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CECO > SEC Filings for CECO > Form 8-K on 3-Jan-2013All Recent SEC Filings

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Form 8-K for CAREER EDUCATION CORP


3-Jan-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Bal


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 27, 2012, Career Education Corporation (the "Company") and its wholly-owned subsidiary, CEC Educational Services, LLC ("CEC-ES"), entered into an $80,000,000 revolving credit facility pursuant to a Credit Agreement (the "Credit Agreement") with BMO Harris Bank N.A. ("BMO Harris"), in its capacities as the initial lender thereunder and the administrative agent for the lenders which from time to time may be parties to the Credit Agreement. Various other domestic subsidiaries of the Company are guarantors under the Credit Agreement. The Company and CEC-ES borrowed the maximum amount of $80,000,000 under the Credit Agreement on December 27, 2012.

The revolving credit facility under the Credit Agreement is scheduled to mature on January 31, 2014. Interest and fees accruing under the Credit Agreement are payable quarterly in arrears and principal is payable at maturity. The Company and CEC-ES may prepay amounts outstanding under, or terminate, the Credit Agreement upon three or five business days' prior notice, respectively, in each case without premium or penalty. The Credit Agreement and the ancillary documents executed in connection therewith contain customary affirmative, negative and financial maintenance covenants, including limits on capital expenditures and a requirement for the borrowers to maintain cash and cash equivalents in domestic accounts of at least $75,000,000 at all times. The loans under the Credit Agreement are secured by 110% cash collateral. The agreements also contain customary representations and warranties, events of default, and rights and remedies upon the occurrence of any event of default, including rights to accelerate the debt and rights to realize upon the collateral securing the obligations under the Credit Agreement.

There is no material relationship between the Company or any of its subsidiaries or affiliates and BMO Harris, other than in respect of the Credit Agreement and certain banking relationships all entered into in the ordinary course of business.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number       Description of Exhibits

99.1         Credit Agreement dated as of December 27, 2012 among Career Education
             Corporation, CEC Educational Services, LLC, the guarantors from time
             to time parties thereto, the lenders from time to time parties thereto
             and BMO Harris Bank N.A., as administrative agent. Schedules and
             exhibits to this Credit Agreement have not been included herewith, but
             will be furnished supplementally to the Securities and Exchange
             Commission upon request.


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