statements, all prepared on a
         division by division and Subsidiary by Subsidiary basis on a consistent
         basis with historical financial statements of Holdings and its
         Subsidiaries, together with appropriate supporting details and a
         statement of underlying assumptions. The Projections represent and will
         represent as of the date thereof the good faith estimate of Holdings
         and its senior management concerning the most probable course of its
         business. It is recognized that such projections, estimates and
         forecasts are subject to significant contingencies and uncertainties,
         many of which are beyond the control of Holdings and Borrower and that
         no assurances are given that such projections, estimates and forecasts
         will be achieved.

         "PRO RATA SHARE" means (a) with respect to a Lender's obligation to
         lend a portion of Term Loan A (including Incremental Term Loan A) or
         Term Loan B and receive payments of interest and principal with respect
         thereto, the percentage obtained by dividing (i) such Lender's
         commitment to make a portion of such Term Loan, as set forth on the
         signature page of this Agreement opposite such Lender's signature or in
         the most recent Lender Addition Agreement, if any, executed by such
         Lender, by (ii) all such commitments of all Lenders to make such Term
         Loan, (b) with respect to a Lender's obligation to make Revolving Loans
         and receive payments of

                                      -83-

<PAGE>

         interest and principal with respect thereto (and with respect to the
         related commitment fee described in subsection 1.2(B)) and with respect
         to a Lender's obligation to share in any Risk Participation Liability
         (and with respect to the related Risk Participation Liability fee
         described in subsection 1.2(C)), the percentage obtained by dividing
         (i) such Lender's commitment to make Revolving Loans, as set forth on
         the signature page of this agreement opposite such Lender's signature
         or in the most recent Lender Addition Agreement, if any, executed by
         such Lender, by (ii) all such commitments of all Lenders to make
         Revolving Loans and (c) with respect to all other matters (including
         without limitation the indemnification obligations arising under
         subsection 8.2(E)), the percentage obtained by dividing (i) the sum of
         the then outstanding portions of the Term Loans which were funded by
         such Lender, plus the commitment of such Lender to make Revolving
         Loans, as set forth on the signature page of this Agreement opposite
         such Lender's signature or in the most recent Lender Addition
         Agreement, if any, executed by such Lender, by (ii) the sum of the then
         outstanding Term Loans, plus the aggregate Revolving Loan Commitment.

         "PTA" means Performance Training Associates, Inc., a Delaware
         corporation.

         "PURCHASE AGREEMENT (MCIT)" means the Purchase Agreement, dated the
         Closing Date, between Holdings, as Issuer, and MCIT, as purchaser, for
         the 13.5% senior subordinated notes of Holdings due 2006 and 2008 in
         the aggregate principal amount of $19,400,000, as amended by
         Modification No. 1, Modification No. 2 and Modification No. 3 and as
         further amended, modified or supplemented in accordance with its terms
         and the terms of this Agreement.

         "QUALIFIED PREFERRED STOCK" means preferred stock of Holdings which by
         its terms (or by the terms of any security into which it is convertible
         or for which it is exchangeable) or upon the happening of any event,
         (i) has no requirement for the payment of dividends in cash prior to
         March 31, 2009 and (ii) does not mature, is not mandatorily redeemable,
         pursuant to a sinking fund obligation or otherwise, and is not
         redeemable at the option of the holder thereof, in whole or in part, in
         any case, on or prior to March 31, 2009.

         "REAL ESTATE" means any real property owned, operated, leased or
         occupied by any Loan Party, any Institution Subsidiary or any other
         Person within the control of any Loan Party.

         "REGULATIONS" means the regulations promulgated by the DOE under Title
         IV.

         "RELATED TRANSACTIONS" means the UTI Related Transactions, the NTT
         Related Transactions and the Penske/Charlesbank Related Transactions.

         "RELATED TRANSACTIONS DOCUMENTS" means, collectively: (a) any or all of
         the stock certificates, notes, debentures or other instruments
         representing securities bought, sold or issued, or loans made, to
         facilitate the consummation of the Related Transactions; (b) the
         indentures or other documents pursuant to which such stock, notes,
         debentures or other instruments are issued or to be issued; (c) each
         document governing the issuance of, or setting forth the terms of, such
         stock, notes, debentures or other instruments, including, without
         limitation, the provisions governing the Preferred Stock; (d) any
         stockholders, registration rights or intercreditor agreement among or
         between the holders of such stock, notes, debentures or other
         instruments; (e) the Convertible Preferred Stock Purchase Agreement,
         the Securities Purchase Agreement, the Asset Purchase Agreement, the
         "Related Agreements" (as defined in the Securities Purchase Agreement
         and Asset Purchase Agreement), the NTT Purchase Agreement and all
         documents, instruments and agreements executed in connection therewith;
         (f) all other instruments, documents and agreements executed in
         connection with the Related Transactions, but excluding all Loan

                                      -84-

<PAGE>

         Documents; and (g) the Holdings Subordinated Indebtedness Documents; in
         the case of each of the documents described in (a) through (g), on
         terms and conditions satisfactory to Agent and as in effect on the
         Second Amendment and Restatement Date or as amended, modified or
         supplemented from time to time in accordance with their respective
         terms and the terms hereof.

         "RELEASE" means any release, threatened release, spill, emission,
         leaking, pumping, pouring, emitting, emptying, escape, injection,
         deposit, disposal, discharge, dispersal, dumping, leaching or migration
         of Hazardous Material in the indoor or outdoor environment, including
         the movement of Hazardous Material through or in the air, soil, surface
         water, ground water or property.

         "REMAINING SUBORDINATED INDEBTEDNESS" means Subordinated Indebtedness
         outstanding immediately prior to the Second Amendment and Restatement
         Date other than Subject Subordinated Indebtedness.

         "REMAINING SUBORDINATED INDEBTEDNESS DOCUMENTS" the Holdings
         Subordinated Indebtedness Documents (NTT) and the CEG Closing Note.

         "REQUISITE LENDERS" means Lenders having (a) fifty-one percent (51%) or
         more of the sum of the Revolving Loan Commitment and the outstanding
         principal balance of the Term Loans or, (b) if the Revolving Loan
         Commitment has been terminated, fifty-one percent (51%) or more of the
         aggregate outstanding principal balance of the Loans and Risk
         Participation Liability.

         "REQUISITE REVOLVING LENDERS" means Lenders having fifty-one percent
         (51%) or more of the Revolving Loan Commitment.

         "RESPONSIBLE OFFICER" means the chairman, chief executive officer,
         chief financial officer, president, any vice-president, secretary,
         assistant secretary, treasurer or assistant treasurer or any director
         of Borrower or Holdings, as the case may be.

         "REVOLVING NOTE" means a Note of the Borrower issued in respect of a
         Revolving Loan and Substantially in the form included in Exhibit
         10.1(A).

         "SECOND AMENDMENT AND RESTATEMENT DATE" means the date and time that
         the conditions set forth in subsection 7.3 are satisfied.

         "SECURITIES PURCHASE AGREEMENT" means the Agreement for the Purchase of
         Securities, dated as of September 30, 1997, by and among Holdings and
         the current stockholders as described therein.

         "SECURITY DOCUMENTS" means all instruments, documents and agreements
         executed by or on behalf of any Loan Party to guaranty or provide
         collateral security with respect to the Obligations including, without
         limitation, any security agreement or pledge agreement, any guaranty of
         the Obligations, any mortgage, and all instruments, documents and
         agreements executed pursuant to the terms of the foregoing.

         "SELLER SUBORDINATED NOTES" has the meaning provided in the Purchase
         Agreement (MCIT) as in effect on the Amendment No. 1 Date.

         "SELLERS" means Sharp and the Trusts.

                                      -85-

<PAGE>

         "SEPTEMBER 1999 CAPITAL CONTRIBUTION" means the capital contribution of
         cash on the Third Amendment Date equal to (a) $2,354,000 by the
         non-management purchasers listed in the 1999 Subscription Agreement to
         Holdings in exchange for the shares of Series C Preferred Stock and
         common stock of Holdings as set forth on Schedule 10.1(B) attached
         hereto and (b) $1,733,260.28 by certain of Holding's management
         stockholders to Holdings in exchange for the shares of Series C
         Preferred Stock and common stock of Holdings as set forth on Schedule
         10.1(B) attached hereto.

         "SERIES C PREFERRED STOCK" means all shares of Series C Preferred Stock
         of Holdings.

         "SHARP" means Nelson R. Sharp.

         "SHARP NOTE" means that certain 8.00% convertible promissory note of
         Holdings, dated June 30, 1998, issued to Sharp in the original
         principal amount of $5,250,000, as amended through the Second Amendment
         and Restatement Date and evidencing the Holding Subordinated
         Indebtedness (NTT).

         "START-UP EXPENSES" means expenses (a) not exceeding $1,500,000 in the
         aggregate in the fiscal year ended September 30, 1998, incurred by
         Borrower and its Subsidiaries in connection with the establishment of
         satellite campuses, the formation of Clinton Education Group and the
         formation of the Mercedes and BMW facilities, (b) not exceeding
         $1,000,000 in the aggregate beginning in the fiscal year ending
         September 30, 1999 through and including December 31, 2000, incurred by
         the Borrower and its Subsidiaries in connection with prospective NASCAR
         and Ford programs, and (c) and losses not exceeding $2,532,000 in the
         aggregate in the fiscal year ended September 30, 2002 in connection
         with the establishment of satellite campuses, and (d) and losses not
         exceeding $420,000 in the aggregate in the fiscal quarter ended
         December 31, 2002; in each case, to the extent taken into account in
         the determination of net income of Holdings and its Subsidiaries.

         "STOCKHOLDERS AGREEMENT" means the Amended and Restated Universal
         Technical Institute, Inc. Stockholders Agreement, dated as of March 29,
         2002, as amended, modified or supplemented from time to time in
         accordance with its terms.

         "SUBJECT SUBORDINATED INDEBTEDNESS" means the Subordinated Indebtedness
         required to be satisfied as a condition precedent under subsection
         7.1(C).

         "SUBORDINATED INDEBTEDNESS" means the Holdings Subordinated
         Indebtedness and the obligations under the Indebtedness evidenced by
         the CEG Closing Note.

         "SUBORDINATED INDEBTEDNESS DOCUMENTS" means the Holdings Subordinated
         Indebtedness Documents, and all documents evidencing, governing or
         securing all other Subordinated Indebtedness.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
         partnership, association or other business entity of which more than
         fifty percent (50%) of the total voting power of shares of stock (or
         equivalent ownership or controlling interest) entitled (without regard
         to the occurrence of any contingency) to vote in the election of
         directors, managers or trustees thereof is at the time owned or
         controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person or a combination thereof.

                                      -86-

<PAGE>

         "TARGET BUSINESS" has the meaning assigned to that term in the
         definition of "Permitted Acquisition".

         "TARGET PERSON" has the meaning assigned to that term in the definition
         of "Permitted Acquisition".

         "TAX SHARING AGREEMENT" means the tax-sharing agreement, dated as of
         September 30 1997, among Holdings, Borrower and the Subsidiaries of
         Holdings listed therein as in effect on the Closing Date.

         "TERM NOTE" means a Note of the Borrower in respect of a Term Loan and
         substantially in the form included in Exhibit 10.1(A).

         "THIRD AMENDMENT" shall mean the Third Amendment to the First Amended
         and Restated Credit Agreement, among Holdings, Borrower, National
         Technology Transfer, Inc., Agent and Lenders.

         "THIRD AMENDMENT DATE" shall mean the effective date of the Third
         Amendment.

         "TITLE IV" means Title IV of the Higher Education Act of 1965, as
         amended.

         "TRANSITION AGREEMENT" means the Employment and Non-Interference
         Agreement between Borrower and Nelson R. Sharp, dated as of and as in
         effect on June 30, 1998.

         "TRUSTS" means and includes the Unitrust and the Annuity Trust.

         "UCC" means the Uniform Commercial Code as in effect in the State of
         New York.

         "UNITRUST" means Nelson Sharp 1998 Charitable Remainder Unitrust, a
         Colorado charitable remainder trust.

         "UTI RELATED TRANSACTIONS" means the UTI Transactions, the issuance of
         Holdings Subordinated Indebtedness (JZEP) on January 23, 1998 and
         Preferred Stock, and the payment of all fees, costs and expenses
         incurred by Holdings and its Subsidiaries in connection with the
         foregoing.

         "UTI TRANSACTIONS" means the acquisition and recapitalization
         transactions contemplated by the Asset Purchase Agreement and the
         Securities Purchase Agreement.

         "WHITE NOTE" means that certain promissory note of White's Family
         Corporation, LLC, dated September 30, 1997, issued to Holdings in the
         original principal amount of $4,000,050.

         "WHOLLY-OWNED SUBSIDIARY" means, as to any Person, a Subsidiary, all of
         the shares of each class of capital stock of such Subsidiary is
         beneficially owned and controlled by such Person.

10.2     OTHER DEFINITIONAL PROVISIONS. References to "Sections", "subsections",
"Exhibits" and "Schedules" shall be to Sections, subsections, Exhibits and
Schedules, respectively, of this Agreement unless otherwise specifically
provided. Any of the terms defined in subsection 10.1 may, unless the context
otherwise requires, be used in the singular or the plural depending on the
reference. In this Agreement, "hereof", "herein", "hereto", "hereunder" and the
like mean and refer to this Agreement as a whole and not merely to the specific
section, paragraph or clause in which the respective word appears;

                                      -87-

<PAGE>

words importing any gender include the other gender; references to "writing"
include printing, typing, lithography and other means of reproducing words in a
tangible visible form; the words "including", "includes" and "include" shall be
deemed to be followed by the words "without limitation"; references to
agreements and other contractual instruments shall be deemed to include
subsequent amendments, assignments, and other modifications thereto, but only to
the extent such amendments, assignments and other modifications are not
prohibited by the terms of this Agreement or any other Loan Document; references
to Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such Persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

  [Remainder of page left blank intentionally; signatures on following pages.]

                                      -88-

<PAGE>

Witness the due execution hereof by the respective duly authorized officers of
the undersigned as of the date first written above.

                                     UTI HOLDINGS, INC.,
                                     as Borrower

                                     By: _______________________________________
                                         Name:  A. Richard Caputo, Jr.
                                         Title: Vice President

                                     UNIVERSAL TECHNICAL INSTITUTE,
                                     INC., as Parent

                                     By: _______________________________________
                                         Name:  A. Richard Caputo, Jr.
                                         Title: Vice President

<PAGE>

                                     HELLER FINANCIAL, INC.,
                                     as Agent and a Continuing Lender

                                     By: _______________________________________
                                         Name:  Luis Acosta
                                         Title: Senior Vice President

Commitment to make Revolving Loans:
$8,571,428.57

Percentage of Revolving Loan Commitment:
42.8571429%

Commitment to make original Term Loan A:
$5,611,607.15 (Fully Advanced)

Percentage of Term Loan A:
42.8571429%

Commitment to make Incremental Term Loan A:
$2,959,821.42

Percentage of Incremental Term Loan A:
42.8571429%

Commitment to make Original Term Loan B:
$14,657,142.86 (Fully Advanced)

Percentage of Original Term Loan B:
47.1428571%

<PAGE>

                                     ANTARES CAPITAL CORPORATION,
                                     Continuing Lender

                                     By: ______________________________________
                                         Name:
                                         Title:

Commitment to make Revolving Loans:
$5,714,285.71

Percentage of Revolving Loan Commitment:
28.5714286%

Commitment to make original Term Loan A:
$1,907,946.43 (Fully Advanced)

Percentage of Term Loan A:
14.5714286%

Commitment to make Incremental Term Loan A:
$1,006,339.28

Percentage of Incremental Term Loan A:
14.5714286%

Commitment to make Original Term Loan B:
$4,371,428.57 (Fully Advanced)

Percentage of Original Term Loan B:
18.5714286%

<PAGE>

                                     JP MORGAN CHASE BANK,
                                     AS TRUSTEE OF THE ANTARES FUNDING TRUST
                                     CREATED UNDER A TRUST AGREEMENT DATED AS OF
                                     NOVEMBER 30, 1999
                                     New Lender

                                     By:________________________________________
                                        Name:
                                        Title:

Commitment to make Revolving Loans:
$0

Percentage of Revolving Loan Commitment:
0%

Commitment to make original Term Loan A:
$1,047,500 (Fully Advanced)

Percentage of Term Loan A:
8.0000000%

Commitment to make Incremental Term Loan A:
$552,500

Percentage of Incremental Term Loan A:
8.0000000%

Commitment to make Original Term Loan B:
$2,400,000 (Fully Advanced)

Percentage of Original Term Loan B:
5.7142857%

<PAGE>

                                     THE ROYAL BANK OF SCOTLAND PLC,
                                     New Lender

                                     By: _______________________________________
                                         Name:
                                         Title:

Commitment to make Revolving Loans:
$5,714,285.71

Percentage of Revolving Loan Commitment:
28.5714286%

Commitment to make original Term Loan A:
$3,741,071.43 (Fully Advanced)

Percentage of Term Loan A:
28.5714286%

Commitment to make Incremental Term Loan A:
$1,973,214.28

Percentage of Incremental Term Loan A:
28.5714286%

Commitment to make Original Term Loan B:
$8,571,428.57 (Fully Advanced)

Percentage of Original Term Loan B:
28.5714286%
<PAGE>

                                                         LIBOR RATE LOAN REQUEST

                                                                  EXHIBIT 1.2(G)

[INSERT NAME AND ADDRESS OF BORROWER]

                                                                [      ], 200[ ]

Heller Financial, Inc., as Agent
500 West Monroe Street
Chicago, Illinois 60661

Attention:        Portfolio Analyst
                  Corporate Finance Group

Ladies and Gentlemen:

We refer to the Second Amendment and Restatement of Credit Agreement dated as of
[   ], 2002 (as the same has been or may hereafter be amended, modified or
supplemented, the "CREDIT AGREEMENT") among Heller Financial, Inc., a Delaware
corporation, as Agent and a Lender ("AGENT"), UTI Holdings, Inc. and Universal
Technical Institute, Inc., and the other Lenders party thereto from time to
time. Capitalized terms used but not defined herein have the meanings given to
them in the Credit Agreement.

Pursuant to subsection 1.2(G) of the Credit Agreement, Borrower hereby:

         (1)      gives notice that on [    ], [200[    ]] it desires to borrow
                  an aggregate principal amount of $[     ], which shall be a
                  LIBOR Loan. The LIBOR Loan shall have an Interest Period of
                  [ ] months [INSERT ONE, TWO, THREE OR SIX]; or

         (2)      makes a request to:

(a)      convert $[   ] [of presently outstanding [Base Rate/LIBOR] Revolving
Loans] [of the presently outstanding Term Loan, which is presently a [Base
Rate/LIBOR Rate with an Interest Period expiration date of [   ], [200[ ]]]] to
[Base Rate/LIBOR] Loans on [   ], [200[ ]]. If converting to LIBOR Loans, the
Interest Period for such LIBOR Loans is requested to be a [one/two/three/six]
month period.

(b)      continue as LIBOR Loans $[   ] of presently outstanding LIBOR Loans
constituting [Revolving Loans/a portion of the Term Loan] with an Interest
Period expiration date of [   ], [200[ ]]. The Interest Period for such LIBOR
Loans is requested to be a [one/two/three/six] month period.

The undersigned hereby certifies that, both before and after giving effect to
the advance, conversion or continuation request above (i) all of the
representations and warranties contained in the Credit Agreement and the other
Loan Documents, together with all supplemental disclosures delivered to Agent
prior to the date hereof, are true, correct and complete in all material
respects as of the date hereof (except for any representation or warranty
limited by its terms to a specific date and taking into account amendments to
Schedules or Exhibits as a result of any disclosures made in writing by Borrower
after the Second Amendment and Restatement Date and approved by Agent in
writing) and (ii) no Default or Event of Default has occurred and is continuing
on the date hereof.

                                 EXHIBIT 1.2(G)

<PAGE>

                                          Sincerely,

                                          UTI HOLDINGS, INC.

                                          By: __________________________________
                                              Name:
                                              Title:

                                EXHIBIT 1.2(G)-2

<PAGE>

                                                    EXCESS CASH FLOW COMPUTATION

                                                                  EXHIBIT 1.5(B)

This certificate is given by UTI Holdings, Inc., an Arizona corporation
("BORROWER") and Universal Technical Institute, Inc. ("HOLDINGS"), pursuant to
subsection 1.5(B) of that certain Second Amended and Restated Credit Agreement
dated as of [   ], 2002 (as the same has been or may hereafter be amended,
modified or supplemented, the "CREDIT AGREEMENT") among Heller Financial, Inc.,
a Delaware corporation, as Agent and a Lender ("AGENT"), Borrower and Holdings
and the other Lenders party thereto from time to time. Capitalized terms used
herein without definition shall have the meanings set forth in the Credit
Agreement.

The officer executing this certificate is the Chief Financial Officer [CHIEF
EXECUTIVE OFFICER] of each of Borrower and Holdings and as such is duly
authorized to execute and deliver this certificate on behalf of Holdings and its
Subsidiaries. By executing this certificate such officer hereby certifies to
Agent and Lenders that:

         (a)      set forth below is a schedule of Excess Cash Flow for the year
                  ended [   ], [200[ ]] and the calculation of the required
                  repayment of $[   ];

         (b)      the schedule set forth below is based on the audited financial
                  statements which have been delivered to Agent and Lenders in
                  accordance with subsection 4.8(B)

IN WITNESS WHEREOF, Borrower and Holdings have caused this Certificate to be
executed by their Chief Financial Officer [CHIEF EXECUTIVE OFFICER] this [   ]
day of [   ], 200[ ].

                                          UTI HOLDINGS, INC.
                                          UNIVERSAL TECHNICAL INSTITUTE, INC.

                                          By: __________________________________
                                              Chief Financial Officer
                                              [Chief Executive Officer]

                                 EXHIBIT 1.5(B)

<PAGE>

                                                    SCHEDULE OF EXCESS CASH FLOW
                                      ATTACHMENT TO EXCESS CASH FLOW COMPUTATION

Excess Cash Flow is defined as follows:

<TABLE>
<S>                                                                                             <C>
EBITDA (as calculated on attachment 4.3 of Exhibit 4.8(C) to the Credit Agreement
("EXHIBIT 4.8(C)")                                                                              $
                                                                                                --------------

Less:    Any provision for (or plus any benefit from) income or franchise taxes
         included in the determination of net income                                            --------------

         Unfinanced Capital Expenditures (as calculated on Exhibit 4.8(C))                      --------------

         Other Capitalized Costs, defined as the gross amount  capitalized, for any
         fiscal period, as long term assets (net of cash received in respect of long
         term assets), other than (a) Capital Expenditures and (b) fees and expenses
         capitalized with respect to the Related Transactions                                   --------------

         Scheduled principal payments with respect to Indebtedness actually paid in
         cash (excluding mandatory prepayments required by subsection 1.5)                      --------------

         Total Interest Expenses (as calculated on Exhibit 4.8(C))                              --------------

         The aggregate of all voluntary prepayments of the Term Loans made in
         accordance with subsection 1.5(A) of the Credit Agreement                              --------------

         Restricted Junior Payments made in cash and permitted under subsection 3.5
         of the Credit Agreement                                                                --------------

Plus:    Decrease (increase) in Working Capital (defined below)                                 --------------

         Decreases (increases) in long term deferred tax assets                                 --------------

         Increases (decreases) in long term deferred tax liabilities                            --------------

         Increases (decreases) in long term portion of accrued liabilities
                and other long-term liabilities, excluding Indebtedness                         --------------

         Fees paid for the period under the Management Agreement in compliance with
         this Agreement and director's fees paid for the period in compliance with
         this Agreement                                                                         --------------
</TABLE>

                                EXHIBIT 1.5(B)-2

<PAGE>

<TABLE>
<S>                                                                                             <C>
         Start-Up Expenses for the period                                                       --------------

         Expenditures pursuant to the last sentence of subsection 4.9  applicable to,
         but not included in, the Pro Forma; including expenditures during the
         period  made in  connection with the Related Transactions and payment of
         liabilities existing on the Closing Date                                               --------------

$200,000

Excess Cash Flow                                                                                $
                                                                                                ==============

Prepayment percent                                                                                          75%(1)

Prepayment amount                                                                               $
                                                                                                ==============
</TABLE>

----------------------
(1)      or 50% if the Ratio of Total Indebtedness to TTM EBITDA as demonstrated
         on attachment 4.7 as at the end of such fiscal year is less than 2.0x.

                                EXHIBIT 1.5(B)-3

<PAGE>

Decrease (increase) in Working Capital, for the purposes of the calculation of
Excess Cash Flow, means the following:

<TABLE>
<CAPTION>
                                                                       BEG. OF PERIOD              END OF PERIOD
<S>                                                                <C>                          <C>
Current assets:                                                    $                            $
                                                                   ----------------------       --------------------

Less:    Freely Available Cash and Cash Equivalents                ----------------------       --------------------

         Amounts due from Affiliates                               ----------------------       --------------------

Adjusted current assets                                            ----------------------       --------------------

Current liabilities:                                               $                            $
                                                                   ----------------------       --------------------

Less:    Revolving Loans*                                          ----------------------       --------------------

         Current portion of Indebtedness*                          ----------------------       --------------------

         Amounts due to Affiliates                                 ----------------------       --------------------

Adjusted current liabilities                                       $                            $
                                                                   ----------------------       --------------------

Working Capital                                                    $                            $
                                                                   ======================       --------------------

Decrease  (Increase) in Working Capital  [BEGINNING OF PERIOD-END
OF PERIOD WORKING CAPITAL]                                                                      $
                                                                                                ====================
</TABLE>

* To the extent included in current liabilities.

                                EXHIBIT 1.5(B)-4

<PAGE>

                                                       FORM OF INTERCOMPANY NOTE

                                                                  EXHIBIT 3.2(A)

                                 PROMISSORY NOTE

Revolver
$________________ September 30, 1998

                                                                Phoenix, Arizona

         FOR VALUE RECEIVED, _______________________, a(n) _____________ ______
corporation ("MAKER"), promises to pay to the order of ____________ _________,
a(n) _________________ corporation ("HOLDER"), at ___________________ _______,
__________________, or such other place as the Holder hereof may, from time to
time, specify in writing, the principal sum of ___________________________ and
_____/100 DOLLARS ($___________________.__________) or such lesser amount as may
have been advanced by Holder to Maker and be outstanding hereunder at September
30, 1998, together with interest, as provided in this Promissory Note ("NOTE").

         1.       Demand. The unpaid principal amount of this Note will be
                  payable on demand.

         2.       Remedies of Holder. Upon the occurrence and during the
                  continuance of an Event of Default, as defined herein, the
                  remaining payments of principal, at the option of the holder
                  hereof, shall at once become due and payable, and the
                  principal sum hereof shall bear interest at the rate of
                  percent ( %) per annum so long as such Default remains
                  uncured. In addition, Holder shall have any and all rights
                  available to it, at law, in equity or otherwise, and such
                  rights will be cumulative and non-exclusive.

         3.       [Omitted]

         4.       Event of Default. Each of the following will constitute an
                  event of default ("EVENT OF DEFAULT") under this Note:

                  (a)      Failure by Maker to pay any amounts under this Note
                           when due and such failure continues uncured for a
                           period of ten (10) days after delivery of written
                           notice to Maker.

                  (b)      Maker's (i) admission in writing of its inability to
                           pay its obligations as they become due, (ii)
                           assignment for the benefit of its creditors, or (iii)
                           application for, consent to or acquiescence in, the
                           appointment of a trustee, receiver or other custodian
                           for Maker, the property of Maker or any part thereof,
                           or in the absence of any application, consent or
                           acquiescence, the appointment of a trustee, receiver
                           or other custodian for Maker or a substantial part of
                           the property of Maker, which appointment is not
                           discharged within sixty (60) days.

                  (c)      Commencement of any case under Title 11 of the United
                           States Code or any other bankruptcy, reorganization,
                           receivership, custodianship, or similar proceeding
                           under any state or federal law by or against Maker
                           and, with respect to any such case or proceeding that
                           is involuntary, such case or proceeding is not
                           dismissed within ninety (90) days of the filing
                           thereof.

                                 EXHIBIT 3.2(A)

<PAGE>

                  (d)      Commencement of any litigation or proceeding before
                           any court, government or governmental agency, body or
                           instrumentality (federal, state, local or foreign)
                           against or affecting Maker, and such litigation or
                           proceeding substantially impairs the ability of Maker
                           to perform its obligations under the Note.

         5.       [Omitted]

         6.       General Provisions.

                  (a)      Successors and Assigns. This note will be binding
                           upon and inure to the benefit of Holder, Maker and
                           their respective successors, assigns, executors,
                           heirs, devisees, and beneficiaries.

                  (b)      Modification. This Note may not be modified except in
                           writing signed by Maker and Holder.

                  (c)      Time of Essence. Time is of the essence with regard
                           to each and every term, condition, and obligation of
                           the Maker of this Note.

                  (d)      Non-Waiver. Failure or delay in exercising any right
                           or option hereunder given to Holder will not
                           constitute a waiver of any such right or option or
                           waiver of any other right or option under this Note.

                  (e)      Applicable Law. This Note is governed by the laws of
                           the State of Arizona. Maker promises to pay all costs
                           and expenses of collection, including reasonable
                           attorneys' fees, in the event this Note is placed in
                           the hands of an attorney for collection, and such
                           collection is affected without suit. The prevailing
                           party in any litigation, arbitration or other
                           proceedings arising out of this Note shall be
                           reimbursed by the other party for all costs and
                           expenses incurred in such proceedings, including
                           reasonable attorneys' fees.

                  (f)      Severability. If at any time any provision of this
                           Note is or becomes illegal, invalid or unenforceable
                           in any respect, the legality, validity and
                           enforceability of the remaining provisions of this
                           Note will not be affected and such remaining
                           provisions will remain in full force and effect.

                  (g)      Waiver of Maker's Rights. Maker hereby expressly
                           waives demand, presentment for payment, protest,
                           notice of protest and diligence in collection, and
                           consents to the time said payment or any part thereof
                           is to be made and may be extended by the Holder
                           hereof.

                  (h)      Notices. All notices or other communications required
                           or provided to be sent by either party shall be in
                           writing, shall be delivered by one or more of the
                           following methods and shall be effective as indicated
                           below:

                           1.       By hand delivery, in which event notice is
                                    deemed to be effective on the date that
                                    notice is received; or

                           2.       By United States Postal Service certified or
                                    registered mail, postage prepaid, in which
                                    event notice is deemed to be effective on
                                    the date which is three (3) days after the
                                    date on which notice is mailed; or

                                EXHIBIT 3.2(A)-2

<PAGE>

                           3.       By overnight delivery by a commercial entity
                                    which is in the business of providing
                                    overnight delivery service (fees prepaid) or
                                    by overnight United States Postal Service
                                    delivery (fees prepaid), in which event
                                    notice is deemed to be effective on the date
                                    following the date on which notice is
                                    properly deposited with such commercial
                                    entity or with the United States Postal
                                    Service; or

                           4.       By electronic facsimile process, in which
                                    event notice is deemed to be effective on
                                    the date of electronic transmission properly
                                    made (if transmission is made before 12:00
                                    o'clock noon, sender's time), or on the next
                                    day after the date of electronic
                                    transmission properly made (if transmission
                                    is made after 12:00 o'clock noon, sender's
                                    time).

                           Notices shall be sent to the addresses shown below or
                           at such other address or addresses (but neither party
                           may designate a post office box for receipt of
                           notices) as the parties may, from time to time,
                           specify in writing, such changes to be made in a like
                           manner:

                                    To Maker: __________________________________
                                              __________________________________
                                                  Attn: ________________________
                                                  FAX: _________________________

                                    To Holder: _________________________________
                                               _________________________________
                                                  Attn: ________________________
                                                  FAX: _________________________

                  (i)      Interest. Notwithstanding any provision herein or in
                           any document or instrument now or hereafter securing
                           this Note, the total liability for payments in the
                           nature of interest shall not exceed the limits now
                           imposed by applicable law. The contracted rate of
                           interest shall consist of the sum of the interest
                           rate stated herein, and any charges to obtain this
                           loan, other charges, fees, goods, penalties, things
                           in action, or sums or things of value paid by Maker
                           to Holder, to the extent that such charges are
                           considered to be interest. Any sums collected by
                           Holder deemed to be interest in excess of the legal
                           rate shall, at the option of Holder (i) be returned
                           to Maker or (ii) to the extent permitted by
                           applicable law, be applied by Holder in payment of
                           the outstanding principal balance under this Note.

         7.       Security. This Note is and shall be secured by security
                  interest in all of the Maker's assets, now existing or
                  hereafter acquired.

                                          MAKER:

                                          ______________________________________
                                          a(n) _____________________ corporation

                                          By: __________________________________
                                          Its: _________________________________

                                EXHIBIT 3.2(A)-3

<PAGE>

                                            FORM OF INTERCOMPANY NOTE (BORROWER)

                                                                  EXHIBIT 3.2(B)

                                 PROMISSORY NOTE

Revolver
$________________ September 30, 1998

                                                                Phoenix, Arizona

         FOR VALUE RECEIVED, ____________________, a(n)________________________
_______ _____corporation ("MAKER"), promises to pay to the order
of____________________________________ _______, a(n) _________________
corporation ("HOLDER"), at __________________________________ ______,
_________________, or such other place as the Holder hereof may, from time to
time, specify in writing, the principal sum of
__________________________________________________ and ____/100 DOLLARS
($________________________._________) or such lesser principal amount as may
have been advanced by Holder to Maker and be outstanding hereunder at September
30, 1998, together with interest, as provided in this Promissory Note ("NOTE").

         1.       Demand. The unpaid principal amount of this Note will be
                  payable on demand.

         2.       Remedies of Holder. Upon the occurrence and during the
                  continuance of an Event of Default, as defined herein, the
                  remaining payments of principal, at the option of the holder
                  hereof, shall at once become due and payable, and the
                  principal sum hereof shall bear interest at the rate of
                  percent ( %) per annum so long as such Default remains
                  uncured. In addition, Holder shall have any and all rights
                  available to it, at law, in equity or otherwise, and such
                  rights will be cumulative and non-exclusive.

         3.       [Omitted]

         4.       Event of Default. Each of the following will constitute an
                  event of default ("EVENT OF DEFAULT") under this Note:

                  (a)      Failure by Maker to pay any amounts under this Note
                           when due and such failure continues uncured for a
                           period of ten (10) days after delivery of written
                           notice to Maker.

                  (b)      Maker's (i) admission in writing of its inability to
                           pay its obligations as they become due, (ii)
                           assignment for the benefit of its creditors, or (iii)
                           application for, consent to or acquiescence in, the
                           appointment of a trustee, receiver or other custodian
                           for Maker, the property of Maker or any part thereof,
                           or in the absence of any application, consent or
                           acquiescence, the appointment of a trustee, receiver
                           or other custodian for Maker or a substantial part of
                           the property of Maker, which appointment is not
                           discharged within sixty (60) days.

                  (c)      Commencement of any case under Title 11 of the United
                           States Code or any other bankruptcy, reorganization,
                           receivership, custodianship, or similar proceeding
                           under any state or federal law by or against Maker
                           and, with respect to any such case or proceeding that
                           is involuntary, such case or proceeding is not
                           dismissed within ninety (90) days of the filing
                           thereof.

                                 EXHIBIT 3.2(B)

<PAGE>

                  (d)      Commencement of any litigation or proceeding before
                           any court, government or governmental agency, body or
                           instrumentality (federal, state, local or foreign)
                           against or affecting Maker, and such litigation or
                           proceeding substantially impairs the ability of Maker
                           to perform its obligations under the Note.

         5.       [Omitted]

         6.       General Provisions.

                  (a)      Successors and Assigns. This note will be binding
                           upon and inure to the benefit of Holder, Maker and
                           their respective successors, assigns, executors,
                           heirs, devisees, and beneficiaries.

                  (b)      Modification. This Note may not be modified except in
                           writing signed by Maker and Holder.

                  (c)      Time of Essence. Time is of the essence with regard
                           to each and every term, condition, and obligation of
                           the Maker of this Note.

                  (d)      Non-Waiver. Failure or delay in exercising any right
                           or option hereunder given to Holder will not
                           constitute a waiver of any such right or option or
                           waiver of any other right or option under this Note.

                  (e)      Applicable Law. This Note is governed by the laws of
                           the State of Arizona. Maker promises to pay all costs
                           and expenses of collection, including reasonable
                           attorneys' fees, in the event this Note is placed in
                           the hands of an attorney for collection, and such
                           collection is affected without suit. The prevailing
                           party in any litigation, arbitration or other
                           proceedings arising out of this Note shall be
                           reimbursed by the other party for all costs and
                           expenses incurred in such proceedings, including
                           reasonable attorneys' fees.

                  (f)      Severability. If at any time any provision of this
                           Note is or becomes illegal, invalid or unenforceable
                           in any respect, the legality, validity and
                           enforceability of the remaining provisions of this
                           Note will not be affected and such remaining
                           provisions will remain in full force and effect.

                  (g)      Waiver of Maker's Rights. Maker hereby expressly
                           waives demand, presentment for payment, protest,
                           notice of protest and diligence in collection, and
                           consents to the time said payment or any part thereof
                           is to be made and may be extended by the Holder
                           hereof.

                  (h)      Notices. All notices or other communications required
                           or provided to be sent by either party shall be in
                           writing, shall be delivered by one or more of the
                           following methods and shall be effective as indicated
                           below:

                           1.       By hand delivery, in which event notice is
                                    deemed to be effective on the date that
                                    notice is received; or

                           2.       By United States Postal Service certified or
                                    registered mail, postage prepaid, in which
                                    event notice is deemed to be effective on
                                    the date which is three (3) days after the
                                    date on which notice is mailed; or

                                EXHIBIT 3.2(B)-2

<PAGE>

                           3.       By overnight delivery by a commercial entity
                                    which is in the business of providing
                                    overnight delivery service (fees prepaid) or
                                    by overnight United States Postal Service
                                    delivery (fees prepaid), in which event
                                    notice is deemed to be effective on the date
                                    following the date on which notice is
                                    properly deposited with such commercial
                                    entity or with the United States Postal
                                    Service; or

                           4.       By electronic facsimile process, in which
                                    event notice is deemed to be effective on
                                    the date of electronic transmission properly
                                    made (if transmission is made before 12:00
                                    o'clock noon, sender's time), or on the next
                                    day after the date of electronic
                                    transmission properly made (if transmission
                                    is made after 12:00 o'clock noon, sender's
                                    time).

                           Notices shall be sent to the addresses shown below or
                           at such other address or addresses (but neither party
                           may designate a post office box for receipt of
                           notices) as the parties may, from time to time,
                           specify in writing, such changes to be made in a like
                           manner:

                                    To Maker: __________________________________
                                              __________________________________
                                                  Attn: ________________________
                                                  FAX: _________________________

                                    To Holder: _________________________________
                                               _________________________________
                                                  Attn: ________________________
                                                  FAX: _________________________

                  (i)      Interest. Notwithstanding any provision herein or in
                           any document or instrument now or hereafter securing
                           this Note, the total liability for payments in the
                           nature of interest shall not exceed the limits now
                           imposed by applicable law. The contracted rate of
                           interest shall consist of the sum of the interest
                           rate stated herein, and any charges to obtain this
                           loan, other charges, fees, goods, penalties, things
                           in action, or sums or things of value paid by Maker
                           to Holder, to the extent that such charges are
                           considered to be interest. Any sums collected by
                           Holder deemed to be interest in excess of the legal
                           rate shall, at the option of Holder (i) be returned
                           to Maker or (ii) to the extent permitted by
                           applicable law, be applied by Holder in payment of
                           the outstanding principal balance under this Note.

         7.       Security. This Note is and shall be secured by security
                  interest in all of the Maker's assets, now existing or
                  hereafter acquired.

         8.       Subordination.

                  8.1      All indebtedness evidenced hereby, including, without
                           limitation, principal hereof, interest accrued or to
                           accrue hereon and fees and expenses payable hereunder
                           ("JUNIOR INDEBTEDNESS") shall, to the extent and in
                           the manner hereinafter set forth, be subordinated and
                           subject in right of payment to the prior payment in
                           full of Superior Indebtedness.

                                EXHIBIT 3.2(B)-3

<PAGE>

                           For the purposes hereof, the term "SUPERIOR
                           INDEBTEDNESS":

                           (a)      shall mean all indebtedness, direct or
                                    indirect, absolute or contingent, heretofore
                                    or hereafter incurred by the Maker under or
                                    in connection with that certain Amended and
                                    Restated Credit Agreement, dated as of June
                                    30, 1998, among UTI Holdings, Inc.,
                                    Universal Technical Institute, Inc., NTT
                                    Acquisition, Inc., Antares Capital
                                    Corporation, Balanced High-Yield Fund I
                                    Ltd., BHF-Bank Aktiengesellschaft and Heller
                                    Financial Inc., any guarantee of the
                                    "Obligations" (as defined therein) or any
                                    other "Loan Documents" (as defined therein)
                                    as such agreement, guarantee or any one or
                                    more Loan Documents may be amended,
                                    modified, restated, replaced, renewed,
                                    extended, refinanced or refunded from time
                                    to time and all refinancings and refundings
                                    of any or all such indebtedness; and

                           (b)      shall include, without limitation, any
                                    interest, and any and all reasonable
                                    expenses, payable in respect of any of the
                                    foregoing in clause (a) above subsequent to
                                    the commencement of any proceeding against
                                    or with respect to the Maker under Title 11
                                    of the United States Code, as amended from
                                    time to time or any successors thereto (the
                                    "BANKRUPTCY ACT") whether or not such
                                    interest is an allowed claim in any such
                                    proceeding.

                           For the purposes here, "indebtedness" shall include
                           principal, interest, fees, indemnities and any
                           expenses, if any, incurred with respect thereto.

                  8.2      No payment under Junior Indebtedness shall be made by
                           the Maker if and so long as any portion of the
                           Superior Indebtedness has become and remains due and
                           payable. The provisions of this Section 8.2 shall not
                           be applicable to any payment governed by Section 8.3
                           hereof.

                  8.3      Upon (i) any payment being required to be made by the
                           Maker under Junior Indebtedness upon any declaration
                           of acceleration of the principal amount thereof or
                           any demand for payment thereof or (ii) any payment or
                           distribution of assets of the Maker of any kind or
                           character, whether in cash, property or securities,
                           to creditors upon any dissolution or winding up or
                           total or partial liquidation or reorganization of the
                           Maker, whether voluntary or involuntary or in
                           bankruptcy, insolvency, receivership, or other
                           proceedings; and upon any such declaration of
                           acceleration or dissolution or winding up or
                           liquidation or reorganization, any distribution of
                           assets of the Maker of any kind or character, whether
                           in cash, property or securities, to which the holders
                           of Junior Indebtedness would be entitled except for
                           the provisions hereof, all principal, premium, if
                           any, and interest due or to become due and all other
                           amounts payable under Superior Indebtedness shall be
                           paid by the Maker or by any receiver, trustee in
                           bankruptcy, liquidating trustee, agent or other
                           person making such payment or distribution, or by the
                           holders of Junior Indebtedness if received by them,
                           directly to the holders of Superior Indebtedness of
                           the Maker (pro rata to each such holder on the basis
                           of the respective amounts of such Superior
                           Indebtedness held by such holder), or their
                           representatives to the extent necessary to pay all
                           such Superior Indebtedness in full, in cash, after
                           giving effect to any concurrent payment of
                           distribution to or for the benefit of the holders of
                           such Superior

                                EXHIBIT 3.2(B)-4

<PAGE>

                           Indebtedness, before any payment or distribution is
                           made to the holders of Junior Indebtedness. In
                           furtherance of the foregoing, but not by way of
                           limitation thereof, if the Maker shall file or have
                           filed against it a petition under any chapter of the
                           Bankruptcy Act or an order for relief shall be
                           entered as to the Maker thereunder, with the result
                           that the Maker is excused from the obligation to pay
                           all or any part of the interest otherwise payable in
                           respect of any Superior Indebtedness during the
                           period subsequent to the commencement of any such
                           proceeding under the Bankruptcy Act, each holder of
                           Junior Indebtedness by his acceptance hereof does
                           hereby agree that all or such part of such interest,
                           as the case may be, shall be payable out of, and to
                           that extent diminish and be at the expense of
                           reorganization dividends or other distributions in
                           respect of such Junior Indebtedness.

                  8.4      If any payment or distribution of assets of the Maker
                           of any kind or character, whether in cash, property
                           or securities, not permitted by the foregoing shall
                           be received by the holders of Junior Indebtedness
                           before all Superior Indebtedness is paid in full in
                           cash and all commitments under which any Superior
                           Indebtedness can be created have expired or
                           terminated, such payment or distribution shall be
                           held for the benefit of, and shall be paid over or
                           delivered to, the holders of such Superior
                           Indebtedness or their representative or
                           representatives, or to the trustee or trustees under
                           any indenture pursuant to which any instruments
                           evidencing any of such Superior Indebtedness may have
                           been issued or under which such instruments are
                           pledged or issued, as their respective interests may
                           appear, for application to the payment of all
                           Superior Indebtedness remaining unpaid to the extent
                           necessary to pay all such Superior Indebtedness in
                           full in accordance with its terms, after giving
                           effect to any concurrent payment or distribution to
                           or for the holders of such Superior Indebtedness.

                  8.5      The provisions hereof are solely for the purpose of
                           defining the relative rights of the holders of
                           Superior Indebtedness on the one hand and the holders
                           of Junior Indebtedness on the other hand, and nothing
                           herein shall impair, as between the Maker and the
                           holder of any Junior Indebtedness, the obligations of
                           the Maker under Junior Indebtedness, which are
                           unconditional and absolute, nor shall anything herein
                           prevent the holders of any Junior Indebtedness from
                           exercising all remedies otherwise permitted by
                           applicable law or hereunder upon default hereunder,
                           all subject to the rights, if any, hereunder of
                           holders of Superior Indebtedness to receive cash,
                           property or securities otherwise payable or
                           deliverable to the holders of Junior Indebtedness.

                  8.6      Each holder of Junior Indebtedness by his acceptance
                           hereof acknowledges and agrees that the foregoing
                           subordination provisions are, and are intended to be,
                           an inducement and a consideration to each holder of
                           any Superior Indebtedness, whether such Superior
                           Indebtedness was created or acquired before or after
                           the issuance of this Junior Indebtedness, to acquire
                           and/or continue to hold such Superior Indebtedness
                           and such holder of Superior Indebtedness shall be
                           deemed conclusively to have relied on such
                           subordination provisions in acquiring and/or
                           continuing to hold such Superior Indebtedness.

                  8.7      Subject to the payment in full in cash of all
                           Superior Indebtedness, the holders of Junior
                           Indebtedness shall be subrogated to the rights of the
                           holders of Superior

                                EXHIBIT 3.2(B)-5

<PAGE>

                           Indebtedness to receive payments or distributions of
                           assets of the Maker applicable to the Superior
                           Indebtedness until the Superior Indebtedness shall be
                           paid in full, and no such payments or distributions
                           to the holders of Superior Indebtedness shall, as
                           among the Maker, its creditors other than the holders
                           of Superior Indebtedness and the holders of Junior
                           Indebtedness, be deemed to be a payment by the Maker
                           to or on account of the Junior Indebtedness.

                  8.8      Notwithstanding anything to the contrary contained
                           herein, in the event the Maker fails to make any
                           payment required under this Note which would have
                           been due but for the provisions of this Section 8,
                           the Maker shall (a) notify the Holder of the
                           circumstances justifying such nonpayment, (b) provide
                           the Holder with reasonable periodic updates
                           concerning such circumstances, (c) take commercially
                           reasonable steps to eliminate such circumstances, and
                           (d) make such payment as soon as thereafter permitted
                           under this Section 8. The Maker represents to the
                           Holder that there currently exists no breach or
                           default under any Superior Indebtedness and, further,
                           that neither the execution, delivery nor payment of
                           this Note in accordance herewith shall constitute
                           such a breach or default.

                  8.9      Returned Payments. Without limiting any other
                           provision of this Section 8, Superior Indebtedness
                           shall not be deemed to have been paid in full for
                           purposes of this Section 8, if any payment in respect
                           thereof shall have been restored or returned to the
                           payor or its trustee in dissolution, liquidation or
                           reorganization of the payor (or a settlement of any
                           claim or potential claim made in connection with any
                           such proceeding), or as required or agreed upon or as
                           a result of the appointment of a custodian, receiver,
                           trustee or other officer with respect to the payor or
                           any substantial part of its property or otherwise,
                           and the provisions of this Section 8 shall be
                           reinstated as to any Superior Indebtedness as to
                           which any such restoration or return shall have
                           occurred.

                  8.10     Certain Powers of Holders of Superior Indebtedness.
                           Without notice to or further consent by it, (a) the
                           liability of any Maker in respect of the Superior
                           Indebtedness may, in whole or in part, be renewed,
                           extended, modified, released, replaced, refinanced or
                           refunded by the holders of Superior Indebtedness and
                           the documents and instruments creating or evidencing
                           the Superior Indebtedness may be amended or
                           supplemented, as such holders of Superior
                           Indebtedness may deem advisable, (b) any collateral
                           and/or security interests in respect of Superior
                           Indebtedness may, from time to time, in whole or in
                           part, be exchanged, released, not perfected, not
                           timely perfected, sold or surrendered by the holders
                           of Superior Indebtedness, (c) the amount of the
                           Superior Indebtedness may, from time to time, be
                           increased through further loans, or otherwise, (d)
                           any deposit balance or balances to the credit of any
                           Maker may, from time to time, in whole or in part, be
                           surrendered or released by the holders of Superior
                           Indebtedness, and (e) any of the provisions hereof
                           may be waived partially or entirely by the holders of
                           Superior Indebtedness, all without impairing or in
                           any way affecting the subordination of the Junior
                           Indebtedness contained in this Section 8; nor shall
                           the subordination of the Junior Indebtedness herein
                           contained be impaired or affected in any way by any
                           other actions, inaction or omission in respect of the
                           Superior Indebtedness or this Section 8.

                                EXHIBIT 3.2(B)-6

<PAGE>

                                          MAKER:

                                          ______________________________________
                                          a(n) _____________________ corporation

                                          By: __________________________________
                                          Its: _________________________________

                                EXHIBIT 3.2(B)-7

<PAGE>

                                                          COMPLIANCE CERTIFICATE

                                                                  EXHIBIT 4.8(C)

This certificate is given by Universal Technical Institute, Inc., a Delaware
corporation ("HOLDINGS") and UTI Holdings, Inc., an Arizona corporation
("BORROWER"), pursuant to subsection 4.8(C) of that certain Second Amended and
Restated Credit Agreement dated as of [   ], 2002 (as the same has been or may
hereafter be amended, modified or supplemented, the "CREDIT AGREEMENT") among
Heller Financial, Inc., a Delaware corporation, as Agent and a Lender ("AGENT"),
Borrower and Holdings and the other Lenders party thereto from time to time.
Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement.

The officer executing this certificate is the Chief Financial Officer [CHIEF
EXECUTIVE OFFICER] of each of Holdings and Borrower and as such is duly
authorized to execute and deliver this certificate on behalf of Holdings and
Borrower. By executing this certificate such officer hereby certifies to Agent
and Lenders that:

         (a)      the financial statements delivered with this certificate in
                  accordance with subsection 4.8(A) and/or 4.8(B) of the Credit
                  Agreement fairly present in all material respects the results
                  of operations and financial condition of Holdings and its
                  Subsidiaries as of the dates of such financial statements;

         (b)      I have reviewed the terms of the Credit Agreement and the
                  Notes and have made, or caused to be made under my
                  supervision, a review in reasonable detail of the transactions
                  and conditions of Holdings and its Subsidiaries during the
                  accounting period covered by such financial statements;

         (c)      such review has not disclosed the existence during or at the
                  end of such accounting period, and I have no knowledge of the
                  existence as of the date hereof, of any condition or event
                  that constitutes a Default or an Event of Default, except as
                  set forth in Exhibit A hereto which includes a description of
                  the nature and period of existence of such Default or an Event
                  of Default and what action Holdings and its Subsidiaries has
                  taken, is undertaking and proposes to take with respect
                  thereto;

         (d)      Borrower is in compliance with the covenants contained in
                  Section 4 of the Credit Agreement, as demonstrated below,
                  except as set forth below or described in Exhibit A hereto;
                  and

         (e)      the Total Indebtedness to TTM EBITDA Ratio, as demonstrated on
                  attachment 4.7 is [   ] to [   ].

                                 EXHIBIT 4.8(C)

<PAGE>

IN WITNESS WHEREOF, Holdings has caused this Certificate to be executed by its
Chief Financial Officer [CHIEF EXECUTIVE OFFICER] this [   ] day of [   ],
200[ ].

                                          UTI HOLDINGS, INC.
                                          UNIVERSAL TECHNICAL INSTITUTE, INC.

                                          By: __________________________________
                                              Chief Financial Officer
                                              [Chief Executive Officer]

                                EXHIBIT 4.8(C)-2

<PAGE>

                          4.1 CAPITAL EXPENDITURE LIMIT

Capital Expenditures are defined as follows:

<TABLE>
<S>                                                                                  <C>
Amount capitalized as capital expenditures for the period, under GAAP, as
property, plant, and equipment (other than those incurred as part of a Permitted
Acquisition)                                                                         $
                                                                                     -------------

Plus: deposits made in the period in connection with
      property, plant and equipment; less deposits of a prior period included        -------------
      above

Less:    Net Proceeds of Asset Dispositions (including but not limited to
         insurance proceeds and the trade-in value of equipment) included in
         capital expenditures above, which Borrower is permitted to reinvest under
         subsection 1.5(C) of the Credit Agreement                                   -------------

         Utilization of credits received from Snap-On Tools, Inc., and from others
         under similar agreements, for student purchases                             -------------

         Gross proceeds received in connection with the Nascar Sale/Leaseback        -------------

         Capital Expenditures                                                        $

Less:    Portion of Capital Expenditures financed under capital leases or other
         Indebtedness (Indebtedness, for this purpose, does not include drawings
         under the Revolving Loan Commitment)*                                       $
                                                                                     -------------

Unfinanced Capital Expenditures (used in calculation of Fixed Charge Coverage and
Excess Cash Flow)                                                                    $
                                                                                     -------------

Capital Expenditures (from above)                                                    $
                                                                                     -------------

Permitted Capital Expenditures                                                       $
                                                                                     -------------

In Compliance                                                                            Yes/No
</TABLE>

*Note: All amounts in Schedule 4.8(C) are without duplication

                                EXHIBIT 4.8(C)-3

<PAGE>

                                   4.3 EBITDA

EBITDA is defined as follows:

<TABLE>
<S>                                                                                  <C>
Net income (or loss) for the period of Holdings and its Subsidiaries on a
consolidated basis determined in accordance with GAAP, but excluding: (a) the
income (or loss) of any Person (other than Wholly-Owned Subsidiaries of
Holdings) in which Holdings or any of its Subsidiaries has an ownership interest
unless received by Holdings or any Subsidiary thereof in a cash distribution;
and (b) the income (or loss) of any Person accrued prior to the date it became a
Subsidiary of Holdings or is merged into or consolidated with Holdings or any
Subsidiary thereof.                                                                  $
                                                                                     ---------------------

Plus:     Any provision for (or less any benefit from) income and franchise
          taxes included in the determination of net income                          ---------------------

          Interest expense deducted in the determination of net income               ---------------------

          Amortization and depreciation expenses deducted in determining net
          income                                                                     ---------------------

          Losses (or less gains) from Asset Dispositions or other non-cash items
          included in the determination of net income (excluding sales, expenses
          or losses related to current assets)                                       ---------------------

          Extraordinary losses (or less gains), as defined under GAAP, net of
          related tax effects                                                        ---------------------

          Expenses of the Related Transactions or Permitted Acquisitions
          included in the determination of Net Income provided that such
          expenses were included in the pro forma adjustments to the financial
          statements delivered at the Closing Date or the Amendment and
          Restatement Date or in connection with any Permitted Acquisition, or
          disclosed in the notes thereto                                             ---------------------

          Start-Up Expenses                                                          ---------------------

          Amounts paid for the period under the Management Agreement in
          compliance with this Agreement and director's fees paid for the period
          in compliance with this Agreement, in each instance, to the extent
          deducted in the determination of net income                                ---------------------

EBITDA                                                                               $
                                                                                     =====================
</TABLE>

Note: EBITDA will be calculated on a rolling twelve-month basis.

                                EXHIBIT 4.8(C)-4

<PAGE>

                            4.4 FIXED CHARGE COVERAGE

Fixed Charge Coverage is defined as follows:

Fixed Charges:

<TABLE>
<S>                                                                                  <C>
Interest expense, net of interest income, included in the determination of net
income                                                                               $
                                                                                     ---------------------

Less:     Amortization of capitalized fees and expenses incurred with respect to
          the Related Transactions and Permitted Acquisitions included in
          interest expense                                                           ---------------------

          Interest paid in kind or which accrues and is added to principal and
          included in interest expense                                               ---------------------

Interest Expenses                                                                    $
                                                                                     ---------------------

Plus:     Any provision for (benefit from) income or franchise  taxes included
          in the determination of net income

          Any decreases (less increases) in short-term and long-term deferred
          tax liabilities; and                                                       ---------------------

          Any increases (less decreases) in short-term and long-term deferred
          tax assets

          Scheduled payments of principal with respect to all Indebtedness
          (including the principal portion of scheduled payments of capital
          lease obligations, but excluding mandatory prepayments required by
          subsection 1.5) of Holdings and its Subsidiaries on a consolidated
          basis, but excluding reductions of the Revolving Loan                      ---------------------

          Restricted Junior Payments made in cash                                    ---------------------

          Start-Up Expenses for the period                                           ---------------------

          Fees paid for the period under the Management Agreement in compliance
          with this Agreement and director's fees paid for the period in
          compliance with this Agreement (excluding any such fees payable on the
          Second Amendment and Restatement Date)                                     ---------------------

Fixed Charges                                                                        $
                                                                                     =====================

Operating Cash Flow:

EBITDA (defined in attachment 4.3 of Exhibit 4.8(C))                                 $
                                                                                     ---------------------
</TABLE>

                                EXHIBIT 4.8(C)-5

<PAGE>

<TABLE>
<S>                                                                                  <C>
Less:     Unfinanced Capital Expenditures (defined in attachment 4.1 of Exhibit
          4.8(C))l

          Other Capitalized Costs, including without limitation prepaid student
          acquisition costs, defined as the gross amount capitalized, for any
          fiscal period, as long term assets (net of cash received in respect of
          long term assets), other than (a) Capital Expenditures and (b) fees
          and expenses capitalized with respect to the Related Transactions or
          Permitted Acquisitions

Operating Cash Flow                                                                  $
                                                                                     =====================

Fixed Charge Coverage (Operating Cash Flow / Fixed Charges)                          ---------------------

Required Fixed Charge Coverage                                                       ---------------------

In Compliance                                                                                Yes/No
</TABLE>

                                EXHIBIT 4.8(C)-6

<PAGE>

                           4.5 TOTAL INTEREST COVERAGE

<TABLE>
<S>                                                                                  <C>
Interest Expenses (defined in attachment 4.4 of Exhibit 4.8(C))                      ---------------------
EBITDA (defined in attachment 4.3 of Exhibit 4.8(C))                                 ---------------------
Total Interest Coverage (EBITDA / Interest Expenses)                                 ---------------------
Required Total Interest Coverage                                                     ---------------------
In Compliance                                                                                Yes/No
</TABLE>

                                EXHIBIT 4.8(C)-7

<PAGE>

                   4.7 TOTAL INDEBTEDNESS TO TTM EBITDA RATIO

<TABLE>
<S>                                                                                  <C>
Outstanding principal balance of all Indebtedness of Holdings and its
Subsidiaries (excluding Total Risk Participation Liability but including all
remaining Subordinated Indebtedness (whether or not for borrowed money)              ---------------------

Total Indebtedness                                                                   $
                                                                                     =====================

TTM EBITDA for the twelve (12) month period ending on the date set forth above       $
                                                                                     =====================

Total Indebtedness to TTM EBITDA Ratio                                                     [ ] to [ ]
</TABLE>

                                EXHIBIT 4.8(C)-8

<PAGE>

                                                                 EXHIBIT 10.1(A)

                   [FORM OF AMENDED AND RESTATED TERM NOTE A]

                                   TERM NOTE A

[$ __________]                                               _____________, 2002
                                                              New York, New York

         FOR VALUE RECEIVED, the undersigned, UTI HOLDINGS, INC., an Arizona
corporation ("BORROWER"), hereby unconditionally promises to pay to the order of
[______________________] ("LENDER"), to the Agent's account as specified in the
Credit Agreement (defined below), or at such other place as the holder of this
Term Note A may from time to time designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal sum
of [____________________________________ and __/100 DOLLARS ($__________)].

         This Term Note A is payable as set forth in the Second Amendment and
Restatement of Credit Agreement with the first installment due and payable on
June 30, 2002 and the final installment due and payable on March 31, 2007, if
not sooner paid.

         This Term Note A is one of the amended and restated Notes referred to
in, was executed and delivered pursuant to, and evidences indebtedness of
Borrower incurred under, that certain Second Amendment and Restatement of Credit
Agreement dated as of March 29, 2002, by and among Borrower, Universal Technical
Institute, Inc., the lenders named therein and Heller Financial, Inc., in its
capacity as Agent for the Lenders (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the "CREDIT
AGREEMENT"), to which reference is hereby made for a statement of the terms and
conditions under which Term Loan A, a portion of which is evidenced hereby, was
made and is to be repaid and for a statement of Agent's and Lender's remedies
upon the occurrence of an Event of Default. Capitalized terms used herein but
not otherwise specifically defined shall have the meanings ascribed to such
terms in the Credit Agreement.

         This Term Note A amends and restates and replaces in whole or in part
that certain Term Note A in the original principal amount of $[     ], dated
January 23, 1998, by Borrower as maker to [      ] as payee delivered under the
Credit Agreement dated as of January 23, 1998 (as the same has been amended,
amended and restated, supplemented or otherwise modified from time to time), by
and among Borrower, Universal Technical Institute, Inc., the lenders named
therein and Heller Financial, Inc., in its capacity as agent for the such
lenders, and evidences all or a portion of the indebtedness arising under such
replaced Term Note A.

         Borrower further promises to pay interest on the outstanding unpaid
principal amount hereof from the date hereof until payment in full at the rate
from time to time applicable to Term Loan A as determined in accordance with the
Credit Agreement; provided, however, that upon the occurrence and during the
continuance of an Event of Default, Borrower shall pay interest on demand by
Agent or Requisite Lenders on the outstanding principal balance of this Term
Note A at the rate of interest applicable following the occurrence of an Event
of Default as determined in accordance with the Credit Agreement.

         Interest on this Term Note A shall be payable at the times and from the
dates specified in the Credit Agreement, on the date of any prepayment hereof,
at maturity, whether due by acceleration or

                                 EXHIBIT 10.1(A)

<PAGE>

otherwise, and as otherwise provided in the Credit Agreement. From and after the
date when the principal balance hereof becomes due and payable, whether by
acceleration or otherwise, interest hereon shall be payable on demand. In no
contingency or event whatsoever shall interest charged hereunder, however such
interest may be characterized or computed, exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that such a court determines
that Lender has received interest hereunder in excess of the highest rate
applicable hereto, such excess shall be applied in accordance with the terms of
the Credit Agreement.

         The indebtedness evidenced by this Term Note A is secured pursuant to
the terms of the Loan Documents.

         This Term Note A may be prepaid in whole or in part at any time subject
to the terms of the Credit Agreement.

         Borrower hereby waives demand, presentment and protest and notice of
demand, presentment, protest and nonpayment.

         Borrower agrees that no amendment, termination or waiver of any
provision of this Term Note A or consent to any departure by Borrower therefrom,
shall in any event be effective except as provided in the Credit Agreement.

         Borrower further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including attorneys' fees and legal
expenses, incurred by Lender in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.

         THIS TERM NOTE A HAS BEEN DELIVERED AT NEW YORK, NEW YORK AND SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (WHICH
PRINCIPLES SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW). Whenever possible each provision of this Term Note A shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Term Note A shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Term Note A. Whenever in this Term Note A
reference is made to Agent, Lender or Borrower, such reference shall be deemed
to include, as applicable, a reference to their respective permitted successors
and assigns, and, in the case of Lender, any financial institution to which it
has sold or assigned all or any part of its interest in Term Loan A or in its
commitment to make Term Loan A as permitted by the Credit Agreement. The
provisions of this Term Note A shall be binding upon and shall inure to the
benefit of such permitted successors and assigns. Borrower's successors and
assigns shall include, without limitation, a receiver, trustee or debtor in
possession of or for Borrower.

                                          UTI HOLDINGS, INC.

                                          By: __________________________________
                                              Name:
                                              Title:

                                EXHIBIT 10.1(A)-2

<PAGE>

                [FORM OF SECOND AMENDED AND RESTATED TERM NOTE B]

                                   TERM NOTE B

[$ __________]                                               _____________, 2002
                                                              New York, New York

         FOR VALUE RECEIVED, the undersigned, UTI HOLDINGS, INC., an Arizona
corporation ("BORROWER"), hereby unconditionally promises to pay to the order of
[______________________] ("LENDER"), to the Agent's account as specified in the
Credit Agreement (defined below), or at such other place as the holder of this
Term Note B may from time to time designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal sum
of [____________________________________ and __/100 DOLLARS ($__________)].

         This Term Note B is payable as set forth in the Second Amendment and
Restatement of Credit Agreement with the first installment due and payable on
June 30, 2002 and the final installment due and payable on March 31, 2009, if
not sooner paid.

         This Term Note B is one of the amended and restated Notes referred to
in, was executed and delivered pursuant to, and evidences indebtedness of
Borrower incurred under, that certain Second Amendment and Restatement of Credit
Agreement, dated as of March 29, 2002, by and among Borrower, Universal
Technical Institute, Inc., the lenders named therein and Heller Financial, Inc.,
in its capacity as Agent for the Lenders, (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the "CREDIT
AGREEMENT"), to which reference is hereby made for a statement of the terms and
conditions under which Term Loan B, a portion of which is evidenced hereby, was
made and is to be repaid and for a statement of Agent's and Lender's remedies
upon the occurrence of an Event of Default. Capitalized terms used herein but
not otherwise specifically defined shall have the meanings ascribed to such
terms in the Credit Agreement.

         This Term Note B amends and restates and replaces in whole or in part
that certain amended and restated Term Note B in the original principal amount
of $[     ], dated June 30, 1998, by Borrower, as maker to [      ], as payee
delivered under the First Amended and Restated Credit Agreement and evidences
all or a portion of the indebtedness arising under such replaced Term Note B.

         Borrower further promises to pay interest accrued and unpaid on the
promissory note which this Term Note B replaces as well as interest on the
outstanding unpaid principal amount hereof from the date hereof until payment in
full at the rate from time to time applicable to Term Loan B as determined in
accordance with the Credit Agreement; provided, however, that upon the
occurrence and during the continuance of an Event of Default, Borrower shall pay
interest on demand by Agent or Requisite Lenders on the outstanding principal
balance of this Term Note B at the rate of interest applicable following the
occurrence of an Event of Default as determined in accordance with the Credit
Agreement.

         Interest on this Term Note B shall be payable at the times and from the
dates specified in the Credit Agreement, on the date of any prepayment hereof,
at maturity, whether due by acceleration or otherwise, and as otherwise provided
in the Credit Agreement. From and after the date when the principal balance
hereof becomes due and payable, whether by acceleration or otherwise, interest
hereon shall be payable on demand. In no contingency or event whatsoever shall
interest charged hereunder, however such interest may be characterized or
computed, exceed the highest rate permissible under any law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that Lender has received interest
hereunder in excess of the highest rate applicable hereto, such excess shall be
applied in accordance with the terms of the Credit Agreement.

                                EXHIBIT 10.1(A)-3

<PAGE>

         The indebtedness evidenced by this Term Note B is secured pursuant to
the terms of the Loan Documents.

         This Term Note B may be prepaid in whole or in part at any time subject
to the terms of the Credit Agreement.

         Borrower hereby waives demand, presentment and protest and notice of
demand, presentment, protest and nonpayment.

         Borrower agrees that no amendment, termination or waiver of any
provision of this Term Note B or consent to any departure by Borrower therefrom,
shall in any event be effective except as provided in the Credit Agreement.

         Borrower further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including attorneys' fees and legal
expenses, incurred by Borrower in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.

         THIS TERM NOTE B HAS BEEN DELIVERED AT NEW YORK, NEW YORK AND SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (WHICH
PRINCIPLES SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW). Whenever possible each provision of this Term Note B shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Term Note B shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Term Note B. Whenever in this Term Note B
reference is made to Agent, Lender or Borrower, such reference shall be deemed
to include, as applicable, a reference to their respective permitted successors
and assigns, and, in the case of Lender, any financial institution to which it
has sold or assigned all or any part of its interest in Term Loan B or in its
commitment to make Term Loan B as permitted by the Credit Agreement. The
provisions of this Term Note B shall be binding upon and shall inure to the
benefit of such permitted successors and assigns. Borrower's successors and
assigns shall include, without limitation, a receiver, trustee or debtor in
possession of or for Borrower.

                                          UTI HOLDINGS, INC.

                                          By: __________________________________
                                              A. Richard Caputo Jr.
                                              Vice President

                                EXHIBIT 10.1(A)-4

<PAGE>

                            [FORM OF REVOLVING NOTE]

                                 REVOLVING NOTE

[$ __________]                                               _____________, 2002
                                                              New York, New York

         FOR VALUE RECEIVED, the undersigned, UTI HOLDINGS, INC., an Arizona
corporation ("BORROWER"), hereby unconditionally promises to pay to the order of
[____________________________] ("LENDER"), to the Agent's account as specified
in the Credit Agreement (defined below), or at such other place as the holder of
this Revolving Note may from time to time designate in writing, in lawful money
of the United States of America and in immediately available funds, the
principal sum of [_____________________ and __/100 DOLLARS ($_________)], or, if
less, the aggregate unpaid principal amount of all Revolving Loans made to
Borrower by Lender pursuant to subsection 1.1(B), subsection 1.1(C)(2) or other
provisions of the Credit Agreement, at such times as are specified therein.

         This Revolving Note is one of the Notes referred to in, was executed
and delivered pursuant to, and evidences indebtedness of Borrower incurred
under, that certain Second Amendment and Restatement of Credit Agreement dated
as of March [-], 2002, by and among Borrower, Universal Technical Institute,
Inc., the lenders named therein and Heller Financial, Inc., in its capacity as
Agent for the Lenders (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "CREDIT AGREEMENT"), to
which reference is hereby made for a statement of the terms and conditions under
which the loan evidenced hereby was made and is to be repaid and for a statement
of Agent's and Lender's remedies upon the occurrence of an Event of Default.
Capitalized terms used herein but not otherwise specifically defined shall have
the meanings ascribed to such terms in the Credit Agreement.

         Borrower further promises to pay interest on the outstanding unpaid
principal amount hereof from the date hereof until payment in full at the rate
from time to time applicable to the Revolving Loan as determined in accordance
with the Credit Agreement; provided, however, that upon the occurrence and
during the continuance of an Event of Default, Borrower shall pay interest on
demand by Agent or Requisite Lenders on the outstanding principal balance of
this Revolving Note at the rate of interest applicable following the occurrence
of an Event of Default as determined in accordance with the Credit Agreement.

         Interest on this Revolving Note shall be payable, at the times and from
the dates specified in the Credit Agreement, on the date of any prepayment
hereof, at maturity, whether due by acceleration or otherwise, and as otherwise
provided in the Credit Agreement. From and after the date when the principal
balance hereof becomes due and payable, whether by acceleration or otherwise,
interest hereon shall be payable on demand. In no contingency or event
whatsoever shall interest charged hereunder, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
which a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that Lender has
received interest hereunder in excess of the highest rate applicable hereto,
such excess shall be applied in accordance with the terms of the Credit
Agreement.

         The indebtedness evidenced by this Revolving Note is secured pursuant
to the terms of the Loan Documents.

                                EXHIBIT 10.1(A)-5

<PAGE>

         Borrower hereby waives demand, presentment and protest and notice of
demand, presentment, protest and nonpayment.

         Borrower agrees that no amendment, termination or waiver of any
provision of this Revolving Note or consent to any departure by Borrower
therefrom, shall in any event be effective except as provided in the Credit
Agreement.

         Borrower further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including attorneys' fees and legal
expenses, incurred by Borrower in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.

         THIS REVOLVING NOTE HAS BEEN DELIVERED AT NEW YORK, NEW YORK AND SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (WHICH
PRINCIPLES SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW). Whenever possible each provision of this Revolving Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Revolving Note shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Revolving Note. Whenever in this Revolving
Note reference is made to Agent, Lender or Borrower, such reference shall be
deemed to include, as applicable, a reference to their respective permitted
successors and assigns and in the case of Lender, any financial institution to
which it has sold or assigned all or any part of its interest in the Revolving
Loan or in its commitment to make the Revolving Loan as permitted by the Credit
Agreement. The provisions of this Revolving Note shall be binding upon and shall
inure to the benefit of such permitted successors and assigns. Borrower's
successors and assigns shall include, without limitation, a receiver, trustee or
debtor in possession of or for Borrower.

                                          UTI HOLDINGS, INC.

                                          By: __________________________________
                                              Name:
                                              Title:

                                EXHIBIT 10.1(A)-6

<PAGE>

                                                                 EXHIBIT 10.1(B)

                                    [FORM OF]

                            LENDER ADDITION AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "AGREEMENT") is entered into by
and between the parties designated as Assignor ("ASSIGNOR") and Assignee
("ASSIGNEE") above the signatures of such parties on the Schedule of Terms
attached hereto and hereby made an integral part hereof (the "SCHEDULE OF
TERMS") and relates to the Credit Agreement described in the Schedule of Terms
(as the same has been amended, supplemented or otherwise modified to the date
hereof and as it may hereafter be further amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"; the terms defined therein
and not otherwise defined herein being used herein as therein defined).

IN CONSIDERATION of the agreements, provisions and covenants herein contained,
the parties hereto hereby agree as follows:

SECTION 1.        ASSIGNMENT AND ASSUMPTION

         (a)      Effective as of the Settlement Date specified in Item 4 of the
                  Schedule of Terms (the "SETTLEMENT DATE"), Assignor hereby
                  sells and assigns to Assignee, without recourse,
                  representation or warranty (except as expressly set forth
                  herein), and Assignee hereby purchases and assumes from
                  Assignor, that percentage interest in all of Assignor's rights
                  and obligations as a Lender arising under the Credit Agreement
                  and the other Loan Documents which represents, as of the
                  Settlement Date, the percentage interest specified in Item 3
                  of the Schedule of Terms of all rights and obligations of
                  Lenders arising under the Credit Agreement and the other Loan
                  Documents with respect to the Revolving Loan Commitment and
                  any outstanding Loans (the "ASSIGNED SHARE"). Without limiting
                  the generality of the foregoing, the parties hereto hereby
                  expressly acknowledge and agree that any assignment of all or
                  any portion of Assignor's rights and obligations relating to
                  Assignor's Revolving Loan Commitment shall include the sale to
                  Assignee of a ratable portion of any participation previously
                  purchased by Assignor with respect to any Lender Letters of
                  Credit or Risk Participation Agreements.

         (b)      In consideration of the assignment described above, Assignee
                  hereby agrees to pay to Assignor, on the Settlement Date, the
                  principal amount of any outstanding Loans included within the
                  Assigned Share, such payment to be made by wire transfer of
                  immediately available funds in accordance with the applicable
                  payment instructions set forth in Item 5 of the Schedule of
                  Terms.

         (c)      Assignor and Assignee hereby agree that, upon giving effect to
                  the assignment and assumption described above, (i) Assignee
                  shall be a party to the Credit Agreement and shall have all of
                  the rights and obligations under the Loan Documents, and shall
                  be deemed to have made all of the covenants and agreements
                  contained in the Loan Documents, arising out of or otherwise
                  related to the Assigned Share, and (ii) Assignor shall be
                  absolutely released from any of such obligations, covenants
                  and agreements assumed or made by Assignee in respect of the
                  Assigned Share. Assignee hereby acknowledges and agrees that
                  the agreement set forth in this Section 1(c) is expressly made
                  for the benefit of Borrower, Agent, Assignor and the other
                  Lenders and their respective successors and permitted assigns.

                                 EXHIBIT 10.1(B)

<PAGE>

         (d)      Assignor and Assignee hereby acknowledge and confirm their
                  understanding and intent that (i) this Agreement shall effect
                  the sale and assignment by Assignor and the purchase and
                  assumption by Assignee of Assignor's rights and obligations
                  with respect to the Assigned Share, (ii) any other assignments
                  by Assignor of a portion of its rights and obligations with
                  respect to the Revolving Loan Commitment and any outstanding
                  Loans shall have no effect on the Pro Rata Share of Assignee
                  in the Revolving Loan Commitment as set forth in Item 3 of the
                  Schedule of Terms or on the interest of Assignee in any
                  outstanding Loans corresponding thereto or otherwise set forth
                  in such Item 3, and (iii) from and after the Settlement Date,
                  Agent shall make all payments under the Credit Agreement in
                  respect of the Assigned Share (including without limitation
                  all payments of principal and accrued but unpaid interest,
                  commitment fees, unused line fees and letter of credit fees
                  with respect thereto) (A) in the case of any such interest and
                  fees that shall have accrued prior to the Settlement Date, to
                  Assignor, and (B) in all other cases, to Assignee; provided
                  that Assignor and Assignee shall make payments directly to
                  each other in accordance with the payment instructions set
                  forth in Item 5 of the Schedule of Terms to the extent
                  necessary to effect any appropriate adjustments in any amounts
                  distributed to Assignor and/or Assignee by Agent under the
                  Loan Documents in respect of the Assigned Share in the event
                  that, for any reason whatsoever, the payment of consideration
                  contemplated by Section 1(b) occurs on a date other than the
                  Settlement Date.

SECTION 2.        CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS

         (a)      Assignor represents and warrants that it is the legal and
                  beneficial owner of the Assigned Share, free and clear of any
                  adverse claim.

         (b)      Assignor hereby represents and warrants that Item 3 of the
                  Schedule of Terms correctly sets forth (1) the aggregate
                  amount of each of (i) the Revolving Loan Commitment, (ii) Term
                  Loan A and (iii) Term Loan B, and (2) the Assigned Share being
                  transferred to Assignee pursuant to this Agreement as
                  described above. Taking into account Assignee's existing
                  Revolving Loan Commitment and Pro Rata Share of each of Term
                  Loan A and Term Loan B, in each case, if any, prior to the
                  effectiveness of this Agreement, the Total Share of Assignee
                  in all of the Lenders' Revolving Loan Commitment and
                  outstanding Loans under the Credit Agreement is as set forth
                  in Item 3 of the Schedule of Terms.

         (c)      Assignor represents and warrants that it has delivered to
                  Agent the Notes delivered to Assignor by Borrower pursuant to
                  the Credit Agreement and requests that Agent exchange such
                  Notes for new Notes executed by Borrower payable to Assignor
                  and Assignee in the amounts necessary to reflect the
                  transaction contemplated by this Agreement.

         (d)      Assignor makes no representation and warranty to Assignee with
                  respect to, and shall not be responsible to Assignee for, the
                  execution, effectiveness, genuiness, validity, enforceability,
                  collectibility or sufficiency of any of the Loan Documents or
                  for any representations, warranties, recitals or statements
                  made therein or made in any written or oral statements or in
                  any financial or other statements, instruments, reports or
                  certificates or any other documents furnished or made by or on
                  behalf of Borrower or any other Loan Party in connection with
                  the Loan Documents and the transactions contemplated thereby
                  or for the financial condition or business affairs of Borrower
                  or any other Loan Party, nor shall Assignor be required to
                  ascertain or inquire as to (i) the performance or observance
                  of any of the terms, conditions, provisions, covenants or
                  agreements contained in any of

                                EXHIBIT 10.1(B)-2

<PAGE>

                  the Loan Documents, (ii) the use of the proceeds of the Loans,
                  (iii) the use of the Lender Letters of Credit or Risk
                  Participation Agreements or (iv) the existence or possible
                  existence of any Event of Default or Default.

         (e)      Assignee represents and warrants that it satisfies any
                  eligibility requirements to be a Lender under the Credit
                  Agreement; that it has experience and expertise in the making
                  or the purchasing of loans such as the Loans; that it has
                  acquired the Assigned Share for its own account and without
                  any present intention of selling all or any portion of such
                  interest; and that it has received, reviewed and approved a
                  copy of the Credit Agreement (including all Exhibits and
                  Schedules thereto) and copies of all other Loan Documents
                  which it has requested.

         (f)      Assignee represents and warrants that it has received from
                  Assignor such financial information regarding Borrower and the
                  other Loan Parties as Assignee has requested, that it has made
                  its own independent investigation of the financial condition
                  and affairs of Borrower and the other Loan Parties in
                  connection with the assignment evidenced by this Agreement,
                  and that it has made and shall continue to make its own
                  appraisal of the creditworthiness of Borrower and the other
                  Loan Parties. Assignor shall have no duty or responsibility,
                  either initially or on a continuing basis, to make any such
                  investigation or any such appraisal on behalf of Assignee or
                  to provide Assignee with any other credit or other information
                  with respect thereto, whether coming into its possession
                  before the Settlement Date or at any time or times thereafter,
                  and Assignor shall not have any responsibility with respect to
                  the accuracy of or the completeness of any information
                  provided to Assignee.

         (g)      Each party to this Agreement represents and warrants to the
                  other party hereto that it has full power and authority to
                  enter into this Agreement and to perform its obligations
                  hereunder in accordance with the provisions hereof, that this
                  Agreement has been duly authorized, executed and delivered by
                  such party and that this Agreement constitutes a legal, valid
                  and binding obligation of such party, enforceable against such
                  party in accordance with its terms, except as enforceability
                  may be limited by applicable bankruptcy, insolvency,
                  reorganization, moratorium or other similar laws affecting
                  creditors' rights generally and by general principles of
                  equity.

SECTION 3.        MISCELLANEOUS

         (a)      Each of Assignor and Assignee hereby agrees from time to time,
                  upon request of the other such party hereto, to take such
                  additional actions and to execute and deliver such additional
                  documents and instruments as such other party may reasonably
                  request to effect the transactions contemplated by, and to
                  carry out the intent of, this Agreement.

         (b)      Neither this Agreement nor any term hereof may be changed,
                  waived, discharged or terminated, except by an instrument in
                  writing signed by the party (including, if applicable, any
                  party required to evidence its consent to or acceptance of
                  this Agreement) against whom enforcement of such change,
                  waiver, discharge or termination is sought.

         (c)      Unless otherwise specifically provided herein, all notices,
                  approvals, requests, demands and other communications
                  hereunder shall be given in accordance with the notice
                  provision of the Credit Agreement. For the purposes hereof,
                  the notice address of each of Assignor and Assignee shall be
                  as set forth on the Schedule of Terms or, as to either such
                  party, such other address as shall be designated by such party
                  in a written notice delivered

                                EXHIBIT 10.1(B)-3

<PAGE>

                  to the other such party. In addition, the notice address of
                  Assignee set forth on the Schedule of Terms shall serve as the
                  initial notice address of Assignee for purposes of the Credit
                  Agreement.

         (d)      In case any provision in or obligation under this Agreement
                  shall be invalid, illegal or unenforceable in any
                  jurisdiction, the validity, legality and enforceability of the
                  remaining provisions or obligations, or of such provision or
                  obligation in any other jurisdiction, shall not in any way be
                  affected or impaired thereby.

         (e)      THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
                  AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
                  STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
                  PRINCIPLES (WHICH PRINCIPLES SHALL BE DEEMED NOT TO INCLUDE
                  SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

         (f)      This Agreement shall be binding upon, and shall inure to the
                  benefit of, the parties hereto and their respective successors
                  and assigns.

         (g)      This Agreement may be executed in one or more counterparts and
                  by different parties hereto in separate counterparts, each of
                  which when so executed and delivered shall be deemed an
                  original, but all such counterparts together shall constitute
                  but one and the same instrument; signature pages may be
                  detached from multiple separate counterparts and attached to a
                  single counterpart so that all signature pages are physically
                  attached to the same document.

         (h)      This Agreement shall become effective upon the date (the
                  "EFFECTIVE DATE") upon which all of the following conditions
                  are satisfied: (i) the execution of a counterpart hereof by
                  each of Assignor and Assignee, (ii) the execution of a
                  counterpart hereof by Agent as evidence of its consent hereto
                  to the extent required under subsection 8.1 of the Credit
                  Agreement, (iii) the receipt by Agent of the administrative
                  fee referred to in subsection 8.1 of the Credit Agreement,
                  (iv) in the event Assignee is a foreign person (i.e., a person
                  other than a United States person for United States Federal
                  income tax purposes), the delivery by Assignee to Agent of
                  such forms, certificates or other evidence with respect to
                  United States federal income tax withholding matters as shall
                  be requested by Agent in order to establish that Assignee
                  shall be entitled to receive payments of principal, interest
                  and fees under the Credit Agreement free from withholding of
                  United States Federal income tax, and (v) the receipt by Agent
                  of originals or telecopies of the counterparts described
                  above.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized,
such execution being made as of the Effective Date in the applicable spaces
provided on the Schedule of Terms.

                                EXHIBIT 10.1(B)-4
<PAGE>

                                SCHEDULE OF TERMS

1.       BORROWER: UTI Holdings, Inc.

2.       NAME AND DATE OF CREDIT AGREEMENT: Second Amendment and Restatement of
         Credit Agreement dated as of March 29, 2002 by and among UTI Holdings,
         Inc., as Borrower, Universal Technical Institute, Inc., as Parent,
         Antares Capital Corporation, JP Morgan Chase Bank, as Trustee of the
         Antares Funding Trust created under a Trust Agreement dated as of
         November 30, 1999, and The Royal Bank of Scotland, as Lenders, and
         Heller Financial, Inc., as a Lender and as Agent for the Lenders.

3.       AMOUNTS/PRO RATA SHARE:

<TABLE>
<CAPTION>
                                                  AMOUNT                         PRO RATA SHARE
<S>                                            <C>                               <C>
Aggregate Revolving Loan
Commitment of all Lenders:                     $____________                           N/A

Aggregate Term Loan A of all
Lenders:                                       $____________                           N/A

Aggregate Term Loan B of all
Lenders:                                       $____________                           N/A

Assigned Share of Revolving Loan
Commitment:                                    $____________                         _____%

Assigned Share of Term Loan A:                 $____________                         _____%

Assigned Share of Term Loan B:                 $____________                         _____%

Total Share of Revolving Loan
Commitment of Assignee:                        $____________                         _____%

Total Share of Term Loan A of
Assignee:                                      $____________                         _____%

Total Share of Term Loan B of
Assignee:                                      $____________                         _____%
</TABLE>

4.       SETTLEMENT DATE: [ ]

5.       PAYMENT INSTRUCTIONS:

         ASSIGNOR:                           ASSIGNEE:
         _____________________________       ____________________________
         ABA No.:  ___________________       ABA No.:  __________________
         Account No.:  _______________       Account No.:  ______________
         Name:  ______________________       Name:  _____________________

                                EXHIBIT 10.1(B)-5

<PAGE>

         Reference: __________________       Reference: ________________

6.       NOTICE ADDRESSES:

         ASSIGNOR:                           ASSIGNEE:
         _____________________________       ____________________________
         _____________________________       ____________________________
         _____________________________       ____________________________
         Attention: __________________       Attention: _________________

7.       SIGNATURES:

         [NAME OF ASSIGNOR],                 [NAME OF ASSIGNEE],
         as Assignor                         as Assignee

         By: _________________________       By: ________________________
         Title: ______________________       Title: _____________________

                                             Consented to in  accordance with
                                             subsection 8.1 of the Credit
                                             Agreement

                                             HELLER FINANCIAL, INC.,
                                             as Agent

                                             By: ________________________
                                             Title: _____________________

                                             UTI HOLDINGS, INC.,
                                             as Borrower

                                             By: ________________________
                                             Title: _____________________

                                EXHIBIT 10.1(B)-6

<PAGE>

                                                                 EXHIBIT 10.1(C)

                                     OMITTED

                                EXHIBIT 10.1(C)
<PAGE>

                                                         FORM OF MANAGEMENT NOTE
                                                                 EXHIBIT 10.1(D)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR LAWS OR PURSUANT TO AN EXEMPTION THEREFROM. THE
PRINCIPAL AMOUNT OF THIS NOTE, AND INTEREST IN RESPECT THEREOF, IS SUBORDINATED
TO THE PAYMENT IN FULL OF ALL SUPERIOR INDEBTEDNESS, AS DESCRIBED IN THIS NOTE.

                       UNIVERSAL TECHNICAL INSTITUTE, INC.

                            Subordinated Junior Note

$____________                                                             [DATE]

         UNIVERSAL TECHNICAL INSTITUTE, INC. (hereinafter called the "COMPANY"),
a Delaware corporation, for value received, hereby promises to pay to [MANAGER]
(the "HOLDER") at the office of the Company in Phoenix, Arizona, subject to the
conditions hereinafter stated, the principal sum of $________________ on the
date three years after the date set forth above (the "MATURITY DATE") and to pay
interest on the unpaid principal amount hereof from the date of this Note until
payment in full of all amounts due hereunder at 8.0% per annum. Interest on this
Note shall be payable annually on each anniversary of the date hereof. All
accrued interest hereon shall in any event be payable not later than the
Maturity Date. Payments of principal and interest shall be made in lawful money
of the United States of America. This Note may be prepaid, subject to the terms
and provisions hereof, in whole or in part at any time without premium or
penalty.

                                    ARTICLE I

                                  Subordination

         1.1      All indebtedness evidenced hereby ("JUNIOR INDEBTEDNESS")
shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full of Superior
Indebtedness.

         For the purposes hereof, the term "SUPERIOR INDEBTEDNESS":

                  (a)      shall mean (i) all indebtedness heretofore or
         hereafter incurred by the Company for money borrowed unless by its
         terms it is provided that such indebtedness is not Superior
         Indebtedness, (ii) all other indebtedness heretofore or hereafter
         incurred by the Company which by its terms provides that such
         indebtedness is Superior Indebtedness, (iii) all guarantees,
         endorsements and other contingent obligations in respect of, or
         obligations to purchase or otherwise acquire or service, indebtedness
         or obligations of others of the Company including without limitation,
         all obligations of the Company under letters of credit issued on behalf
         of the Company, and (iv) any amendments, modifications, deferrals,
         renewals or extension of any such Superior Indebtedness, or debentures,
         notes or evidences of indebtedness heretofore or hereafter issued in
         evidence of or in exchange for such Superior Indebtedness; and

                  (b)      shall include, without limitation, any interest, and
         any and all reasonable expenses, payable in respect of any of the
         foregoing in clause (a) above subsequent to the

                                 EXHIBIT 10.1(D)

<PAGE>

         commencement of any proceeding against or with respect to the Company
         under Title 11 of the United States Code (the "BANKRUPTCY ACT") whether
         or not such interest is an allowed claim in any such proceeding.

For the purposes hereof, "indebtedness" shall include principal, interest, fees,
indemnities and any expenses, if any, incurred with respect thereto.

         1.2      No payment under Junior Indebtedness shall be made by the
Company if and so long as there exists a breach by the Company of any one or
more of the covenants contained in any instrument pursuant to which Superior
Indebtedness is issued.

         1.3      No payment under Junior Indebtedness shall be made by the
Company unless full payment of amounts then due for principal of or premium, if
any, sinking funds and interest on Superior Indebtedness has been made or duly
provided for in money by the Company. No payment under Junior Indebtedness shall
be made by the Company if, at the time of such payment or immediately after
giving effect thereto, (i) there shall exist a default in the payment of
principal or mandatory prepayments of or premium, if any, sinking funds or
interest with respect to any Superior Indebtedness or (ii) there shall have
occurred an event of default (other than a default in the payment or principal,
mandatory prepayments, premium, if any, sinking funds or interest) with respect
to any Superior Indebtedness as defined herein or in the instrument under which
the same is outstanding permitting the holders thereof (or of the indebtedness
secured thereby) to accelerate the maturity thereof (or of the indebtedness
secured thereby) and such event of default shall not have been cured or waived
or shall not have ceased to exist. The provisions of this Section 1.3 shall not
be applicable to any payment governed by Section 1.4 hereof.

         1.4      Upon (i) any payment being required to be made by the Company
under Junior Indebtedness upon any declaration of acceleration of the principal
amount thereof or (ii) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership, or other proceedings; and upon any such
declaration of acceleration or dissolution or winding up or liquidation or
reorganization, any distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the holders of
Junior Indebtedness would be entitled except for the provisions hereof, all
principal, premium, if any, and interest due or to become due in full, or
payment thereof provided for in money, before any payment is made under Junior
Indebtedness shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, or by the holders of Junior Indebtedness if received by them,
directly to the holders of Superior Indebtedness of the Company (pro rata to
each such holder on the basis of the respective amounts of such Superior
Indebtedness held by such holder), or their representatives to the extent
necessary to pay all such Superior Indebtedness in full, in cash, after giving
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Superior Indebtedness, before any payment or distribution is
made to the holders of Junior Indebtedness. In furtherance of the foregoing, but
not by way of limitation thereof, if the Company shall file or have filed
against it a petition under any chapter of the Bankruptcy Act or be adjudicated
a bankrupt thereunder, with the result that the Company is excused from the
obligation to pay all or any part of the interest otherwise payable in respect
of any Superior Indebtedness during the period subsequent to the commencement of
any such proceeding under the Bankruptcy Act, each holder of Junior Indebtedness
by his acceptance hereof does hereby agree that all or such part of such
interest, as the case may be, shall be payable out of, and to that extent
diminish and be at the expense of, reorganization dividends or other
distributions in respect of such Junior Indebtedness.

                                EXHIBIT 10.1(D)-2

<PAGE>

         1.5      If any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, not permitted by the
foregoing shall be received by the holders of Junior Indebtedness before all
Superior Indebtedness is paid in full in cash and all commitments under which
any Superior Indebtedness can be created have expired or terminated, such
payment or distribution shall be held for the benefit of, and shall be paid over
or delivered to, the holders of such Superior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Superior
Indebtedness may have been issued or under which such instruments are pledged or
issued, as their respective interests may appear, for application to the payment
of all Superior Indebtedness remaining unpaid to the extent necessary to pay all
such Superior Indebtedness in full in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the holders of such
Superior Indebtedness.

         1.6      The provisions hereof are solely for the purpose of defining
the relative rights of the holders of Superior Indebtedness on the one hand and
the holders of Junior Indebtedness on the other hand, and nothing herein shall
impair, as between the Company and the holder of any Junior Indebtedness, the
obligations of the Company under Junior Indebtedness, which are unconditional
and absolute, nor shall anything herein prevent the holders of any Junior
Indebtedness from exercising all remedies otherwise permitted by applicable law
or hereunder upon default hereunder, all subject to the rights, if any,
hereunder of holders of Superior Indebtedness to receive cash, property or
securities otherwise payable or deliverable to the holders of Junior
Indebtedness.

         1.7      Each holder of Junior Indebtedness by his acceptance hereof
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Superior
Indebtedness, whether such Superior Indebtedness was created or acquired before
or after the issuance of this Junior Indebtedness, to acquire and/or continue to
hold such Superior Indebtedness and such holder of Superior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in
acquiring and/or continuing to hold such Superior Indebtedness.

         1.8      Subject to the payment in full of all Superior Indebtedness,
the holders of Junior Indebtedness shall be subrogated to the rights of the
holders of Superior Indebtedness to receive payments or distributions of assets
of the Company applicable to the Superior Indebtedness until the Superior
Indebtedness shall be paid in full, and no such payments or distributions to the
holders of Superior Indebtedness shall, as among the Company, its creditors
other than the holders of Superior Indebtedness and the holders of Junior
Indebtedness, be deemed to be a payment by the Company to or on account of the
Junior Indebtedness.

                                   ARTICLE II

                                    Defaults

         2.1      Events of Default. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

                  (a)      the Company shall commence a voluntary case or other
         proceeding seeking liquidation, reorganization or other relief with
         respect to itself or its debts under any bankruptcy, insolvency or
         other similar law now or hereafter in effect or seeking the appointment
         of a trustee, receiver, liquidator, custodian or other similar
         official, or shall consent to any such relief or to the appointment of
         or taking possession by any such official in an involuntary case or
         other proceeding commenced against it, or shall make the a general
         assignment for the benefit of creditors; or

                                EXHIBIT 10.1(D)-3

<PAGE>

                  (b)      an involuntary case or other proceeding shall be
         commenced against the Company seeking liquidation, reorganization or
         other relief with respect to it or its debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect or seeking
         the appointment of a trustee, receiver, liquidator, custodian or other
         similar official, and such involuntary case or other proceeding shall
         remain undismissed and unstayed for a period of 90 days; or an order
         for relief shall be entered against the Company under the Federal
         bankruptcy laws as now or hereafter in effect;

then, and in every such event, subject to the provisions of Article I, the
Holder may, by notice to the Company and to the holders of Superior
Indebtedness, declare the unpaid principal amount of this Note together with
accrued interest thereon, to be, and such portions of this Note (and accrued
interest thereon) shall thereupon become, due and payable immediately following
delivery of such notice to the Company and to the holders of Superior
Indebtedness without presentment, demand, protest or further notice of any kind,
all of which are hereby waived by the Company.

                                   ARTICLE III

                                  Miscellaneous

         3.1.     Prepayment. The Company may prepay any amount of principal due
and owing on this Note, together with accrued interest on the amount so prepaid,
at any time without premium or penalty.

         3.2.     Notices. Any notice, request or other communication given
hereunder shall be in writing and shall be delivered personally, sent by
facsimile transmission or sent by certified, registered or express mail, postage
prepaid, and shall be deemed given when so delivered personally or sent by
facsimile transmission, or if mailed or sent by overnight courier, upon receipt
thereof, as follows:

         If to the Company, to:             Universal Technical Institute, Inc.
                                            3002 North 27th Avenue
                                            Phoenix, Arizona 85017
                                            Attention:  President
                                            Facsimile No. (602) 254-9278

         If to the Holder, to:              _________________________________
                                            _________________________________
                                            _________________________________
                                            _________________________________
                                            Facsimile No.  __________________

         3.3.     Governing Law. This Note shall be governed by the internal
laws of the State of New York.

         3.4.     Assignment. This Note may not be assigned or otherwise
transferred by the Holder prior written consent of the Company.

                                EXHIBIT 10.1(D)-4

<PAGE>

         IN WITNESS WHEREOF, UNIVERSAL TECHNICAL INSTITUTE, INC. has caused this
Note to be executed and signed the day and year above set forth.

                                           UNIVERSAL TECHNICAL INSTITUTE, INC.

                                           By: ______________________________
                                               Name:
                                               Title:

                                EXHIBIT 10.1(D)-5

<PAGE>

                                       FORM OF INTERCOMPANY INTERCREDITOR LETTER
                                                                 EXHIBIT 10.1(E)

Heller Financial, Inc.,
as Agent
500 West Monroe Street
Chicago, Illinois 60661

Attention: Portfolio Manager
           Corporate Financial Group

Ladies/Gentlemen:

Reference is made to (i) the Second Amendment and Restatement of Credit
Agreement, dated as of March [-], 2002, as the same may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time (the
"SENIOR CREDIT AGREEMENT") by and among UTI Holdings, Inc., as borrower (the
"BORROWER"), Universal Technical Institute, Inc., as parent, Heller Financial,
Inc., as Agent and as a Lender, and the other Lenders party thereto from time to
time, (ii) the Security Agreement, dated [ ] (as amended, modified or
supplemented in accordance with the terms of this Agreement, the "DEBTOR
SECURITY AGREEMENT") between [the Borrower][Subsidiary], as debtor [(the
"DEBTOR")], and [ ], an Institution Subsidiary, as secured party, (the "SECURED
PARTY") and (iii) the promissory note, dated [ ] (the "PROMISSORY NOTE") by the
Debtor to the order of the Secured Party. Capitalized terms used herein but not
defined herein shall have the meanings given such terms in the Debtor Security
Agreement.

As required by the Senior Credit Agreement and in consideration of the Lenders
entering into the second amendment and restatement thereof and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Secured Party and the Debtor, the Secured Party and the
Debtor agree with the Agent (for the benefit of the Agent and the Lenders) as
follows, which agreements shall continue in full force and effect until all
Obligations shall have been paid in full in cash and there shall be no
outstanding Obligations or Revolving Loan Commitment:

1.       Without the prior written consent of the Agent in each instance, the
         Secured Party shall not take any action or suffer or permit the Debtor
         to take any action to (a) perfect any security interest granted or
         arising under the Debtor Security Agreement, (b) exercise any remedies
         under the Debtor Security Agreement or applicable law against any
         Collateral or any records thereof, or (c) realize upon or collect any
         Collateral or otherwise enforce its rights under the Debtor Security
         Agreement or in respect of the Collateral or any records thereof.

2.       Without the prior written consent of the Agent in each instance,
         neither the Secured Party nor the Debtor shall amend any term of the
         Debtor Security Agreement or Promissory Note.

3.       This agreement shall constitute a Loan Document.

4.       THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED
         IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
         REGARD TO CONFLICTS OF LAW PRINCIPLES (WHICH

                                 EXHIBIT 10.1(E)

<PAGE>

         PRINCIPLES SHALL BE DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW
         YORK GENERAL OBLIGATIONS LAW).

5.       The obligations of the Secured Party and the Debtor under this
         agreement shall not be affected by any (a) waiver, amendment,
         modification, extension, renewal, refinancing, refunding or other
         change in or under the Obligations or any Loan Document, (b) sale,
         exchange, surrender or release by the Agent of any Lender of any
         Obligations or any Collateral or any failure of the Agent or any Lender
         to perfect its security interest in any Collateral, (c) delay in any
         such perfection, (d) any increase in the Obligations or (e) any other
         circumstance whatsoever, whether similar or dissimilar to all or any of
         the foregoing.

6.       This agreement may be executed in any number of counterparts and by
         different parties hereto in separate counterparts, each of which when
         so executed and delivered shall be deemed an original, but all of which
         counterparts together shall constitute one and the same instrument.

7.       No amendment, modification, termination or waiver of any provision of
         this agreement shall be effective unless the same shall be in writing
         and signed by the Agent, the Debtor and the Secured Party.

Please indicate your acceptance of this agreement by signing in the space
provided below.

                                     Very truly yours,

                                     [UTI Holdings, Inc.] [Subsidiary]

                                     By: _________________________________
                                     Name:
                                     Title:

                                     [             ]

                                     By: _________________________________
                                     Name:
                                     Title:

ACCEPTED AND AGREED:

Heller Financial, Inc.,
As Agent

By: _________________________________
    Name:
    Title:

                                EXHIBIT 10.1(E)-2

<PAGE>

                                         FORM OF INTERCOMPANY SECURITY AGREEMENT
                                                                 EXHIBIT 10.1(F)

                               SECURITY AGREEMENT
                                  (All Assets)

         THIS SECURITY AGREEMENT (the "AGREEMENT") is made this __ day of
__________, 200*, by and between ______________________, a (n) ________________
corporation ("SECURED PARTY") and ______________, a (n) _______________
corporation ("DEBTOR").

                                    RECITALS:

A.       Debtor is or may be indebted to Secured Party from time to time up to a
         maximum of ___________ and ___/100 DOLLARS ($___________.___) as
         evidenced by a promissory note of even date herewith (the "NOTE").

B.       As security for the Note, Debtor is willing to give to Secured Party a
         security interest in the assets hereinafter described.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
         sufficiency of which are hereby acknowledged, the parties agree as
         follows:

1.       SECURITY INTEREST.

         1.1      Collateral. In consideration of the loan evidenced by the
                  Note, Debtor hereby grants to Secured Party a security
                  interest in all the assets of Debtor, now existing or created
                  in the future, together with replacements and all proceeds
                  thereof (collectively the "COLLATERAL").

         1.2      Indebtedness. This Agreement and the rights hereby granted
                  shall secure the following (collectively the "OBLIGATIONS"):
                  the indebtedness evidenced by the Note (and any renewals,
                  extensions or modifications thereof), together with interest
                  thereon, late charges and collection costs as provided in the
                  Note.

2.       DEBTOR'S WARRANTIES, COVENANTS AND AGREEMENTS.

         Debtor hereby warrants, covenants and agrees that:

         2.1      Binding Obligation. This Agreement is the legally valid and
                  binding obligation of Debtor, enforceable against it in
                  accordance with its terms, except as enforcement may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  or similar laws or equitable principles relating to or
                  limiting creditor's generally.

         2.2      Debtor's Organization. Debtor is a corporation in good
                  standing, organized solely under the laws of and duly
                  certified to do business in the State of ________ ([with the
                  following organizational identification number: #________]
                  [without any organizational identification number, which is
                  not required to be organized and qualified to do business in
                  such State]) and maintains its principal office at the address
                  set forth in this

                                 EXHIBIT 10.1(F)

<PAGE>

                  Agreement. Debtor retains its records concerning the
                  Collateral at the same address. Debtor shall promptly notify
                  Secured Party of any change in address.

         2.3      Transferability. The Collateral is transferable to Secured
                  Party.

         2.4      Inspection of Records. Debtor will, at all reasonable times,
                  allow Secured Party or its representatives free and complete
                  access to all of Debtor's records regarding the Collateral for
                  such inspection and examination as Secured Party deems
                  necessary.

         2.5      Condition of Collateral. So long as this Assignment remains in
                  effect, Assignor shall diligently pursue collection of the
                  Collateral. Debtor will promptly notify Secured Party of any
                  levy, distraint or other seizure by legal process or otherwise
                  of any part of the Collateral and of any threatened or filed
                  claim or proceedings that might in any way affect or impair
                  any of the Collateral.

         2.6      Title to and Protection of Collateral.

                  (a)      Debtor shall pay promptly when due all taxes, fees,
                           charges and assessments, if any, upon the Collateral.

                  (b)      Secured Party may, at its option, and without any
                           obligation to do so, pay, perform and discharge any
                           and all amounts, costs, expenses and liabilities
                           herein agreed to be paid or performed by Debtor, and
                           all amounts expended by Secured Party in so doing or
                           in respect of or in connection with the Collateral
                           shall become part of the Obligations secured hereby
                           and shall be immediately due and payable by Debtor to
                           Secured Party upon demand therefor and shall bear
                           interest at the rate of interest in effect after
                           default on the indebtedness outstanding under the
                           Note.

         2.7      Perfection. Debtor will do all acts and things, will execute
                  and file all instruments (including security agreements,
                  financing statements, continuation statements, etc.) requested
                  by Secured Party to establish, maintain and continue the
                  security interest of Secured Party in the Collateral, and will
                  promptly on demand pay all costs and expenses of (a) filing
                  and recording, including the costs of any searches deemed
                  necessary by Secured Party from time to time to establish and
                  determine the validity and the continuing priority of the
                  security interest of Secured Party and (b) all other claims
                  and charges that in the opinion of Secured Party might
                  prejudice, imperil or otherwise affect the Collateral or
                  security interest therein of Secured Party.

         2.8      Loss of Collateral. Debtor will promptly give written notice
                  to Secured Party of any loss of any substantial part of the
                  Collateral. Secured Party is not responsible for any loss of
                  the Collateral unless caused by willfully wrongful acts or
                  omissions of Secured Party.

         2.9      No Surrender of Rights. This Agreement shall remain in full
                  effect, without waiver or surrender of any of Secured Party's
                  rights hereunder, notwithstanding any one or more of the
                  following: (a) extension of time or payment of the whole or
                  any part of the Note; (b) any change in the terms and
                  conditions of the Note; (c) substitution of any other note or
                  evidence of indebtedness for the Note; (d) acceptance by
                  Secured Party of any collateral or security of any kind for
                  the payment of the Note, any and all extensions, or renewals
                  thereof; (e) surrender, release, exchange or alteration of any
                  collateral or other security, either in whole or in part; or
                  (f) release, settlement, discharge, compromise,

                                EXHIBIT 10.1(F)-2

<PAGE>

                  change or amendment, in whole or in part, of any claim of
                  Secured Party against Debtor or of any claim against any
                  guarantor or other party secondarily or additionally liable
                  for the payment of the Note.

3.       EVENTS OF DEFAULT. Debtor shall be in default hereunder if any of the
         following shall occur:

         3.1      Note Default. An "Event of Default" under the Note;

         3.2      Breach of Agreements. Failure or neglect by Debtor to observe
                  or perform any of the obligations, terms, provisions,
                  promises, agreements or covenants of this Agreement or any
                  instrument or security agreement executed and delivered by
                  Debtor in connection with the indebtedness secured by this
                  Agreement; or

         3.3      Breach of Representation. Any representation or warranty in
                  the Note, this Agreement or in any other agreement, document
                  or instrument evidencing, securing or relating to any of the
                  obligations, covenants, promises and agreements secured hereby
                  is false or incorrect as of the date made.

4.       SECURED PARTY'S REMEDIES. During the continuation of an event of
         default, Secured Party shall have the following rights and remedies:

         4.1      Acceleration. Secured Party may, at its options, declare all
                  or any part of the Obligations immediately due and payable.

         4.2      Take Possession of Records. Secured Party may, without notice
                  or demand and without legal process, take possession of
                  Debtor's records evidencing the Collateral where found and,
                  for this purpose, may enter upon any property occupied by or
                  in the control of Debtor.

         4.3      Collection from Obligors. Secured Party may demand payment
                  from the obligors of the Collateral, without any further
                  notice to Debtor. By signing this Agreement, Debtor hereby
                  authorizes the obligors of the Collateral to pay to Secured
                  Party all sums of Collateral owed until Secured Party is paid
                  in full, immediately upon receipt or written demand from
                  Secured Party, and without any authorization or consent from
                  Debtor. Debtor agrees that the obligors of the Collateral may
                  rely upon any such demand of Secured Party, without any
                  obligation to verify with or obtain the consent of Debtor.

         4.4      Remedies Non-Exclusive. Secured Party may pursue any legal
                  remedy available to collect all sums secured hereby and to
                  enforce its title in and right to possession of the Collateral
                  and to enforce any and all other rights or remedies available
                  to it. No such action shall operate as a waiver of any other
                  right or remedy of Secured Party.

         4.5      Uniform Commercial Code. Secured Party shall have all the
                  rights and remedies afforded a secured party under the Arizona
                  Uniform Commercial Code and all other legal or equitable
                  remedies provided by the laws of the United States and the
                  State of Arizona.

5.       MISCELLANEOUS PROVISIONS.

         5.1      Waiver; Amendments. No default hereunder by Debtor shall be
                  deemed to have been waived by Secured Party except by a
                  writing to that effect signed by Secured Party and

                                EXHIBIT 10.1(F)-3

<PAGE>

                  no waiver of any default shall operate as a waiver of any
                  other default on a future occasion. No modification,
                  rescission, waiver, release or amendment of any provision of
                  this Agreement shall be made except by a written agreement
                  signed by Debtor and Secured Party.

         5.2      Severability. Should any one or more provisions of this
                  Agreement be determined to be illegal or unenforceable, such
                  provision or provisions shall be modified to the minimum
                  extent necessary to make it or its application valid and
                  enforceable, and all other provisions nevertheless shall be
                  effective.

         5.3      Governing Law. The terms herein shall have the meanings in and
                  be construed under the Arizona Uniform Commercial Code and all
                  issues arising hereunder shall be governed by the laws of the
                  State of Arizona.

         5.4      Entire Agreement. This Agreement contains the entire
                  understanding of the parties and supersedes any prior
                  understandings and agreements, written or oral, respecting the
                  subjects discussed herein.

         5.5      Successors and Assigns. This Agreement shall be binding on and
                  inure to the benefit of the parties, their respective
                  successors and assigns.

         5.6      Counterparts; Duplicate Originals. Agreements may be executed
                  in multiple counterparts and when a counterpart has been
                  executed by each of the parties hereto such counterparts,
                  taken together, shall constitute a single agreement. Duplicate
                  originals may also be utilized, each of which shall be deemed
                  an original document.

                                EXHIBIT 10.1(F)-4

<PAGE>

                                      DEBTOR:

                                      __________________________________________
                                      a(n) _____________________ corporation
                                      Address: _________________________________
                                      __________________________________________

                                      By: ______________________________________

                                      Its:

                                      SECURED PARTY:

                                      a(n) _____________________ corporation
                                      Address: _________________________________
                                      __________________________________________

                                      By: ______________________________________

                                      Its:

                               EXHIBIT 10.1(F)-5
<PAGE>

                                                         FORM OF NTT/PTA RELEASE

                                                                 EXHIBIT 10.1(G)

                                     RELEASE

         Reference is made to (a) the Second Amendment and Restatement of Credit
Agreement dated as of September 29, 2002 (as amended or otherwise modified from
time to time, the "Credit Agreement") by and among UTI Holdings, Inc., an
Arizona corporation (the "Pledgor"), Universal Technical Institute, Inc., a
Delaware corporation, the Lenders, NTT Acquisition Inc., a Delaware corporation
("NTT Acquisition") and Heller Financial, Inc., a Delaware corporation
("Agent"), (b) the Pledge Agreement dated as of June 30, 1998 between Pledgor
and Agent (the "NTT Acquisition Pledge"), (c) the Pledge Agreement dated as of
June 30, 1998 between NTT Acquisition and Agent (the "NTT/PTA Pledge"), (d) the
Guaranty dated as of June 30, 1998 by NTT Acquisition in favor of the Agent (the
"NTT Acquisition Guaranty"), (e) the Guaranty dated as of June 30, 1998 by
National Technology Transfer, Inc., a Delaware corporation ("NTT") in favor of
the Agent (the "NTT Guaranty") and (f) the Guaranty dated as of June 30, 1998 by
Performance Training Associates, Inc., formerly a Delaware corporation ("PTA")
in favor of the Agent (the "PTA Guaranty"). Terms not otherwise defined herein
shall have the meanings assigned in the Credit Agreement.

         WHEREAS, Pledgor owns all of the outstanding shares of capital stock in
NTT Acquisition;

         WHEREAS, NTT Acquisition owned all of the outstanding shares of capital
stock in NTT and PTA;

         WHEREAS, PTA merged with and into NTT as evidenced by a Certificate of
Ownership and Merger filed with the Secretary of State of the State of Delaware
on July 31 2001, with NTT continuing as the surviving corporation;

         WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of
September 29, 2001, by and between NTT Acquisition Corp., a Delaware corporation
("NTT Corp.") and Pledgor, NTT Corp. owns all of the outstanding shares of NTT;

         WHEREAS, in accordance with the terms of the Credit Agreement and as
collateral security for the prompt and complete payment, performance and
observance by the Loan Parties of all present and future Obligations, Pledgor
pledged 100% of its shares of NTT Acquisition under the NTT Acquisition Pledge;
(ii) 100% of its shares in NTT and PTA under the NTT/PTA Pledge;

         WHEREAS, in accordance with the terms of the Credit Agreement and as
collateral security for the prompt and complete payment, performance and
observance by the Loan Parties of all present and future Obligations, NTT
Acquisition pledged 100% of its shares in NTT and PTA under the NTT/PTA Pledge;

         WHEREAS, in accordance with the terms of the Credit Agreement, (i) NTT
Acquisition guarantees the Borrower's Obligations under the Credit Agreement
pursuant to the NTT Acquisition Guaranty, (ii) NTT guarantees the Borrower's
Obligations under the Credit Agreement pursuant to the NTT Guaranty and (iii)
PTA guarantees the Borrower's Obligations under the Credit Agreement pursuant to
the PTA Guaranty;

                                EXHIBIT 10.1(G)
<PAGE>

NOW, THEREFORE, the undersigned agrees to the following:

1.       The undersigned hereby releases, effective as of the date of this
         Release, the Pledged Collateral, as defined in both the NTT Acquisition
         Pledge and the NTT/PTA Pledge (such Pledged Collateral collectively
         being herein referred to as the "Released Collateral") from any Lien
         granted to or held by the Agent or Loan Parties pursuant to the Credit
         Agreement, NTT Acquisition Pledge or the NTT/PTA Pledge. The Agent
         agrees to execute any other documents and take any further action
         necessary to release any Lien granted to or held by the Agent or the
         Loan Parties with respect to the Released Collateral, including,
         without limitation, executing and delivering termination statements
         with regard to any Uniform Commercial Code or other financing
         statements executed in favor of the Agent that relate to the Released
         Collateral.

2.       The undersigned hereby releases, effective as of the date of this
         Release, NTT Acquisition, NTT and PTA from their respective obligations
         to guarantee to the Agent, for the benefit of the Agent and the
         Lenders, the full and punctual payment when due (whether as stated
         maturity, by required pre-payment, by acceleration or otherwise), as
         well as the performance, of all of the Obligations under the Credit
         Agreement pursuant to the NTT Acquisition Guaranty, NTT Guaranty and
         PTA Guaranty.

3.       Effective as of the date of this Release, the undersigned acknowledges
         and agrees that the NTT Acquisition Pledge, NTT/PTA Pledge, NTT
         Acquisition Guaranty, NTT Guaranty and PTA Guaranty and all of the
         terms and provisions and rights and obligations set forth in such
         agreements are hereby terminated.

This Release does not constitute a waiver or release of any of the obligations
for which the Released Collateral was given as security or a waiver, release or
subordination of the Lien of any other security agreements, pledge agreements,
mortgages, deeds of trust or other instruments given as security for the same
obligations, and the remaining property described in any such other security
agreements, pledge agreements, mortgages, deeds of trust or other instruments
given as security for the same obligations shall continue to be held by the
secured party, mortgagees or trustees under such other security agreements,
mortgages, deeds of trust or other instruments given as security for the same
obligations in accordance with the terms thereof. This Release is made without
affecting the personal liability of any person for payment of the Obligations
secured by the Released Collateral.

                       [Signature to Follow on Next Page]

                                EXHIBIT 10.1(G)-2
<PAGE>

         In Witness whereof, the undersigned has caused this Release to be
executed and delivered this __ day of March, 2002.

                                        HELLER FINANCIAL, INC., as Agent

                                        By: ___________________________________
                                        Name:
                                        Title:

Accepted and Agreed:

NTT ACQUISITION, INC.

By: ___________________________________
    Name: A. Richard Caputo
    Title: Vice President

NATIONAL TECHNOLOGY TRANSFER, INC.

By: __________________________________
    Name: A. Richard Caputo
    Title: Vice President

UTI HOLDINGS, INC.

By: __________________________________
    Name: A. Richard Caputo
    Title: Vice President

                                EXHIBIT 10.1(G)-3
<PAGE>

                                SCHEDULES TO THE

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                       FOR

                       UNIVERSAL TECHNICAL INSTITUTE, INC.

<PAGE>

                    INTRODUCTION TO THE DISCLOSURE SCHEDULES

         The Disclosure Schedules set forth below are part of the Second Amended
and Restated Credit Agreement dated as of March 29, 2002, (the "CREDIT
AGREEMENT") by and among Universal Technical Institute, Inc. ("HOLDINGS"); UTI
Holdings, Inc., as Borrower; Heller Financial, Inc., as Agent and a Lender; and
the other parties thereto listed as Lenders. These Disclosure Schedules contain
exceptions made to the representations, warranties, and covenants of Holdings
and Borrower in the Credit Agreement.

         Any matter specifically described and set forth herein as an exception
to a Section of the Credit Agreement or specifically described and set forth in
a Schedule to the Credit Agreement shall be deemed to constitute an exception to
all other sections of the Credit Agreement to which it applies. No general
disclosure in any Schedule herein shall be limited by any more specific
disclosure in either that Schedule or any other Schedule herein. Where the terms
of a contract or other disclosure item have been summarized or described in the
Disclosure Schedules, such summary or description does not purport to be a
complete statement of the material terms of such contract or other item. Any
cross referencing is purely for the assistance of the reader and is intended to
be exclusive as to which Schedule the information pertains.

<PAGE>

                                   SCHEDULE A

                                 EXITING LENDERS

PB Capital Corporation (formerly known as BHF-Bank Aktiengesellschaft)

Balanced High Yield Fund I, Ltd. (through its Asset Manager, ING Capital
Advisors LLC)

Balanced High Yield Fund II, Ltd. (through its Asset Manager, ING Capital
Advisors LLC)

LaSalle Bank National Association

First Source Loan Obligations Trust (through its Servicer and Administrator,
First Source Financial, Inc.)

Fleet National Bank

                                   Schedule A
<PAGE>

                                 SCHEDULE 1.2(E)

                                EXCLUDED DEFAULTS

Section 6.1(C) only
as it related to Sections:          2.3
                                    3.10
                                    3.12
                                    3.13
                                    3.14
                                    4.1
                                    4.8(C)
                                    4.8(E)
                                    4.8(I) - (N)
                                    4.9
Section 6.1 (D)
Section 6.1 (E)
Section 6.1 (H) (as long a such lien, levy or assessment is less than $500,000)
Section 6.1 (O)
Section 6.1 (S)

                                 Schedule 1.2(E)
<PAGE>

                                    SCHEDULE 2

                              PURCHASED SECURITIES

<TABLE>
<CAPTION>
                        PREFERRED    PREFERRED    PREFERRED   PREFERRED               RESTRICTED    TOTAL
STOCKHOLDER             SERIES A     SERIES B     SERIES C    SERIES D     COMMON       COMMON      COMMON      OPTIONS
<S>                   <C>           <C>          <C>          <C>        <C>          <C>         <C>          <C>
UTI SHAREHOLDERS

Whites' Family
Company LLC           3,673.00000                  732.10420               493.67444     1.17919    494.85363   41.29098

John C. White                                                                           67.20000     67.20000
                      --------------------------------------------------------------------------------------------------
   TOTAL WHITE
   (CHC STOCKHOLDERS) 3,673.00000             -    732.10420               493.67444    68.37919    562.05363   41.29098
                      --------------------------------------------------------------------------------------------------

Robert D. Hartman                   2,821.00000    540.33034               205.87712    84.71192    290.58904   41.82441

Robert D. Hartman
and Janice W.
Hartman, Trustees                                                           50.00000           -     50.00000

Hartman Investments
Limited Partnership                                                        197.12000           -    197.12000
                      --------------------------------------------------------------------------------------------------

   TOTAL HARTMAN                 -  2,821.00000    540.33034               452.99712    84.71192    537.70904   41.82441
                      --------------------------------------------------------------------------------------------------
Jeffrey Muecke                        551.21000            -                70.34980    10.59274     80.94254    6.29592

Kimberly McWaters                      51.16500            -                15.04500     8.23436     23.27936    1.81073

Paul C. Riordan                        51.16500            -                15.04500           -     15.04500          -

Sharon Morrison                        10.18000            -                16.00000           -     16.00000          -

Roger Speer                            22.07000     26.27171                31.38540     5.88597     37.27137    2.89906

Joseph Cutler                          57.96000     25.62888                26.36140     4.93662     31.29802    2.43444

Randall Smith                          51.46000            -                26.36140     4.93662     31.29802    2.43444

Phillip C. Christner                   31.22000      9.93851                25.10540     1.97864     27.08404          -

James Gleeson                         320.21000            -                25.10540     4.93662     30.04202          -

Sherrell Smith                         37.44000     10.77974                20.08140     3.76742     23.84882    1.85502

Randal Whitman                         31.22000            -                14.29100     2.82806     17.11906    1.33157

Thomas Nelmark                         30.70000      4.02941                12.57059     1.87871     14.44930    1.12390

David K. Miller                                     16.67700                 3.57435    16.42500     19.99935    3.55562

Sharon Gleeson                                       9.25074                 6.28730     1.17919      7.46649    0.58076

Dennis L. Hendrix                                    8.23500                 1.76500     5.47500      7.24000    0.56315

UTI Tax-Deferred
Trust dd 2/24/99                                   464.75447
                       -------------------------------------------------------------------------------------------------
   TOTAL MANAGEMENT
   STOCKHOLDERS        3,673.00000  4,067.00000  1,848.00000             1,256.00000   226.14606  1,482.14606  108.00000
                       -------------------------------------------------------------------------------------------------
</TABLE>

                                   Schedule 2
<PAGE>

<TABLE>
<CAPTION>
                          PREFERRED   PREFERRED   PREFERRED    PREFERRED              RESTRICTED     TOTAL
STOCKHOLDER               SERIES A    SERIES B    SERIES C     SERIES D     COMMON      COMMON      COMMON     OPTIONS
<S>                      <C>          <C>        <C>          <C>         <C>         <C>         <C>          <C>
THE JORDAN COMPANY &
   JZEP

JZEP Preferred                                   1,176.00000
Holdings Limited         7,505.00000

JZEP                                                                       799.50000                799.50000

UTI/TJC Voting Trust                                                       799.50000                799.50000

Jordan Industries, Inc.                          1,176.00000
                         ---------------------------------------------------------------------------------------------
   TOTAL TJC & JZEP      7,505.00000          -   2,352.0000              1,599.0000           -  1,599.00000
                         ---------------------------------------------------------------------------------------------
Worldwide Training                                            1110.73097
Group

Charlesbank Voting Trust                                      1246.46395

TOTAL PENSKE GROUP
INVESTORS                                                     2357.19491
</TABLE>

                                  Schedule 2-2
<PAGE>

                                 SCHEDULE 3.1(D)

                                  INDEBTEDNESS

1.       6.55% Subordinated Note, due September 30, 2023, in the principal
         amount of $4,000,000 from Universal Technical Institute, Inc. to
         Clinton Education Group, Inc., an Arizona corporation.

2.       Letter of Credit in the amount of $6,400,000 issued on behalf of
         Universal Technical Institute of Texas, Inc. in favor of the DOE.

3.       8% Convertible Note, due June 30, 2006, in the principal amount of
         $7,010,660, from Universal Technical Institute, Inc. to Nelson R.
         Sharp.

                                 Schedule 3.1(D)
<PAGE>

                               SCHEDULE 3.2(A)(10)

                             LIENS AND ENCUMBRANCES

1.       Holdings and The Clinton Harley Corporation ("CHC") have received
         training aids (e.g. cars, motorcycles, etc.) as loans or donations from
         manufacturers and other companies. There are substantial restrictions
         on the use and/or transferability of these training aids, and in most
         cases the property must be either returned or destroyed. CHC possesses
         certificates of title for many of these training aids, though in most
         cases such title is defective. A list of the Holdings training aids as
         of the Closing Date is attached as Annex A. A list of CHC training aids
         as of the Closing Date is attached as Annex B.

2.       UCC-l filings against Holdings and CHC are listed below in Annex C.
         Many of the filings were terminated prior to the Amendment and
         Restatement Date. Copies of the liens related to Holdings' current
         borrowing facility and the liens which will remain outstanding after
         the Amendment and Restatement Date are attached.

3.       We incorporate by reference the results of the UCC lien search and
         copyright search performed by the Lender's counsel attached hereto as
         Annex D.

                             Schedule 3.2(A)(10)
<PAGE>

                                     ANNEX A

                            LIST OF UTI TRAINING AIDS

         UTI has several items that have been loaned or donated to UTI's
Institutions. These assets are consistently valued at $0 for accounting purposes
since they cannot be sold or transferred.

                              Schedule 3.2(A)(10)-2
<PAGE>

                                     ANNEX B

                 LIST OF CHC TRAINING AIDS AND TITLES OF DEFECTS

CLINTON HARLEY CORPORATION
TRAINING AID TITLES

<TABLE>
<CAPTION>
                                                                  Certificates
                                                                      or
                                                     Open Title    Statements   Title not              Other
                                                     (transferee   of Origin,   properly   Lien not  ownership
Item #  Year    Make      Model     VIN/Serial #     left blank)   Not Titles   Executed   released    papers
------  ----  --------  --------  -----------------  -----------  ------------  ---------  --------  ---------
<S>     <C>   <C>       <C>       <C>                <C>          <C>           <C>        <C>       <C>
   1    1963  Harley    MC        Z8ZJ880480075           X
   2    1996  Suzuki    GSXR7     JS1GR7DA5T2100016                                X
   3    1986  Harley              1HD1DBL1XGY500007
   4    1996  Kawasaki  ZL6       H8G1963380054           X
   5    1940  Harley    Knuckle                                                                          X
   6    2001  Suzuki    GS500K1   JS1GM51A112100146                                                      X
   7    2001  Suzuki    GS500K1   JS1GM51A812100418                                                      X
   8    2001  Suzuki    GS500K1   JS1GM51A712100460                                                      X
   9    2001  Suzuki    GS500K1   JS1GM51A912100461                                                      X
  10    2001  Suzuki    GS500K1   JS1GM51A412100741                                                      X
  11    2001  Suzuki    GS500K1   JS1GM51A112100762                                                      X
  12    1995  Suzuki    VS800GLS  JS1VS52A8S2102571                                X
  13    1995  Suzuki    LS650PS   JS1NP41AXS2102231                                X
  14    1995  Suzuki    DR350SES  JS1SK42A2S2100781                                X
  15    1995  Suzuki    LTF4WDXS  JSAAK42A6S2114582                                X
  16    1995  Suzuki    DR250SES  JS1SJ44A9S2100115                                X
  17    1994  Suzuki    LTF4WDXR  JSAAK42AXR2104907                                X
  18    1996  Suzuki    LS650PT   JS1NP41AXT2101386                                X
  19    1994  Suzuki    DR125SER  JS1SF44A2R2101392                                X
  20    1990  Suzuki    GS500EL   JS1GM51A5L2100931                                X
  21    1937  Harley    74        37UL5720                                         X
  22    1996  Harley    FLHT      1HD1DDL1XTY602378                                X
  23    1957  Harley              57FL2646                X
  24    1989  Honda     CR250R    JH2ME0305KM103299                    X
  25    1995  Harley              1HD1CAP13SY226522       X
  26    1995  Buel                4MZRT11H9S3001198       X
  27    1995  Harley              1HD1FDL14SY507873       X
  28    1983  Recon     Panhead   AZ91261                 X
  29    1986  Harley              1HD1ECL17GY118892       X
  30    1986  Harley              1HD1DBL1XGY500007                                                      X
  31    1987  Honda               JH2KF0104HS000046                    X
  32    1987  Honda               JH2AF120XHK200414                    X
  33    1993  Honda     CR250     JH2ME0301PM500774       X
  34    1973  Harley              H8GK882180097           X
  35    1964  Harley              H4L5880210051           X
  36    1963  Harley              63FLH3338               X
  37    1951  Harley              51WL1136                X
  38    1995  Harley              1HD1FCR10SY608734       X
  39    1992  Harley              1HD1BLL1XNY019246       X
  40    1993  Harley              1HD1DPL15PY503488       X
  41    1994  Harley              1HD4CAM33RY223665       X
  42    1996  Harley              1HD1FBR3XTY603246       X
  43    1995  Harley              1HD1FCR31SY608758       X
  44    1995  Harley              1HD1GHL35SY308157       X
  45    1995  Harley              1HD1FCR38SY605629       X
  46    1995  Harley              1HD1FCR35SY605569       X
  47    1996  Harley              1HD1BKL38TY045109       X
  48    1996  Harley              1HD1FBR32TY607694       X
  49    1996  Harley              1HD1GHL12TY319522       X
  50    1996  Harley              1HD1FCR14TY610892       X
  51    1998  Suzuki              JS1VT51A4W2100451       X
</TABLE>

                              Schedule 3.2(A)(10)-3
<PAGE>

<TABLE>
<CAPTION>
                                                                  Certificates
                                                                      or
                                                     Open Title    Statements   Title not              Other
                                                     (transferee   of Origin,   properly   Lien not  ownership
Item #  Year    Make      Model     VIN/Serial #     left blank)   Not Titles   Executed   released    papers
------  ----  --------  --------  -----------------  -----------  ------------  ---------  --------  ---------
<S>     <C>   <C>       <C>       <C>                <C>          <C>           <C>        <C>       <C>
   52   1996  Suzuki              JS1GR7DA5T2100016       X
   53   1986  Harley              1HD1ECL14GY110247       X
   54   1993  Honda     VFR750FL  JH2RC361XPM300056       X
   55   1986  Honda     CB450SCL  JH2PC0558GM402143       X
   56   1990  Honda     NS50F     JH2AC0806LK002030       X
   57   1990  Honda     VTR250    JH2MC1501LM200946       X
   58   1988  Honda     NX125     JH2JD0900JK001965       X
   59   1986  Honda     CMX450C   JH2PC1707GM011072       X
   60   1986  Honda     VF700C    JH2RC2109GM207344       X
   61   1985  Honda     VF700SL   JH2RC2216FM100516       X
   62   1985  Honda     VF700SL   JH2RC2219FM100770       X
   63   1996  Honda     CH80      3H1HF0304TD101228       X
   64   1985  Honda     VF700SL   JH2RC2215FM100247       X
   65   1986  Honda     CB450SC   JH2PC054XGM401308       X
   66   1982  Honda     CB450T    JH2PC050XCM002566       X
   67   1984  Honda     VF700CL   JH2RC2111EM001389       X
   68   1990  Honda     VTR250L   JH2MC151XLM200081       X
   69   1990  Honda     NX125L    9C2JD0910LR200052       X
   70   1998  Honda     CBR600F3  JH2PC2501WM700001       X
   71   1997  Honda     CB750L    JH2RC3819VM500050       X
   72   1996  Honda     CB250L    JH2MC241XTK500125       X
   73   1998  Honda     TRX450S   478TE220XWA000493       X
   74   1998  Honda     TRX450ES  478TE2242WA000216       X
   75   1996  Honda     CB250L    JH2MC2418TK500074       X
   76   1996  Honda     CB250L    JH2MC2419TK500066       X
   77   1997  Honda     VF750CL   JH2RC4316VM300174       X
   78   1997  Honda     VF750CL   JH2RC4310VM300171       X
   79   1997  Honda     VF750CL   JH2RC4316VM300109       X
   80   1997  Honda     XR400R    JH2NE0307VM100123       X
   81   1998  Honda     CR25ORL   JH2ME033XWM005529                    X
   82   1997  Honda     TRX300    478TE1404VA845018                    X
   83   1999  Honda     CR80R     JH2HEO4C8XK600005                    X
   84   2001  Honda     CR25OR    JH2ME03361M300006                    X
   85   2000  Honda     VT1100T   1HFSC370XYA200001                    X
   86   2000  Honda     SA50      3H1AF1603YD102137                    X
   87   2001  Honda     CMX250C   JH2MC13091K703457                    X
   88   1999  Honda     CR80R     JH2HE04C6XK6000004                   X
   89   2001  Honda     CR125R    JH2JE01391M300006                    X
   90   2000  Honda     VT1100C   JHFSC1809YA400001                    X
   91   2001  Honda     CR250R    JH2ME033X1M302843                    X
   92   2001  Honda     CMX250C   JH2MC130X1K703841                    X
   93   2001  Honda     CMX250C   JH2MC13001K703430                    X
   94   2001  Honda     CMX250C   JH2MC13031K703423                    X
   95   2001  Honda     CR250R    JH2ME03311M307056                    X
   96   2001  Honda     CMX250C   JH2MC13031K700215                    X
   97   2001  Honda     CBR600F41 JH2PC35031M200002                    X
   98   2000  Honda     XR650R    JH2RE0100YK100002                    X
   99   1999  Honda     CBR600F4  JH2PC350XXM002042                    X
  100   2000  Honda     CH80      3H1HF0303YD500073                    X
  101   2000  Honda     CH80      3H1HF0302YD500033                    X
  102   1996  Suzuki    GSX-R750T JS1GR7DAXT2100013                    X
  103   1990  Kawasaki  KE100-B9  JKAKETB14LA021685                    X
  104   1990  Kawasaki  KE100-B9  JKAKETB15LA021727                    X
  105   1990  Kawasaki  EN450-A6L JKAENGA17LA040608                    X
  106   2001  Suzuki    GS500K1   JS1GM51A112100146                    X
  107   2001  Suzuki    GS500K1   JS1GM51A412100741                    X
  108   2001  Suzuki    GS500K1   JS1GM51A912100461                    X
  109   2001  Suzuki    GS500K1   JS1GM51A112100762                    X
  110   2001  Suzuki    GS500K1   JS1GM51A812100418                    X
  111   2001  Suzuki    GS500K1   JS1GM51A712100460                    X
  112   1984  Honda     CB700SC   JH2RC2009EM004534                    X
  113   1984  Honda     GL1200A   1HFSC1424EA022625                    X
</TABLE>

                              Schedule 3.2(A)(10)-4
<PAGE>

<TABLE>
<CAPTION>
                                                                  Certificates
                                                                      or
                                                     Open Title    Statements   Title not              Other
                                                     (transferee   of Origin,   properly   Lien not  ownership
Item #  Year    Make      Model     VIN/Serial #     left blank)   Not Titles   Executed   released    papers
------  ----  --------  --------  -----------------  -----------  ------------  ---------  --------  ---------
<S>     <C>   <C>       <C>       <C>                <C>          <C>           <C>        <C>       <C>
  114   1983  Honda     CT110     JH2JD010XDS302436                    X
  115   1983  Honda     CT110     JH2JD0104DS300469                    X
  116   1996  Buell     S1 DOM    4MZSS11J9T3000044                    X
</TABLE>

                              Schedule 3.2(A)(10)-5
<PAGE>

                                     ANNEX C

                                      LIENS
<TABLE>
<CAPTION>
                         SECURED PARTY /      JURISDICTION &
  DEBTOR / LESSEE            LESSOR              FILE NO.       DATE    COMMENTS
--------------------------------------------------------------------------------
<S>                  <C>                     <C>              <C>       <C>
I.       LIEN SEARCH FOR UNIVERSAL TECHNICAL INSTITUTE, INC.
--------------------------------------------------------------------------------
Universal Technical  Inter-Tel Leasing, Inc.     Arizona -      2/1/99
Institute, Inc.                                   01051465
--------------------------------------------------------------------------------
Universal Technical  Inter-Tel Leasing, Inc.     Arizona -     5/10/99
Institute, Inc.                                    0167322
--------------------------------------------------------------------------------
Universal Technical  Inter-Tel Leasing, Inc.     Arizona -    11/18/99
Institute, Inc.                                   01093402
--------------------------------------------------------------------------------
Universal Technical  Textron Financial           Florida       5/15/99
Institute, Inc.      Corporation
--------------------------------------------------------------------------------
Universal Technical  Textron Financial           Florida       6/21/99
Institute, Inc.      Corporation
--------------------------------------------------------------------------------
</TABLE>

                              Schedule 3.2(A)(10)-6
<PAGE>

                                     ANNEX D

                      AGENT'S COUNSEL'S LIEN SEARCH RESULTS

DEBTOR: U.T.I. OF ILLINOIS, INC.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                     FILE
    JURISDICTION           UCC        SECURED PARTY    FILE DATE    NUMBER      COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>                <C>        <C>       <C>                <C>               <C>
ILLINOIS SECRETARY OF 1 UCC through 1) UCC-1: Bank One 12/31/1997 003780484 Blanket Collateral   Clear through        N/A
       STATE           02/20/2002        Arizona N.A.                           Statement          02/20/2002
------------------------------------------------------------------------------------------------------------------------------
   DU PAGE COUNTY     CLEAR through        --              --        --            --            Clear through   Clear through
                       02/26/2002                                                                   02/26/2002     02/26/2002
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              Schedule 3.2(A)(10)-7
<PAGE>

DEBTOR: UNIVERSAL TECHNICAL INSTITUTE INC.

<TABLE>
<CAPTION>
                                                                            FILE
    JURISDICTION           UCC        SECURED PARTY            FILE DATE   NUMBER     COLLATERAL    FEDERAL TAX LIENS  JUDGEMENTS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>                      <C>         <C>       <C>             <C>               <C>
ARIZONA SECRETARY OF  3 UCCs through 1) UCC-1: Inter-Tel      02/01/1998  1051465-0 Equipment Lease   Clear through          N/A
         STATE          02/27/2002      Leasing, Inc.                                                   02/27/2002
-----------------------------------------------------------------------------------------------------------------------------------
                                     2) UCC-1: Inter-Tel      05/10/1999  1067322-0 Equipment Lease
                                        Leasing, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
                                     3) UCC-1: Inter-Tel      11/18/1999  1093402-0
                                        Leasing, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
   MARICOPA COUNTY    Clear through           --                  --          --           --         Clear through   Clear through
                        01/14/2002                                                                      01/14/2002     01/14/2002
-----------------------------------------------------------------------------------------------------------------------------------
DELAWARE SECRETARY OF Clear through           --                  --          --           --         Clear through        N/A
        STATE           02/28/2002                                                                      02/28/2002
-----------------------------------------------------------------------------------------------------------------------------------
FLORIDA SECRETARY OF  2 UCCs through 1) UCC-1: Textron        06/15/1999 9900001352    Equipment      Clear through   Clear through
        STATE           09/27/2001      Financial Corporation                07                         09/27/2001     09/27/2001
-----------------------------------------------------------------------------------------------------------------------------------
                                     2) UCC-1: Textron        06/21/1999 9900001406    Equipment
                                        Financial Corporation                59
-----------------------------------------------------------------------------------------------------------------------------------
MINNESOTA SECRETARY   Clear through           --                  --          --           --         Clear through        N/A
      OF STATE          02/26/2002                                                                      02/26/2002
-----------------------------------------------------------------------------------------------------------------------------------
   NORTH CAROLINA     Clear through           --                  --          --           --         Clear through        N/A
 SECRETARY OF STATE     02/27/2002                                                                      02/27/2002
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              Schedule 3.2(A)(10)-8
<PAGE>

DEBTOR: UNIVERSAL TECHNICAL INSTITUTE OF ARIZONA, INC.

<TABLE>
<CAPTION>
                                                                           FILE
    JURISDICTION           UCC        SECURED PARTY            FILE DATE  NUMBER    COLLATERAL      FEDERAL TAX LIENS  JUDGEMENTS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>                      <C>        <C>     <C>                <C>               <C>
ARIZONA SECRETARY OF  6 UCCs through 1) UCC-1: Bank One,      11/21/1997  994294 Blanket Collateral Clear through          N/A
      STATE             02/27/2002      Arizona                                       Statement       02/27/2002
-----------------------------------------------------------------------------------------------------------------------------------
                                     2) UCC-1: IBM            12/11/1997  996624  Equipment Lease
                                        Credit Corporation
-----------------------------------------------------------------------------------------------------------------------------------
                                     3) UCC-1: Banc One       08/06/1998 1028245  Equipment Lease
                                        Leasing Corporation
-----------------------------------------------------------------------------------------------------------------------------------
                                     4) UCC-1: Banc One       08/06/1998 1028246  Equipment Lease
                                        Leasing Corporation
-----------------------------------------------------------------------------------------------------------------------------------
                                     5) UCC-3:                                   Terminated 1028246
                                        Termination
-----------------------------------------------------------------------------------------------------------------------------------
                                     6) UCC-1: BankVest       08/24/1998 1030386  Equipment Lease
                                        Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
  MARICOPA COUNTY     Clear through            --                --        --           --            Clear through   Clear through
                        01/14/2002                                                                      01/14/2002      01/14/2002
-----------------------------------------------------------------------------------------------------------------------------------
DELAWARE SECRETARY OF Clear through            --                --        --           --            Clear through        N/A
      STATE             02/28/2002                                                                      02/28/2002
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              Schedule 3.2(A)(10)-9
<PAGE>

DEBTOR: UNIVERSAL TECHNICAL INSTITUTE OF CALIFORNIA, INC.

<TABLE>
<CAPTION>
                                                                    FILE
    JURISDICTION          UCC         SECURED PARTY    FILE DATE   NUMBER  COLLATERAL FEDERAL TAX LIENS  JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------
<S>                  <C>           <C>                 <C>        <C>      <C>        <C>               <C>
CALIFORNIA SECRETARY 1 UCC through 1) UCC-1: Inter-Tel 10/13/1998 29360237 Equipment    Clear through   Clear through
      OF STATE         02/13/2002     Leasing, Inc.                                       02/13/2002      02/13/2002
---------------------------------------------------------------------------------------------------------------------
   SAN BERNARDINO    Clear through           --            --        --       --        Clear through   Clear through
       COUNTY          02/11/2002                                                         02/11/2002      02/11/2002
---------------------------------------------------------------------------------------------------------------------
   NORTH CAROLINA    Clear through           --            --        --       --        Clear through         N/A
 SECRETARY OF STATE    02/27/2002                                                         02/27/2002
---------------------------------------------------------------------------------------------------------------------
   IREDELL COUNTY    CLEAR through           --            --        --       --        Clear through   Clear through
                       03/01/2002                                                         03/01/2002      03/01/2002
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-10
<PAGE>

DEBTOR: UNIVERSAL TECHNICAL INSTITUTE OF TEXAS, INC.

<TABLE>
<CAPTION>
                                                                     FILE
    JURISDICTION           UCC        SECURED PARTY    FILE DATE    NUMBER      COLLATERAL       FEDERAL TAX LIENS  JUDGEMENTS
--------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>                 <C>        <C>         <C>                <C>               <C>
FLORIDA SECRETARY OF Clear through           --           --         --             --             Clear through   Clear through
       STATE           09/27/2002                                                                    09/27/2002      09/27/2002
--------------------------------------------------------------------------------------------------------------------------------
 TEXAS SECRETARY OF  1 UCC through 1) UCC-1: Bank One, 12/24/1997 9700241382  Blanket Collateral   Clear through        N/A
       STATE           02/18/2002     Arizona                                      Statement         02/18/2002
--------------------------------------------------------------------------------------------------------------------------------
   HARRIS COUNTY     1 UCC through 1) UCC-1: Bank One, 12/24/1997 ###-##-#### Blanket Collateral   Clear through   Clear through
                       02/27/2002     Arizona                                      Statement         02/27/2002      02/27/2002
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-11
<PAGE>

DEBTOR: UTI HOLDINGS, INC.

<TABLE>
<CAPTION>
                                                                          FILE
    JURISDICTION           UCC            SECURED PARTY       FILE DATE  NUMBER       COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>                     <C>        <C>       <C>                <C>               <C>
ARIZONA SECRETARY OF  9 UCCs through 1)  UCC-1: Heller       01/27/1998 1002234-0 Blanket Collateral   Clear through        N/A
       STATE            02/27/2002       Financial Inc.                               Statement         02/27/2002
------------------------------------------------------------------------------------------------------------------------------------
                                     2)  UCC-1: Leasetec     02/17/1999 1054454-0  Equipment Lease
                                         Corporation
------------------------------------------------------------------------------------------------------------------------------------
                                     3)  UCC-1: Trinity      05/03/1999 1066607-0  Equipment Lease
                                         Capital Corporation
------------------------------------------------------------------------------------------------------------------------------------
                                     4)  UCC-1: Trinity      05/03/1999 1066608-0  Equipment Lease
                                         Capital Corporation
------------------------------------------------------------------------------------------------------------------------------------
                                     5)  UCC-1: LeaseVest    07/06/1999 1074934-0  Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
                                     6)  UCC-1: LeaseVest    07/06/1999 1074935-0  Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
                                     7)  UCC-1: LeaseVest    07/06/1999 1074936-0  Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
                                     8)  UCC-1: LeaseVest    07/06/1999 1074939-0  Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
                                     9)  UCC-1: LeaseVest    07/06/1999 1074940-0  Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
  MARICOPA COUNTY     1 UCC through  1)  UCC-1: Heller       01/27/1998 980059880 Blanket Collateral   Clear through   Clear through
                        01/10/2002       Financial Inc.                               Statement         01/10/2002       01/10/2002
------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS SECRETARY OF 2 UCCs through 1)  UCC-1: Heller       01/27/1998 003793378 Blanket Collateral   Clear through        N/A
       STATE            02/20/2002       Financial Inc.                               Statement         02/20/2002
------------------------------------------------------------------------------------------------------------------------------------
                                     2)  UCC-1: LeaseVest    02/02/1999 003982763  Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-12
<PAGE>

DEBTOR: UTI HOLDINGS, INC.

<TABLE>
<CAPTION>
                                                                          FILE
    JURISDICTION           UCC            SECURED PARTY       FILE DATE  NUMBER       COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>                     <C>        <C>       <C>                <C>               <C>
NEW YORK DEPARTMENT  1 UCC through   1)  UCC-1: Heller       01/27/1998    018032 Blanket Collateral   Clear through       N/A
     OF STATE          02/26/2002        Financial, Inc.                               Statement         02/26/2002
-----------------------------------------------------------------------------------------------------------------------------------
 NEW YORK COUNTY     1 UCC through   1)  UCC-1: Heller       01/27/1998 98PN04319 Blanket Collateral   Clear through   Clear through
                       02/19/2002        Financial, Inc.                               Statement         02/11/2002      02/11/2002
-----------------------------------------------------------------------------------------------------------------------------------
TEXAS SECRETARY OF   12 UCCs through 1)  UCC-1: Heller       01/27/1998  98016463 Blanket Collateral   Clear through       N/A
      STATE            02/06/2002        Financial Inc.                                Statement         02/06/2002
-----------------------------------------------------------------------------------------------------------------------------------
                                     2)  UCC-1: BankVest     02/01/1999  99021142  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
                                     3)  UCC-1: Trinity      05/03/1999  99088246  Equipment Lease
                                         Capital Corporation
-----------------------------------------------------------------------------------------------------------------------------------
                                     4)  UCC-1: Trinity      05/03/1999  99088247  Equipment Lease
                                         Capital Corporation
-----------------------------------------------------------------------------------------------------------------------------------
                                     5)  UCC-1: BankVest     07/05/1999  99136908  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
                                     6)  UCC-1: BankVest     07/05/1999  99136909  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
                                     7)  UCC-1: BankVest     07/05/1999  99136910  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
                                     8)  UCC-1: BankVest     07/05/1999  99136911  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
                                     9)  UCC-1: BankVest     07/05/1999  99136912  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
                                     10) UCC-1: BankVest     07/09/1999  99139155  Equipment Lease
                                         Capital Corp.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-13
<PAGE>

DEBTOR: UTI HOLDINGS, INC.

<TABLE>
<CAPTION>
                                                                          FILE
    JURISDICTION           UCC            SECURED PARTY       FILE DATE  NUMBER       COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>                     <C>        <C>        <C>               <C>                <C>
TEXAS SECRETARY OF                   11) UCC-1: BankVest     07/09/1999 99139814   Equipment Lease
      STATE                              Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------
                                     12) UCC-1: BankVest     07/09/1999 99139815   Equipment Lease
                                         Capital Corp.
------------------------------------------------------------------------------------------------------------------------------------

WASHINGTON SECRETARY  Clear through           --                --        --             --            Clear through       N/A
    OF STATE           09/25/2001                                                                       09/25/2001
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-14
<PAGE>

DEBTOR: CLINTON EDUCATION GROUP, INC.

<TABLE>
<CAPTION>
                                                                       FILE
    JURISDICTION            UCC         SECURED PARTY    FILE DATE    NUMBER        COLLATERAL      FEDERAL TAX LIENS   JUDGEMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>               <C>         <C>         <C>                 <C>                <C>
ARIZONA SECRETARY OF  1 UCC through   1) UCC-1: Heller  02/27/1998   1002232-0  Blanket Collateral    Clear through        N/A
      STATE             02/27/2002       Financial Inc.                              Statement         02/27/2002
------------------------------------------------------------------------------------------------------------------------------------
  MARICOPA COUNTY     1 UCC through   1) UCC-1: Heller  01/27/1998  98-0059879  Blanket Collateral    Clear through    Clear through
                        01/10/2202       Financial Inc.                              Statement         01/10/2002        01/10/2002
------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA SECRETARY  1 UCC through   1) UCC-1: Heller  01/27/1998    02860560  Blanket Collateral    Clear through    Clear through
       OF STATE         02/13/2002       Financial Inc.                              Statement         02/13/2002        02/13/2002
------------------------------------------------------------------------------------------------------------------------------------
 DELAWARE SECRETARY    Clear through        --              --           --             --            Clear through        N/A
      OF STATE           02/28/2002                                                                      02/28/2002
------------------------------------------------------------------------------------------------------------------------------------
 ILLINOIS SECRETARY   1 UCC through   1) UCC-1: Heller  01/27/1998     3793380  Blanket Collateral    Clear through        N/A
      OF STATE          02/20/2002       Financial Inc.                              Statement          02/20/2002
------------------------------------------------------------------------------------------------------------------------------------
 NEW YORK DEPARTMENT  1 UCC through   1) UCC-1: Heller  01/27/1998      018030  Blanket Collateral    Clear through        N/A
      OF STATE          02/26/2002       Financial Inc.                              Statement          02/26/2002
------------------------------------------------------------------------------------------------------------------------------------
  NEW YORK COUNTY     1 UCC through   1) UCC-1: Heller  01/27/1998   98PN04318  Blanket Collateral    Clear through    Clear through
                        02/19/2002       Financial Inc.                              Statement          02/11/2002       02/11/2002
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-15
<PAGE>

DEBTOR: CLINTON EDUCATION GROUP, INC.

<TABLE>
<CAPTION>
                                                                       FILE
    JURISDICTION            UCC         SECURED PARTY    FILE DATE    NUMBER        COLLATERAL      FEDERAL TAX LIENS   JUDGEMENTS
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>               <C>         <C>         <C>                 <C>                 <C>
 TEXAS SECRETARY OF   1 UCC through   1) UCC-1: Heller  01/27/1998  9800016464  Blanket Collateral    Clear through        N/A
      STATE             02/06/2002       Financial Inc.                              Statement          02/06/2002
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-16
<PAGE>

DEBTOR: CUSTOM TRAINING GROUP, INC.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                      FILE
     JURISDICTION           UCC         SECURED PARTY     FILE DATE  NUMBER       COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>               <C>        <C>       <C>                <C>               <C>
 ARIZONA SECRETARY OF 2 UCCs through   1)UCC-1: Bank One 11/21/1997 0994293-0 Blanket Collateral   Clear through        N/A
        STATE            02/27/2002      Arizona NA                               Statement          02/27/2002
---------------------------------------------------------------------------------------------------------------------------------
                                       2)UCC-1: Heller   01/27/1998 1002233-0 Blanket Collateral
                                         Financial Inc.                           Statement
---------------------------------------------------------------------------------------------------------------------------------
   MARICOPA COUNTY     1 UCC through   1)UCC-1: Heller   01/27/2002 980059881 Blanket Collateral   Clear through   Clear through
                         0110/2202       Financial Inc.                           Statement         01/10/2002      01/10/2002
---------------------------------------------------------------------------------------------------------------------------------
 CALIFORNIA SECRETARY  1 UCC through   1)UCC-1: Heller   01/27/1998 02860254  Blanket Collateral   Clear through   Clear through
       OF STATE         02/13/2002       Financial Inc.                           Statement          02/13/2002      02/13/2002
---------------------------------------------------------------------------------------------------------------------------------
  BERNARDINO COUNTY    Clear through          --              --        --            --           Clear through   Clear through
                        02/11/2002                                                                   02/11/2002      02/11/2002
---------------------------------------------------------------------------------------------------------------------------------
 FLORIDA SECRETARY OF  Clear through          --              --        --            --           Clear through   Clear through
        STATE           03/06/2002                                                                   03/06/2002      03/06/2002
---------------------------------------------------------------------------------------------------------------------------------
    BREVARD COUNTY     Clear through          --              --        --            --           Clear through   Clear through
                        02/27/2002                                                                   02/27/2002      02/27/2002
---------------------------------------------------------------------------------------------------------------------------------
    ORANGE COUNTY      Clear through          --              --        --            --           Clear through   Clear through
                        02/19/2002                                                                   02/19/2002      02/19/2002
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-17

<PAGE>

DEBTOR: CUSTOM TRAINING GROUP, INC.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                      FILE
     JURISDICTION           UCC         SECURED PARTY     FILE DATE  NUMBER       COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>                 <C>        <C>       <C>                <C>               <C>
ILLINOIS SECRETARY OF  1 UCC through   1)UCC-1: Heller   01/27/1998 003793379 Blanket Collateral   Clear through        N/A
        STATE           02/20/2002       Financial Inc.                          Statement          02/20/2002
---------------------------------------------------------------------------------------------------------------------------------
    DUPAGE COUNTY      Clear through         --               --        --           --            Clear through   Clear through
                         03/01/2002                                                                  03/01/2002      03/01/2002
---------------------------------------------------------------------------------------------------------------------------------
     KANE COUNTY       1 UCC through   1)UCC-1: Heller   01/27/1998  179899   Blanket Collateral   Clear through   Clear through
                        02/13/2002       Financial, Inc.                         Statement          02/13/2002      02/13/2002
---------------------------------------------------------------------------------------------------------------------------------
 NEW JERSEY SECRETARY  Clear through         --               --        --           --                N/A         Clear through
       OF STATE         02/24/2002                                                                                   02/22/2002
---------------------------------------------------------------------------------------------------------------------------------
    BERGEN COUNTY      Clear through         --               --        --           --             Clear through   Clear through
                        01/14/2002                                                                   02/20/2002      02/20/2002
---------------------------------------------------------------------------------------------------------------------------------
 NEW YORK DEPARTMENT   1 UCC through   1)UCC-1: Heller   01/27/1998  018028   Blanket Collateral   Clear through        N/A
       OF STATE         02/26/2002       Financial Inc.                          Statement          02/26/2002
---------------------------------------------------------------------------------------------------------------------------------
   NEW YORK COUNTY     1 UCC through   1)UCC-1: Heller   01/27/1998 98PN04320 Blanket Collateral   Clear through   Clear through
                         02/19/2002      Financial, Inc.                         Statement          02/11/2002      02/11/2002
---------------------------------------------------------------------------------------------------------------------------------
     PENNSYLVANIA      Clear through         --               --        --           --                 N/A             N/A
  SECRETARY OF STATE    02/28/2002
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-18

<PAGE>

DEBTOR: CUSTOM TRAINING GROUP, INC.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                       FILE
     JURISDICTION           UCC         SECURED PARTY     FILE DATE   NUMBER       COLLATERAL     FEDERAL TAX LIENS  JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>                 <C>        <C>        <C>                <C>               <C>
    LEHIGH COUNTY      Clear through        --               --         --             --           Clear through   Clear through
                        03/01/2002                                                                    03/01/2002     03/01/2002
---------------------------------------------------------------------------------------------------------------------------------
  TEXAS SECRETARY OF   1 UCC through  1)UCC-1: Heller    01/27/1998 9800016465 Blanket Collateral   Clear through        N/A
        STATE           02/26/2002      Financial Inc.                             Statement          02/06/2002
---------------------------------------------------------------------------------------------------------------------------------
    HARRIS COUNTY      Clear through        --               --         --             --           Clear through   Clear through
                        02/27/2002                                                                    02/27/2002      02/27/2002
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-19
<PAGE>

DEBTOR: PERFORMANCE TRAINING ASSOCIATES, INC.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
    JURISDICTION           UCC         SECURED PARTY     FILE DATE FILE NUMBER      COLLATERAL     FEDERAL TAX LIENS   JUDGEMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>                <C>        <C>          <C>                <C>               <C>
COLORADO SECRETARY OF 1 UCCs through 1) UCC-1: Heller   07/10/1998 19982044719  Blanket Collateral   Clear through        N/A
        STATE           02/13/2002      Financial, Inc.                            Statement         02/13/2002
----------------------------------------------------------------------------------------------------------------------------------
   ARAPAHOE COUNTY    1 UCC through  1) UCC-1: Heller   07/07/1998    A8102758  Blanket Collateral   Clear through   Clear through
                        02/13/2002      Financial, Inc.                             Statement         02/25/2002      02/25/2002
----------------------------------------------------------------------------------------------------------------------------------
    DENVER COUNTY     1 UCC through  1) UCC-1: Heller   07/09/1998  9800109443  Blanket Collateral   Clear through   Clear through
                        02/13/2001      Financial, Inc.                             Statement         02/25/2002      02/25/2002
----------------------------------------------------------------------------------------------------------------------------------
FLORIDA SECRETARY OF  1 UCC through  1) UCC-1: Heller   07/13/1998      155362  Blanket Collateral   Clear through   Clear through
       STATE            02/22/2002      Financial Inc.                              Statement         02/22/2002      02/22/2002
----------------------------------------------------------------------------------------------------------------------------------
 HILLSBOROUGH COUNTY  1 UCC through  1) UCC-1: Heller   07/08/1998    98152887  Blanket Collateral   Clear through   Clear through
                        02/20/2002      Financial Inc.                              Statement         02/20/2002      02/20/2002
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-20

<PAGE>

DEBTOR: UNIVERSAL TECHNICAL INSTITUTE OF NORTH CAROLINA, INC. (FORMERLY KNOWN AS
NASCAR TECHNICAL INSTITUTE, INC.)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                      FILE
    JURISDICTION           UCC         SECURED PARTY     FILE DATE   NUMBER        COLLATERAL    FEDERAL TAX LIENS   JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>               <C>       <C>             <C>           <C>                <C>
ARIZONA SECRETARY OF  Clear through         --               --        --              --          Clear through         N/A
        STATE           3/11/2002                                                                   03/11/2002
---------------------------------------------------------------------------------------------------------------------------------
   MARICOPA COUNTY    Clear through         --               --        --              --          Clear through    Clear through
                        03/14/2002                                                                  03/14/2002       03/14/2002
---------------------------------------------------------------------------------------------------------------------------------
DELAWARE SECRETARY OF Clear through         --               --        --              --          Clear through         N/A
        STATE           02/28/2002                                                                  02/28/2002
---------------------------------------------------------------------------------------------------------------------------------
   NORTH CAROLINA     Clear through         --               --        --              --          Clear through         N/A
 SECRETARY OF STATE     03/08/2002                                                                  03/08/2002
---------------------------------------------------------------------------------------------------------------------------------
   IREDELL COUNTY     Clear through         --               --        --              --          Clear through    Clear through
                        03/11/2002                                                                  03/11/2002       03/11/2002
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-21

<PAGE>

DEBTOR: THE CLINTON HARLEY CORPORATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
    JURISDICTION           UCC         SECURED PARTY    FILE DATE  FILE NUMBER    COLLATERAL     FEDERAL TAX LIENS    JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>                 <C>        <C>          <C>              <C>                <C>
ARIZONA SECRETARY OF  Clear through         --              --          --            --         Clear through          N/A
        STATE           02/27/2002                                                                 02/27/2002
---------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA SECRETARY  Clear through         --              --          --            --         Clear through      Clear through
      OF STATE          02/13/2002                                                                 02/13/2002         02/13/2002
---------------------------------------------------------------------------------------------------------------------------------
DELAWARE SECRETARY OF Clear through         --              --          --            --         Clear through          N/A
        STATE           02/28/2002                                                                 02/28/2002
---------------------------------------------------------------------------------------------------------------------------------
FLORIDA SECRETARY OF  1 UCC through 1) UCC-1: Inter-Tel 01/10/2000 200000006556 Equipment Lease  Clear through      Clear through
        STATE           09/27/2001       Leasing Inc.                                              02/27/2002         02/27/2002
---------------------------------------------------------------------------------------------------------------------------------
ILLINOIS SECRETARY OF Clear through         --              --          --            --         Clear through           N/A
        STATE           02/20/2002                                                                 02/20/2002
---------------------------------------------------------------------------------------------------------------------------------
MISSISSIPPI SECRETARY Clear through         --              --          --            --         Clear through          N/A
      OF STATE          11/09/2001                                                                 11/09/2001
---------------------------------------------------------------------------------------------------------------------------------
NEW JERSEY SECRETARY  Clear through         --              --          --            --              N/A           Clear through
      OF STATE          02/04/2202                                                                                    02/27/2002
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-22

<PAGE>
DEBTOR: THE CLINTON HARLEY CORPORATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
    JURISDICTION           UCC         SECURED PARTY    FILE DATE  FILE NUMBER    COLLATERAL     FEDERAL TAX LIENS    JUDGEMENTS
---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>              <C>        <C>            <C>            <C>                  <C>
WASHINGTON SECRETARY  Clear through         --              --          --           --             Clear through         N/A
      OF STATE          09/25/2001                                                                    09/25/2001
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Schedule 3.2(A)(10)-23
<PAGE>

                                  SCHEDULE 3.4

                             CONTINGENT OBLIGATIONS

Letter of Credit in the amount of $6,400,000 issued on behalf of Universal
Technical Institute, Inc. in favor of the United States Department of Education.

                                  Schedule 3.4

<PAGE>

                                  SCHEDULE 3.8

                             AFFILIATE TRANSACTIONS

1.       Lease Agreement dated January 1, 2002 between the John C. & Cynthia L.
         White Family Trust, as lessor, and the Clinton Harley Corporation, as
         lessee, for premises commonly known as 9751 Delegates Drive, Orlando,
         Florida 32821.

         Rent:             Base monthly rent $16,479.00/month plus sales taxes.
                           Increases in base rent calculated upon CPI increases
                           or 4% whichever is greater at the end of each year

         Term:             Expires 12/31/2016

         Other costs:      Pass through of certain costs, including building
                           improvements, casualty, insurance, taxes and
                           utilities.

         Permitted Uses:   Motorcycle classroom and/or lab.

2.       Lease Agreement dated July 2, 2001 between Delegates, LLC, as lessor ,
         and the Clinton Harley Corporation, as lessee, for premises commonly
         known as 9755 Delegates Drive, Orlando, Florida, 32821.

         Rent:             $43,719 base rent/month plus sales taxes. Increases
                           in base rent calculated upon CPI increases or 4%
                           whichever is greater at the end of each year

         Term:             Expires 12/31/2016

         Other costs:      Pass through of certain costs, including
                           building improvements, casualty, insurance, taxes and
                           utilities.

         Permitted Uses:   Motorcycle classroom and/or lab.

3.       Lease Agreement dated April 1, 1994 between City Park, L.L.C., as
         lessor, and the Clinton Harley Corporation, as lessee, for premises
         commonly known as 2844 West Deer Valley Road and 2837 West Louise
         Drive, Phoenix, Arizona 85027.

         Rent:             $30,345.00 base rent/month; plus 4% increases
                           annually plus sales taxes.

         Term:             Expires 2/28/2015

         Other Costs:      Pass through of certain costs, including taxes and
                           insurance.

                                  Schedule 3.8

<PAGE>

4.       Lease Agreement between Universal Technical Institute of Texas, Inc.
         ("UTI Texas") and Universal Investment Properties for the premises
         commonly known as 721 Lockhaven Drive, Houston, Texas, dated August 1,
         1999.

         Rent:             Currently $71,375 per month plus taxes, assessments
                           and property-related expenses. Yearly increases based
                           on CPI with a minimum of 3% but not to exceed 6%.

         Term:             Expires July 31, 2016.

         Universal Investment Properties is a Texas General Partnership formed
         on October 1, 1983. The partners consist of the following former and
         current shareholders of UTI:

<TABLE>
<CAPTION>
                PARTNER                                    PERCENTAGE
                -------                                    ----------
<S>                                                        <C>
Robert Sweet                                                 32.455%
Robert Hartman                                                2.510
James Gribbin                                                 7.520
Estate of William Bailey                                      7.520
Robert Muecke                                                12.530
Robert and Myrna Sweet Family Trust                          32.455
Paul Hering                                                   5.010
                                                           --------
TOTAL                                                       100.000
                                                           ========
</TABLE>

5.       Holdings has entered into a Deferred Compensation Agreement with the
         following Sales Representatives:

                  Anthony Tagal
                  Dennis Seagle
                  John Redman
                  James Leech
                  Theodore Jones
                  Kent Irwin
                  James Hill
                  Ronald Brookman
                  David Jones
                  Joe Cutler
                  Randy Whitman

         The Deferred Compensation Agreement provides that Holdings continue to
         compensate these Sales Representatives during the one year following
         the Representative's retirement or separation. The amount of the
         deferred compensation is to be determined at the time of separation.

6.       Holdings uses the services of Premier Graphics, a printing company, for
         a substantial amount of the Company's printing needs. The vendor,
         Premier Graphics, is owned by the aunt and uncle of Kimberly McWaters,
         who is a Stockholder and officer of Holdings.

                                 Schedule 3.8-2

<PAGE>

7.       Holdings provides a Medical Reimbursement Plan to four of its key
         executives. The Plan reimburses the participant for all out-of-pocket
         medical expenses up to the following maximum amounts per year.

<TABLE>
<S>                        <C>
John White                 $7,500.00
Robert Hartman              7,500.00
Kim McWaters                7,500.00
Sharon Gleeson              3,500.00
Jennifer Haslip             3,500.00
Randy Smith                 3,500.00
Roger Speer                 3,500.00
</TABLE>

8.       Contracts with retired shareholders

         Holdings has an agreement related to Mr. Robert Sweet's (former owner)
         retirement in March 1993.

         Sweet Insurance:

         Mr. Sweet is currently receiving approximately $40,000 per year
         reimbursement for life insurance.

                                  Schedule 3.8-3
<PAGE>

                                  SCHEDULE 3.9

                        MANAGEMENT FEES AND COMPENSATION

         Pursuant to the Management Consulting Agreement, dated as of September
30, 1997, between TJC Management Company ("TJC") and Universal Technical
Institute, Inc. ("COMPANY"), as amended by that certain side letter dated
September 30, 1998, that certain side letter dated September 30, 1999 (the
"SECOND SIDE LETTER") by TJC and the Company and that certain side letter, dated
March 29, 2002 among TJC, Penske ("PENSKE"), Charlesbank Capital Partners, LLC
("CHARLESBANK", and collectively with TJC and Penske, the "CONSULTANTS") and the
Company (as amended, the "MANAGEMENT AGREEMENT"), the Company is required to pay
the Consultants an annual fee, in quarterly installments, equal to the greater
of $250,000 or 2.5% of EBITDA (as defined in the Management Agreement) plus
reimbursement for reasonable out of pocket expenses. In addition, upon the
approval of the Board of Directors for certain transactions, the Company is
required to pay the Consultants an investment banking fee equal to (i) two
percent (2.0%) of the value of any assets or stock of the Company or other
entity acquired or sold by the Company or any of its Subsidiaries or Affiliates;
(ii) one percent (1.0%) of the value of any debt or equity financing consummated
by the Company, or (iii) the greater of the two fees described in (i) and (ii)
for any transaction involving both an acquisition or sale and a financing.

                                  Schedule 3.9

<PAGE>

                                  SCHEDULE 3.10

                              BUSINESS DESCRIPTION

         The business of Holdings and its Subsidiaries (including The Clinton
Harley Corporation) is to provide proprietary postsecondary vocational training
and education. This education and training is focused on programs in six primary
fields: (i) automotive; (ii) diesel; (iii) HVAC/R; (iv) collision repair and
refinishing; (v) motorcycle; and (vi) marine. In addition, Holdings provides
graduate training and custom-designed training programs through its Subsidiary,
Custom Training Group Inc. ("CTG").

                                 Schedule 3.10

<PAGE>

                                  SCHEDULE 5.3

                  VIOLATIONS, CONFLICTS, BREACHES AND DEFAULTS

         None

                                  Schedule 5.3

<PAGE>

                           SCHEDULES 5.4(A) AND 5.4(B)

                JURISDICTIONS OF ORGANIZATION AND CAPITALIZATION

                                 [TO BE UPDATED]

<TABLE>
<CAPTION>
                                STATE/DATE        SHARES                                 SHARES            SHARES IN
CORPORATION                     OF INCORP.      AUTHORIZED       SHARES ISSUED         OUTSTANDING         TREASURY
---------------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>              <C>                  <C>                   <C>
Universal Technical             Delaware       8,500 Comm        3,096 Comm           3,096 Comm             14.6
Institute, Inc.                 9/11/97*/      25,000 Pref      11,178 Pref A        11,178 Pref A
                                                                 4,067 Pref B         4,067 Pref B
                                                                 4,200 Pref C         4,200 Pref C
                                                                 2,358 Pref D         2,358 Pref D
---------------------------------------------------------------------------------------------------------------------
UTI Holdings, Inc.           Arizona 8/5/91           100               50                   50                  0
---------------------------------------------------------------------------------------------------------------------
Universal Technical             Delaware              100              100                  100                  0
Institute of Arizona,           9/11/97
Inc.
---------------------------------------------------------------------------------------------------------------------
Universal Technical            California           1,000              100                  100                  0
Institute of                    10/03/97
California, Inc.
---------------------------------------------------------------------------------------------------------------------
Universal Technical              Texas          1,000,000            1,000                1,000                  0
Institute of Texas,             7/12/83
Inc.
---------------------------------------------------------------------------------------------------------------------
U.T.I. of Illinois, Inc.     Illinois 1/9/87        1,000            1,000                1,000                  0
---------------------------------------------------------------------------------------------------------------------
Custom Training                California           1,000            1,000                1,000                  0
Group, Inc.                      5/8/81
---------------------------------------------------------------------------------------------------------------------
The Clinton Harley              Delaware              100              100                  100                  0
Corporation                      9/11/97
---------------------------------------------------------------------------------------------------------------------
Clinton Education               Delaware              100              100                  100                  0
Group, Inc.                      9/11/97
---------------------------------------------------------------------------------------------------------------------
Universal Technical             Delaware             1000             1000                 1000                  0
Institute of North              07/17/01
Carolina, Inc.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

----------------

*/              Lincoln Technical Institute of Arizona, Inc., d/b/a Universal
         Technical Institute, an Arizona corporation incorporated on May 3,
         1965, was reincorporated in Delaware merging into Universal Technical
         Institute, Inc. on September 29, 1997.

                          Schedules 5.4(A) and 5.4(B)

<PAGE>

                                 SCHEDULE 5.4(D)

                             FOREIGN QUALIFICATIONS

         Universal Technical Institute Inc. ("HOLDINGS") and its Subsidiaries
are qualified to do business in the following states: Arizona, California,
Florida, Illinois, Minnesota, Mississippi, New Jersey, New York, North Carolina,
Texas, Washington. These qualifications are based upon the residence of its
Sales Representatives and registrations within the states.

         Holdings apportions its taxable income based upon payroll, property and
gross receipts from each state as compared to the total amount of payroll,
property and gross receipts for all states. In states where a Representative
lives, the apportionment is based on the payroll in that state. Certain states
where Holdings is not qualified may take the position that Holdings must be
licensed in that state if its Representatives solicit students there.

         Holdings has only paid taxes for one entity in some states, and not for
the parent and all subsidiaries. This is an acceptable position in some
jurisdictions, but may not be in others. Therefore, some minimum annual
franchise taxes may be due in some jurisdictions. However, Holdings has
apportioned its revenues in all jurisdictions (except Illinois, which does not
allow apportionment).

         Therefore, Holdings may not have all state, local and foreign licenses,
permits or other approvals required for the operation of its business as now
being conducted. Nevertheless, Holdings' exposure in these states is limited
since such states could only require payment for up to three years of taxes, and
Holdings' revenues in states where it is not qualified are low enough that only
the minimum franchise tax would be required. The difference in cost between
obtaining and maintaining qualification in these states and paying any potential
penalties is minimal.

                                Schedules 5.4(D)

<PAGE>

                                  SCHEDULE 5.6

                              INTELLECTUAL PROPERTY

          INTELLECTUAL PROPERTY RIGHTS OF UNIVERSAL TECHNICAL INSTITUTE

         Universal Technical Institute only has proprietary rights in teaching
manuals that it prepares. Holdings has not taken any steps to attempt to protect
these rights. Holdings does not feel that it has any other proprietary rights,
invention disclosures, drawings, designs, customer lists, proprietary know how
or information or other rights that are material to the business.

         The name "Universal Technical Institute, Inc." has not been protected
nationwide with any trademark and tradename filings.

         In 2000, Holdings trademarked its logo, as set forth in Annex A. In
2001, Holdings trademarked PACT (Partnership for Accelerated Career Training) as
set forth in Annex A.

Holdings currently does not have any patents.

       INTELLECTUAL PROPERTY RIGHTS OF THE CLINTON HARLEY CORPORATION AND
                          CLINTON EDUCATION GROUP, INC.

The Clinton Harley Corporation has proprietary rights in the following:

1.       Registered service marks listed in Annex A.

2.       Registered copyrights listed in Annex A.

3.       Proprietary Rights in connection with the following names that are used
         in connection with CHC's Business:

         a.       Clinton Technical Institute

         b.       Motorcycle Mechanics Institute

         c.       Marine Mechanics Institute

4.       Commercially available software used by CHC.

5.       Database application used to track information on students that take
         classes at the Clinton Technical Institute. This custom software was
         written by an employee of CHC.

Clinton Education Group, Inc. has proprietary rights in the commercially
available software it uses.

Neither CHC nor CEG currently have any patents.

                                  Schedule 5.6

<PAGE>

                                     ANNEX A

                                UTI TRADEMARKS(2)

<TABLE>
<CAPTION>
                                                                                                         REG./FILING
     TRADEMARK                      OWNER                     STATUS/COUNTRY       REG. NUMBER              DATE
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                   <C>                   <C>                  <C>
UTI symbol             Universal Technical Institute,        Registered/            2,333,820           Mar. 21, 2000
(attached as           Inc.                                  United States
Exhibit A-1)

FACT                   Educational services, namely,         Registered/United      2,429,878           Feb. 20, 2001
                       conducting training classes to        States
                       become an automotive technician and
                       distributing co.

                       Universal Technical Institute,
PACT                   Inc.                                  Registered/United      2,506,017           Nov. 13, 2001
(attached as                                                 States
Exhibit A-2)           Universal Technical Institute,
                       Inc.
PACT and                                                     Registered/United      2,511,945           Nov. 27, 2001
Design                                                       States
(attached as
Exhibit A-3)
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 CHC TRADEMARKS

<TABLE>
<CAPTION>
                                                                                                         REG./FILING
TRADEMARK                         OWNER                     STATUS/COUNTRY         REG. NUMBER              DATE
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                  <C>                    <C>                  <C>
 HONTECH               The Clinton Harley Corporation,       Registered/            1,402,546           July 22, 1986
                       d/b/a Motorcycle Mechanics            United States
                       Institute
---------------------------------------------------------------------------------------------------------------------
 YAMAPRO               The Clinton Harley Corporation,       Registered/            1,586,144           March 6, 1990
                       d/b/a Motorcycle Mechanics            United States
                       Institute
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 CHC COPYRIGHTS

<TABLE>
<CAPTION>
        TITLE                           AUTHOR                   OWNER          REG. NUMBER             REG. DATE
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                         <C>               <C>                   <C>
The Complete Guide to             Motorcycle Mechanics        Motorcycle         TX37379659           January 24, 1994
Motorcycle Mechanics              Institute                   Mechanics
                                                              Institute
----------------------------------------------------------------------------------------------------------------------
</TABLE>

----------------

(2)             Universal Technical Institute, Inc. will assign the trademarks
         to UTI Holdings, Inc. at Closing and such assignment shall be filed
         with the U.S. Patent and Trademark office by Lender's counsel. At
         Closing, UTI Holdings, Inc. will enter into an intercompany license
         agreement and license the trademarks to its direct and indirect
         subsidiaries and to Universal Technical Institute, Inc.

                                 Schedule 5.6-2

<PAGE>

<TABLE>
<CAPTION>
        TITLE                           AUTHOR                  OWNER            REG. NUMBER             REG. DATE
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                         <C>               <C>                   <C>
The Complete Guide to             Motorcycle Mechanics        Motorcycle          TX1883586            August 4, 1986
Motorcycle Mechanics              Institute                   Mechanics
                                                              Institute
----------------------------------------------------------------------------------------------------------------------
How to Tune and Service           Motorcycle Mechanics        Motorcycle          TX1730627            January 8, 1986
a Four-Stroke Japanese            Institute                   Mechanics
Motorcycle                        Institute
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 CEG COPYRIGHTS

<TABLE>
<CAPTION>
     TITLE                             AUTHOR                  OWNER            REG. NUMBER              REG. DATE
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                         <C>               <C>                   <C>
Harley-Davidson                   Clinton Education           Clinton            TX5062068            January 18, 2000
Fundamentals I                    Group                       Education
                                                              Group
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 Schedule 5.6-3

<PAGE>

                                  SCHEDULE 5.7

                            INVESTIGATIONS AND AUDITS

Holdings completed an audit by the Internal Revenue Service (IRS) for the tax
year ended September 30, 1999. Deductions for meals & insurance were disallowed
which will generate an increase in tax of approximately $35,000. Additional
state income taxes for this period are estimated at less than $5,000.

No other audits are pending. No notifications have been received.

                                  Schedule 5.7

<PAGE>

                                  SCHEDULE 5.8

                                EMPLOYEE MATTERS

Universal Technical Institute of Arizona, Inc., a wholly-owned Subsidiary of
Borrower, is a party to separate employment agreements, dated as of September
30, 1997, with each of John C. White and Robert D. Hartman. Copies of these
agreements have been previously provided to the Lenders.

Universal Technical Institute, Inc. ("Holdings") is party to the severance
agreements listed below:

1. Severance Agreement between Holdings and Kim McWaters, dated as of June 22,
2000.

2. Severance Agreement between Holdings and Sharon Gleeson, dated as of June 30,
2000.

3. Severance Agreement between Holdings and Jennifer Haslip, dated as of August
1, 2001.

Historical information with respect to Employee Matters for Holdings, its
Subsidiaries and the Institutions follows.

                          UNIVERSAL TECHNICAL INSTITUTE

At the present time, the person handling the travel arrangements for all
employees of Universal Technical Institute, Inc. and its subsidiaries is treated
as an independent contractor. It is possible that the Internal Revenue Service
may attempt to treat that person as an employee with the result that the Company
may owe taxes, penalties and interest.

                         THE CLINTON HARLEY CORPORATION

There are no pending material claims pending against the Company.

                                  Schedule 5.8

<PAGE>

                                  SCHEDULE 5.11

                                NONCONTRAVENTION

None.

                                 Schedule 5.11

<PAGE>

                                  SCHEDULE 5.16

             SUBORDINATED INDEBTEDNESS AND SELLER SUBORDINATED NOTES

6.55% Subordinated Note, due September 30, 2023, in the principal amount of
$4,000,000 from Universal Technical Institute, Inc. to Clinton Education Group,
Inc., an Arizona corporation.

8% Convertible Note, due June 30, 2006, in the principal amount of $5,250,000,
from Universal Technical Institute, Inc. to Nelson R. Sharp.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$10,750,000 from Universal Technical Institute, Inc. to J/Z CBO (Delaware), LLC.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$4,650,000 from Universal Technical Institute, Inc. to JZEP.

13.5% Senior Subordinated Note, due October 31, 2006, in the principal amount of
$4,000,000 from Universal Technical Institute, Inc. to JZEP.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$2,000,000 from Universal Technical Institute, Inc. to Old Clinton Harley
Corporation.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$1,387,260.20 from Universal Technical Institute, Inc. to Robert D. Hartman.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$271,063.10 from Universal Technical Institute, Inc. to Jeffrey Muecke.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$157,471.20 from Universal Technical Institute, Inc. to James Gleeson.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$28,502.70 from Universal Technical Institute, Inc. to Joseph Cutler.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$25,307.90 from Universal Technical Institute, Inc. to Randall Smith.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$18,413.20 from Universal Technical Institute, Inc. to Sherrell Smith.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$15,352.20 from Universal Technical Institute, Inc. to Philip Christner.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$15,352.20 from Universal Technical Institute, Inc. to Randal Whitman.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$15,096.10 from Universal Technical Institute, Inc. to Thomas Nelmark.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$10,853.80 from Universal Technical Institute, Inc. to Roger Speer.

                                 Schedule 5.16

<PAGE>

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$5,006.90 from Universal Technical Institute, Inc. to Sharon Morrison.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$25,160.25 from Universal Technical Institute, Inc. to Kimberly McWaters.

13.5% Senior Subordinated Note, due January 31, 2008, in the principal amount of
$25,160.25 from Universal Technical Institute, Inc. to Paul C. Riordan.

                                Schedule 5.16-2

<PAGE>

                                  SCHEDULE 7.1

                      CONDITIONS TO INITIAL LOANS HEREUNDER

(A)      DELIVERIES. Any documents listed below shall be duly executed, in form
and substance satisfactory to Agent, in quantities designated by Agent (except
for the Amended and Restated Notes, of which only the originals shall be signed)
and shall be delivered to Agent on or before the Second Amendment and
Restatement Date. Capitalized terms used herein shall have the meanings set
forth in the Second Amended and Restated Credit Agreement.

         (1)      CREDIT AGREEMENT. Second Amended and Restated Credit Agreement
                  and all Schedules and Exhibits thereto.

         (2)      LENDER ADDITION AGREEMENTS AND ASSIGNMENTS. (i) Lender
                  Addition Agreements (in the form of Exhibit 10.1(B) to the
                  Original Credit Agreement and otherwise in substance
                  satisfactory to Agent) evidencing such assignments by Exiting
                  Lenders and/or Continuing Lenders of the rights and
                  obligations under the Original Credit Agreement to New Lenders
                  as may be necessary to consummate the transactions
                  contemplated by the Second Amended and Restated Credit
                  Agreement, and (ii) evidence satisfactory to Agent of any
                  assignments by Exiting Lenders and/or Continuing Lenders to
                  Continuing Lenders of the rights and obligations under the
                  Original Credit Agreement to New Lenders as may be necessary
                  to consummate the transactions contemplated by the Second
                  Amended and Restated Credit Agreement.

         (3)      TERM NOTES. Amended and Restated Term Notes for Term Loan A
                  and Second Amended and Restated Term Notes for Term Loan B.

         (3)      REVOLVING NOTES. Revolving Notes for the Revolving Loans.

         (4)      SECURITY AGREEMENT. Security Agreement for Holdings; Amended
                  and Restated Security Agreement for Borrower and all
                  Non-Institution Subsidiaries and confirmation of existing
                  Security Agreement; a Security Agreement for each
                  Non-Institution Subsidiary that has not heretofore provided
                  one; and Copyright, Patent and/or Trademark Security
                  Agreements, where appropriate for each entity executing a
                  Security Agreement.

         (5)      SECURITY INTERESTS, UCC FILINGS AND STOCK CERTIFICATES.

                  (a)      Evidence that Agent has a valid and perfected
                           security interest in the Collateral, subject only to
                           Permitted Encumbrances.

                  (b)      Executed documents (including financing statements
                           under the UCC and other applicable documents under
                           the laws of any jurisdiction with respect to the
                           perfection of Liens) as Agent may deem necessary to
                           perfect or confirm its security interests in the
                           Collateral.

                  (c)      Certificates (which certificates shall be properly
                           endorsed in blank for transfer or accompanied by
                           irrevocable undated stock powers duly endorsed in
                           blank) representing all of the capital stock of
                           Borrower and all Non-Institution Subsidiaries
                           pursuant to the pledge agreement.

         (6)      REAL PROPERTY.  Not Applicable.

                                  Schedule 7.1

<PAGE>

         (7)      ENVIRONMENTAL REPORT. An environmental report delivered to
                  Agent.

         (8)      NOTICE OF BORROWING AND LETTER OF DIRECTION. A letter of
                  direction from Borrower to Agent describing the disbursement
                  of the proceeds of Incremental Term Loan A and any advance
                  under the Revolving Loan and any Lender Letter of Credit or
                  Risk Participation Agreement to be made or issued on the
                  Second Amendment and Restatement Date.

         (9)      LETTER OF DIRECTION RE FUTURE LOANS. A letter of direction
                  from Borrower to Agent authorizing and requesting Agent to
                  wire transfer proceeds of all future advances under the
                  Revolving Loan to a bank account designated by Borrower.

         (10)     INSURANCE POLICIES AND ENDORSEMENTS. Copies of insurance
                  certificates for Borrower and all Non-Institution Subsidiaries
                  together with endorsements naming Agent and Lenders, as
                  applicable, as lender's loss payee (with respect to all
                  property insurance), additional insured (with respect to all
                  liability insurance) or assignee (with respect to all business
                  interruption insurance) pursuant to an assignment agreement
                  acceptable to Agent.

         (11)     PAYOFF LETTERS.  For all Subject Subordinated Indebtedness.

         (12)     CONSENT AND WAIVER LETTERS.  As applicable.

         (13)     FINANCIAL STATEMENTS. Financial statements referred to in
                  subsection 5.5 of the Credit Agreement, and audited financial
                  statements (reflecting a financial condition and results
                  acceptable to the Agent) for the period ending September 30,
                  2001 of Holdings and its Subsidiaries.

         (14)     PRO FORMA AND PROJECTIONS.

         (15)     FINANCIAL CONDITION/SOLVENCY CERTIFICATE. A representation of
                  each of Borrower, Holdings and each other Loan Party regarding
                  its financial condition and solvency (after giving effect to
                  the Penske/Charlesbank Related Transactions), supported by the
                  Pro Forma and Projections for the period commencing on March
                  1, 2002 and concluding on March 31, 2009.

         (16)     CHARTER AND GOOD STANDING. Certified copies of the
                  certificates or articles of incorporation of Holdings,
                  Borrower, each Non-Institution Subsidiary and each other Loan
                  Party together with good standing certificates from the
                  respective states of incorporation and the respective states
                  in which the principal places of business of each is located
                  and from all states in which the activities of such Persons
                  require them to be qualified and/or licensed to do business,
                  each to be dated a recent date prior to the Second Amendment
                  and Restatement Date.

         (17)     BYLAWS. Copies of the bylaws of Holdings, Borrower, each
                  Non-Institution Subsidiary and each other Loan Party certified
                  as of the Closing Date by its corporate secretary or an
                  assistant secretary.

         (18)     RESOLUTIONS. Resolutions of the Boards of Directors of
                  Holdings, Borrower, each Non-Institution Subsidiary and each
                  other Loan Party authorizing and approving the execution,
                  delivery and performance of the Loan Documents and all
                  Penske/Charlesbank Related Transactions Documents to which
                  such Person is a party, certified as of the

                                 Schedule 7.1-2

<PAGE>

                  Second Amendment and Restatement Date by its corporate
                  secretary or an assistant secretary as being in full force and
                  effect without modification or amendment.

         (19)     INCUMBENCY CERTIFICATES. Signature and incumbency certificates
                  of the officers of each Loan Party executing the Loan
                  Documents delivered on the Amendment and Restatement Date.

         (20)     PLEDGE AGREEMENT. Amendment or Amendment and Restatement of
                  existing Pledge Agreements by Borrower and Holdings (each, a
                  "PLEDGE AGREEMENT") and delivery of stock certificate (with
                  endorsement) for stock of any Subsidiary of Holdings as to
                  which no delivery has been made heretofore.

         (21)     GUARANTIES. Guaranty by Holdings and confirmation of each
                  existing Guaranty of each Non-Institution Subsidiary.

         (22)     PURCHASE AGREEMENTS. Certified copy of the final Convertible
                  Preferred Stock Purchase Agreement, and any amendments,
                  modifications or waivers thereto; and all certificates, legal
                  opinions and letters delivered in connection with the
                  Convertible Preferred Stock Purchase Agreement and the
                  Penske/Charlesbank Related Transactions, which certificates,
                  legal opinions and letters shall be addressed to Agent and
                  Lenders or accompanied by a written authorization from the
                  person delivering such certificate, opinion or letter stating
                  that Agent and Lenders may rely on such document as though it
                  were addressed to them.

         (23)     RELATED TRANSACTIONS. Evidence that the Penske/Charlesbank
                  Related Transactions have been consummated in accordance with
                  the terms of the Convertible Preferred Stock Purchase
                  Agreement and related documents and all other "RELATED
                  AGREEMENTS" (as defined in the Convertible Preferred Stock
                  Purchase Agreement), all as contemplated thereby, without
                  material amendment or waiver except as approved in writing by
                  Agent and Lenders.

         (24)     GOVERNMENT APPROVALS. Evidence and copies of any required
                  prior approvals of any State or local regulating agencies
                  (including the Necessary Regulatory Authorities) of the
                  transactions contemplated by the Convertible Preferred Stock
                  Purchase Agreement.

         (25)     OPINIONS OF COUNSEL. Written opinions of (i) Mayer, Brown,
                  Rowe & Maw, special New York counsel, (ii) special Arizona
                  counsel, (iii) special California counsel, (iv) special DOE
                  regulatory counsel and (v) such other counsel as Agent may
                  request, in each case, in form and substance satisfactory to
                  Agent and its counsel, dated as of the Second Amendment and
                  Restatement Date.

         (26)     SATISFACTION OF SUBJECT SUBORDINATED INDEBTEDNESS. Evidence of
                  satisfaction and cancellation of all evidence of such
                  Indebtedness.

         (27)     AMENDMENT OF HOLDINGS SUBORDINATED INDEBTEDNESS DOCUMENTS.
                  Evidence that the Holdings Subordinated Indebtedness Documents
                  governing the Remaining Subordinated Indebtedness shall have
                  been amended in a manner satisfactory to Agent and Requisite
                  Lenders.

         (29)     PRE-CLOSING SEARCHES. UCC, tax and judgment search reports
                  listing all effective financing statements, tax liens and
                  judgment liens that name Holdings or any of its

                                 Schedule 7.1-3

<PAGE>

                  Subsidiaries (or any of their respective predecessors) or any
                  other Loan Party as debtor, together with copies of such
                  financing statements, tax liens and judgment liens, the
                  contents of which shall be satisfactory to Agent.

         (29)     PREFERRED STOCK. Certified copies of certificate of
                  designation of Series D Preferred Stock.

         (30)     FEE LETTER. Fee letter among Borrower and Agent in respect of
                  a documentation fee.

         (31)     OTHER DOCUMENTS. Borrower and Holdings shall have delivered
                  such other documents as Agent may reasonably request.

(B)      SUBSCHEDULES

         (1)      LITIGATION. List of any outstanding judgments, actions,
                  charges, claims, demands, suits, proceedings, petitions,
                  governmental investigations or arbitrations now pending or, to
                  the best knowledge of Borrower after due inquiry, threatened
                  against Holdings, any of its Subsidiaries, any other Loan
                  Party, the Companies or any or affecting any property of
                  Holdings, any of its Subsidiaries, any other Loan Party, the
                  Companies, along with status reports, annexed hereto as
                  Subschedule 1.

         (2)      EMPLOYEE BENEFIT PLANS. List of any employee benefit plans
                  which Holdings, any of its Subsidiaries, any other Loan Party,
                  the Companies or any Affiliate maintains or contributes to, or
                  has any current or potential obligations under, and copies of
                  IRS Determination Letters for each such employee benefit plan,
                  annexed hereto as Subschedule 2.

         (3)      CLOSING FEES. List of any broker's, finder's, due diligence,
                  structuring, debt or equity placement fees, commissions or
                  similar compensation payable with respect to the consummation
                  of the Related Transactions, annexed hereto as Subschedule 3.

         (4)      INVESTMENTS. List of any Investments in any Person by Holdings
                  or any of its Subsidiaries, annexed hereto as Subschedule 4.

         (5)      DERIVATIVES. List of any contracts or other relationships
                  entered into by Holdings or any of its Subsidiaries which
                  involve the exchange, transfer or modification of risks
                  associated with fluctuations in interest rates, currency
                  exchange rates or commodity prices or any similar risks
                  through caps, swaps, collars, futures contracts, forward
                  exchange contracts or any other type of derivative
                  arrangement, annexed hereto as Subschedule 5.

         (6)      BANK ACCOUNT. List of bank accounts setting forth for each
                  such bank account, the bank at which the account is
                  maintained, the account number, the purpose of the account and
                  the maximum balance of the account.

         (7)      SUBSIDIARIES. List of Holdings' and Borrowers' percentage
                  ownership of each of their respective Subsidiaries.

                                 Schedule 7.1-4

<PAGE>

The foregoing deliveries and subschedules are true, correct and complete and are
made and delivered this 29th day of March, 2002.

                                                BORROWER:

                                                UTI HOLDINGS, INC.
                                                By: ____________________________
                                                    Name:
                                                    Title:

                                 Schedule 7.1-5

<PAGE>

                               SCHEDULE 7.1(B)(1)

                                   LITIGATION

Occasionally litigation against Holdings and its Subsidiaries is threatened by
various parties as a result of incidents occurring in the ordinary course of
business. There are no material lawsuits pending with the Company.

                               Schedule 7.1(B)(1)

<PAGE>

                               SCHEDULE 7.1(B)(2)

                             EMPLOYEE BENEFIT PLANS

Dental. Dental insurance is provided through MetLife. Two plans are offered
including a basic and a buy-up program. This is a pre-tax benefit.

Short term and long term disability. Jefferson Pilot Financial is the carrier
for company paid short and long term disability. Short term pays 66 and 2/3% of
base up to $500 per week. Long term disability provides 50% of base salary up to
$5,000 per month maximum. Jefferson Pilot also offers voluntary term life
insurance for the employee, spouse and dependents in varying amounts.

Vision. A voluntary discount vision program is offered through EyeMed Vision
Care.

Life and AD&D. These programs are also offered through Jefferson Pilot
Financial. Employees are eligible for one times their base salary up to $40,000
maximum.

Vacation. After completing 90 days of employment, all full-time and part-time
regular employees accrue a bi-weekly vacation benefit equal to 10 days for 90
days to four years of service, 15 days for five years to nine years of service,
and 20 days for 10 plus years of service.

Holidays. All full-time and part-time regular employees are eligible for holiday
pay. The Company observes nine paid holidays per calendar year.

Sick/Personal Time. All full-time and part-time regular employees are eligible
for a maximum of six paid days off per year to be used for hours and/or days
missed due to illness or personal reasons.

Tuition Reimbursement. The Company will provide reimbursement for the cost of
tuition, books, lab and registration fees as follows: Non-Degree Course Work:
Must directly relate to the employee's professional development within the
company. Payment is remitted at 100% if a grade of "C" or better is attained.
Degree Programs: The Company will provide assistance for course work required as
part of an approved degree program. The Company will provide 50% of
reimbursement upon the successful completion of each course graded "C" or
better. One year after graduation, the remaining 50% of the cost will be
reimbursed to the active employee.

401(k). This program is available to full-time employees on the first of the
month after 90 days of employment. The Company match is $.50 on the dollar up to
5% of base pay beginning January 1, 2002. The vesting schedule is 5 years and is
zero for the first year.

Profit Sharing Plan. The Company provides a profit sharing plan with a
discretionary match.

Bonus. Bonus plans are maintained for all employees as follows:

         Manager bonuses are paid each December based on a percentage of base
         pay and business unit achievement of targets.

         Grad Block bonuses are paid monthly to Education Representatives based
         on a percentage of tuition for graduates once they have exceeded what
         they have been paid in up front compensation

                               Schedule 7.1(B)(2)

<PAGE>

         BBOP bonuses are paid quarterly to Graduate Employment Directors and
         Advisors based on the number of students employed after graduation.

         MPC bonuses are paid quarterly to Manufacturer Program Coordinators
         based on the number of starts in the manufacturer programs at each
         campus

         Industry Relations Managers Bonus is paid quarterly based on the number
         of starts and graduates in the assigned industry accounts

         Breakthrough Bonus is paid every year in December to all employees who
         do not participate in another bonus program based on business unit
         achievement of targets.

Executive Medical Reimbursement. A taxable medical reimbursement program is
offered to senior executives. The program allows for reimbursement of unpaid
medical expenses up to a specified dollar amount.

Executive Premiums. The Company pays medical, dental and buy-up disability
insurance premiums for the senior executive team.

Deferred Compensation. This plan is available to senior executives and is a
non-qualified plan. The executives may elect to defer compensation and elect
investment options.

                              Schedule 7.1(B)(2)-2

<PAGE>

                               SCHEDULE 7.1(B)(3)

                                  CLOSING FEES

Closing fees payable in the approximate amounts as set forth below:

<TABLE>
<S>                                                                                 <C>
TJC Management Corp.                                                                $ 1,325,000.00
The Jordan Company, LLC                                                                 562,781.25
Jordan Investment Company of Illinois                                                   112,218.75
Worldwide Training Group, LLC ("WTG")                                                   350,000.00
Charlesbank Capital Partners, LLC ("CCP")                                               150,000.00
Credit Suisse First Boston (Investment Banking)                                       1,609,000.00
Mayer, Brown, Rowe & Maw (Legal)                                                        550,000.00
Dow, Lohnes & Albertson, pllc (Legal)                                                   107,764.07
Sacks Tierney P.A. (Legal)                                                                1,500.00
Covington & Burling                                                                     430,000.00
George Aucott (Management Consultant)                                                   125,000.00
Lunkes & Associates (Management Consultant)                                             150,000.00
Crowe Chizek and Company, LLP                                                           109,227.00
Aon Risk Services, Inc.                                                                  25,000.00
Worldwide Training Group, LLC (Out of Pocket Expenses)                                   90,662.00
Charlesbank Capital Partners, LLC (Out of Pocket Expenses)                               30,808.00
The Jordan Company, LLC (Out of Pocket Expenses)                                         20,000.00
Senior Financing (Amendment Fee)                                                      1,575,000.00
Senior Financing (Documentation Fee)                                                     50,000.00
Bank Legal                                                                              156,500.00
Bank Expenses (Environmental, Insurance, Other)                                          28,261.75
Amendment Fee                                                                           153,300.00
  FEES ALREADY PAID BY THE COMPANY:
     PriceWaterhouseCoopers (Accounting)                                                100,200.00
     Dow, Lohnes & Albertson, pllc                                                       23,760.00
                                                                                    --------------

APPROXIMATE TRANSACTION RELATED FEES AND EXPENSES:                                  $ 7,835,982.82
</TABLE>

                               Schedule 7.1(B)(3)

<PAGE>

                               SCHEDULE 7.1(B)(4)

                                   INVESTMENTS

None.

                               Schedule 7.1(B)(4)

<PAGE>

                               SCHEDULE 7.1(B)(5)

                                   DERIVATIVES

Neither Universal Technical Institute, Inc. nor any of its Subsidiaries are
parties to any contracts or have entered into any relationships which involve
the exchange, transfer or modification of risks associated with fluctuations in
interest rates, currency exchange rates or commodity prices or any similar risks
through caps, swaps, collars, futures contracts, forward exchange contracts or
any other type of derivative arrangement.

                               Schedule 7.1(B)(5)

<PAGE>

                               SCHEDULE 7.1(B)(6)

                                  BANK ACCOUNTS

<TABLE>
<CAPTION>
BANK ONE. ARIZONA
-----------------
<S>                                                           <C>
UTI Holdings Concentration                                    Sweep Account #2964-6016
Universal Technical Institute Inc.                            General Operating Account #0628-9095
Universal Technical Institute Inc.                            Payroll Account #0956-6844
Universal Technical Institute Inc.                            Student Payables Account #0956-6887
Clinton Harley Corporation (AZ Campus)                        Deposit Account #0631-7383
Universal Technical Institute Inc.                            Medical Reimbursement #2233-1177

BANK ONE, TEXAS

Universal Technical Institute of Texas, Inc.                  General Operating Account #1588115004

BANK ONE (CHICAGO)

U.T.I. of Illinois, Inc.                                      Student Payables Account #4425055723406

WELLS FARGO (CALIFORNIA)

Universal Technical Institute of California, Inc.             Student Payables Account #0465-045904

BANK OF AMERICA (FLORIDA)

Clinton Harley Corporation (Florida Campus)                   Deposit Account #002830126729

M&I THUNDERBIRD BANK #09
2839 W. BELL RD
PHOENIX, AZ 85023-3093

Chris Binder Memorial Fund                                    Account #09-12460-8
</TABLE>

                                   **********

         The following are the Bank One fiduciary bank accounts (Title IV
Accounts) at the DOE. When the students make "satisfactory progress", the monies
may be withdrawn into the Company's general bank accounts. Depending upon the
time of the year, these accounts may hold as much as $1,000,000.

<TABLE>
<S>                                                                    <C>              <C>
UTI FFELP Trust #1 (EFT Transfers)                                     #0956-6879       Fed ID#86-0226984
MMI FFELP Trust #2 (EFT Transfers)                                     #0956-6916       Fed ID#86-0226984
Universal Technical Institute Federal EDPMS - Phoenix                  #0030-3036
Universal Technical Institute Federal EDPMS - Houston                  #0030-3132
MMI Federal EDPMS                                                      #2824-8147
Universal Technical Institute Federal Trust Fund - Phoenix             #0956-6924
Universal Technical Institute Federal Trust Fund - Houston             #0956-6676
Clinton Harley Federal Trust Fund                                      #2238-3831
SLM Financial Account                                                  #2828-8739
Universal Technical Institute CAL Grant                                #0630-0397
</TABLE>

                               Schedule 7.1(B)(6)

<PAGE>

                               SCHEDULE 7.1(B)(7)

                                  SUBSIDIARIES

Universal Technical Institute, Inc.
         owns 100% of

UTI Holdings, Inc.
         which, in turn, owns 100% of the following:

Universal Technical Institute of Arizona, Inc.*

Universal Technical Institute of California, Inc.

Universal Technical Institute of Texas, Inc.

U. T. I. of Illinois, Inc.

Universal Technical Institute of North Carolina, Inc.

Custom Training Group, Inc.

The Clinton Harley Corporation (Delaware)

Clinton Education Group, Inc. (Delaware)**

----------------------------------
*        Subsidiaries in italics are Institution Subsidiaries.

**       A shell corporation for future acquisitions.

                               Schedule 7.1(B)(7)

<PAGE>

                                SCHEDULE 10.1(A)

                             PRO FORMA / PROJECTIONS

Attached hereto are the projections prepared by the Company. These projections
represent a reasonable estimate by the Company of the future performance of
Universal Technical Institute and its subsidiaries after giving effect to the
discontinuance of NTT and PTA.

See attached.

                                Schedule 10.1(A)
<PAGE>

THE JORDAN COMPANY
RECAPITALIZATION -- PENSKE -- MANAGEMENT BANK CASE
Assumes Transaction Closed 9/30/01
Dollars in Thousands)

1. TRANSACTION ASSUMPTIONS

SOURCES:

<TABLE>
<S>                              <C>
Bank Revolver                    $   4,500 (1)
Bank Term A                         20,000
Bank Term B                         30,000
Sub. Debt. (Hold. Co.)                   0
Sr. Red. Pref. (Hold Co.)                0
Other Sr. Pref. (Hold Co.)               0
Jr. Conv. Pref. (Hold Co.)          45,500 (2)
Common Stk. (Hold Co.)                   0
Cash on B/S                              0
                                 ---------
   Total                         $ 100,000
                                 =========
</TABLE>

USES:

<TABLE>
<S>                              <C>
Pay Down Bank Debt               $  69,152
Pay Down Sub Debt                   23,400
PIK Interest                         1,850
Accrued Fees                         2,000
Fees & Expenses                      3,500 (3)
Working Capital                         99
                                 ---------
   Total                         $ 100,000
                                 =========
</TABLE>

---------------
(1) Revolver Commitment =                        $ 20,000
    Avg. Seasonal Balance =                      $      0

(2) Purchased by New Investor. Convertible at:       42.5%

(3) Annual fee amortization (7 years):           $    500

FINANCING ASSUMPTIONS:

<TABLE>
<CAPTION>
                              CLOSE RATE   PAYMENT      LIBOR +
                              ----------   -------      -------
<S>                           <C>          <C>       <C>
Bank Revolver                   6.250%       Cash    3.25% Float (5)
Bank Term A                     6.250%       Cash    3.25% Float (5)
Bank Term B                     6.750%       Cash    3.75% Float (5)
Sub. Debt (Hold. Co.) (4)       8.000%       Cash    5.00% Fixed
Sr. Red. Pref. (Hold Co.)       7.500%       Cum.    4.50% Fixed
Other Sr. Pref. (Hold Co.)      6.000%       Cum.    3.00% Fixed
Jr. Conv. Pref. (Hold Co.)      7.500%       Cum.    4.50% Fixed
</TABLE>

---------------
(4) Sub Debt % PIK              0.000%
    Sub Debt % Cash             8.000%

(5) Based on pricing grid, subject to change based on leverage.

PRO FORMA CAPITAL STRUCTURE:

<TABLE>
<CAPTION>
                                                                 x EBITDA
                                                    ----------------------------------
                               $ AMOUNT   PERCENT    2001     LTM (6)   2002      2003
                               --------   -------    ----     ---       ----      ----
<S>                            <C>        <C>       <C>       <C>       <C>       <C>
OPCO.

Bank Revolver                  $  4,500     3.57%    0.21 x   0.19 x    0.19 x    0.18 x
Bank Term A                      20,000    15.87%    1.16 x   1.05 x    1.03 x    0.98 x
Bank Term B                      30,000    23.80%    2.57 x   2.34 x    2.29 x    2.18 x
                               --------   ------    -----     ----      ----      ----
  Total Debt OpCo.             $ 54,500    43.24%    2.57 x   2.34 x    2.29 x    2.18 x

HOLDCO.

Sub Debt (Hold Co.)            $  6,616     5.25%    2.88 x   2.62 x    2.56 x    2.45 x
Sr. Red. Pref. (Hold Co.)             0     0.00%
Other Sr. Pref. (Hold Co.)       19,414    15.40%
Jr. Conv. Pref. (Hold Co.)       45,500    36.10%
Common Stk. (Hold Co.)                0     0.00%
                               --------   ------
Total Equity OpCo.             $ 71,530    56.76%
                               --------   ------
Total Capitalization           $126,030   100.00%
                               ========   ======
</TABLE>

DEBT MULTIPLES:

<TABLE>
<CAPTION>
                                        OPCO         TOTAL
                                        ----         -----
<S>                                  <C>           <C>
Total Debt                           $   54,500    $   61,116
Less Cash (7)                            (3,452)       (3,452)
                                     ----------    ----------
Net Debt                             $   51,049    $   57,665
                                     ==========    ==========

Net Debt/2001 EBITDA                       2.41 x        2.72 x
Net Debt/ LTM EBITDA (6)                   2.19 x        2.47 x
Net Debt/2002 EBITDA                       2.14 x        2.42 x
Net Debt/2003 EBITDA                       2.04 x        2.31 x
</TABLE>

MARKET ASSUMPTIONS:

<TABLE>
<S>                                       <C>
LIBOR at Close                             3.00%
Federal Income Tax Rate                   35.00%
State Income Tax Rate                      6.00%
Cash on Balance Sheet - LIBOR less         1.00%
</TABLE>

----------
(6) LTM EBITDA is through November 2001.

(7) Cash is a pro forma value after the transaction.

                              Schedule 10.1(A)-2
<PAGE>
2. INCOME STATEMENT

Years Ended September 30,

<TABLE>
<CAPTION>
                                                                  ACTUAL
                                                    -----------------------------------
                                                     1998     1999     2000      2001
                                                    -------  -------  -------  --------
<S>                                                 <C>      <C>      <C>      <C>
Net Sales                                           $66,226  $78,540  $92,701  $110,386
Cost of Goods Sold                                   15,288   19,827   25,517    34,384
                                                    -------  -------  -------  --------
 Gross Profit                                        50,938   58,713   67,184    76,002

SG&A                                                 43,127   50,412   54,592    59,275
                                                    -------  -------  -------  --------
Adjusted EBITA                                      $ 7,811  $ 8,301  $12,592  $ 16,727

Step-Up Depreciation (Book-40 Years)
Amort of Trans. Fees
Amort of Goodwill
Nascar Start-Up
TJC/Penske/Charlesbank Management/Director Fees

 EBIT

Interest Expense
Interest (Income)
Bank Fees

 Pre-Tax Income

Income Taxes

 Net Income

Cash Pref. Dividend
Cum. Pref. Dividend

 Net Income after Dividends

  EBITDA CALCULATION:

Adjusted EBITA                                      $ 7,811  $ 8,301  $12,592  $ 16,727
 Add: Depreciation                                    2,015    2,546    3,288     4,477
                                                    -------  -------  -------  --------
Adjusted EBITDA                                     $ 9,826  $10,847  $15,880  $ 21,204

 Less: CapEx                                          3,069    5,737    3,935     5,732
                                                    -------  -------  -------  --------
 FCF                                                $ 6,757  $ 5,110  $11,945  $ 15,472
                                                    =======  =======  =======  ========

<CAPTION>

                                                                                    PROJECTED
                                                    ------------------------------------------------------------------------------
                                                      2002      2003      2004      2005      2006      2007      2008      2009
                                                    --------  --------  --------  --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net Sales                                           $123,316  $142,018  $161,896  $185,240  $211,473  $232,620  $251,230  $266,304
Cost of Goods Sold                                    37,105    43,134    49,724    56,198    64,211    70,949    76,625    81,223
                                                    --------  --------  --------  --------  --------  --------  --------  --------
 Gross Profit                                         86,211    98,884   112,172   129,042   147,262   161,671   174,605   185,081

SG&A                                                  66,812    79,263    89,354   102,214   113,511   126,386   136,627   144,815
                                                    --------  --------  --------  --------  --------  --------  --------  --------
Adjusted EBITA                                      $ 19,399  $ 19,621  $ 22,818  $ 26,828  $ 33,751  $ 35,285  $ 37,978  $ 40,266

Step-Up Depreciation (Book-40 Years)                       0         0         0         0         0         0         0         0
Amort of Trans. Fees                                     500       500       500       500       500       500       500         0
Amort of Goodwill                                          0         0         0         0         0         0         0         0
Nascar Start-Up                                        1,814         0         0         0         0         0         0         0
TJC/Penske/Charlesbank Management/Director Fees          696       724       807       911     1,089     1,173     1,255     1,325
                                                    --------  --------  --------  --------  --------  --------  --------  --------
 EBIT                                               $ 16,389  $ 18,397  $ 21,511  $ 25,417  $ 32,162  $ 33,612  $ 36,222  $ 38,941

Interest Expense                                       4,414     4,707     4,933     4,843     4,649     4,262     3,349     1,852
Interest (Income)                                        (80)     (197)     (483)     (885)   (1,509)   (2,306)   (3,017)   (3,635)
Bank Fees                                                129       148       142       137       130       123       117       111
                                                    --------  --------  --------  --------  --------  --------  --------  --------
 Pre-Tax Income                                     $ 11,926  $ 13,739  $ 16,919  $ 21,322  $ 28,893  $ 31,534  $ 35,773  $ 40,614

Income Taxes                                           4,639     5,345     6,582     8,294    11,239    12,267    13,916    15,799
                                                    --------  --------  --------  --------  --------  --------  --------  --------
 Net Income                                         $  7,287  $  8,395  $ 10,338  $ 13,028  $ 17,654  $ 19,267  $ 21,857  $ 24,815

Cash Pref. Dividend                                        0         0         0         0         0         0         0         0
Cum. Pref. Dividend                                    4,577     4,577     4,577     4,577     4,577     4,577     4,577     4,577
                                                    --------  --------  --------  --------  --------  --------  --------  --------
 Net Income after Dividends                         $  2,709  $  3,817  $  5,760  $  8,450  $ 13,076  $ 14,690  $ 17,280  $ 20,238
                                                    ========  ========  ========  ========  ========  ========  ========  ========

  EBITDA CALCULATION:

Adjusted EBITA                                      $ 19,399  $ 19,621  $ 22,818  $ 26,828  $ 33,751  $ 35,285  $ 37,978  $ 40,266
 Add: Depreciation                                     4,450     5,355     5,449     5,614     5,802     7,624     8,233     8,727
                                                    --------  --------  --------  --------  --------  --------  --------  --------
Adjusted EBITDA                                     $ 23,849  $ 24,976  $ 28,267  $ 32,442  $ 39,553  $ 42,908  $ 46,211  $ 48,994

 Less: CapEx                                           6,065     5,729     6,254     5,498     5,873     6,373     6,873     7,373
                                                    --------  --------  --------  --------  --------  --------  --------  --------
 FCF                                                $ 17,784  $ 19,247  $ 22,013  $ 26,944  $ 33,680  $ 36,535  $ 39,338  $ 41,621
                                                    ========  ========  ========  ========  ========  ========  ========  ========
</TABLE>

                               Schedule 10.1(A)-3
<PAGE>

3. RATIO ANALYSIS

<TABLE>
<CAPTION>
                                                ACTUAL
                                  ---------------------------------
                                   1998     1999     2000     2001
                                   ----     ----     ----     ----
<S>                               <C>      <C>      <C>      <C>
Net Sales Growth                     --    18.59%   18.03%   19.08%
Gross Margin                      76.92%   74.76%   72.47%   68.85%
EBITDA Margin                     14.84%   13.81%   17.13%   19.21%
EBITA Margin                      11.79%   10.57%   13.58%   15.15%
FCF Margin                        10.20%    6.51%   12.89%   14.02%
</TABLE>

<TABLE>
<CAPTION>
                                                                  PROJECTED
                                   ---------------------------------------------------------------------
                                    2002     2003     2004     2005     2006     2007     2008     2009
                                    ----     ----     ----     ----     ----     ----     ----     ----
<S>                                <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net Sales Growth                   11.71%   15.17%   14.00%   14.42%   14.16%   10.00%    8.00%    6.00%
Gross Margin                       69.91%   69.63%   69.29%   69.66%   69.64%   69.50%   69.50%   69.50%
EBITDA Margin                      19.34%   17.59%   17.46%   17.51%   18.70%   18.45%   18.39%   18.40%
EBITA Margin                       15.73%   13.82%   14.09%   14.48%   15.96%   15.17%   15.12%   15.12%
FCF Margin                         14.42%   13.55%   13.60%   14.55%   15.93%   15.71%   15.66%   15.63%
</TABLE>

<TABLE>
<CAPTION>
INTEREST COVERAGE:
------------------
                                  PRO FORMA
                                  ----------------------------------

<S>                                <C>      <C>      <C>      <C>
EBITDA/Bank Int. Exp.              2.58 x   2.84 x   4.16 x   5.56 x

EBITDA/Opco Cash Int. Exp.         2.23 x   2.46 x   3.60 x   4.80 x

EBITDA/Total Cash Interest Exp.    2.23 x   2.46 x   3.60 x   4.80 x

Bank Debt/EBITDA                   5.55 x   5.02 x   3.43 x   2.57 x

Opco Debt / EBITDA                 5.55 x   5.02 x   3.43 x   2.57 x

 Total Debt / EBITDA               6.22 x   5.63 x   3.85 x   2.88 x
</TABLE>

<TABLE>
<CAPTION>
INTEREST COVERAGE:
------------------
<S>                                 <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
EBITDA/Bank Int. Exp.               6.25 x   6.07 x   6.48 x   7.52 x   9.60 x  11.50 x  16.39 x  37.05 x

EBITDA/Opco Cash Int. Exp.          5.40 x   5.31 x   5.73 x   6.70 x   8.51 x  10.07 x  13.80 x  26.46 x

EBITDA/Total Cash Interest Exp.     5.40 x   5.31 x   5.73 x   6.70 x   8.51 x  10.07 x  13.80 x  26.46 x

Bank Debt/EBITDA                    2.05 x   1.86 x   1.52 x   1.18 x   0.81 x   0.52 x   0.17 x   0.00 x

Opco Debt / EBITDA                  2.33 x   2.13 x   1.76 x   1.38 x   0.98 x   0.67 x   0.32 x   0.00 x

 Total Debt / EBITDA                2.33 x   2.13 x   1.76 x   1.38 x   0.98 x   0.67 x   0.32 x   0.00 x
</TABLE>

                               Schedule 10.1(A)-4
<PAGE>

4. CASH FLOW STATEMENT

<TABLE>
<CAPTION>
                                                                              PROJECTED
                                                  ----------------------------------------------------------------------
                                                    2002     2003     2004     2005     2006     2007     2008     2009
                                                    ----     ----     ----     ----     ----     ----     ----     ----
<S>                                               <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
OPERATING SOURCES:

Net Income after Dividends                        $ 2,709  $ 3,817  $ 5,760  $ 8,450  $13,076  $14,690  $17,280  $20,238
Cum. Dividends                                      4,577    4,577    4,577    4,577    4,577    4,577    4,577    4,577
Depreciation                                        4,450    5,355    5,449    5,614    5,802    7,624    8,233    8,727
Amort of Trans. Fees                                  500      500      500      500      500      500      500        0
Amort of Goodwill                                       0        0        0        0        0        0        0        0
PIK Interest                                            0        0        0        0        0        0        0        0

                                                  -------  -------  -------  -------  -------  -------  -------  -------
 Total Sources                                    $12,237  $14,250  $16,287  $19,142  $23,956  $27,391  $30,591  $33,542

OPERATING USES:

Increase in Working Capital                       $   320  $   331  $   324  $   243  $   221  $   177  $   201  $   201
Capital Expenditures                                6,065    5,729    6,254    5,498    5,873    6,373    6,873    7,373
                                                  -------  -------  -------  -------  -------  -------  -------  -------
 Total Uses                                       $ 6,385  $ 6,060  $ 6,578  $ 5,741  $ 6,094  $ 6,550  $ 7,074  $ 7,574
                                                  -------  -------  -------  -------  -------  -------  -------  -------
                                                                                                                          CUMULATIVE
Cash Flow From Operations                         $ 5,852  $ 8,189  $ 9,709  $13,401  $17,862  $20,841  $23,517  $25,969  ----------
                                                                                                                            $125,339
DEBT/PREF. AMORTIZATION (BORROWINGS):

Bank Term A                                           850    2,200    3,200    4,450    5,950    3,350        0        0
Bank Term B                                           150      300      300      300      300    6,400   14,250    8,000
Sub. Debt (Hold. Co.)                                   0        0        0        0        0        0        0    6,616
Sr. Red. Pref. (Hold Co.)                               0        0        0        0        0        0        0        0
Other Sr. Pref. (Hold Co.)                              0        0        0        0        0        0        0        0
Jr. Conv. Pref. (Hold Co.)                              0        0        0        0        0        0        0        0
Capital Leases                                        554      508      332       10        5        0        0        0
                                                  -------  -------  -------  -------  -------  -------  -------  -------
 Total Mandatory Amortization/Interest Hldg. Co.  $ 1,554  $ 3,008  $ 3,832  $ 4,760  $ 6,255  $ 9,750  $14,250  $14,616

Cash Bal. After Debt Amortization                 $ 4,298  $ 5,181  $ 5,877  $ 8,641  $11,607  $11,091  $ 9,267  $11,353
Add: Beginning Cash Bal.                            3,452    3,249    8,431   14,308   22,949   34,555   45,646   54,913
                                                  -------  -------  -------  -------  -------  -------  -------  -------
Cash Avail. Before Revolver                       $ 7,749  $ 8,431  $14,308  $22,949  $34,555  $45,646  $54,913  $66,265

Revolver Borrowings                               $     0  $     0  $     0  $     0  $     0  $     0  $     0  $     0
Revolver (Amortization)                            (4,500)       0        0        0        0        0        0        0
Additional Bank Term A Amortization                     0        0        0        0        0        0        0        0
Additional Bank Term B Amortization                     0        0        0        0        0        0        0        0
Additional Sr Sub Debt Amortization                     0        0        0        0        0        0        0        0
                                                  -------  -------  -------  -------  -------  -------  -------  -------
Ending Cash Balance                               $ 3,249  $ 8,431  $14,308  $22,949  $34,555  $45,646  $54,913  $66,265
                                                  =======  =======  =======  =======  =======  =======  =======  =======
</TABLE>

                               Schedule 10.1(A)-5
<PAGE>

5. BALANCE SHEET
September 30,

<TABLE>
<CAPTION>
                                                    ACTUAL (1)                                     PROJECTED
                                             ------------------------  RECAP      PROFORMA   ---------------------
                                                2000        2001       ADJ.'S       2001        2002        2003
                                                ----        ----       ------       ----        ----        ----
<S>                                          <C>         <C>         <C>         <C>         <C>         <C>
Assets:

Cash & Equivalents                           $   2,792   $   3,353   $      99   $   3,452   $   3,249   $   8,431
Accounts Receivable                             65,381      73,251           0      73,251      84,463      97,273
Prepaid Student Acquisition Costs                6,885       8,780           0       8,780      10,174      11,716
Prepaid Expenses and other Current Assets        2,317       2,242           0       2,242       2,466       2,840
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Current Assets                          77,375      87,626          99      87,725     100,352     120,260

Net Prop., Plant & Equip.                       14,806      17,077           0      17,077      18,692      19,066
Existing Goodwill                               21,150      20,578           0      20,578      20,578      20,578
Trans. Costs                                         0           0       3,500       3,500       3,000       2,500
Investments                                          0           0           0           0           0           0
Other Assets                                     5,176       5,969           0       5,969       5,969       5,969
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Assets                                 118,507     131,250       3,599     134,849     148,591     168,373
                                             =========   =========   =========   =========   =========   =========
Liabilities & Equity

Accounts Payable                                 8,826      14,135           0      14,135      15,249      16,249
Deferred Revenues                               73,782      76,623           0      76,623      88,171     101,543
Other Current Liabilities                        1,329       3,111           0       3,111       2,960       2,982
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Current Liabilities                     83,937      93,869           0      93,869     106,379     120,774

Revolver/Existing Debt                          73,916      69,152     (64,652)      4,500           0           0
Bank Term A                                          0           0      20,000      20,000      19,150      16,950
Bank Term B                                          0           0      30,000      30,000      29,850      29,550
Sub. Debt (Hold. Co.)                           29,526      30,016     (23,400)      6,616       6,616       6,616
Capital Leases                                   1,852       1,409           0       1,409         855         347
Other L.T. Liabilities (2)                      10,844      11,516      (3,850)      7,667       7,667       7,667
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Liabilities                            200,075     205,962     (41,902)    164,061     170,517     181,904

Sr. Red. Pref. (Hold Co.)                            0           0           0           0           0           0
Other Sr. Pref. (Hold Co.)                      18,296      19,414           0      19,414      20,579      21,744
Jr. Conv. Pref. (Hold Co.)                           0           0      45,500      45,500      48,913      52,325
Common Stock                                         0           0           0           0           0           0
Retained Earnings                              (99,864)    (94,126)          0     (94,126)    (91,417)    (87,599)
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Equity                                 (81,568)    (74,712)     45,500     (29,212)    (21,925)    (13,531)
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Liabilities & Equity                 $ 118,507   $ 131,250   $   3,599   $ 134,849   $ 148,591   $ 168,373
                                             =========   =========   =========   =========   =========   =========

<CAPTION>
                                                                           PROJECTED
                                             ---------------------------------------------------------------------
                                                2004        2005        2006        2007       2008         2009
                                                ----        ----        ----        ----       ----         ----
<S>                                          <C>         <C>         <C>         <C>         <C>         <C>
Assets:

Cash & Equivalents                           $  14,308   $  22,949   $  34,555   $  45,646   $  54,913   $  66,265
Accounts Receivable                            110,888     126,877     144,845     159,329     172,075     182,400
Prepaid Student Acquisition Costs               13,356      15,282      17,447      19,191      20,726      21,970
Prepaid Expenses and other Current Assets        3,238       3,705       4,229       4,652       5,025       5,326
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Current Assets                         141,790     168,813     201,076     228,819     252,739     275,961

Net Prop., Plant & Equip                        19,871      19,755      19,826      18,575      17,215      15,861
Existing Goodwill                               20,578      20,578      20,578      20,578      20,578      20,578
Trans. Costs                                     2,000       1,500       1,000         500           0           0
Investments                                          0           0           0           0           0           0
Other Assets                                     5,969       5,969       5,969       5,969       5,969       5,969
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Assets                                 190,208     216,615     248,449     274,441     296,501     318,369
                                             =========   =========   =========   =========   =========   =========
Liabilities & Equity

Accounts Payable                                17,029      18,091      19,351      20,410      21,203      21,808
Deferred Revenues                              115,756     132,447     151,203     166,324     179,629     190,407
Other Current Liabilities                        3,319       3,705       4,124       4,420       4,773       5,060
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Current Liabilities                    136,103     154,243     174,678     191,153     205,606     217,275

Revolver/Existing Debt                               0           0           0           0           0           0
Bank Term A                                     13,750       9,300       3,350           0           0           0
Bank Term B                                     29,250      28,950      28,650      22,250       8,000           0
Sub. Debt (Hold. Co.)                            6,616       6,616       6,616       6,616       6,616           0
Capital Leases                                      15           5           0           0           0           0
Other L.T. Liabilities (2)                       7,667       7,667       7,667       7,667       7,667       7,667
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Liabilities                            193,401     206,780     220,961     227,686     227,888     224,941

Sr. Red. Pref. (Hold Co.)                            0           0           0           0           0           0
Other Sr. Pref. (Hold Co.)                      22,909      24,073      25,238      26,403      27,568      28,733
Jr. Conv. Pref. (Hold Co.)                      55,738      59,150      62,563      65,975      69,388      72,800
Common Stock                                         0           0           0           0           0           0
Retained Earnings                              (81,839)    (73,389)    (60,312)    (45,623)    (28,343)     (8,105)
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Equity                                  (3,193)      9,835      27,488      46,755      68,613      93,428
                                             ---------   ---------   ---------   ---------   ---------   ---------
  Total Liabilities & Equity                 $ 190,208   $ 216,615   $ 248,449   $ 274,441   $ 296,501   $ 318,369
                                             =========   =========   =========   =========   =========   =========
</TABLE>

---------------------------
(1) FY 2000 adjusted to exclude the net assets of discontinued operations.

(2) Includes a $4 million "shadow note" which is offset by a $4 million
    subscription receivable from John White.

                               Schedule 10.1(A)-6

<PAGE>

6. REVENUE, CGS, S,G & A, AND W.C. ASSUMPTIONS
Years Ended December 31,

<TABLE>
<CAPTION>
                                                                      ACTUAL                               PROJECTED
                                                ----------------------------------------------------------------------------
                                                   1998         1999         2000         2001         2002          2003
                                                   ----         ----         ----         ----         ----          ----
<S>                                             <C>          <C>         <C>          <C>           <C>           <C>
Net Sales                                          66,226       78,540       92,701      110,386       123,316       142,018
Growth Rate                                            NA        18.59%       18.03%       19.08%        11.71%        15.17%

Cost of Goods                                      15,288       19,827       25,517       34,384
Less:
  Primary Adjustment                                    0            0            0            0
  Other Adjustments                                     0            0            0            0
                                                ---------    ---------   ----------   ----------    ----------    ----------
Adj. Cost of Goods                                 15,288       19,827       25,517       34,384        37,105        43,134
As % of Net Sales                                   23.08%       25.24%       27.53%       31.15%        30.09%        30.37%

SG&A                                               43,127       50,412       54,592       59,934        68,626        77,763
Less:
  Nascar Start-Up Adjustment                                                                (257)       (1,814)            0
  Other "EBITDA" Adjustments (1)                                                            (402)            0             0
Plus: Expense Reserve (2)                                                                                    0         1,500
                                                                                      ----------    ----------    ----------
Adj. SG&A                                       $  43,127    $  50,412    $  54,592    $  59,275     $  66,812     $  79,263
As % of Net Sales                                   65.12%       64.19%       58.89%       53.70%        54.18%        55.81%

TJC/Penske/Charlesbank Mgt./Director Fees                                                                   696           724

Cost of Unused Line (1/2% of unused balance)                                                                46            65
Agent's Administration Fee                                                                                  50            50
Non-DOE L/C Fee (assumes $1.0 million @ 3.25%)                                                              33            33
                                                                                                    ----------    ----------
Bank Fees                                                                                                  129           148

Total Cap. Ex.                                      3,069        5,737        3,935        5,732         6,065         5,729

Total Depreciation                                  2,015        2,546        3,288        4,477         4,450         5,355
Step-Up P,P & E (Book - 40 Years)                                                                            0             0
                                                ---------    ---------   ----------   ----------    ----------    ----------
Total Depreciation                              $   2,015    $   2,546    $   3,288    $   4,477     $   4,450     $   5,355
Base Dep./Cap Exp.                                    0.7          0.4          0.8          0.8           0.7           0.9

Working Capital Assumptions
Days in A/R (Rev.)                                                            257.4        242.2         250.0         250.0
Prepaid Student Acquisitions (% of Sales)                                      7.43%        7.95%         8.25%         8.25%
Prepaid Expenses (% of Sales)                                                  2.50%        2.03%         2.00%         2.00%
Days in A/P (CGS)                                                             126.2        150.0         150.0         137.5
Def. Rev. (% of Sales)                                                        79.59%       69.41%        71.50%        71.50%
Other Current Liabilities (% of Sales)                                         1.43%        2.82%         2.40%         2.10%
Net Work. Cap. (3)                                                       ($   9,354)  ($   9,596)   ($   9,276)   ($   8,945)
W.C./Revenue                                                                 -10.09%       -8.69%        -7.52%        -6.30%
Inc. in Net W.C.                                                         ----------         (242)          320           331

<CAPTION>
                                                                       PROJECTED
                                                -----------------------------------------------------
                                                   2004            2005          2006         2007
                                                   ----            ----          ----         ----
<S>                                             <C>           <C>             <C>          <C>
Net Sales                                          161,896         185,240       211,473      232,620
Growth Rate                                          14.00%         14,42%         14.16%       10.00%

Cost of Goods
Less:
  Primary Adjustment
  Other Adjustments
                                                ----------    ------------    ----------   ----------
Adj. Cost of Goods                                  49,724          56,198        64,211       70,949
As % of Net Sales                                    30.71%          30.34%        30.36%       30.50%

SG&A                                                86,854          98,214       107,011      118,636
Less:
  Nascar Start-Up Adjustment                             0               0             0            0
  Other "EBITDA" Adjustments (1)                         0               0             0            0
Plus: Expense Reserve (2)                            2,500           4,000         6,500        7,750
                                                ----------    ------------    ----------   ----------
Adj. SG&A                                        $  89,354     $   102,214     $ 113,511    $ 126,386
As % of Net Sales                                    55.19%          55.18%        53.68%       54.33%

TJC/Penske/Charlesbank Mgt./Director Fees               807             911         1,089        1,173

Cost of Unused Line (1/2% of unused balance)            60              54            48           40
Agent's Administration Fee                              50              50            50           50
Non-DOE L/C Fee (assumes $1.0 million @ 3.25%)          33              33            33           33
                                                ----------    ------------    ----------   ----------
Bank Fees                                              142             137           130          123

Total Cap. Ex                                        6,254           5,498         5,873        6,373

Total Depreciation                                   5,449           5,614         5,802        7,624
Step-Up P,P & E (Book - 40 Years)                        0               0             0            0
                                                ----------    ------------    ----------   ----------
Total Depreciation                               $   5,449     $     5,614     $   5,802    $   7,624
Base Dep./Cap Exp.                                     0.9             1.0           1.0          1.2

Working Capital Assumptions
Days in A/R (Rev.)                                   250.0           250.0         250.0        250.0
Prepaid Student Acquisitions (% of Sales)             8.25%           8.25%         8.25%        8.25%
Prepaid Expenses (% of Sales)                         2.00%           2.00%         2.00%        2.00%
Days in A/P (CGS)                                    125.0           117.5         110.0        105.0
Def. Rev. (% of Sales)                               71.50%          71.50%        71.50%       71.50%
Other Current Liabilities (% of Sales)                2.05%           2.00%         1.95%        1.90%
Net Work. Cap. (3)                              ($   8,621)   ($     8,379)   ($   8,158)  ($   7,981)
W.C./Revenue                                         -5.33%          -4.52%        -3.86%       -3.43%
Inc. in Net W.C.                                       324             243           221          177
</TABLE>

-----------------------------------
(1) Adjustments to "EBITDA", as per credit agreement. Primarily relates to TJC
    management fees.

(2) Represents an extra expense reserve taken versus the projections in the CSFB
    information. Such reserve is taken to discount the Company's "sale
    projections".

(3) Net Working Capital = (A/R + Prepaid Student Acquisition Costs + Prepaid
    Expenses) - (A/P + Deferred Revenues + Other Current Liabilities)

                               Schedule 10.1(A)-7
<PAGE>
7. DEBT & PREFERRED AMORTIZATION

<TABLE>
<S>                                            <C>         <C>         <C>         <C>         <C>
Libor - End of Year                                3.00%       3.75%       5.00%       5.50%       6.00%
Cash Balances                                      2.00%       2.75%       4.00%       4.50%       5.00%

Bank Revolver                                  At Close        2002        2003        2004        2005
                                               --------    --------    --------    --------    --------
Total Capacity                                 $ 20,000    $ 20,000    $ 20,000    $ 20,000    $ 20,000
  Less: Borrowings O/S                            4,500       4,500           0           0           0
  Less: Title IV L/C                                          6,250       6,982       8,041       9,166
                                               --------    --------    --------    --------    --------
Total Excess                                     15,500       9,250      13,018      11,959      10,834

L/C Fees @ 3.25% (based on current pricing)                $    203    $    227    $    261    $    298
Rate                                               6.25%       7.00%       8.25%       8.75%       9.25%
Beginning Principal                            $  4,500    $  4,500    $      0    $      0    $      0
  Borrowings                                                      0           0           0           0
  Amortization                                               (4,500)          0           0           0
                                               --------    --------    --------    --------    --------
Ending Principal                               $  4,500    $      0    $      0    $      0    $      0
                                               ========    ========    ========    ========    ========
Interest (Includes L/C Fees)                               $    352    $    227    $    261    $    298

    Seasonal Revolver Component

      Average Balance                          $      0    $      0    $      0    $      0    $      0
                                               ========    ========    ========    ========    ========
      Seasonal Interest                                    $      0    $      0    $      0    $      0

Bank Term A                                    At Close        2002        2003        2004        2005
                                               --------    --------    --------    --------    --------
Rate                                               6.25%       7.00%       8.25%       8.75%       9.25%
Beginning Principal                            $ 20,000    $ 20,000    $ 19,150    $ 16,950    $ 13,750
  Amortization                                                 (850)     (2,200)     (3,200)     (4,450)
  Optional Amortization                                           0           0           0           0
                                               --------    --------    --------    --------    --------
Ending Principal                               $ 20,000    $ 19,150    $ 16,950    $ 13,750    $  9,300
                                               ========    ========    ========    ========    ========
Interest                                                   $  1,325    $  1,460    $  1,441    $  1,238

Bank Term B                                    At Close        2002        2003        2004        2005
                                               --------    --------    --------    --------    --------
Rate                                               6.75%       7.50%       8.75%       9.25%       9.75%
Beginning Principal                            $ 30,000    $ 30,000    $ 29,850    $ 29,550    $ 29,250
  Amortization                                                 (150)       (300)       (300)       (300)
  Optional Amortization                                           0           0           0           0
                                               --------    --------    --------    --------    --------
Ending Principal                               $ 30,000    $ 29,850    $ 29,550    $ 29,250    $ 28,950
                                               ========    ========    ========    ========    ========
Interest                                                   $  2,138    $  2,425    $  2,660    $  2,779

Capital Leases                                 At Close        2002        2003        2004        2005
                                               --------    --------    --------    --------    --------
Rate                                                 NA          NA          NA          NA          NA
Beginning Principal                            $  1,409    $  1,409    $    855    $    347    $     15
  Amortization                                                 (554)       (508)       (332)        (10)
  Optional Amortization                                           0           0           0           0
                                               --------    --------    --------    --------    --------
Ending Principal                               $  1,409    $    855    $    347    $     15    $      5
                                               ========    ========    ========    ========    ========
Interest                                                   $     70    $     65    $     42    $      0
</TABLE>

<TABLE>
<S>                                            <C>         <C>         <C>         <C>
Libor - End of Year                                6.50%       7.00%       7.00%      7.00%
Cash Balances                                      5.50%       6.00%       6.00%      6.00%

Bank Revolver                                      2006        2007        2008       2009
                                               --------    --------    --------    -------
Total Capacity                                 $ 20,000    $ 20,000    $ 20,000    $20,000
  Less: Borrowings O/S                                0           0           0          0
  Less: Title IV L/C                             10,488      11,973      13,171     14,225
                                               --------    --------    --------    -------
Total Excess                                      9,512       8,027       6,829      5,775

L/C Fees @ 3.25% (based on current pricing)    $    341    $    389    $    428    $   462
Rate                                               9.75%      10.25%      10.25%     10.25%
Beginning Principal                            $      0    $      0    $      0    $     0
  Borrowings                                          0           0           0          0
  Amortization                                        0           0           0          0
                                               --------    --------    --------    -------
Ending Principal                               $      0    $      0    $      0    $     0
                                               ========    ========    ========    =======
Interest (Includes L/C Fees)                   $    341    $    389    $    428    $   462

    Seasonal Revolver Component

      Average Balance                          $      0    $      0    $      0    $     0
                                               ========    ========    ========    =======
      Seasonal Interest                        $      0    $      0    $      0    $     0

Bank Term A                                        2006        2007        2008       2009
                                               --------    --------    --------    -------
Rate                                               9.75%      10.25%      10.25%     10.25%
Beginning Principal                            $  9,300    $  3,350    $      0    $     0
  Amortization                                   (5,950)     (3,350)          0          0
  Optional Amortization                               0           0           0          0
                                               --------    --------    --------    -------
Ending Principal                               $  3,350    $      0    $      0    $     0
                                               ========    ========    ========    =======
Interest                                       $    884    $    335    $      0    $     0

Bank Term B                                        2006        2007        2008       2009
                                               --------    --------    --------    -------
Rate                                              10.25%      10.75%      10.75%     10.75%
Beginning Principal                            $ 28,950    $ 28,650    $ 22,250    $ 8,000
  Amortization                                     (300)     (6,400)    (14,250)    (8,000)
  Optional Amortization                               0           0           0          0
                                               --------    --------    --------    -------
Ending Principal                               $ 28,650    $ 22,250    $  8,000    $     0
                                               ========    ========    ========    =======
Interest                                       $  2,895    $  3,008    $  2,392    $   860

Capital Leases                                     2006        2007        2008       2009
                                               --------    --------    --------    -------
Rate                                                 NA          NA          NA         NA
Beginning Principal                            $      5    $      0    $      0    $     0
  Amortization                                       (5)          0           0          0
  Optional Amortization                               0           0           0          0
                                               --------    --------    --------    -------
Ending Principal                               $      0    $      0    $      0    $     0
                                               ========    ========    ========    =======
Interest                                       $      0    $      0    $      0    $     0
</TABLE>

                               Schedule 10.1(A)-8
<PAGE>

8. DEBT & PREFERRED AMORTIZATION (CONTINUED)

<TABLE>
<CAPTION>
   Sub Debt (Hold Co.)                  At Close    2002      2003      2004      2005      2006      2007      2008      2009
--------------------------              --------  --------  --------  --------  --------  --------  --------  --------  --------
<S>                         <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Rate         8.00%          8.00% Cash
Beginning Principal         0.00% PIK   $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616
 Amortization                                            0         0         0         0         0         0         0    (6,616)
 Optional Amortization                                   0         0         0         0         0         0         0         0
 PIK Interest                                            0         0         0         0         0         0         0         0
                                        --------  --------  --------  --------  --------  --------  --------  --------  --------
Ending Principal                        $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $  6,616  $      0
                                        ========  ========  ========  ========  ========  ========  ========  ========  ========

Cash Interest                                          529       529       529       529       529       529       529       529

Total Interest                                    $    529  $    529  $    529  $    529  $    529  $    529  $    529  $    529
</TABLE>

<TABLE>
<CAPTION>
 Sr. Red. Pref. (Hold Co.)              At Close    2002      2003      2004      2005      2006      2007      2008      2009
--------------------------              --------  --------  --------  --------  --------  --------  --------  --------  --------
<S>                               <C>   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Rate         7.50%                Cum.
Beginning Principal                     $      0  $      0  $      0  $      0  $      0  $      0  $      0  $      0  $      0
 Amortization                                            0         0         0         0         0         0         0         0
 PIK Dividend                                            0         0         0         0         0         0         0         0
                                        --------  --------  --------  --------  --------  --------  --------  --------  --------
Ending Principal                        $      0  $      0  $      0  $      0  $      0  $      0  $      0  $      0  $      0
                                        ========  ========  ========  ========  ========  ========  ========  ========  ========
Cash Dividend                                     $      0  $      0  $      0  $      0  $      0  $      0  $      0  $      0
</TABLE>

<TABLE>
<CAPTION>
Other Sr. Pref. (Hold Co.)              At Close    2002      2003      2004      2005      2006      2007      2008      2009
--------------------------              --------  --------  --------  --------  --------  --------  --------  --------  --------
<S>                               <C>   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Rate         6.00%                Cum.
Beginning Principal                     $ 19,414  $ 19,414  $ 20,579  $ 21,744  $ 22,909  $ 24,073  $ 25,238  $ 26,403  $ 27,568
 Amortization                                            0         0         0         0         0         0         0         0
 Cumulative Dividend                                 1,165     1,165     1,165     1,165     1,165     1,165     1,165     1,165
                                        --------  --------  --------  --------  --------  --------  --------  --------  --------
Ending Principal                        $ 19,414  $ 20,579  $ 21,744  $ 22,909  $ 24,073  $ 25,238  $ 26,403  $ 27,568  $ 28,733
                                        ========  ========  ========  ========  ========  ========  ========  ========  ========
Cash Dividend                                     $      0  $      0  $      0  $      0  $      0  $      0  $      0  $      0
</TABLE>

<TABLE>
<CAPTION>
Jr. Conv. Pref. (Hold Co.)              At Close    2002      2003      2004      2005      2006      2007      2008      2009
---------------------------             --------  --------  --------  --------  --------  --------  --------  --------  --------
<S>                               <C>   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Rate         7.50%                Cum.
Beginning Principal                     $ 45,500  $ 45,500  $ 48,913  $ 52,325  $ 55,738  $ 59,150  $ 62,563  $ 65,975  $ 69,388
 Amortization                                            0         0         0         0         0         0         0         0
 Cumulative Dividend                                 3,413     3,413     3,413     3,413     3,413     3,413     3,413     3,413
                                        --------  --------  --------  --------  --------  --------  --------  --------  --------
Ending Principal                        $ 45,500  $ 48,913  $ 52,325  $ 55,738  $ 59,150  $ 62,563  $ 65,975  $ 69,388  $ 72,800
                                        ========  ========  ========  ========  ========  ========  ========  ========  ========
Cumulative Dividend                               $  3,413  $  3,413  $  3,413  $  3,413  $  3,413  $  3,413  $  3,413  $  3,413
Total Accumulated Dividends                       $  3,413  $  6,825  $ 10,238  $ 13,650  $ 17,063  $ 20,475  $ 23,888  $ 27,300
</TABLE>

                               Schedule 10.1(A)-9
<PAGE>
9. COVERAGE RATIO ANALYSIS

<TABLE>
<CAPTION>
                                                                              Projected
                                            Proforma   ----     ----     ----     ----     ----     ----     ----     ----
                                              2001     2002     2003     2004     2005     2006     2007     2008     2009
                                              ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                                         <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Bank Debt Interest                           $3,815   $3,815   $4,112   $4,362   $4,314   $4,119   $3,732   $2,820   $1,322
Other Opco Cash Interest                        599      599      594      571      529      529      529      529      529
                                             ------   ------   ------   ------   ------   ------   ------   ------   ------
Total Cash Interest                          $4,414   $4,414   $4,707   $4,933   $4,843   $4,649   $4,262   $3,349   $1,852
                                             ======   ======   ======   ======   ======   ======   ======   ======   ======
Cash Dividends                               $    0   $    0   $    0   $    0   $    0   $    0   $    0   $    0   $    0
Tax-Effected Cash Dividends (1)              $    0   $    0   $    0   $    0   $    0   $    0   $    0   $    0   $    0

Total Cash Interest and Cash Dividend (1)    $4,414   $4,414   $4,707   $4,933   $4,843   $4,649   $4,262   $3,349   $1,852

Operating Company Cash Interest              $4,414   $4,414   $4,707   $4,933   $4,843   $4,649   $4,262   $3,349   $1,852

PIK Interest Expense                         $    0   $    0   $    0   $    0   $    0   $    0   $    0   $    0   $    0
</TABLE>

<TABLE>
<CAPTION>
                                                                              Projected
                                            Proforma   ----     ----     ----     ----     ----     ----     ----     ----
                                              2001     2002     2003     2004     2005     2006     2007     2008     2009
                                              ----     ----     ----     ----     ----     ----     ----     ----     ----
<S>                                         <C>        <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
EBITDA/Total Cash Interest                    4.80 x   5.40 x   5.31 x   5.73 x   6.70 x   8.51 x  10.07 x  13.80 x  26.46 x
EBITDA-CapEx/Total Cash Interest              3.51 x   4.03 x   4.09 x   4.46 x   5.56 x   7.25 x   8.57 x  11.75 x  22.48 x

EBITDA/Bank Interest                          5.56 x   6.25 x   6.07 x   6.48 x   7.52 x   9.60 x  11.50 x  16.39 x  37.05 x
EBITDA-CapEx/Bank Interest                    4.06 x   4.66 x   4.68 x   5.05 x   6.25 x   8.18 x   9.79 x  13.95 x  31.48 x

EBITDA/OpCo. Cash Interest                    4.80 x   5.40 x   5.31 x   5.73 x   6.70 x   8.51 x  10.07 x  13.80 x  26.46 x
EBITDA-CapEx/OpCo. Cash Int.                  3.51 x   4.03 x   4.09 x   4.46 x   5.56 x   7.25 x   8.57 x  11.75 x  22.48 x

EBITDA/Total Int. + Cash Div. (1)             4.80 x   5.40 x   5.31 x   5.73 x   6.70 x   8.51 x  10.07 x  13.80 x  26.46 x
EBITDA-CapEx/Total Int. + Cash Div. (1)       3.51 x   4.03 x   4.09 x   4.46 x   5.56 x   7.25 x   8.57 x  11.75 x  22.48 x
</TABLE>

------------------
(1) Cash Dividend has been tax effected assuming the effective tax rate.


                              Schedule 10.1(A)-10
<PAGE>
10. CAPITALIZATION

Dollar Amount:

<TABLE>
<CAPTION>
                             At Close      2002        2003        2004        2005        2006        2007       2008       2009
                             --------      ----        ----        ----        ----        ----        ----       ----       ----
<S>                         <C>         <C>         <C>         <C>          <C>         <C>         <C>        <C>        <C>
Bank Revolver                $  4,500    $      0    $      0    $      0    $      0    $      0    $      0   $      0   $      0
Bank Term A                    20,000      19,150      16,950      13,750       9,300       3,350           0          0          0
Bank Term B                    30,000      29,850      29,550      29,250      28,950      28,650      22,250      8,000          0
Sub Debt (Hold Co.)             6,616       6,616       6,616       6,616       6,616       6,616       6,616      6,616          0
                            ---------   ---------   ---------   ---------    --------    --------    --------   --------   --------
Total Debt                   $ 61,116    $ 55,616    $ 53,116    $ 49,616    $ 44,866    $ 38,616    $ 28,866   $ 14,616   $      0

Sr. Red. Pref. (Hold Co.)           0           0           0           0           0           0           0          0          0
Other Sr. Pref. (Hold Co.)     19,414      20,579      21,744      22,909      24,073      25,238      26,403     27,568     28,733
Jr. Conv. Pref. (Hold Co.)   $ 45,500    $ 48,913    $ 52,325    $ 55,738    $ 59,150    $ 62,563    $ 65,975   $ 69,388   $ 72,800
Common Stk. (Hold Co.)        (94,126)    (91,417)    (87,599)    (81,839)    (73,389)    (60,312)    (45,623)   (28,343)    (8,105)
                            ---------   ---------   ---------   ---------    --------    --------    --------   --------   --------
Total Equity                ($ 29,212)  ($ 21,925)  ($ 13,531)  ($  3,193)   $  9,835    $ 27,488    $ 46,755   $ 68,613   $ 93,428
                            ---------   ---------   ---------   ---------    --------    --------    --------   --------   --------
Total Capitalization         $ 31,904    $ 33,691    $ 39,585    $ 46,423    $ 54,701    $ 66,104    $ 75,621   $ 83,229   $ 93,428
                            =========   =========   =========   =========    ========    ========    ========   ========   ========
</TABLE>

Percentage of Total Capital:

<TABLE>
<CAPTION>
                            At Close   2002     2003     2004     2005     2006    2007    2008    2009
                            --------   ----     ----     ----     ----     ----    ----    ----    ----
<S>                         <C>      <C>      <C>      <C>      <C>       <C>     <C>     <C>     <C>
Bank Revolver                 14.1%     0.0%     0.0%     0.0%     0.0%     0.0%    0.0%    0.0%    0.0%
Bank Term A                   62.7%    56.8%    42.8%    29.6%    17.0%     5.1%    0.0%    0.0%    0.0%
Bank Term B                   94.0%    88.6%    74.6%    63.0%    52.9%    43.3%   29.4%    9.6%    0.0%
Sub Debt (Hold Co.)           20.7%    19.6%    16.7%    14.3%    12.1%    10.0%    8.7%    7.9%    0.0%
                            ------   ------   ------   ------   ------    -----   -----   -----   -----
Total Debt                   191.6%   165.1%   134.2%   106.9%    82.0%    58.4%   38.2%   17.6%    0.0%

Sr. Red. Pref. (Hold Co.)      0.0%     0.0%     0.0%     0.0%     0.0%     0.0%    0.0%    0.0%    0.0%
Other Sr. Pref. (Hold Co.)    60.9%    61.1%    54.9%    49.3%    44.0%    38.2%   34.9%   33.1%   30.8%
Jr. Conv. Pref. (Hold Co.)   142.6%   145.2%   132.2%   120.1%   108.1%    94.6%   87.2%   83.4%   77.9%
Common Stk. (Hold Co.)      -295.0%  -271.3%  -221.3%  -176.3%  -134.2%   -91.2%  -60.3%  -34.1%   -8.7%
                            ------   ------   ------   ------   ------    -----   -----   -----   -----
Total Equity                 -91.6%   -65.1%   -34.2%    -6.9%    18.0%    41.6%   61.8%   82.4%  100.0%
                            ------   ------   ------   ------   ------    -----   -----   -----   -----
Total Capitalization         100.0%   100.0%   100.0%   100.0%   100.0%   100.0%  100.0%  100.0%  100.0%
                            ======   ======   ======   ======   ======    =====   =====   =====   =====
</TABLE>

                              Schedule 10.1(A)-11
<PAGE>

11. TERMINAL VALUES

<TABLE>
<CAPTION>
     8.0 x EBITDA Multiple                          2002         2003         2004         2005
----------------------------------               ---------    ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
EBITDA                                            $ 23,849     $ 24,976     $ 28,267     $ 32,442

Multiple                                             8.0 x        8.0 x        8.0 x        8.0 x
                                                 ---------    ---------    ---------    ---------
Enterprise Value                                  $190,792     $199,808     $226,136     $259,536

Less: Debt                                       ($ 55,616)   ($ 53,116)   ($ 49,616)   ($ 44,866)
Convertible Pref.                                  (45,500)     (45,500)     (45,500)     (45,500)
Acc. Dividends                                      (3,413)      (6,825)     (10,238)     (13,650)
Less: Sr. Red. Pref. (Hold Co.)                          0            0            0            0
Less: Other Sr. Pref. (Hold Co.                    (20,579)     (21,744)     (22,909)     (24,073)
Plus: Conversion                                    45,500       45,500       45,500       45,500
Add: Cash                                            3,249        8,431       14,308       22,949

                                                 ---------    ---------    ---------    ---------
Common Equity Value                               $114,434     $126,554     $157,682     $199,895
                                                 =========    =========    =========    =========
</TABLE>

<TABLE>
<CAPTION>
     8.0 x EBITDA Multiple                          2006         2007         2008         2009
----------------------------------               ---------    ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
EBITDA                                            $ 39,553     $ 42,908     $ 46,211     $ 48,994

Multiple                                             8.0 x        8.0 x        8.0 x        8.0 x
                                                 ---------    ---------    ---------     --------
Enterprise Value                                  $316,424     $343,266     $369,688     $391,949

Less: Debt                                       ($ 38,616)   ($ 28,866)   ($ 14,616)    $      0
Convertible Pref.                                  (45,500)     (45,500)     (45,500)     (45,500)
Acc. Dividends                                     (17,063)     (20,475)     (23,888)     (27,300)
Less: Sr. Red. Pref. (Hold Co.)                          0            0            0            0
Less: Other Sr. Pref. (Hold Co.                    (25,238)     (26,403)     (27,568)     (28,733)
Plus: Conversion                                    45,500       45,500       45,500       45,500
Add: Cash                                           34,555       45,646       54,913       66,265

                                                 ---------    ---------    ---------     --------
Common Equity Value                               $270,063     $313,168     $358,529     $402,181
                                                 =========    =========    =========     ========
</TABLE>

<TABLE>
<CAPTION>
     9.0 x EBITDA Multiple                          2002         2003        2004          2005
----------------------------------               ---------    ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
EBITDA                                            $ 23,849     $ 24,976     $ 28,267     $ 32,442

Multiple                                             9.0 x        9.0 x        9.0 x        9.0 x
                                                 ---------    ---------    ---------    ---------
Enterprise Value                                  $214,641     $224,784     $254,403     $291,978

Less: Debt                                       ($ 55,616)   ($ 53,116)   ($ 49,616)   ($ 44,866)
Convertible Pref.                                  (45,500)     (45,500)     (45,500)     (45,500)
Acc. Dividends                                      (3,413)      (6,825)     (10,238)     (13,650)
Less: Sr. Red. Pref. (Hold Co.)                          0            0            0            0
Less: Other Sr. Pref. (Hold Co.                    (20,579)     (21,744)     (22,909)     (24,073)
Plus: Conversion                                    45,500       45,500       45,500       45,500
Add: Cash                                            3,249        8,431       14,308       22,949
                                                 ---------    ---------    ---------    ---------
Common Equity Value                               $138,283     $151,530     $185,949     $232,337
                                                 =========    =========    =========    =========
</TABLE>

<TABLE>
<CAPTION>
     9.0 x EBITDA Multiple                          2006         2007        2008          2009
----------------------------------               ---------    ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
EBITDA                                            $ 39,553     $ 42,908     $ 46,211     $ 48,994

Multiple                                             9.0 x        9.0 x        9.0 x        9.0 x
                                                 ---------    ---------    ---------     --------
Enterprise Value                                  $355,977     $386,175     $415,899     $440,943

Less: Debt                                        ($38,616)   ($ 28,866)   ($ 14,616)    $      0
Convertible Pref.                                  (45,500)     (45,500)     (45,500)     (45,500)
Acc. Dividends                                     (17,063)     (20,475)     (23,888)     (27,300)
Less: Sr. Red. Pref. (Hold Co.)                          0            0            0            0
Less: Other Sr. Pref. (Hold Co.                    (25,238)     (26,403)     (27,568)     (28,733)
Plus: Conversion                                    45,500       45,500       45,500       45,500
Add: Cash                                           34,555       45,646       54,913       66,265
                                                 ---------    ---------    ---------     --------
Common Equity Value                               $309,616     $356,077     $404,740     $451,175
                                                 =========    =========    =========     ========
</TABLE>

<TABLE>
<CAPTION>
     10.0 x EBITDA Multiple                         2002         2003        2004          2005
----------------------------------               ---------    ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
EBITDA                                            $ 23,849     $ 24,976     $ 28,267     $ 32,442

Multiple                                            10.0 x       10.0 x       10.0 x       10.0 x
                                                 ---------    ---------    ---------    ---------
Enterprise Value                                  $238,490     $249,760     $282,670     $324,420

Less: Debt                                       ($ 55,616)   ($ 53,116)   ($ 49,616)   ($ 44,866)
Convertible Pref.                                  (45,500)     (45,500)     (45,500)     (45,500)
Acc. Dividends                                      (3,413)      (6,825)     (10,238)     (13,650)
Less: Sr. Red. Pref. (Hold Co.)                          0            0            0            0
Less: Other Sr. Pref. (Hold Co.                    (20,579)     (21,744)     (22,909)     (24,073)
Plus: Conversion                                    45,500       45,500       45,500       45,500
Add: Cash                                            3,249        8,431       14,308       22,949
                                                 ---------    ---------    ---------    ---------
Common Equity Value                               $162,132     $176,506     $214,216     $264,779
                                                 =========    =========    =========    =========
</TABLE>

<TABLE>
<CAPTION>
     10.0 x EBITDA Multiple                         2006         2007         2008         2009
----------------------------------               ---------    ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
EBITDA                                            $ 39,553     $ 42,908     $ 46,211     $ 48,994

Multiple                                            10.0 x       10.0 x       10.0 x       10.0 x
                                                 ---------    ---------    ---------     --------
Enterprise Value                                  $395,530     $429,083     $462,110     $489,936

Less: Debt                                       ($ 38,616)   ($ 28,866)   ($ 14,616)    $      0
Convertible Pref.                                  (45,500)     (45,500)     (45,500)     (45,500)
Acc. Dividends                                     (17,063)     (20,475)     (23,888)     (27,300)
Less: Sr. Red. Pref. (Hold Co.)                          0            0            0            0
Less: Other Sr. Pref. (Hold Co.                    (25,238)     (26,403)     (27,568)     (28,733)
Plus: Conversion                                    45,500       45,500       45,500       45,500
Add: Cash                                           34,555       45,646       54,913       66,265
                                                 ---------    ---------    ---------     --------
Common Equity Value                               $349,169     $398,985     $450,951     $500,169
                                                 =========    =========    =========     ========
</TABLE>

                              Schedule 10.1(A)-12

<PAGE>

12. TAX CALCULATION

<TABLE>
<CAPTION>
                                                    2002         2003         2004         2005
                                                  --------     --------     --------     -------
<S>                                               <C>          <C>          <C>          <C>
Pre-Tax Income                                    $ 11,926     $ 13,739     $ 16,919     $ 21,322
Add: Intangible Amortization                             0            0            0            0
Add: Existing Intangible Amortization                    0            0            0            0
Add: Step-Up Depreciation                                0            0            0            0
                                                  --------     --------     --------     --------
Taxable Earnings                                  $ 11,926     $ 13,739     $ 16,919     $ 21,322
Less: Deductible Intangible Amortization                 0            0            0            0
                                                  --------     --------     --------     --------
                                                  $ 11,926     $ 13,739     $ 16,919     $ 21,322

Beginning NOL (1)                                 $      0     $      0     $      0     $      0
Use of NOL                                               0            0            0            0
Contribution to NOL                                      0            0            0            0
Ending NOL                                               0            0            0            0
                                                  --------     --------     --------     --------
After NOL Taxable Earnings                        $ 11,926     $ 13,739     $ 16,919     $ 21,322

States Taxes @           6.00%                    $    716     $    824     $  1,015     $  1,279
Federal Taxes @         35.00%                       3,924        4,520        5,566        7,015
                                                  --------     --------     --------     --------
   Total Taxes                                    $  4,639     $  5,345     $  6,582     $  8,294
                                                  ========     ========     ========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                    2006          2007         2008          2009
                                                  --------      -------      -------       -------
<S>                                               <C>           <C>          <C>           <C>
Pre-Tax Income                                    $ 28,893      $31,534      $35,773       $40,614
Add: Intangible Amortization                             0            0            0             0
Add: Existing Intangible Amortization                    0            0            0             0
Add: Step-Up Depreciation                                0            0            0             0
                                                  --------      -------      -------       -------
Taxable Earnings                                  $ 28,893      $31,534      $35,773       $40,614
Less: Deductible Intangible Amortization                 0            0            0             0
                                                  --------      -------      -------       -------
                                                  $ 28,893      $31,534      $35,773       $40,614

Beginning NOL (1)                                 $      0      $     0      $     0       $     0
Use of NOL                                               0            0            0             0
Contribution to NOL                                      0            0            0             0
Ending NOL                                               0            0            0             0
                                                  --------      -------      -------       -------
After NOL Taxable Earnings                        $ 28,893      $31,534      $35,773       $40,614

States Taxes @           6.00%                    $  1,734      $ 1,892      $ 2,146       $ 2,437
Federal Taxes @         35.00%                       9,506       10,375       11,769        13,362
                                                  --------      -------      -------       -------
   Total Taxes                                    $ 11,239      $12,267      $13,916       $15,799
                                                  ========      =======      =======       =======
</TABLE>

-----------------
(1) As of 9/30/01, the Company had a NOL of $8.3 million. However, for purposes
       of this analysis, usage of this NOL has been excluded.

                              Schedule 10.1(A)-13
<PAGE>

                                SCHEDULE 10.1(B)

                       SEPTEMBER 1999 CAPITAL CONTRIBUTION

<TABLE>
<CAPTION>
               STOCKHOLDER                                            CONTRIBUTION
                                                                      ------------
<S>                                                                   <C>
Whites' Family Company LLC                                              156.87944
John C. White
Robert D. Hartman                                                       143.51712
Robert D. Hartman and Janice W. Hartman, Trustees
Hartman Investments Limited Partnership
Jeffrey Muecke                                                           31.65980
Kimberly Riordan
Paul C. Riordan
Sharon Morrison
Roger Speer                                                               9.89540
Joseph Cutler                                                             8.31140
Randall Smith                                                             8.31140
Phillip C. Christner                                                      7.91540
James Gleeson                                                             7.91540
Sherrell Smith                                                            6.33140
Randal Whitman                                                            3.97100
Thomas Nelmark                                                            3.97059
David K. Miller                                                           3.57435
Wendell Crabb
Sharon Gleeson                                                            1.98230
Dennis L. Hendrix                                                         1.76500
Howard A. Kosick
UTI Tax-Deferred Trust dd 2/24/97
JZEP                                                                    252.00000
UTI/TJC VOTING TRUST (b)
Leucadia Investors, Inc.                                                 63.00000
John W. Jordan, II Revocable Trust                                       39.46950
David W. Zalaznick                                                       39.46950
Jonathan F. Boucher                                                      33.83100
A. Richard Caputo                                                        25.20000
Adam E. Max                                                              25.20000
The Lowden Family Trust
John R. Lowden                                                           18.90000
Douglas J. Zych                                                           3.78000
Paul Rodzevik Profit Sharing Plan & Trust                                 2.52000
James E. Jordan Jr. Profit Sharing Plan & Trust                           0.63000
                                                                        ---------
TOTALS                                                                  900.00000
                                                                        =========
</TABLE>

                                Schedule 10.1(B)

<PAGE>

<TABLE>
                                                                   PREFERRED
STOCKHOLDER                                                        SERIES C
---------------                                                    ----------
<S>                                                              <C>
                  UTI SHAREHOLDERS

Whites' Family Company  LLC                                          732.10420
John C. White
                                                                 -------------
                     TOTAL WHITE                                     732.10420
                                                                 -------------
Robert D. Hartman                                                    540.33034
                                                                 -------------
                    TOTAL HARTMAN                                    540.33034
                                                                 -------------
Jeffrey Muecke                                                               -
Kimberly Riordan                                                             -
Paul C. Riordan                                                              -
Sharon Morrison                                                              -
Roger Speer                                                           26.27171
Joseph Cutler                                                         25.62888
Randall Smith                                                                -
Phillip C. Christner                                                   9.93851
James Gleeson                                                                -
Sherrell Smith                                                        10.77974
Randal Whitman                                                               -
Thomas Nelmark                                                         4.02941
David K. Miller                                                       16.67700
Wendell Crabb                                                                -
Sharon Gleeson                                                         9.25074
Dennis L. Hendrix                                                      8.23500
Howard A. Kosick                                                             -
UTI Tax-Deferred Trust dd 2/24/99                                    464.75447
                                                                 -------------
       TOTAL UTI SHARES INCL. WHITE & HARTMAN                      1,848.00000
                                                                 -------------

              THE JORDAN COMPANY & JZEP
JZEP Preferred Holdings Limited                                    1,176.00000
JZEP
UTI/TJC Voting Trust
Jordan Industries, Inc.                                            1,176.00000
                                                                 -------------
                  TOTAL TJC & JZEP                                 2,352.00000
                                                                 -------------

                                                                 -------------
TOTAL                                                              4,200.00000
                                                                 =============
</TABLE>

                               Schedule 10.1(B)-2
<PAGE>

                                                               EXECUTION VERSION

                     AMENDMENT NO. 1 TO SECOND AMENDMENT AND
                         RESTATEMENT OF CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of September __, 2002 (this "AMENDMENT"), to the
SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT, dated as of March 29, 2002
(the "ORIGINAL CREDIT AGREEMENT"), among UTI HOLDINGS, INC., an Arizona
corporation, as Borrower ("BORROWER") and UNIVERSAL TECHNICAL INSTITUTE, INC., a
Delaware corporation, as Parent ("HOLDINGS"), the lenders signatory thereto from
time to time (the "LENDERS"), HELLER FINANCIAL, INC., a Delaware corporation (in
its individual capacity, "HELLER"), for itself as a Lender and as Agent for the
Lenders (the "AGENT"). Terms defined in the Original Credit Agreement and not
otherwise defined herein shall have the meanings assigned thereto in the
Original Credit Agreement.

                              PRELIMINARY STATEMENT

(1)      Borrower and Holdings have requested that the Lenders agree to amend
         the Original Credit Agreement to allow Borrower and Holdings to
         guarantee the obligations of Institution Subsidiaries under certain
         operating leases entered into in the ordinary course of business by
         such Institution Subsidiaries; and

(2)      The Lenders are willing to agree to so amend the Original Credit
         Agreement but only on and subject to the terms and conditions provided
         herein;

NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), Borrower, Holdings and the Lenders hereby agree as follows:

(1)      Subject to the satisfaction of the conditions set forth in Section 2
         hereof, Section 3.4 of the Original Credit Agreement shall be and
         hereby is amended as follows:

         (a)      the word "and" is hereby deleted from the end of clause (M);

         (b)      the period at the end of clause (N) is hereby replaced with ";
                  and"; and

         (c)      the following shall be added as clause (O):

                  "(O)     arising from any guarantee by Borrower or Holdings of
                           the obligations of an Institution Subsidiary under
                           any operating lease of premises constituting a campus
                           operated by such Institution Subsidiary entered into
                           in the ordinary course of business by such
                           Institution Subsidiary."

(2)      The foregoing amendments contained in this Amendment shall become
         effective (the "EFFECTIVE DATE") upon the satisfaction in full of the
         following conditions:

         (a)      this Amendment shall have been executed and delivered by each
                  of the Requisite Lenders, Borrower and Holdings;

<PAGE>

         (b)      each Person who has guaranteed the Obligations shall have
                  executed a consent to this Amendment in the form provided
                  below;

         (c)      there shall be continuing no Default or Event of Default
                  (after giving effect to the amendments contemplated by this
                  Amendment); and

         (d)      all representations and warranties of the Borrower contained
                  in this Amendment and in the Original Credit Agreement shall
                  be true and correct in all material respects as of the date
                  hereof and as of the Effective Date, except to the extent such
                  representations and warranties relate to a specific date.

(3)      Each of Borrower and Holdings hereby represents and warrants as
         follows:

         (a)      this Amendment has been duly authorized and executed by each
                  such Person, and the Original Credit Agreement, as amended by
                  this Amendment, is the legal, valid and binding obligation of
                  each such Person, enforceable in accordance with its terms,
                  except as such enforceability may be limited by applicable
                  bankruptcy, moratorium and similar laws affecting the rights
                  of creditors in general; and

         (b)      each of Borrower and Holdings repeats and restates the
                  representations and warranties made by it and contained in the
                  Original Credit Agreement as of the date of this Amendment and
                  as of the Effective Date, except to the extent such
                  representations and warranties relate to a specific date.

(4)      This Amendment is being delivered in the State of New York and shall be
         a contract made under and governed by the laws of the State of New York
         applicable to contracts made and to be wholly performed within the
         State of New York.

(5)      Each of Borrower and Holdings hereby ratify and confirm the Original
         Credit Agreement as amended hereby, and agree that, as amended hereby,
         the Original Credit Agreement remains in full force and effect.

(6)      Each of Borrower and Holdings agree that all Loan Documents to which
         each such Person is a party remain in full force and effect
         notwithstanding the execution and delivery of this Amendment.

(7)      This Amendment may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed an original, but all of such counterparts together shall
         constitute but one and the same instrument. Delivery of an executed
         counterpart hereof by facsimile shall be as effective as delivery of a
         manually executed counterpart hereof.

(8)      All references in the Loan Documents to the "Credit Agreement" and in
         the Original Credit Agreement as amended hereby to "this Agreement,"
         "hereof," "herein" or the like shall mean and refer to the Original
         Credit Agreement as amended by this Amendment (as well as by all
         subsequent amendments, restatements, modifications and supplements
         thereto).

                                      -2-

<PAGE>

IN WITNESS WHEREOF, this Amendment No. 1 to the Second Amendment and Restatement
of Credit Agreement has been duly executed as of the date first written above.

UTI HOLDINGS, INC.,
as Borrower

By:_________________________
   Name
   Title:

UNIVERSAL TECHNICAL INSTITUTE, INC.,
as Parent

By:_________________________
   Name
   Title:

HELLER FINANCIAL, INC.,
as Agent and Lender

By:_________________________
   Name
   Title:

ANTARES CAPITAL CORPORATION,
as Lender

By:_________________________
   Name
   Title:

THE ROYAL BANK OF SCOTLAND PLC,
as Lender

By:_________________________
   Name
   Title:

                                      -3-

<PAGE>

JPMORGAN CHASE BANK,
AS TRUSTEE OF THE ANTARES FUNDING TRUST
CREATED UNDER A TRUST AGREEMENT DATED AS OF
NOVEMBER 30, 1999,
as Lender

By:_________________________
   Name
   Title:

MARINER CDO 2002, LTD.,
as Lender

By:_________________________
   Name
   Title:

Each of the undersigned hereby consents to the execution and delivery by
Borrower and Holdings of the foregoing Amendment No. 1 and agrees that each Loan
Document to which it is a party remains in full force and effect and that such
execution and delivery is not a defense to the obligations of the undersigned
under any such Loan Document.

CUSTOM TRAINING GROUP, INC.                        CLINTON EDUCATION GROUP, INC.

By:_________________________                       By:__________________________
Name                                               Name
Title:                                             Title:

                                      -4-
<PAGE>

                                                                  EXECUTION COPY

                     AMENDMENT NO. 2 TO SECOND AMENDMENT AND
                         RESTATEMENT OF CREDIT AGREEMENT

AMENDMENT NO. 2, dated as of March 3, 2003 (this "AMENDMENT"), to the SECOND
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT, dated as of March 29, 2002 (as
previously amended by Amendment No. 1, dated as of September 25, 2002, the
"ORIGINAL CREDIT AGREEMENT"), among UTI HOLDINGS, INC., an Arizona corporation,
as Borrower ("BORROWER") and UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware
corporation, as Parent ("HOLDINGS"), (the lenders signatory thereto from time to
time (the "LENDERS"), HELLER FINANCIAL, INC., a Delaware corporation (in its
individual capacity, "HELLER"), for itself as a Lender and as Agent for the
Lenders (the "AGENT"). Terms defined in the Original Credit Agreement and not
otherwise defined herein shall have the meanings assigned thereto in the
Original Credit Agreement.

                              PRELIMINARY STATEMENT

(1)      Borrower and Holdings have requested that the Lenders agree to amend
         the Original Credit Agreement (a) to allow Universal Technical
         Institute of Arizona, Inc., a Delaware corporation that is an
         Institution Subsidiary, to act as lessee under an operating lease for
         the Borrower's corporate headquarters and (b) to allow Holdings to
         guarantee such obligation; and

(2)      The Lenders are willing to agree to so amend the Original Credit
         Agreement but only on and subject to the terms and conditions provided
         herein;

NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), Borrower, Holdings and the Lenders hereby agree as follows;

(1)      Subject to the satisfaction of the conditions set forth in Section 2
         hereof, the Original Credit Agreement shall be and hereby is amended as
         follows:

         (a)      Clause (O) of Section 3.4 is hereby amended and restated in
                  its entirety to read as follows:

                  "(O)     arising from any guarantee (i) by Borrower or
                           Holdings of the obligations of an Institution
                           Subsidiary under any operating lease of premises
                           constituting a campus operated by such Institution
                           Subsidiary entered into in the ordinary course of
                           business by such Institution Subsidiary and (ii) by
                           Holdings of the obligations of Arizona as lessee
                           under the operating lease for Borrower's corporate
                           headquarters located at 20410 North 19th Avenue,
                           Phoenix, Arizona 85027,";

         (b)      Section 3.10 is hereby amended by adding the following phrase
                  between the phrases "and its Subsidiaries" and "and its
                  performance from time to time" in the second sentence thereof;

<PAGE>

                  ", any assumption of a Contingent Obligation permitted under
                  Section 3.4"; and

         (c)      Section 10.1 shall be amended as follows:

                  (i)      the following defined term shall be added in its
                           correct alphabetical position:

                           "'ARIZONA' means Universal Technical Institute of
                           Arizona, Inc., a Delaware corporation that is an
                           Institution Subsidiary."; and

                  (ii)     the definition of "Institution Subsidiary" in Section
                           10.1 is hereby amended by adding the following before
                           the period at the end thereof;

                           ", except that Arizona shall constitute an
                           Institution Subsidiary notwithstanding its being the
                           lessee under the operating lease for Borrower's
                           corporate headquarters located at 20410 North 19th
                           Avenue, Phoenix, Arizona 85027".

(2)      The foregoing amendments contained in this Amendment shall become
         effective (the "EFFECTIVE DATE") upon the satisfaction in full of the
         following conditions:

         (a)      this Amendment shall have been executed and delivered by each
                  of the Requisite Lenders, Borrower and Holdings;

         (b)      each Person who has guaranteed the Obligations shall have
                  executed a consent to this Amendment in the form provided
                  below;

         (c)      there shall be continuing no Default or Event of Default
                  (after giving effect to the amendments contemplated by this
                  Amendment); and

         (d)      all representations and warranties of the Borrower contained
                  in this Amendment and in the Original Credit Agreement shall
                  be true and correct in all material respects as of the date
                  hereof and as of the Effective Date, except to the extent such
                  representations and warranties relate to a specific date.

(3)      Each of Borrower and Holdings hereby represents and warrants as
         follows:

         (a)      this Amendment has been duly authorized and executed by each
                  such Person, and the Original Credit Agreement, as amended by
                  this Amendment, is the legal, valid and binding obligation of
                  each such Person, enforceable in accordance with its terms,
                  except as such enforceability may be limited by applicable
                  bankruptcy, moratorium and similar laws affecting the rights
                  of creditors in general; and

         (b)      each of Borrower and Holdings repeats and restates the
                  representations and warranties made by it and contained in the
                  Original Credit Agreement as of the date of this Amendment and
                  as of the Effective Date, except to the extent such
                  representations and warranties relate to a specific date.

(4)      This Amendment is being delivered in the State of New York and shall be
         a contract made under and governed by the laws of the State of New York
         applicable to contracts made and to be wholly performed within the
         State of New York.

                                      -2-

<PAGE>

(5)      Each of Borrower and Holdings hereby ratify and confirm the Original
         Credit Agreement as amended hereby, and agree that, as amended hereby,
         the Original Credit Agreement remains in full force and effect.

(6)      Each of Borrower and Holdings agree that all Loan Documents to which
         each such Person is a party remain in full force and effect
         notwithstanding the execution and delivery of this Amendment.

(7)      This Amendment may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed an original, but all of such counterparts together shall
         constitute but one and the same instrument. Delivery of an executed
         counterpart hereof by facsimile shall be as effective as delivery of a
         manually executed counterpart hereof.

(8)      All references in the Loan Documents to the "Credit Agreement" and in
         the Original Credit Agreement as amended hereby to "this Agreement,"
         "hereof," "herein" or the like shall mean and refer to the Original
         Credit Agreement as amended by this Amendment (as well as by all
         subsequent amendments, restatements, modifications and supplements
         thereto).

  [Remainder of page left blank intentionally; signatures on following pages.]

                                      -3-

<PAGE>

IN WITNESS WHEREOF, this Amendment No. 2 to the Second Amendment and Restatement
of Credit Agreement has been duly executed as of the date first written above.

UTI HOLDINGS, INC.,                       UNIVERSAL TECHNICAL INSTITUTE, INC.,
as Borrower                               as Parent

/s/ Jennifer Haslip                       /s/ Jennifer Haslip
---------------------------               ---------------------------
Name JENNIFER HASLIP                      Name JENNIFER HASLIP
Title: CHIEF FINANCIAL OFFICER            Title: CHIEF FINANCIAL OFFICER

HELLER FINANCIAL, INC.,                   ANTARES CAPITAL CORPORATION,
as Agent and Lender                       as Lender

/s/ Matthew Colucci                       /s/ Tyler Lindblad
---------------------------               ---------------------------
Name MATTHEW COLUCCI                      Name TYLER LINDBLAD
Title: VICE PRESIDENT                     Title: DIRECTOR

THE ROYAL BANK OF SCOTLAND PLC,           JPMORGAN CHASE BANK,
as Lender                                 AS TRUSTEE OF THE ANTARES FUNDING
                                          TRUST CREATED UNDER A TRUST AGREEMENT
/s/ Una M. Corr                           DATED AS OF NOVEMBER 30, 1999,
---------------------------               as Lender
Name UNA M. CORR
Title: VICE PRESIDENT                     /s/ Leslie Hundley
                                          ---------------------------
MARINER CDO 2002, LTD.,                   Name LESLIE HUNDLEY
as Lender                                 Title: OFFICER

/s/ Tyler Lindblad
---------------------------
Name TYLER LINDBLAD
Title: DIRECTOR

                      SIGNATURE PAGE TO AMENDMENT NO. 2 TO
                        SECOND AMENDMENT AND RESTATEMENT
                            OF UTI CREDIT AGREEMENT

<PAGE>

Each of the undersigned hereby consents to the execution and delivery by
Borrower and Holdings of the foregoing Amendment No. 2 and agrees that each Loan
Document to which it is a party remains in full force and effect and that such
execution and delivery is not a defense to the obligations of the undersigned
under any such Loan Document.

CUSTOM TRAINING GROUP, INC.                      CLINTON EDUCATION GROUP, INC.

By: /s/ Jennifer Haslip                          By: /s/ Jennifer Haslip
    ---------------------------                      ---------------------------
Name   JENNIFER HASLIP                           Name   JENNIFER HASLIP
Title: CHIEF FINANCIAL OFFICER                   Title: CHIEF FINANCIAL OFFICER

                      SIGNATURE PAGE TO AMENDMENT NO. 2 TO
                        SECOND AMENDMENT AND RESTATEMENT
                            OF UTI CREDIT AGREEMENT

<PAGE>

                                                               EXECUTION VERSION

                     AMENDMENT NO. 3 TO SECOND AMENDMENT AND
                         RESTATEMENT OF CREDIT AGREEMENT

AMENDMENT NO. 3, dated as of July 16, 2003 (this "AMENDMENT"), to the SECOND
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT, dated as of March 29, 2002 (as
previously amended by Amendment No. 1, dated as of September 25, 2002 and
Amendment No. 2, dated as of March 3, 2003, the "CREDIT AGREEMENT"), among UTI
HOLDINGS, INC., an Arizona corporation, as Borrower ("BORROWER") and UNIVERSAL
TECHNICAL INSTITUTE, INC., a Delaware corporation, as Parent ("HOLDINGS"), the
lenders signatory thereto from time to time (the "LENDERS"), HELLER FINANCIAL,
INC., a Delaware corporation (in its individual capacity, "HELLER"), for itself
as a Lender and as Agent for the Lenders (the "AGENT"). Terms defined in the
Credit Agreement and not otherwise defined herein shall have the meanings
assigned thereto in the Credit Agreement.

                              PRELIMINARY STATEMENT

(1)      Borrower and Holdings have requested that the Lenders agree to amend
         the Credit Agreement as provided herein; and

(2)      The Lenders are willing to agree to so amend the Credit Agreement but
         only on and subject to the terms and conditions provided herein;

NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), Borrower, Holdings, Agent and the Lenders hereby agree as
follows:

(1)      Subject to the satisfaction of the conditions set forth in Section 3
         hereof, the Credit Agreement shall be and hereby is amended as follows:

         (a)      Section 1.1(B)(1) is hereby amended as follows:

                  (i)      by replacing the amount "$20,000,000" in the first
                           sentence with "$30,000,000";

                  (ii)     by replacing the amount "$10,000,000" in the second
                           sentence with "$15,000,000"; and

                  (iii)    by replacing the amount "$15,000,000" in the second
                           sentence with "$22,500,000" in lieu thereof.

         (b)      Section 1.2(A) is hereby amended by revising the Pricing Table
                  appearing therein in its entirety to read as follows:

<PAGE>

                                 "PRICING TABLE

<TABLE>
<CAPTION>
                                    BASE RATE MARGIN                      LIBOR MARGIN
                             ------------------------------    -------------------------------
                             OBLIGATIONS                          LOANS
                             OTHER THAN                         OTHER THAN
TOTAL DEBT TO TTM EBITDA     TERM LOAN B       TERM LOAN B      TERM LOAN B      TERM LOAN B
-------------------------    -----------     --------------    -------------    -------------
<S>                          <C>             <C>               <C>              <C>
> 3.00x                         2.25%             2.75%            3.50%             4.00%

> 2.50 and < or = 3.00x         2.00%             2.50%            3.25%             3.75%

> 2.00 and < or = 2.50x         1.75%             2.25%            3.00%             3.50%

> 1.50 and < or = 2.00x         1.50%             2.00%            2.75%             3.25%

< or = l.50x                    1.25%             1.75%            2.50%             3.00%"
</TABLE>

         (c)      Clause (2) of Section 1.2(B) is hereby amended in its entirety
                  to read as follows:

                  "(2) (a)until the Second Amendment and Restatement Date,
                  three-eighths of one percent (0.375%) per annum and (b) from
                  and after the Second Amendment and Restatement Date, (i)
                  one-half of one percent (0.500%) per annum when the sum
                  indicated in part (b) of clause (1) of this Section 1.2(B) is
                  50% or more of the Revolving Loan Commitment and (ii)
                  three-quarters of one percent (0.750%) per annum when such sum
                  is less than 50% of the Revolving Loan Commitment".

         (d)      Section 3.5 is hereby amended by inserting the following text
                  after the semicolon at the end of subsection (D):

                  "provided that, notwithstanding the foregoing, Holdings may,
                  on or before August 31, 2003, prepay the outstanding principal
                  amount on the Sharp Note in a single payment not to exceed
                  $7,010,660;".

         (e)      Section 4.1 is hereby amended as follows:

                  (i)      by replacing the amount "$9,000,000" in the first
                           sentence of such section with "$30,000,000"; and

                  (ii)     by replacing the amount "$3,000,000" in the second
                           sentence of such section with "$10,000,000".

         (f)      Section 4.8(H) is hereby amended by replacing the percentage
                  "70%" appearing twice therein with the percentage "60%".

         (g)      The signature pages for the following Lenders are hereby
                  amended to change the amount of each such Lenders' "Commitment
                  to make Revolving Loans" as follows:

                                       -2-
<PAGE>

                  (i)      for Heller Financial, Inc., by replacing the amount
                           $8,571,428.57 with $12,857,142.86;

                  (ii)     for Antares Capital Corporation, by replacing the
                           amount $5,714,285.71 with $8,571,428.57; and

                  (iii)    for The Royal Bank of Scotland, by replacing the
                           amount $5,714,285.71 with $8,571,428.57.

(2)      On or before the Effective Date, Borrower will prepay the Loans in an
         amount equal to $15,000,000. Borrower and Agent hereby agree, pursuant
         to Section 1.5(A) of the Credit Agreement, that all of such prepayment
         shall be applied to prepay Term Loan B against all remaining
         installments in the inverse order thereof. Borrower and Agent further
         agree that such prepayment shall be deducted from EBITDA for the
         purpose of calculating Excess Cash Flow (as calculated on Exhibit
         1.5(B)) for the fiscal year ended September 31, 2003.

(3)      The foregoing amendments contained in this Amendment shall become
         effective (the "EFFECTIVE DATE") upon the satisfaction in full of the
         following conditions:

         (a)      this Amendment shall have been executed and delivered by each
                  of the Lenders, Borrower and Holdings;

         (b)      each Person who has guaranteed the Obligations shall have
                  executed a consent to this Amendment in the form provided
                  below;

         (c)      there shall be continuing no Default or Event of Default
                  (after giving effect to the amendments contemplated by this
                  Amendment); and

         (d)      all representations and warranties of the Borrower contained
                  in this Amendment and in the Credit Agreement shall be true
                  and correct in all material respects as of the date hereof and
                  as of the Effective Date, except to the extent such
                  representations and warranties relate to a specific date.

(4)      Each of Borrower and Holdings hereby represents and warrants as
         follows:

         (a)      this Amendment has been duly authorized and executed by each
                  such Person, and the Credit Agreement, as amended by this
                  Amendment, is the legal, valid and binding obligation of each
                  such Person, enforceable in accordance with its terms, except
                  as such enforceability may be limited by applicable
                  bankruptcy, moratorium and similar laws affecting the rights
                  of creditors in general;

         (b)      each of Borrower and Holdings repeats and restates the
                  representations and warranties made by it and contained in the
                  Credit Agreement as of the date of this Amendment and as of
                  the Effective Date, except to the extent such representations
                  and warranties relate to a specific date; and

         (c)      as of July 10, 2003, (i) the aggregate outstanding principal
                  balance of Term Loan A is $17,625,000, (ii) the aggregate
                  outstanding principal balance of Term Loan B is $29,625,000,
                  (iii) the aggregate outstanding principal balance of the
                  Revolving Loans is $13,600,000, which consists wholly of
                  outstanding Lender Letters of Credit (including $7,600,000 of
                  DOE Letters of Credit and $6,000,000 of Non-DOE Letters of
                  Credit).

                                       -3-
<PAGE>

                  Each of such amounts are owed by the Borrower to the Lenders
                  without defense of any kind.

(5)      This Amendment is being delivered in the State of New York and shall be
         a contract made under and governed by the laws of the State of New York
         applicable to contracts made and to be wholly performed within the
         State of New York.

(6)      Each of Borrower and Holdings hereby ratify and confirm the Credit
         Agreement as amended hereby, and agree that, as amended hereby, the
         Credit Agreement remains in full force and effect.

(7)      Each of Borrower and Holdings agree that all Loan Documents to which
         each such Person is a party remain in full force and effect
         notwithstanding the execution and delivery of this Amendment.

(8)      This Amendment may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed an original, but all of such counterparts together shall
         constitute but one and the same instrument. Delivery of an executed
         counterpart hereof by facsimile shall be as effective as delivery of a
         manually executed counterpart hereof.

(9)      All references in the Loan Documents to the "Credit Agreement" and in
         the Credit Agreement as amended hereby to "this Agreement," "hereof,"
         "herein" or the like shall mean and refer to the Credit Agreement as
         amended by this Amendment (as well as by all subsequent amendments,
         restatements, modifications and supplements thereto).

  [Remainder of page left blank intentionally; signatures on following pages.]

                                       -4-

<PAGE>

IN WITNESS WHEREOF, this Amendment No. 3 to the Second Amendment and Restatement
of Credit Agreement has been duly executed as of the date first written above.

UTI HOLDINGS, INC.,                      UNIVERSAL TECHNICAL INSTITUTE, INC.,
as Borrower                              as Parent

/s/ Jennifer Haslip                      /s/ Jennifer Haslip
---------------------------              ---------------------------
Name JENNIFER HASLIP                     Name JENNIFER HASLIP
Title: CFO, SECRETARY                    Title: CFO, SECRETARY

HELLER FINANCIAL, INC.,                  ANTARES CAPITAL CORPORATION,
as Agent and Lender                      as Lender

/s/ Luis Acosta                          /s/ Tyler W. Lindblad
---------------------------              ---------------------------
Name LUIS ACOSTA                         Name TYLER W. LINDBLAD
Title: MD                                Title: DIRECTOR

THE ROYAL BANK OF SCOTLAND PLC,          JPMORGAN CHASE BANK,
as Lender                                AS TRUSTEE OF THE ANTARES FUNDING TRUST
                                         CREATED UNDER A TRUST AGREEMENT DATED
/s/ Una M. Corr                          AS OF NOVEMBER 30, 1999,
---------------------------              as Lender
Name UNA M. CORR
Title: VICE PRESIDENT                    /s/ Leslie Hundley
                                         ---------------------------
MARINER CDO 2002, LTD.,                  Name LESLIE HUNDLEY
as Lender                                Title: OFFICER

/s/ Tyler W. Lindblad
---------------------------
Name TYLER W. LINDBLAD
Title: DIRECTOR

                      SIGNATURE PAGE TO AMENDMENT NO. 3 TO
                        SECOND AMENDMENT AND RESTATEMENT
                            OF UTI CREDIT AGREEMENT

<PAGE>

Each of the undersigned hereby consents to the execution and delivery by
Borrower and Holdings of the foregoing Amendment No. 3 and agrees that each Loan
Document to which it is a party remains in full force and effect and that such
execution and delivery is not a defense to the obligations of the undersigned
under any such Loan Document.

CUSTOM TRAINING GROUP, INC.                  CLINTON EDUCATION GROUP, INC.

By: /s/ Jennifer Haslip                      By: /s/ Jennifer Haslip
    ---------------------------                  ---------------------------
Name JENNIFER HASLIP                         Name JENNIFER HASLIP
Title: CFO, SECRETARY                        Title: CFO, SECRETARY

                      SIGNATURE PAGE TO AMENDMENT NO. 3 TO
                        SECOND AMENDMENT AND RESTATEMENT
                            OF UTI CREDIT AGREEMENT