Exhibit 10.8


 


 






 


First
Amendment, Waiver and Ratification


 


dated as of December 12, 2014


 


Among


 


Pcs
Link, Inc. d/b/a Greenwood & Hall,


 


as the Borrower,


 


Greenwood
Hall, Inc. ,


 


as the Guarantor,


 


and


 


Opus
Bank


 


as Bank


 





 



  


Re Amended and Restated Credit Agreement dated
as of July 18, 2014


 





 



 






    	 



    	 



    

 





First
Amendment, Waiver and Ratification


 


This
First Amendment, Waiver and Ratification dated as of December 12, 2014 (this “Amendment” ) is by and
among (a) PCS Link, Inc.
d/b/a Greenwood & Hall, a California corporation (the “Borrower”
), (b) Greenwood Hall, Inc. , a Nevada corporation (the “Guarantor”
and together with the Borrower, the “Credit Parties” ), and (c) Opus
Bank , a California commercial bank, as Bank ( “Bank” ). All capitalized terms used herein
without definition shall have the same meanings herein as such terms are defined in the below defined Loan Agreement.


 


Witnesseth:


 


Whereas,
the Credit Parties and Bank entered into that certain Amended and Restated Credit Agreement dated as of July 18, 2014 (as amended,
the “Loan Agreement” ).


 


Whereas,
the parties hereto wish to (a) amend the financial covenants contained in Section 6.3 of the Loan Agreement, (b) amend the requirements
for extensions of credit under Facility B, and the required use of the proceeds thereunder, pursuant to Section 2.3 of the Loan
Agreement and (c) waive certain Events of Default relating to the Credit Parties’ failure to comply with certain Financial
Covenants contained in Section 6.3 of the Loan Agreement, provided that certain conditions are met by the Credit Parties.


 


Whereas
, concurrently herewith, the parties hereto are entering into that certain Omnibus Amendment, Reaffirmation and
Ratification with California United Bank and Colgan to, among other things, permit certain payments to California United Bank
and Colgan, as described therein.


 


Now,
Therefore , in consideration of the mutual covenants
and agreements herein contained, the parties hereto agree as follows:


 


Section
1.             Amendments. From and after the Effective Date, the Loan Agreement is hereby amended as follows:


 


(a)          Section 2.3 of the Loan Agreement is hereby
amended by deleting the reference to “Section 4.3” in the first clause thereof and replacing the same in its entirety
with “Sections 4.3 and 4.4”:


 


(b)          Section 4 of the Loan Agreement is hereby
amended by inserting a new Section 4.4 at the end thereof as follows:


 


“4.4          Conditions
Precedent to Extensions of Credit after the Amendment No. 1 Effective Date. Before any extension of credit under the Line of
Credit/Facility B governed by this Agreement after the Amendment No. 1 Effective Date, whether by disbursement of a loan, or otherwise,
the Credit Parties shall provide to the Bank evidence acceptable to Bank that the Asset Coverage Ratio exceeds 1.00 to 1.00 and
can demonstrate to Bank that the Asset Coverage Ratio will remain in excess of 1.00 to 1.00 for the foreseeable future, provided
that (i) the first such extension of credit shall not occur until after December 31, 2014 and be no greater than $300,000 (which
shall be used to payoff the remaining balance of the CUB RLOC Debt pursuant to Section 2.3) and (ii) no additional extension of
credit shall occur until after all indebtedness owed by the Credit Parties to Colgan and/or California United Bank has been paid
in full. If the Bank determines that any evidence is not satisfactory to it in its sole discretion, the Bank shall be entitled
to request and receive additional information and documentation to its satisfaction prior to any such extension of credit.”


 






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(c)          Section
6.3 of the Loan Agreement is hereby amended by deleting the same in its entirety and inserting the following in lieu thereof:


 


“6.3       Financial
Covenants. Credit Parties will not:


 


A.           Senior
Funded Debt to EBITDA Ratio. permit Borrower’s ratio of (a) total Senior Funded Debt (measured quarterly for the twelve
(12) month period ending with such fiscal quarter), to (b) EBITDA to be greater than 3.00 to 1.00. For purposes of this Section
6.3, EBITDA shall be measured quarterly using (i) for the fiscal quarter ending March 31, 2015, annualized EBITDA based on actual
EBITDA for the fiscal quarter ending March 31, 2015, and (ii) for each fiscal quarter thereafter, annualized EBITDA for the immediately
preceding period of four (4) fiscal quarters.


 


Within
thirty (30) days after the close of each fiscal quarter, Credit Parties shall provide to the Bank a certificate showing the current
Senior Funded Debt to EBITDA Ratio.


 


B.           Minimum
Asset Coverage Ratio. permit the Asset Coverage Ratio (measured monthly beginning at the end of the first full month after
the Closing Date) to be less than (i) for the period beginning up to and including August 31, 2014, 0.90 to 1.00 at all times,
(ii) for the period beginning up to and including June 30, 2015, 1.00 to 1.00 at all times, and (iii) thereafter, 1.10 to 1.00
at all times.”


 


Section
2.            Waiver. From and after the Effective Date (as defined below), the Bank hereby waives any Default or Event of Default
arising under the Loan Agreement due to the failure of the Credit Parties to comply with (a) the requirements of Section 6.3A
of the Loan Agreement ( Senior Funded Debt to EBITDA Ratio ) for the fiscal quarters ending June 30, 2014 and September
30, 2014 and (b) the requirements of Section 6.3B of the Loan Agreement ( Minimum Asset Coverage Ratio ) for the months
of August 2014, September 2014 and October 2014.


 


Notwithstanding
the above waivers, such Defaults or Events of Default shall not be considered waived for the purposes of Sections 6.2L ( Distributions
) or 4.2B ( No Default) of the Loan Agreement.


 






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Section
3.            Representations and Warranties . Each Credit Party
hereby represents and warrants to Bank as follows:












 





(a)         After
giving effect to this Amendment , no Default or Event of Default has occurred and is continuing.


 


(b)         The
execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary corporate
and other action, no registration with, consent or approval of, or notice to or action by, any Person (including any governmental
authority) is required in order to be effective and enforceable.


 


(c)         This
Amendment and each of the other Loan Documents constitute the legal, valid and binding respective obligations of each Credit Party
, enforceable against it in accordance with their respective terms.


 


(d)         All
representations and warranties of each Credit Party in the Loan Documents are true and correct in all material respects as of
the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they
were true and correct in all material respects as of such earlier date).


 


(e)         Each
Credit Party is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon
Bank or any other Person.


 


(f)          Each Credit Party’s respective obligations under the Loan Agreement and under the other Loan Documents, as applicable, are
not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim.


 


Section
4. Continuing Effectiveness; Ratification of Loan Documents. Each of the Loan Documents shall remain in full force and effect
and each of the agreements , guarantees and obligations contained therein (as amended hereby) is hereby ratified and confirmed
in all respects.


 


Section
5. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same
Amendment.


 


Section
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT BANK SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.


 


Section
7. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their
respective successors and assigns, and shall inure to the benefit of the parties hereto, and their respective successors and assigns.


 






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Section 8.           Effectiveness. The amendments
and waivers set forth herein shall become effective on the date (the “Effective Date” ) when the Bank shall
have (a) executed this Amendment, (b) received counterparts of this Amendment executed by each Credit Party , (c) received, prior
to 5:00pm Pacific Standard Time on December 12, 2014, evidence that Colgan has purchased a $500,000 convertible note issued by
the Guarantor, in form and substance satisfactory to Bank and its legal counsel, and that such $500,000 has been received by the
Credit Parties and the proceeds thereof deposited into the Designated Deposit Account, (d) received, prior to 5:00pm Pacific Standard
Time on December 12, 2014, in form and substance satisfactory to Bank and its legal counsel, an executed Subscription Agreement
providing for, among other things, a $500,000 purchase of the capital stock of the Guarantor on or prior to December 31, 2014,
(d) received, on or prior to December 31, 2014, in form and substance satisfactory to Bank and its legal counsel, evidence that
the $500,000 referred to in clause (c) above has been received by the Credit Parties and the proceeds thereof deposited into the
Designated Deposit Account , and (e) received payment of all fees and expenses of Bank as required by Section 11.15 of the Loan
Agreement.


 


Section 9.           Entire Agreement. This
Amendment constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.


 


[signature pages follow]


 






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IN WITNESS WHEREOF , the parties hereto
have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first set forth above.










	 	 	 
	 	PCS Link, Inc.,
    d/b/a Greenwood & Hall
    , as the Borrower
	 	 	 
	 	By:	/s/ John Hall
	 	 	   Printed Name: John Hall
	 	 	   Its: Chief Executive Officer
	 	 	 
	 	Greenwood Hall,
    Inc., as the Guarantor
	 	 	 
	 	By:	/s/ John Hall
	 	 	   Printed Name: John Hall
	 	 	   Its: Chief Executive Officer
	 	 	 
	 	Opus Bank,
    as Bank
	 	 	 
	 	By:	/s/ Douglas Stewart
	 	 	   Printed Name: Douglas Stewart
	 	 	   Its: Managing Director – Technology Banking