Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 99 304K
2: EX-4 Instrument Defining the Rights of Security Holders 4 10K
3: EX-10 Material Contract 20 74K
4: EX-21 Subsidiaries of the Registrant 2± 5K
5: EX-23 Consent of Experts or Counsel 1 5K
6: EX-27 Financial Data Schedule (Pre-XBRL) 1 6K
EX-4 — Instrument Defining the Rights of Security Holders
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100
Exhibit 4(d)
THIRD AMENDMENT
TO
AMENDED AND RESTATED FINANCING AGREEMENT
THIS THIRD AMENDMENT (this "Amendment") dated as of May 11, 1999 is
entered into by and among Keller Graduate School Management, Inc., a Delaware
corporation (the "Borrower"), the financial institutions who are party to the
Credit Agreement referred to below (the "Lenders") and Bank of America
National Trust and Savings Association (as successor by merger to Bank of
America Illinois), as Agent for the Lenders (herein, in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties to a
certain Amended and Restated Financing Agreement dated as of June 12, 1996
(as heretofore amended, called the "Credit Agreement"; terms used but not
otherwise defined herein are used herein as defined in the Credit Agreement);
WHEREAS, the Borrower desires to extend the Termination Date of the
Credit Agreement by one year; and
WHEREAS, subject to the terms and conditions set forth herein the
Agent and the Lenders are willing to so amend the Credit Agreement.
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Borrower, the Agent and the Lenders hereby agree as
follows:
SECTION 1. AMENDMENTS.
In reliance on the Borrower's warranties set forth in Section 2
below, as of the date hereof paragraph 18(A) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(A) Term. This Agreement shall terminate on August 1, 2001
("Termination Date"), subject to the terms and provisions of Paragraph 22
(E) and of any other provisions of this Agreement or any other Loan\
Document which specifically provides for this continuation of obligations,
duties, representations and warranties beyond such termination. Upon the
Termination Date, all of Borrower's Obligations to Agent and each Lender,
whether or not incurred under this Agreement, or any amendment or
supplement thereto, under any Revolving Note, any other Loan Document or
otherwise, shall become immediately due and payable without notice or
demand."
101
SECTION 2. WARRANTIES.
To induce the Agent and the Lenders to enter into this Amendment, the
Borrower warrants to the Agent and the Lenders as of the date hereof that:
(a) The representations and warranties contained in the Credit
Agreement and Loan Documents are true and correct in all material respects
on and as of the date hereof (except to the extent such representations
and warranties expressly refer to an earlier date); and
(b) No Default or Event of Default has occurred and is continuing.
SECTION 3. GENERAL.
(c) As hereby modified, the Credit Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all
respects.
(d) This Amendment shall be binding upon and shall inure to the
benefit of the Borrower, the Lenders and the Agent and respective
successors and assigns of the Lenders and the Agent.
(e) This Amendment 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 Amendment.
102
Delivered at Chicago, Illinois, as of the date and year first above written.
KELLER GRADUATE SCHOOL OF
MANAGEMENT, INC.
By:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Lender
By:
Title:
THE NORTHERN TRUST COMPANY
By:
Title:
HARRIS TRUST AND SAVINGS BANK
By:
Title:
103
The undersigned hereby (i) acknowledge the foregoing amendments, (ii)
acknowledge that their respective Guaranties continue to guaranty the
obligations of the Borrower arising under the Credit Agreement, as amended
hereby and (iii) and reaffirm their respective duties and obligations arising
under the Loan Documents to which each is a party.
DEVRY, INC.
By:
Its:
BECKER CPA REVIEW CORP. (f/k/a
DEVRY CPA REVIEW CORP.)
By:
Its:
DEVRY/BECKER EDUCATIONAL
DEVELOPMENT CORP. (f/k/a DEVRY
EDUCATIONAL DEVELOPMENT CORP.)
By:
Its:
DEVRY EDUCATIONAL PRODUCTS, INC.
By:
Its:
DEVRY EDUCATIONAL DEVELOPMENT CORP.
By:
Its:
BECKER CPA REVIEW, INC.
By:
Its:
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 8/1/01 | | 1 |
| Filed on: | | 9/27/99 | | | | | | | DEF 14A |
| For Period End: | | 6/30/99 |
| | 5/11/99 | | 1 |
| | 6/12/96 | | 1 |
| List all Filings |
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