EXHIBIT 10.2
FIRSTAMENDMENT
Dated as ofJanuary 22, 2020
to the
AMENDED AND RESTATED
REVOLVINGPROMISSORY NOTE ANDSECURITY AGREEMENT
Dated as ofNovember 5, 2018
ThisFIRST AMENDMENT TO THE AMENDED AND RESTATEDREVOLVING PROMISSORY NOTE ANDSECURITY AGREEMENT (this “Amendment”), dated as ofJanuary 22, 2020, is entered into by and amongASPEN GROUP, INC, as maker (the “Maker”),UNITED STATES UNIVERSITY, INC. (“USU”) andASPEN UNIVERSITY INC. (“AUI” and, together withUSU, the “Subsidiaries”), and __________________, as payee (the “Payee”).
RECITALS
WHEREAS, the parties hereto have entered into that certainAmended and RestatedRevolving Promissory Note and Security Agreement dated as ofNovember 5, 2018 (as further amended, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”); and
WHEREAS, the parties hereto wish to make certain changes to theRevolving Credit Agreement to the definition ofPermitted Indebtedness.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in theRevolving Credit Agreement, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as defined intheRevolving Credit Agreement.
SECTION 2. Changes to theRevolving Credit Agreement. Effective as of the date hereof, theRevolving Credit Agreement is hereby amended as follows:
2.1.
Clauses (x) and(y) in the definition of “Permitted Indebtedness” contained inSection (a) of theRevolving Credit Agreement are hereby amended and restated as follows:
“(x) the indebtedness evidenced by that certain amended and restated convertible promissory note and security agreement datedJanuary 22, 2020, in the face amount offive millionU.S. dollars (US$5,000,000) issued byMaker toPayee, including, without limitation, all principal thereof and accrued and unpaid interest thereon;(y) the indebtedness evidenced by that certainamended and restated convertiblepromissory note and security agreement datedJanuary 22, 2020, in the face amount offive millionU.S. dollars (US$5,000,000) issued byMaker to____________, a ___________, including, without limitation, all principal thereof and accrued and unpaid interest thereon; and”
SECTION 3. Miscellaneous.
3.1.
Reaffirmation of Security Interests. TheMaker (a) affirms that each of the security interests, liens and pledges grantedin or pursuant to theRevolving Credit Agreement are valid and subsisting, and (b) agrees that thisAmendment shall in no manner impair or otherwise adversely affect any of the security interests, liens and pledges grantedin or pursuant to theRevolving Credit Agreement.
3.2.
References to theRevolving Credit Agreement. Upon the effectiveness of thisAmendment, eachreferencein theRevolving Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to theRevolving Credit Agreement as amended hereby, and eachreference to theRevolving Credit Agreement in any other document, instrument or agreement executed and/or deliveredin connection with theRevolving Credit Agreement shall mean and be a reference to theRevolving Credit Agreement as amended hereby.
3.3.
Effect onRevolvingCredit Agreement. Except as specifically amended by thisAmendment, theRevolving Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
3.4.
No Waiver. The execution, delivery and effectiveness of thisAmendment shall not operate as a waiver of any right, power or remedy ofthePayee under theRevolving Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
3.5.
Governing Law. ThisAmendment shall be governed by, and construed and enforced in accordance with, the substantive laws of theState of New York applicable to contracts made between residents of that state, entered into and to be wholly performed within that state, notwithstanding the parties’ actual states of residence or legal domicile if outside that state and without reference to any conflict of laws or similar rules that might otherwise mandate or permit the application of the laws of any other jurisdiction.
[Signatures Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused thisAmendment to be duly executed as of the day and year first above written.
MAKER
ASPEN GROUP, INC.
By___________________________
Michael Mathews
Chairman andChief Executive Officer
SUBSIDIARIES
UNITED STATES UNIVERSITY, INC.,
aDelaware corporation
By______________________________
Michael Mathews
Chief Executive Officer
ASPEN UNIVERSITY INC.,
aDelaware corporation
By______________________________
Michael Mathews
Chief Executive Officer
Accepted and Agreed:
PAYEE:
_________________________
By______________________________
Name: __________________
Title: ____________
