Exhibit 10.1
Loan Agreement
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THIS LOAN AGREEMENT (the "Agreement"), is entered into as of Ocotober 1, 2008,
between NEW HORIZONS WORLDWIDE, INC.
(the "Borrower"), with an address at 1
West Elm Street, Suite 125, Conshohocken, PA, 19428, and PNC BANK, NATIONAL
ASSOCIATION (the "Bank"), with an address at 1600 Market Street, 22nd Floor,
Philadelphia, PA 19103.
The Borrower and the Bank, with the intent to be legally bound, agree as
follows:
1.
LOAN.
THE BANK HAS AGREED TO MAKE THE FOLLOWING CREDIT FACILITY
AVAILABLE TO THE BORROWER SUBJECT TO THE TERMS AND CONDITIONS AND IN RELIANCE
UPON THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET FORTH IN THIS
AGREEMENT:
1.1.
FACILITY.
(A)
REVOLVING LINE OF CREDIT.
(I)
COMMITMENT TO ADVANCE.
THE CREDIT FACILITY IS A COMMITTED
REVOLVING LINE OF CREDIT UNDER WHICH THE BANK WILL, FROM TIME TO TIME, MAKE
ADVANCES TO THE BORROWER AND THE BORROWER MAY BORROW, REPAY AND REBORROW DURING
THE REVOLVING LINE OF CREDIT COMMITMENT PERIOD (AS HEREINAFTER DEFINED) IN A
PRINCIPAL AMOUNT IN THE AGGREGATE AT ANY TIME OUTSTANDING NOT TO EXCEED
$6,000,000 OR SUCH LESSER AMOUNT TO THE EXTENT REDUCED BY THE BORROWER IN
ACCORDANCE WITH SECTION 1.1(B) HEREOF (THE "REVOLVING LINE OF CREDIT").
THE
"REVOLVING LINE OF CREDIT COMMITMENT PERIOD" MEANS THE PERIOD COMMENCING WITH
THE DATE HEREOF THROUGH AND INCLUDING THE EARLIER OF (A) THE EXPIRATION DATE (AS
DEFINED HEREIN), AND (B) THE DATE ON WHICH THE BANK'S COMMITMENT TO MAKE
ADVANCES UNDER THE REVOLVING LINE OF CREDIT TERMINATES UNDER THIS AGREEMENT.
THE "EXPIRATION DATE" MEANS SEPTEMBER 30, 2011, OR SUCH LATER DATE AS MAY BE
DESIGNATED BY THE BANK BY WRITTEN NOTICE TO THE BORROWER.
THE OBLIGATION OF THE
BORROWER TO REPAY THE AGGREGATE OUTSTANDING ADVANCES UNDER THE REVOLVING LINE OF
CREDIT (THE "REVOLVING ADVANCES") SHALL BE EVIDENCED BY A PROMISSORY NOTE OF THE
BORROWER (THE "NOTE").
ADVANCES UNDER THE REVOLVING LINE OF CREDIT WILL BE USED
BY THE BORROWER FOR ITS WORKING CAPITAL AND OTHER GENERAL BUSINESS PURPOSES.
(II)
INVESTMENT SWEEP.
THE REVOLVING LINE OF CREDIT WILL INCLUDE AN
INVESTMENT AND BORROWING SWEEP FEATURE ON THE TERMS AND CONDITIONS OF A WORKING
CASH®, LINE OF CREDIT, INVESTMENT SWEEP RIDER (THE "SWEEP RIDER") TO BE EXECUTED
AND DELIVERED BY THE BORROWER TO THE BANK IN FORM AND SUBSTANCE SATISFACTORY TO
THE BANK, THE TERMS OF WHICH ARE HEREBY INCORPORATED IN THIS AGREEMENT BY
REFERENCE.
THE SWEEP RIDER WILL REMAIN IN EFFECT UNTIL SUCH TIME (IF ANY) AS IT
IS TERMINATED IN ACCORDANCE WITH ITS TERMS.
(III)
LETTERS OF CREDIT.
FROM THE DATE HEREOF THROUGH THE DATE FIVE
(5) DAYS PRIOR TO THE EXPIRATION DATE, THE BORROWER MAY REQUEST THAT THE BANK,
IN LIEU OF, OR IN COMBINATION WITH, CASH ADVANCES, ISSUE STANDBY LETTERS OF
CREDIT (INDIVIDUALLY, A "LETTER OF CREDIT" AND COLLECTIVELY, THE "LETTERS OF
CREDIT") UNDER THE REVOLVING LINE OF CREDIT WITH NO SUCH LETTER OF CREDIT HAVING
AN EXPIRATION DATE LATER THAN TWELVE (12) MONTHS FROM THE DATE OF ISSUANCE;
PROVIDED, HOWEVER, AT NO TIME SHALL THE AGGREGATE