EX-10.1






AMENDMENT NO. 2 AND WAIVER




THIS AMENDMENT NO. 2 AND WAIVER (this “Amendment”), dated as of February 22 , 2010, is
among HEALD REAL ESTATE, LLC, a Delaware limited liability company (the “Borrower”), HEALD
CAPITAL, LLC, a Delaware limited liability company (“Holdings”), and BANK OF AMERICA, N.A.
(the “Lender”).



W I T N E S S E T H:




WHEREAS, the Borrower, Holdings and the Lender are parties to that certain Credit Agreement,
dated as of March 24, 2009 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”);



NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:



ARTICLE I.

DEFINITIONS




Capitalized terms for which meanings are provided in the Credit Agreement (as amended hereby)
are, unless otherwise defined herein, used in this Amendment with such meanings.



ARTICLE II.

AMENDMENTS




As of the Effective Date (a) Section 6.19 of the Credit Agreement is hereby amended by
replacing the reference therein to “February 26, 2010” with a reference to “March 31, 2010” and (b)
the definition of “Amendment and Restatement” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety as follows:




“Amendment and Restatement” means an amendment and restatement of this
Agreement pursuant to which, inter alia, (i) portions of the Term Loan shall
be assigned to at least one additional lender in an aggregate amount of not less than
$8,000,000, (ii) the Borrower shall have prepaid the Term Loan in an aggregate principal
amount of not less than $7,096,855 unless a portion of the Term Loan in an aggregate amount
of not less than $7,096,855 has been assigned to an additional lender other than the lender
described in the preceding clause (i), (iii) Bank of America shall assume the role of
Administrative Agent and certain agency provisions will be added to the Credit Agreement in
accordance with market practice and (iv) certain other provisions of the CCI Credit
Agreement shall have been incorporated into the Credit Agreement.



ARTICLE III.

WAIVERS




From and after the Effective Date through March 31, 2010, the Lender hereby waives (a)
compliance by the Borrower, Holdings, Heald Education, LLC, a Delaware limited liability company
(“Heald Education”), and Heald College, LLC, a California limited liability company
(“Heald College”), with the covenants set forth in Article VI and Article VII of the Credit
Agreement, (b) any and all Defaults and Events of Default under the Credit Agreement and each of
the other Loan Documents (other than any Event of Default under subsections (a), (f), (g) or (o) of
Section 8.01 of the Credit Agreement) and (c) compliance with the mandatory prepayment requirement
under Section 2.03(b) of the Credit Agreement. On March 31, 2010, the waivers set forth herein
shall expire without any further action by any Person.



ARTICLE IV.

CONDITIONS TO EFFECTIVENESS




The amendments in Article II and the waivers in Article III shall become
effective on the date (the “Effective Date”) when the Lender shall have received
counterparts hereof executed on behalf of the Borrower and Holdings on or before February 26, 2010.



ARTICLE V.

RETENTION OF RIGHTS, ETC.




SECTION 5.1. Limitation to its Terms. This Amendment strictly shall be limited to its
terms.



SECTION 5.2. Retention of Rights. Except to the extent otherwise provided in Article
III, neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver
of (or forbearance with respect to) any present or future Default or Event of Default or as a
waiver of (or forbearance with respect to) the ability of the Lender to exercise any right, power,
and/or remedy, whether under any Loan Document and/or under any applicable law, in connection
therewith. As provided in Section 9.03 of the Credit Agreement, no failure on the part of the
Lender to exercise, and no delay in exercising, any right under the Credit Agreement shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right.



SECTION 5.3. Limited Waiver and Amendment. Without limiting the generality of Section
5.1, the waiver and amendments set forth herein shall be limited precisely as provided for herein
to the provision expressly waived and amended herein and shall not be deemed to be amendments to,
waivers of, consents to or modifications of any other term or provision of the Credit Agreement or
of any transaction or further or future action on the part of the Borrower or Holdings which would
require the consent of the Lender under the Credit Agreement.



ARTICLE VI.

MISCELLANEOUS




SECTION 6.1. Representations and Warranties. Each of the Borrower and Holdings
represents and warrants the following:




(a) the execution, delivery and performance of this Amendment have been duly authorized
by all necessary limited liability company action of the Borrower and Holdings, and do not
and will not conflict with or result in any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which the Borrower, Holdings or their
respective property is subject, and this Amendment constitutes a legal, valid and binding
obligation of the Borrower and Holdings, enforceable against the Borrower and Holdings in
accordance with its terms, except as enforcement may be limited by (i) applicable Debtor
Relief Laws and (ii) the application of general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law); and




(b) the execution, delivery and performance by the Borrower and Holdings of this
Amendment do not and will not (i) conflict with or result in any breach or contravention of,
or the creation of any Lien under, any material Contractual Obligation to which the Borrower
or Holdings, as applicable, is a party or affecting the Borrower, Holdings or the properties
of the Borrower, Holdings or any of their respective Subsidiaries, (ii) violate any Law, or
(iii) contravene the terms of any of the Borrower’s or Holdings’ Organization Documents.



SECTION 6.2. Loan Document. This Amendment is a Loan Document and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with all
of the terms and provisions of the Credit Agreement.



SECTION 6.3. Reaffirmation of Obligations. The Borrower and Holdings hereby
acknowledge that the Loan Documents and the Obligations constitute the valid and binding
Obligations of the Borrower and Holdings enforceable against the Borrower and Holdings in
accordance with their respective terms, and the Borrower and Holdings hereby reaffirm their
respective Obligations under the Loan Documents. The Lender’s entry into this Amendment or any of
the documents referenced herein, the Lender’s negotiations with any party with respect to any Loan
Document, the Lender’s acceptance of any payment from the Borrower, Holdings, any Guarantor or any
other party of any payments made to the Lender prior to the date hereof, or any other action or
failure to act on the part of the Lender shall not constitute (a) a modification of any Loan
Document (except as expressly amended, consented or waived hereby) or (b) a waiver of any Default
or Event of Default under the Loan Documents, or a waiver of any term or provision of any Loan
Document (except as expressly amended, consented or waived hereby).



SECTION 6.4. Estoppel. To induce the Lender to enter into this Amendment, each of the
Borrower and Holdings hereby acknowledges and agrees that there exists no right of offset, defense,
counterclaim or objection in favor of the Borrower or Holdings as against the Lender with respect
to the Obligations.



SECTION 6.5. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assigns.



SECTION 6.6. Execution in Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be an original and all of which shall
constitute together but one and the same agreement.



SECTION 6.7. Integration. This Amendment represents the agreement of the Borrower,
Holdings and the Lender with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.



SECTION 6.8. Governing Law and Waiver of Jury Trial. Without limiting the generality
of Section 6.2 hereof, the terms of Sections 9.13 (Governing Law; Jurisdiction; Etc.), 9.14 (Waiver
of Jury Trial) and 9.15 (California Judicial Reference) of the Credit Agreement are incorporated
herein as though set forth in full.



IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of
the date first above written.



	 
	HEALD REAL ESTATE, LLC,

a Delaware limited liability company








By: /s/ Robert C. Owen

Name: Robert C. Owen

Title: Treasurer and Asst. Secretary




	 
	HEALD CAPITAL, LLC,

a Delaware limited liability company








By: /s/ Robert C. Owen

Name: Robert C. Owen

Title: Treasurer and Asst. Secretary




	 
	BANK OF AMERICA, N.A.,

as the Lender








By: /s/ Karen Polak

Name: Karen Polak

Title: SVP