Exhibit 10.3


 


NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This Ninth Amendment to
Loan and Security Agreement (this “Amendment”) is entered into as of May 1,
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 and that certain Eighth Amendment to Loan and Security
Agreement dated as of October 3, 2008 (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.                                       The following defined term in Section 1.1
of the Agreement hereby is amended and restated as follows:


 


“Letter of Credit
Sublimit” means a sublimit for Letters of Credit under the Revolving Line not
to exceed Fifteen Million Dollars ($15,000,000).


 


2.                                       Bank hereby waives Borrowers’ failure to
comply with Section 2.1(d)(iii) of the Agreement solely for the
period beginning January 1, 2009 and ending on the date of this Amendment,
and solely with respect to the outstanding and undrawn amounts of Borrowers’
Letters of Credit exceeding the Letter of Credit Sublimit then in effect.


 


3.                                       All references in the Loan Documents
(except the Warrant) to Bank’s address at 75 East Trimble Road, M/C 4770, San
Jose, California 95131, Attn: Manager shall mean and refer to 39200 Six Mile
Road, M/C 7578, Livonia, Michigan 48152, Attn: National Documentation
Services.  The reference in the Warrant
to Bank’s address(es) shall mean and refer to Comerica Ventures Incorporated,
Attn: Warrant Administrator, 1717 Main Street, 5th Floor, MC 6406, Dallas,
Texas 75201, Facsimile No. (214) 462-4459.


 


4.                                       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.


 

















 


5.                                       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.


 


6.                                       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.


 


7.                                       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 Five
Hundred Dollars ($500), which may be debited from any of Borrowers’ 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.


 


8.                                       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]


 


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


 


 


	
   

  	
  BRIDGEPOINT
  EDUCATION, INC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Devine

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRIDGEPOINT
  EDUCATION REAL ESTATE HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Devine

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Park

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VP

  



 


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


 


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