AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED
AS OF OCTOBER 26, 1998
This Amendment No. 2 (this "Amendment"), dated as of
March 31, 1999, is made by and among CAREER EDUCATION
CORPORATION, a Delaware corporation (the "Parent"), ACADEMIE
INTERNATIONALE du DESIGN INC., a Quebec corporation ("IAMD-
Montreal"), INTERNATIONAL ACADEMY OF MERCHANDISING & DESIGN
(CANADA) LTD., an Ontario corporation ("IAMD (CANADA)", and
together with IAMD-Montreal, collectively, the "Co-Borrowers"),
the financial institutions party hereto (the "Lenders"), LASALLE
NATIONAL BANK, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and THE BANK OF NOVA
SCOTIA ("Scotia Bank"), as foreign currency agent for the Lenders
(in such capacity, the "Foreign Currency Agent"; and together
with the Administrative Agent, collectively, called the
"Agents"). Terms defined in the Credit Agreement (as defined
below) shall have the same respective meanings when used herein
and the provisions of Sections 1.2 and 1.3 of the Credit
Agreement shall apply, mutatis mutandis, to this Amendment.
W I T N E S S E T H :
WHEREAS, the parties hereto are parties to that certain
Amended and Restated Credit Agreement, dated as of October 26,
1998 (as amended and in effect on the date hereof, the "Existing
Credit Agreement" and as amended and modified by this Amendment,
the "Credit Agreement");
WHEREAS, the Parent and the Co-Borrowers have
requested that the Lenders increase the aggregate Revolving Loan
Commitment of the Lenders to $90,000,000 and the aggregate LC
Commitment of the Lenders to $50,000,000; and
WHEREAS, the Lenders are willing to amend and modify
the Existing Credit Agreement 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:
1. Amendments. Subject to the satisfaction of the
conditions precedent set forth in Section 5 below, the Existing
Credit Agreement is hereby amended as follows:
(a) Section 2.1 is amended be deleting the
reference to "$60,000,000" contained therein and
replacing it with "$90,000,000";
(b) Section 2.2 is amended be deleting the
reference to "$35,000,000" contained therein and
replacing it with "$50,000,000"; and
(c) Schedule 2.1 of the Existing Credit Agreement
is hereby deleted in its entirety and replaced with
Schedule 1 hereto.
2. Documents Remain in Effect. Except as amended and
modified by this Amendment, the Existing Credit Agreement remains
in full force and effect and the Parent and each of the Co-
Borrowers confirms that its representations, warranties,
agreements and covenants contained in, and obligations and
liabilities under, the Credit Agreement and each of the other
Related Documents are true and correct in all material respects
as if made on the date hereof, except where such representation,
warranty, agreement or covenant speaks as of a specified date.
3. References in Other Documents. References to the
Existing Credit Agreement in any other document shall be deemed
to include a reference to the Credit Agreement, whether or not
reference is made to this Amendment.
4. Representations. The Parent and each of the Co-
Borrowers hereby represents and warrants to the Lenders and the
Agents that:
(a) The execution, delivery and performance of
this Amendment and the Restated Notes (as defined
below) are within the Parent's and the Co-Borrowers'
corporate authority, have been duly authorized by all
necessary corporate action, have received all necessary
consents and approvals (if any shall be required), and
do not and will not contravene or conflict with any
provision of law or of the Certificate of Incorporation
or By-laws of the Borrower, the Co-Borrowers or their
respective Subsidiaries, or of any other agreement
binding upon the Borrower, the Co-Borrowers or their
respective Subsidiaries or their respective property;
(b) This Amendment and the Restated Notes
constitute the legal, valid, and binding obligation of
the Parent and the Co-Borrowers (to the extent party
thereto), enforceable against the Parent and the Co-
Borrowers in accordance with their respective terms;
and
(c) No Default has occurred and is continuing or
will result from this Amendment or the Restated Notes.
5. Conditions Precedent. The effectiveness of this
Amendment is subject to the receipt by the Administrative Agent
of each of the following, each appropriately completed and duly
executed as required and otherwise in form and substance
satisfactory to the Administrative Agent:
(a) Certified copies of resolutions of the Board
of Directors of the Parent authorizing or ratifying the
execution, delivery and performance by the Parent of
this Amendment and the Restated Notes (to the extent a
party thereto);
(b) A certificate of the President or a Vice-President
of the Parent that all necessary consents or approvals with
respect to this Amendment and the Restated Notes have been
obtained;
(c) A certificate of the Secretary or Assistant
Secretary of the Parent, certifying the name(s) of the
officer(s) of the Parent authorized to sign this
Amendment, the Restated Notes and the documents related
hereto on behalf of the Parent;
(d) Restated Revolving Notes, in the form of
Exhibit A, for each of the Lenders in an amount equal
to their respective Revolving Loan Commitment with
respect to the funding of Revolving Loans in Dollars
(collectively, the "Restated Notes");
(e) An opinion of Katten Muchin & Zavis covering
those matters set forth in clauses (a) and (b) of
Section 4 as to the Parent and such other legal matters
as the Administrative Agent or its counsel may request;
(f) The Parent shall pay the Administrative Agent, for
the benefit of the Lenders, an amendment fee equal to
$75,000; and
(g) Such other instruments, agreements and documents
as the Administrative Agent may reasonably request, in each
case duly executed as required and otherwise in form and
substance satisfactory to the Lenders.
6. Miscellaneous.
(a) Section headings used in this Amendment are for
convenience of reference only, and shall not affect the
construction of this Amendment.
(b) This Amendment and any amendment hereof or
supplement hereto may be executed in any number of counterparts
and by the different parties on separate counterparts and each
such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
agreement.
(c) This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois, without
giving effect to principles of conflicts of laws.
(d) All obligations of the Parent and Co-Borrowers and
rights of the Lenders and the Agents, that are expressed herein,
shall be in addition to and not in limitation to those provided
by applicable law.
(e) Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective
and valid under applicable law; but if any provision of this
Amendment 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 Amendment.
(f) This Amendment shall be binding upon the Parent,
the Co-Borrowers, the Lenders, and the Agents and their
respective successors and assigns, and shall inure to the benefit
of the Parent, the Co-Borrowers, the Lenders, and the Agents and
their respective successors and assigns.
* * *
IN WITNESS WHEREOF, the parties hereto have caused the
execution and delivery hereof by their respective representatives
thereunto duly authorized as of the date first herein appearing.
CAREER EDUCATION CORPORATION
By: /s/ WILLIAM A. KLETTKE
Name: William A. Klettke
Title: Chief Financial Officer
INTERNATIONAL ACADEMY OF
MERCHANDISING & DESIGN (CANADA) LTD.
By: /s/ WILLIAM A. KLETTKE
Name: William A. Klettke
Title: Vice President and Treasurer
ACADEMIE INTERNATIONALE du DESIGN INC.
By: /s/ WILLIAM A. KLETTKE
Name: William A. Klettke
Title: Vice President and Treasurer
LASALLE NATIONAL BANK, in its
individual corporate capacity and
as Administrative Agent
By: /s/ DAVID F. MOHR
Name: David F. Mohr
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, in its
individual corporate capacity and
as Foreign Currency Agent
By: /s/ F.C.H. ASHBY
Name: F.C.H. Ashby
Title: Senior Manager Loan Operations
ABN AMRO BANK CANADA, in its
individual corporate capacity
By: /s/ DAVID MOORE
Name: David Moore
Title: Vice President
By: /s/ JOHN GLEASON
Name: John Gleason
Title: G.V.P.
NATIONAL CITY BANK, in its
individual corporate capacity
By: /s/ MATTHEW R. KLINGER
Name: Matthew R. Klinger
Title: Assistant Vice President
COMERICA BANK, in its
individual corporate capacity
By: /s/ GREGORY N. BLOCK
Name: Gregory N. Block
Title: Vice President
HARRIS TRUST AND SAVINGS BANK, in
its individual corporate capacity
By: /s/ M. JAMES BARRY, III
Name: M. James Barry, III
Title: Vice President
UNION BANK OF CALIFORNIA, N.A., in
its individual corporate capacity
By: /s/ STEPHEN R. SWEENEY
Name: Stephen R. Sweeney
Title: Vice President
THE BANK OF MONTREAL, in its
individual corporate capacity
By: /s/ MICHAEL W. MCADAM
Name: Michael W. McAdam
Title: Relationship Manager