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EXHIBIT 2.2
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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
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This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this
"Amendment"), dated as of March 26, 2003, is made by and among Dominica
Management, Inc., a New York corporation (the "Company"), Leeds Equity
Partners III, L.P. ("Leeds"), J.W. Childs Associates, Inc. ("Childs" and
together with Leeds, the "Stockholder Representatives") and DeVry Inc., a
Delware corporation ("Buyer").
Buyer, the Company, Ross University Services, Inc., a Delaware
corporation, Ross University Management, Inc., a St. Lucia corporation, and
each of the sellers identified therein (the "Sellers") have entered into a
Stock Purchase Agreement dated as of March 19, 2003 (the "Purchase
Agreement"). Except as otherwise indicated herein, capitalized terms used in
this Amendment have the same meaning ascribed to such terms in the Purchase
Agreement.
Pursuant to Section 13.08 of the Purchase Agreement, the Company,
the Stockholder Representatives and Buyer desire to amend the Purchase
Agreement as provided in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Regulatory Notifications and Approvals. Sections 11.07(a),
(b), (c) and (d) of the Purchase Agreement are hereby amended by replacing
each instance of the words "seven days" with the words "fourteen days".
2. Counterparts. This Agreement may be executed in multiple
counterparts (including by means of telecopied signature pages), any one of
which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same instrument.
3. Governing Law. All matters relating to the interpretation,
construction, validity and enforcement of this Amendment shall be governed by
and construed in accordance with the domestic laws of the State of New York
without giving effect to any choice or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than the State of New York.
4. Consent. The undersigned parties hereby consent to this
Amendment pursuant to Section 13.08 of the Purchase Agreement and as such
consent may otherwise be required.
5. Limited Amendment. This Amendment is limited by its terms
and does not and shall not serve to amend or waive any provision of the
Purchase Agreement except as expressly provided for in this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment No.
1 to Stock Purchase Agreement as of the date first above written.
COMPANY:
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DOMINICA MANAGEMENT, INC.
By: /s/ John T. St. James
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Name: John T. St. James
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Its: V.P., Treasurer & Chief
Financial Officer
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STOCKHOLDER REPRESENATIVES:
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LEEDS EQUITY PARTNERS III, L.P.
By: Leeds Equity Associates, L.P.
Its: General Partner
By: Leeds Equity Management,
L.L.C.
Its: General Partner
By: /s/ Jeffrey T. Leeds
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Name: Jeffrey T. Leeds
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Its: Member
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J.W. CHILDS ASSOCIATES, INC.
By: /s/ Adam Suttin
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Name: Adam Suttin
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Its: Vice President
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BUYER:
DeVRY INC.
By: /s/ Dennis J. Keller
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Name: Dennis J. Keller
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Its: Chairman and Co-CEO
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