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 D
