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EXHIBIT 4(c)
WAIVER DATED AS OF JUNE 9, 2004
This Waiver ("Waiver") is entered into as of June 9,
2004, among DeVry Inc., a Delaware corporation ("DeVry"), Global
Education International, Inc., a Barbados corporation ("GEI" and
together with DeVry a "Borrower" and collectively the
"Borrowers"), the lenders party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and Bank of
America, N.A., as Administration Agent, Swing Line Lender and L/C
Issuer are parties to that certain Credit Agreement, dated as of
May 16, 2003 (the "Credit Agreement") (terms defined in the
Credit Agreement shall have the same respective meanings when
used herein);
WHEREAS, DeVry has requested that the Lenders waive as
of June 30, 2003 compliance by DeVry with the DOE Ratio, all as
more fully hereinafter set forth; and
WHEREAS, the Lenders are willing to grant such waiver
on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises, the
mutual covenants herein contained and other good and valuable
consideration (the receipt, adequacy and sufficiency of which is
hereby acknowledged), the parties hereto, intending legally to be
bound, hereby agree as follows:
ARTICLE I
WAIVER
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The Lenders hereby waive, as of June 30, 2003,
compliance by DeVry with the DOE Ratio set forth in Section
7.15(d) of the Credit Agreement, it being understood that such
waiver is limited precisely to its terms and shall not constitute
a waiver of any other term or provision of the Loan Documents.
ARTICLE II
GENERAL
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2.1 Each Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that no Default or Event of
Default has occurred and is continuing which will not be cured by
this Waiver becoming effective.
2.2 This Waiver may be executed in any number of counterparts
(each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument) and shall become effective as of the date hereof upon
receipt by the Administrative Agent of counterparts hereof
executed by the Borrowers and the Required Lenders.
2.3 As modified by this Waiver, the Loan Documents shall remain
in full force and effect. References to the Credit Agreement in
any of the Loan Documents shall be deemed to include a reference
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to the Credit Agreement as modified hereby, whether or not
reference is made to this Waiver. Section headings used in this
Waiver are for convenience of reference only, and shall not
affect the construction of this Waiver
2.4 Each of the Borrowers agrees to pay to or reimburse the
Administrative Agent, upon demand, for all costs and expenses
incurred (including legal expenses) in connection with the
preparation, execution and delivery of this Waiver.
2.5 This Waiver shall be a contract made under and governed by
the internal laws of the State of New York, without giving effect
to principles of conflicts of laws. All obligations of the
Borrowers and rights of the Administrative Agent and the Lenders
that are expressed herein, shall be in addition to and not in
limitation to those provided by applicable law. Whenever
possible, each provision of this Waiver shall be interpreted in
such manner as to be effective and valid under applicable law;
but if any provision of this Waiver shall be prohibited by or
invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Waiver.
2.6 Each of the Borrowers acknowledges and agrees that the
execution and delivery by the Administrative Agent and the
Lenders of this Waiver shall not be deemed to create a course of
dealing or otherwise obligate the Lenders to forbear or execute
similar waivers under the same or similar circumstances in the
future.
2.7 This Waiver shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
assigns. No third party beneficiaries are intended in connection
with this Waiver.
2.8 This Waiver, together with the Credit Agreement, contains
the entire and exclusive agreement of the parties hereto with
reference to the matters discussed herein and therein. This
Waiver supercedes all prior drafts and communications with
respect hereto. This Waiver may not be amended except in
accordance with the provisions of Section 11.1 of the Credit
Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused the
execution and delivery hereof by their respective representatives
as of the date hereof.
DEVRY INC.
By:
Name:
Title:
GLOBAL EDUCATION INTERNATIONAL,
INC.
By:
Name:
Title:
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BANK OF AMERICA, N.A., as
Administrative Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., as a
Lender, L/C Issuer and Swing
Line Lender
By:
Name:
Title:
156
JPMORGAN CHASE BANK
By:
Name:
Title:
157
SUNTRUST BANK
By:
Name:
Title:
158
NATIONAL CITY BANK OF
MICHIGAN/ILLINOIS
By:
Name:
Title:
159
HARRIS TRUST AND SAVINGS BANK
By:
Name:
Title:
160
THE NORTHERN TRUST COMPANY
By:
Name:
Title:
161
LASALLE BANK NATIONAL
ASSOCIATION
By:
Name:
Title:
162
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: David L. Babson & Company,
Inc., as Investment Adviser
By:
Name:
Title:
MASSMUTUAL ASIA LIMITED
By: David L. Babson & Company,
Inc., as Investment Adviser
By:
Name:
Title:
C.M. LIFE INSURANCE COMPANY, C/O
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: David L. Babson & Company,
Inc., as Investment Sub-Adviser
By:
Name:
Title: