Exhibit
10.4


 


TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This
Tenth Amendment to Loan and Security Agreement (this “Amendment”) is entered
into as of June 22, 2009, by and between COMERICA BANK (“Bank”) and
BRIDGEPOINT EDUCATION, INC. and BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC
(each, a “Borrower” and collectively, “Borrowers”).


 


RECITALS


 


Borrowers
and Bank are parties to that certain Loan and Security Agreement dated as of April 12,
2004, as amended from time to time, including but not limited to that certain
First Amendment to Loan and Security Agreement dated as of March 9, 2005,
that certain Second Amendment to Loan and Security Agreement dated as of June 13,
2006, that certain Third Amendment to Loan and Security Agreement dated as of January 11,
2007, that certain Fourth Amendment to Loan and Security Agreement dated as of March 12,
2007, that certain Fifth Amendment to Loan and Security Agreement dated as of October 1,
2007, that certain Sixth Amendment to Loan and Security Agreement dated as of March 9,
2008, that certain Seventh Amendment to Loan and Security Agreement dated as of
June 12, 2008, that certain Eighth Amendment to Loan and Security
Agreement dated as of October 3, 2008 and that certain Ninth Amendment to
Loan and Security Agreement dated as of May 1, 2009 (collectively, the
“Agreement”).  The parties desire to
amend the Agreement in accordance with the terms of this Amendment.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             Section 6.12 of the
Agreement hereby is amended and restated in its entirety to read as follows:


 


“6.12
Accounts.  Subject to Section 6.8
hereof, Borrowers may maintain accounts at financial institutions outside of
Bank, provided that such accounts are subject to account control agreements in
favor of Bank and in form and content reasonably acceptable to Bank.”


 


2.             No course of dealing on the
part of Bank or its officers, nor any failure or delay in the exercise of any
right by Bank, shall operate as a waiver thereof, and any single or partial
exercise of any such right shall not preclude any later exercise of any such
right.  Bank’s failure at any time to
require strict performance by a Borrower of any provision shall not affect any
right of Bank thereafter to demand strict compliance and performance.  Any suspension or waiver of a right must be
in writing signed by an officer of Bank.


 


3.             Unless otherwise defined,
all initially capitalized terms in this Amendment shall be as defined in the
Agreement.  The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects.  Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a
waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Agreement, as in effect prior to the date hereof.


 

















 


4.             Each Borrower represents and
warrants that the Representations and Warranties contained in the Agreement are
true and correct as of the date of this Amendment, and that no Event of Default
has occurred and is continuing.


 


5.             As a condition to the
effectiveness of this Amendment, Bank shall have received, in form and
substance satisfactory to Bank, the following:


 


(a)           this Amendment, duly
executed by each Borrower;


 


(b)           an amendment fee in the
amount of Two Hundred Fifty Dollars ($250), which may be debited from any of
Borrower’s accounts;


 


(c)           all reasonable Bank Expenses
incurred through the date of this Amendment, which may be debited from any of
Borrowers’ accounts; and


 


(d)           such other documents, and
completion of such other matters, as Bank may reasonably deem necessary or
appropriate.


 


6.             This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument.


 


[Balance of Page Intentionally
Left Blank]


 


2

















 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.


 


 


	
   

  	
  BRIDGEPOINT
  EDUCATION, INC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dan Devine

  
	
   

  	
   

  	
  Dan
  Devine

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRIDGEPOINT
  EDUCATION REAL ESTATE HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dan Devine

  
	
   

  	
   

  	
  Dan
  Devine

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Greg Park

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:  

  	
  VP

  



 


 


[Signature Page to
Tenth Amendment to Loan and Security Agreement]