Amended Credit Agreement 8K 01-11-2007


    

      


       

        
          

          

        

         

      

      


       

      THIRD
        AMENDMENT

       

      dated
        as
        of January 11, 2007

       

      to

       

      CREDIT
        AGREEMENT

       

      dated
        as
        of May 16, 2003

       

      among

       

      DeVry
        Inc. and Global Education International, Inc.,

      as
        the
        Borrowers,

       

      BANK
        OF AMERICA, N.A.,

      as
        Administrative Agent, Swing Line Lender

      and

      L/C
        Issuer,

       

      The
        Other
        Lenders Party Hereto

       

      


       

      


      ________________________________________________________

       

       

      BANC
        OF AMERICA SECURITIES LLC,

      as

      Sole
        Lead
        Arranger and Sole Book Manager,

      


      THE
        NORTHERN TRUST COMPANY,

      as

      Syndication
        Agent

      and

      


      LASALLE
        BANK NATIONAL ASSOCIATION

      and

      BMO
        CAPITAL MARKETS,

      as
        

      Co-Documentation
        Agents

      ________________________________________________________

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ARTICLE
        I

      DEFINITIONS
        AND ACCOUNTING TERMS

       

      

        1.1.    Defined
          Terms..................................................................................................................................................................................................................................................................
          1

         

        1.2.    Other
          Interpretive
          Provisions.......................................................................................................................................................................................................................................
          25

         

        1.3.    Accounting
          Terms..........................................................................................................................................................................................................................................................
          26

         

        1.4    .Rounding..........................................................................................................................................................................................................................................................................
          26

         

        1.5.    References
          to Agreements and
          Laws...........................................................................................................................................................................................................................
          26

         

        1.6.    Times
          of
          Day....................................................................................................................................................................................................................................................................
          27

         

        1.7.    Exchange
          Rates; Currency
          Equivalents.......................................................................................................................................................................................................................
          27

         

        1.8.    Additional
          Alternative
          Currencies................................................................................................................................................................................................................................
          27

         

        1.9.    Change
          of
          Currency.........................................................................................................................................................................................................................................................
          28

         

        1.10.   Letter
          of
          Credit Amounts................................................................................................................................................................................................................................................
          28

         

      

      ARTICLE
        II

      THE
        COMMITMENTS AND CREDIT EXTENSIONS

       

      

        2.1.    Revolving
          Loans...............................................................................................................................................................................................................................................................
          29

         

        2.2.    Borrowings,
          Conversions and Continuations of Revolving
          Loans..........................................................................................................................................................................
          29

         

        2.3.    Letters
          of
          Credit.................................................................................................................................................................................................................................................................
          31

         

        2.4.    Swing
          Line Loans..............................................................................................................................................................................................................................................................
          39

         

        2.5.    Prepayments.......................................................................................................................................................................................................................................................................
          42

         

        2.6.    Termination
          or Reduction of
          Commitments...................................................................................................................................................................................................................
          43

         

        2.7.    
Repayment
          of
          Loans........................................................................................................................................................................................................................................................
          44

         

        2.8.     
          Interest..............................................................................................................................................................................................................................................................................
          44

         

        2.9.     
          Fees...................................................................................................................................................................................................................................................................................
          44

         

        2.10.  
 Computation
          of Interest and
          Fees................................................................................................................................................................................................................................
          45

         

        2.11.    Evidence
          of
          Debt.............................................................................................................................................................................................................................................................
          45

         

        2.12.    Payments
          Generally.........................................................................................................................................................................................................................................................
          46

         

        2.13.    Sharing
          of
          Payments.......................................................................................................................................................................................................................................................
          48

         

        2.14.    Increase
          in
          Commitments................................................................................................................................................................................................................................................
          48

         

      

      ARTICLE
        III

          TAXES,
        YIELD
        PROTECTION AND ILLEGALITY

       

      3.1.    Taxes..................................................................................................................................................................................................................................................................................... 50

       

      3.2.    Illegality................................................................................................................................................................................................................................................................................
        51

       

      3.3.    Inability
        to Determine
        Rates..............................................................................................................................................................................................................................................
        51

       


      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      


      3.4.    Increased
        Costs; Reserves on Eurocurrency Rate
        Loans............................................................................................................................................................................................
        52

       

      3.5.    Compensation
        for
        Losses.................................................................................................................................................................................................................................................. 54

       

      3.6.    Matters
        Applicable to all Requests for
        Compensation................................................................................................................................................................................................. 54

       

      3.7.    Survival ...............................................................................................................................................................................................................................................................................
        55

      .

      ARTICLE
        IV

      CONDITIONS
        PRECEDENT TO CREDIT EXTENSIONS

       

      4.1.    Conditions
        of Initial Credit
        Extension..............................................................................................................................................................................................................................
        55

       

      4.2.    Conditions
        to all Credit
        Extensions..................................................................................................................................................................................................................................
        58

       

      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES

       

      5.1.    Existence,
        Qualification and Power; Compliance with
        Laws........................................................................................................................................................................................
        58

       

      5.2.    Authorization;
        No
        Contravention.................................................................................................................................................................................................................................... 59

       

      5.3.    Governmental
        Authorization; Other
        Consents..............................................................................................................................................................................................................
        59

       

      5.4.    Binding
        Effect .....................................................................................................................................................................................................................................................................
        59

       

      5.5.    Financial
        Statements; No Material Adverse
        Effect.......................................................................................................................................................................................................
        59

       

      5.6.    Litigation..............................................................................................................................................................................................................................................................................
        60

       

      5.7.    No
        Default............................................................................................................................................................................................................................................................................
        60

       

      5.8.    Ownership
        of Property;
        Liens...........................................................................................................................................................................................................................................
        60

       

      5.9.    Environmental
        Compliance................................................................................................................................................................................................................................................
        61

       

      5.10.    Insurance...........................................................................................................................................................................................................................................................................
        61

       

      5.11.    Taxes..................................................................................................................................................................................................................................................................................
        61

       

      5.12.    ERISA
        Compliance...........................................................................................................................................................................................................................................................
        61

       

      5.13.    Subsidiaries.......................................................................................................................................................................................................................................................................
        62

       

      5.14.    Margin
        Regulations; Investment Company
        Act..........................................................................................................................................................................................................
        62

       

      5.15.    Dominica
        Purchase
        Agreement......................................................................................................................................................................................................................................
        62

       

      5.16.    Disclosure..........................................................................................................................................................................................................................................................................
        62

       

      5.17.    Compliance
        with
        Laws.....................................................................................................................................................................................................................................................
        62

       

      5.18.    Intellectual
        Property; Licenses,
        Etc...............................................................................................................................................................................................................................
        63

       

      5.19.    Guaranties..........................................................................................................................................................................................................................................................................
        63

       

      5.20.    Pledge
        Documents............................................................................................................................................................................................................................................................
        63

       

      5.21.    Solvency............................................................................................................................................................................................................................................................................
        64

       

      5.22.    Pari-Passu
        Obligations.....................................................................................................................................................................................................................................................
        64

       

      5.23.    Senior
        Notes......................................................................................................................................................................................................................................................................
        64

       


      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      


                   
        ARTICLE VI

      AFFIRMATIVE
        COVENANTS

       

      6.1.    Financial
        Statements.......................................................................................................................................................................................................................................................... 64

       

      6.2.    Certificates;
        Other
        Information.........................................................................................................................................................................................................................................
        65

       

      6.3.    Notices.................................................................................................................................................................................................................................................................................
        67

       

      6.4.    Payment
        of
        Obligations.....................................................................................................................................................................................................................................................
        67

       

      6.5.    Preservation
        of Existence,
        Etc...........................................................................................................................................................................................................................................
        67

       

      6.6.    Maintenance
        of
        Properties................................................................................................................................................................................................................................................
        68

       

      6.7.    Maintenance
        of
        Insurance................................................................................................................................................................................................................................................
        68

       

      6.8.    Compliance
        with
        Laws....................................................................................................................................................................................................................................................... 68

       

      6.9.    Books
        and
        Records............................................................................................................................................................................................................................................................
        68

       

      6.10.    Inspection
        Rights.............................................................................................................................................................................................................................................................
        69

       

      6.11.    Use
        of
        Proceeds................................................................................................................................................................................................................................................................
        69

       

      6.12.    Additional
        Guarantors.....................................................................................................................................................................................................................................................
        69

       

      6.13.    Pledgors.............................................................................................................................................................................................................................................................................
        69

       

      6.14.    Post
        Closing
        Items............................................................................................................................................................................................................................................................
        70

       

      ARTICLE
        VII

      NEGATIVE
        COVENANTS

       

      7.1.    Liens....................................................................................................................................................................................................................................................................................... 71

       

      7.2.    Investments.........................................................................................................................................................................................................................................................................
        72

       

      7.3.    Indebtedness.......................................................................................................................................................................................................................................................................
        72

       

      7.4.    Fundamental
        Changes.......................................................................................................................................................................................................................................................
        73

       

      7.5.    Dispositions........................................................................................................................................................................................................................................................................
        74

       

      7.6.    Restricted
        Payments........................................................................................................................................................................................................................................................... 75

       

      7.7.    Change
        in
        Nature of
        Business..........................................................................................................................................................................................................................................
        75

       

      7.8.    Transactions
        with
        Affiliates.............................................................................................................................................................................................................................................. 75

       

      7.9.    Burdensome
        Agreements..................................................................................................................................................................................................................................................
        75

       

      7.10.    Use
        of
        Proceeds................................................................................................................................................................................................................................................................ 76

       

      7.11.    Dominica
        Purchase
        Agreement......................................................................................................................................................................................................................................
        76

       

      7.12.    Sale
        and
        Leaseback..........................................................................................................................................................................................................................................................
        76

       

      7.13.    ERISA................................................................................................................................................................................................................................................................................. 76

       

      7.14.    Subsidiaries.......................................................................................................................................................................................................................................................................
        77

       

      7.15.    Financial
        Covenants.........................................................................................................................................................................................................................................................
        77

       


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      


                    
        ARTICLE VIII

      EVENTS
        OF
        DEFAULT AND REMEDIES

       

      8.1.    Events
        of
        Default................................................................................................................................................................................................................................................................
        77

       

      8.2.    Remedies
        Upon Event of
        Default..................................................................................................................................................................................................................................... 79

       

      8.3.    Application
        of
        Funds......................................................................................................................................................................................................................................................... 80

       

      ARTICLE
        IX

      ADMINISTRATIVE
        AGENT

       

      9.1.    Appointment
        and Authorization of Administrative
        Agent..........................................................................................................................................................................................
        81

       

      9.2.    Delegation
        of
        Duties..........................................................................................................................................................................................................................................................
        81

       

      9.3.    Liability
        of Administrative
        Agent ...................................................................................................................................................................................................................................
        82

       

      9.4.    Reliance
        by Administrative
        Agent...................................................................................................................................................................................................................................
        82

       

      9.5.    Notice
        of
        Default.................................................................................................................................................................................................................................................................
        83

       

      9.6.    Credit
        Decision; Disclosure of Information by Administrative
        Agent.......................................................................................................................................................................
        83

       

      9.7.    Indemnification
        of Administrative
        Agent.......................................................................................................................................................................................................................
        83

       

      9.8.    Administrative
        Agent in its Individual
        Capacity...........................................................................................................................................................................................................
        84

       

      9.9.    Successor
        Administrative
        Agent.....................................................................................................................................................................................................................................
        84

       

      9.10.    Administrative
        Agent May File Proofs of
        Claim......................................................................................................................................................................................................... 
85

       

      9.11.    Collateral
        and Guaranty
        Matters....................................................................................................................................................................................................................................
        86

       

      9.12.    Other
        Agents; Arrangers and
        Managers......................................................................................................................................................................................................................
        86

       

      ARTICLE
        X

      CONTINUING
        GUARANTY

       

      10.1.    Guaranty............................................................................................................................................................................................................................................................................. 86

       

      10.2.    No
        Termination ................................................................................................................................................................................................................................................................
        87

       

      10.3.    Waiver
        of
        Notices ............................................................................................................................................................................................................................................................
        87

       

      10.4.    Subrogation.......................................................................................................................................................................................................................................................................
        87

       

      10.5.    Waiver
        of
        Suretyship
        Defenses.....................................................................................................................................................................................................................................
        87

       

      10.6.    Exhaustion
        of Other Remedies Not
        Required............................................................................................................................................................................................................... 88

       

      10.7.    Reinstatement ...................................................................................................................................................................................................................................................................
        88

       

      10.8.    Subordination.................................................................................................................................................................................................................................................................... 88

       

      10.9.    Stay
        of
        Acceleration.........................................................................................................................................................................................................................................................
        88

       

      10.10.    Condition
        of
        GEI............................................................................................................................................................................................................................................................. 89

       

      ARTICLE
        XI

      MISCELLANEOUS

       

      11.1.    Amendments,
        Etc.............................................................................................................................................................................................................................................................. 89

       


      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      


      11.2.    Notices;
        Effectiveness; Electronic
        Communication....................................................................................................................................................................................................
        90

       

      11.3.    No
        Waiver; Cumulative
        Remedies.................................................................................................................................................................................................................................
        92

       

      11.4.    Attorney
        Costs, Expenses and
        Taxes............................................................................................................................................................................................................................
        92

       

      11.5.    Indemnification
        by the
        Borrowers..................................................................................................................................................................................................................................
        93

       

      11.6.    Payments
        Set
        Aside.........................................................................................................................................................................................................................................................
        94

       

      11.7.    Successors
        and
        Assigns.................................................................................................................................................................................................................................................
        94

       

      11.8.    Confidentiality...................................................................................................................................................................................................................................................................
        98

       

      11.9.    Set-off.................................................................................................................................................................................................................................................................................
        98

       

      11.10.    Interest
        Rate
        Limitation..................................................................................................................................................................................................................................................
        99

       

      11.11.    Counterparts....................................................................................................................................................................................................................................................................
        99

       

      11.12.    Integration.......................................................................................................................................................................................................................................................................
        99

       

      11.13.    Survival
        of Representations and
        Warranties.............................................................................................................................................................................................................
        99

       

      11.14.    Severability....................................................................................................................................................................................................................................................................
        100

       

      11.15.    Tax
        Forms.......................................................................................................................................................................................................................................................................
        100

       

      11.16.    Replacement
        of
        Lenders..............................................................................................................................................................................................................................................
        102

       

      11.17.    Governing
        Law..............................................................................................................................................................................................................................................................
        102

       

      11.18.    Service
        of Process on
        GEI...........................................................................................................................................................................................................................................
        103

       

      11.19.    Waiver
        of
        Right to Trial by
        Jury.................................................................................................................................................................................................................................
        103

       

      11.20.    Judgment
        Currency......................................................................................................................................................................................................................................................
        104

       

      11.21.    Obligations
        of
        DeVry...................................................................................................................................................................................................................................................
        104

       

      11.22.    Authorization
        of Pledge
        Agreement..........................................................................................................................................................................................................................
        104

       

      11.23.    USA
        PATRIOT Act
        Notice.........................................................................................................................................................................................................................................
        104

       

      ARTICLE
        XII

      PROVISIONS
        RELATING TO AMENDMENT

       

      12.1.    Conditions
        Precedent to
        Amendment.........................................................................................................................................................................................................................
        105

       

      12.2.    Representations
        and
        Warranties..................................................................................................................................................................................................................................
        106

       

      12.3.    Reproration
        of
        Outstandings........................................................................................................................................................................................................................................
        106

       

      


       

      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

      


       


          SCHEDULES

              

         

        1.1A     Existing
          Letters of Credit

        1.1B     Mandatory
          Cost Formulae

        1.1      
           Existing
          Letters of Credit

        2.1      
           Commitments
          and Pro Rata Shares

        5.5      
           Supplement
          to Interim Financial Statements

        5.6      
           Litigation

        5.9      
           Environmental
          Matters

        5.13    
 Subsidiaries
          and Other Equity Investments

        5.18    
 Intellectual
          Property

        5.20    
 Filings
          Pursuant to the Pledge Agreement

        7.1  
              Existing
          Liens

        7.3 
           
          Existing
          Indebtedness

        11.2    
 Administrative
          Agent’s Office, Certain Addresses for Notices

      

      


          EXHIBITS

      Form
        of

       

      A
              Revolving
        Loan Notice

      B
                Swing
        Line Loan Notice

      C-1
           
DeVry
        Note 

      C-2
                 GEI
        Note

      D
                Compliance
        Certificate

      E
                 Assignment
        and Assumption

      F-1
              U.S.
        Subsidiary Guaranty

      F-2 
          
 Offshore
        Subsidiary Guaranty

      G
                 Pledge
        Agreement

      H-1
                     Opinion
        of DeVry General Counsel

      H-2
                Opinion
        of Mayer, Brown, Rowe & Maw LLP

      


       

      


       

      
        
          
          

        

        
          -vi-

          
            

          

        

        
          
          

        

      


      


       

      THIRD
        AMENDMENT TO CREDIT AGREEMENT

       

      This
        THIRD AMENDMENT TO CREDIT AGREEMENT (“Amendment”)
        is
        entered into as of January 11, 2006, 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”),
        each
        lender from time to time 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.

       

      WHEREAS,
        the Borrowers, the Lenders and Bank of America, N.A., as Administrative Agent,
        Swing Line Lender and L/C Issuer are parties to that certain Credit Agreement,
        dated as of May 16, 2003 (the “Original Credit Agreement”) as amended by a First
        Amendment dated as of June 29, 2004 and a Second Amendment dated as of September
        30, 2005 (together with the Original Credit Agreement, the “Amended
        Credit Agreement”,
        as
        amended and in effect from time to time, including by this Amendment, the
        “Credit
        Agreement”
or
        the
“Agreement”)
        pursuant to which the Lenders have agreed, upon certain terms and conditions,
        to
        make loans and otherwise extend credit to the Borrowers;

      


      WHEREAS,
        the Borrowers, the Lenders and the Administrative Agent have agreed, on the
        terms and conditions set forth herein, to amend certain provisions of the
        Amended Credit Agreement; and

      


      NOW,
        THEREFORE, in consideration of the foregoing and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Borrowers, the Lenders and the Administrative Agent hereby agree that effective
        as of the Third Amendment Closing Date, the Amended Credit Agreement is further
        amended to read in its entirety, as follows:

      


      ARTICLE
        I

       

      DEFINITIONS
        AND ACCOUNTING TERMS

       

      1.1.
        Defined
        Terms.
        

       

      “Acquired
        Entity”
means
        any Person or assets, as the case may be, acquired through an Acquisition.
        

       

      “Acquisition”
means
        any transaction or series of related transactions for the purpose of or
        resulting, directly or indirectly, in (a) the acquisition of all or
        substantially all of the assets of a Person, or of any business or division
        of a
        Person, (b) the acquisition of in excess of 50% of the capital stock,
        partnership interests, membership interests or equity of any Person, or
        otherwise causing any Person to become a Subsidiary, or (c) a merger or
        consolidation or any other combination with another Person (other than a
        Person
        that is a Subsidiary before giving effect to such merger or consolidation,
        provided that DeVry or the Subsidiary is the surviving entity).

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      "Acquisition
        Certificate"
        has the
        meaning specified in Section 4.1(a)(xii).

       

      “Administrative
        Agent”
means
        Bank of America in its capacity as administrative agent under any of the
        Loan
        Documents, or any successor administrative agent.

       

      “Administrative
        Agent’s
        Office”
means,
        with respect to any currency, the Administrative Agent’s
        address
        and, as appropriate, account as set forth on Schedule
        11.2
        with
        respect to such currency, or such other address or account with respect to
        such
        currency as the Administrative Agent may from time to time notify the Borrowers
        and the Lenders.

       

      “Administrative
        Questionnaire”
means
        an Administrative Questionnaire in a form supplied by the Administrative
        Agent.

       

      “Affiliate”
means,
        with respect to any Person, another Person that directly, or indirectly through
        one or more intermediaries, Controls or is Controlled by or is under common
        Control with the Person specified. “Control”
means
        the possession, directly or indirectly, of the power to direct or cause the
        direction of the management or policies of a Person, whether through the
        ability
        to exercise voting power, by contract or otherwise. “Controlling”
and
        “Controlled”
have
        meanings correlative thereto. Without limiting the generality of the foregoing,
        a Person shall be deemed to be Controlled by another Person if such other
        Person
        possesses, directly or indirectly, power to vote 10% or more of the securities
        having ordinary voting power for the election of directors, managing general
        partners or the equivalent.

       

      “Agent-Related
        Persons” means
        the
        Administrative Agent, together with its Affiliates (including, in the case
        of
        Bank of America in its capacity as the Administrative Agent, the Arranger),
        and
        the officers, directors, employees, agents and attorneys-in-fact of such
        Persons
        and Affiliates.

       

      “Aggregate
        Commitments”
means
        the Commitments of all the Lenders.

       

      “Alternative
        Currency”
means
        each of Euro, Sterling, Mexican Pesos, Canadian Dollars and each other currency
        (other than Dollars) that is approved in accordance with Section
        1.8.

       

      “Alternative
        Currency Equivalent”
means,
        at any time, with respect to any amount denominated in Dollars, the equivalent
        amount thereof in the applicable Alternative Currency as determined by the
        Administrative Agent or the L/C Issuer, as the case may be, at such time
        on the
        basis of the Spot Rate (determined in respect of the most recent Revaluation
        Date) for the purchase of such Alternative Currency with Dollars.

       

      “Alternative
        Currency Sublimit”
means
        an amount equal to the lesser of the Aggregate Commitments and $50,000,000.
        The
        Alternative Currency Sublimit is part of, and not in addition to, the Aggregate
        Commitments.

       

      “Amendment"
        has the
        meaning specified in the introductory paragraph hereto.

       

      “Applicable
        Rate”
means
        the following percentages per annum, based upon the Consolidated Leverage
        Ratio
        as set forth in the most recent Compliance Certificate received by the
        Administrative Agent pursuant to Section 6.2(b):

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
        	
                Applicable
                  Rate

              
	
                 

                 

                Pricing

                Level

              	
                 

                 

                Consolidated
                  Leverage

                Ratio

              	
                 

                 

                Commitment
                  Fee

              	
                Eurocurrency
                  Rate Loans and Letters of Credit

              	
                 

                 

                 

                Base
                  Rate Loans

              
	
                1

              	
                ≥
                  2.50:1

              	
                25
                  bps

              	
                125
                  bps

              	
                0
                  bps

              
	
                2

              	
                ≥
                  2.00:1 but < 2.50:1

              	
                20
                  bps

              	
                100
                  bps

              	
                0
                  bps

              
	
                3

              	
                ≥
                  1:50:1 but < 2.00:1

              	
                15
                  bps

              	
                75
                  bps

              	
                0
                  bps

              
	
                4

              	
                ≥1.00:1
                  but < 1.50:1

              	
                12.5
                  bps

              	
                62.5
                  bps

              	
                0
                  bps

              
	
                5

              	
                <
                  1.00:1

              	
                10
                  bps

              	
                50
                  bps

              	
                0
                  bps

              


      

      


       

      Any
        increase or decrease in the Applicable Rate resulting from a change in the
        Consolidated Leverage Ratio shall become effective as of the first Business
        Day
        immediately following the date a Compliance Certificate is delivered pursuant
        to
        Section 6.2(b); provided,
        however,
        that if
        a Compliance Certificate is not delivered when due in accordance with such
        Section, then Pricing Level 1 shall apply as of the first Business Day after
        the
        date on which such Compliance Certificate was required to have been delivered.
        The Applicable Rate in effect from the Third Amendment Closing Date through
        the
        date upon which the initial Compliance Certificate is delivered pursuant
        to
        Section 6.2(b), shall be determined based upon Pricing Level
        5.

       

      “Applicable
        Time”
means,
        with respect to any borrowings and payments in any Alternative Currency,
        the
        local time in the place of settlement for such Alternative Currency as may
        be
        determined by the Administrative Agent or the L/C Issuer, as the case may
        be, to
        be necessary for timely settlement on the relevant date in accordance with
        normal banking procedures in the place of payment.

       

      “Approved
        Fund”
has
        the
        meaning specified in Section 11.7(g).

       

      “Arranger”
means
        Banc of America Securities
        LLC, in its capacity as sole lead arranger and sole book manager.

       

      “Asset
        Sale”
shall
        mean any sale, transfer or other disposition by DeVry or any of its Subsidiaries
        to any Person (including by way of redemption by such Person) other than
        to
        DeVry or a Wholly-Owned Subsidiary of DeVry of any asset (including, without
        limitation, any capital stock or other securities of, or equity interests
        in,
        another Person); provided,
        however,
        that
        the term Asset Sale shall not include (i) Dispositions permitted under Section
        7.5, or (ii) Sale and Leasebacks permitted under Section 7.12.

       

      “Assignment
        and Assumption”
means
        an Assignment and Assumption substantially in the form of Exhibit
        E.

       

      “Attorney
        Costs”
means
        and includes all fees, expenses and disbursements of any law firm or other
        external counsel and, without duplication, the allocated cost of internal
        legal
        services and all expenses and disbursements of internal counsel.

       


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      “Attributable
        Indebtedness”
means,
        on any date, (a) in respect of any capital lease of any Person, the capitalized
        amount thereof that would appear on a balance sheet of such Person prepared
        as
        of such date in accordance with GAAP, and (b) in respect of any Synthetic
        Lease
        Obligation, the capitalized amount of the remaining lease payments under
        the
        relevant lease that would appear on a balance sheet of such Person prepared
        as
        of such date in accordance with GAAP if such lease were accounted for as
        a
        capital lease.

       

      “Audited
        Financial Statements”
means
        the audited consolidated balance sheet of DeVry and its Subsidiaries for
        the
        fiscal year ended June 30, 2006, and the related consolidated statements
        of
        income or operations, shareholders’ equity and cash flows for such fiscal year
        of DeVry and its Subsidiaries, including the notes thereto.

       

      “Auto-Renewal
        Letter of Credit”
has
        the
        meaning specified in Section 2.3(b)(iii).

       

      “Availability
        Period”
means
        the period from and including the Original Closing Date to the earliest of
        (a)
        the Maturity Date, (b) the date of termination of the Aggregate Commitments
        pursuant to Section
        2.6,
        and (c)
        the date of termination of the commitment of each Lender to make Loans and
        of
        the obligation of the of the L/C Issuer to make L/C Credit Extensions pursuant
        to Section
        8.2.

       

      “Bank
        of America”
means
        Bank of America, N.A. and its successors.

       

      “Bankruptcy
        Code”
means
        the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et.
        seq.).

       

      “Base
        Rate” means
        for
        any day a fluctuating rate per annum equal to the higher of (a) the Federal
        Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such
        day as
        publicly announced from time to time by Bank of America as its “prime rate.” The
“prime rate” is a rate set by Bank of America based upon various factors
        including Bank of America’s costs and desired return, general economic
        conditions and other factors, and is used as a reference point for pricing
        some
        loans, which may be priced at, above, or below such announced rate. Any change
        in such rate announced by Bank of America shall take effect at the opening
        of
        business on the day specified in the public announcement of such
        change.

       

      “Base
        Rate Revolving Loan”
means
        a
        Revolving Loan that is a Base Rate Loan.

       

      “Base
        Rate Loan”
means
        a
        Loan that bears interest based on the Base Rate. All Base Rate Loans shall
        be
        denominated in Dollars.

       

      “Borrower”
means
        DeVry or GEI, as the context may require.

       

      “Borrower
        Materials”
has
        the
        meaning specified in Section
        6.2.

       

      “Borrowers”
has
        the
        meaning specified in the introductory paragraph hereto.

       

      “Borrowing”
means
        a
        Revolving Borrowing or a Swing Line Borrowing, as the context may
        require.

       


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      “Business
        Day”
means
        (i) any day other than a Saturday, Sunday or other day on which commercial
        banks
        are authorized to close under the Laws of, or are in fact closed in Chicago,
        Illinois and the state where the Administrative Agent’s Office is located with
        respect to Obligations denominated in Dollars, and 

       

      (a)
        if
        such day relates to any interest rate settings as to a Eurocurrency Rate
        Loan
        denominated in Dollars, any fundings, disbursements, settlements and payments
        in
        Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings
        in
        Dollars to be carried out pursuant to this Agreement in respect of any such
        Eurocurrency 

       

      (b)
        if
        such day relates to any interest rate settings as to a Eurocurrency Rate
        Loan
        denominated in Euro, any fundings, disbursements, settlements and payments
        in
        Euro in respect of any such Eurocurrency Rate Loan, or any other dealings
        in
        Euro to be carried out pursuant to this Agreement in respect of any such
        Eurocurrency Rate Loan, means a TARGET Day;

       

      (c)
        if
        such day relates to any interest rate settings as to a Eurocurrency Rate
        Loan
        denominated in a currency other than Dollars or Euro, means any such day
        on
        which dealings in deposits in the relevant currency are conducted by and
        between
        banks in the London or other applicable offshore interbank market for such
        currency; and

       

      (d)
        if
        such day relates to any fundings, disbursements, settlements and payments
        in a
        currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan
        denominated in a currency other than Dollars or Euro, or any other dealings
        in
        any currency other than Dollars or Euro to be carried out pursuant to this
        Agreement in respect of any such Eurocurrency Rate Loan (other than any interest
        rate settings), means any such day on which banks are open for foreign exchange
        business in the principal financial center of the country of such
        currency.

       

      “Cash
        Collateralize”
means
        to pledge and deposit with or deliver to the Collateral Agent, as collateral
        for
        the L/C Obligations, cash or deposit account balances pursuant to the Pledge
        Agreement. Derivatives of such term have corresponding meanings.

       

      “Change
        in Law”
means
        the occurrence, after the date of this Agreement, of any of the following:
        (a)
        the adoption or taking effect of any law, rule, regulation or treaty, (b)
        any
        change in any law, rule, regulation or treaty or in the administration,
        interpretation or application thereof by any Governmental Authority or (c)
        the
        making or issuance of any request, guideline or directive (whether or not
        having
        the force of law) by any Governmental Authority.

       

      “Change
        of Control”
means,
        with respect to any Person, an event or series of events by which:

       

      (a) any
        “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
        Securities Exchange Act of 1934, but excluding any employee benefit plan
        of such
        person or its subsidiaries, and any person or entity acting in its capacity
        as
        trustee, agent or other fiduciary or administrator of any such plan) becomes
        the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
        Exchange Act of 1934, except that a person or group shall be deemed to have
        “beneficial ownership” of all

       


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      securities
        that such person or group has the right to acquire (such right, an “option
        right”), whether such right is exercisable immediately or only after the passage
        of time), directly or indirectly, of 25% or more of the equity securities
        of
        such Person entitled to vote for members of the board of directors or equivalent
        governing body of such Person on a fully-diluted basis (and taking into account
        all such securities that such person or group has the right to acquire pursuant
        to any option right); or

       

      (b) during
        any period of 12 consecutive months, a majority of the members of the board
        of
        directors or other equivalent governing body of such Person cease to be composed
        of individuals (i) who were members of that board or equivalent governing
        body
        on the first day of such period, (ii) whose election or nomination to that
        board
        or equivalent governing body was approved by individuals referred to in clause
        (i) above constituting at the time of such election or nomination at least
        a
        majority of that board or equivalent governing body or (iii) whose election
        or
        nomination to that board or other equivalent governing body was approved
        by
        individuals referred to in clauses (i) and (ii) above constituting at the
        time
        of such election or nomination at least a majority of that board or equivalent
        governing body (excluding, in the case of both clause (ii) and clause (iii),
        any
        individual whose initial nomination for, or assumption of office as, a member
        of
        that board or equivalent governing body occurs as a result of an actual or
        threatened solicitation of proxies or consents for the election or removal
        of
        one or more directors by any person or group other than a solicitation for
        the
        election of one or more directors by or on behalf of the board of
        directors).

       

      “Closing
        Certificate”
has
        the
        meaning specified in Section 4.1(a)(xi).

       

      “Code”
means
        the Internal Revenue Code of 1986.

       

      “Collateral”
means
        all Collateral as defined in the Pledge Agreement.

       

      “Collateral
        Agent”
means
        Bank of America in its capacity as collateral agent under the Pledge Agreement,
        or any successor collateral agent.

       

      “Commitment”
means,
        as to each Lender, its obligation to (a) make Revolving Loans to the Borrowers
        pursuant to Section 2.1, (b) purchase participations in L/C Obligations,
        and (c)
        purchase participations in Swing Line Loans, in an aggregate principal amount
        at
        any one time outstanding not to exceed for either Borrower (or both Borrowers)
        the applicable Dollar amount set forth opposite such Lender’s name on Schedule
        2.1 or in the Assignment and Assumption pursuant to which such Lender becomes
        a
        party hereto, as applicable, as such amount may be adjusted from time to
        time in
        accordance with this Agreement.

       

      “Compensation
        Period”
has
        the
        meaning specified in Section 2.13 (c)(ii).

       

      “Compliance
        Certificate”
means
        a
        certificate substantially in the form of Exhibit D.

       

      “Consolidated
        EBITDA”
means,
        for any period, for DeVry and its Subsidiaries on a consolidated basis, an
        amount equal to Consolidated Net Income for such period, plus

       


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      (a)
        the
        following to the extent deducted in calculating such Consolidated Net Income:
        (i) Consolidated Interest Charges for such period, (ii) the provision for
        federal, state, local and foreign income taxes based on or measured by income
        used or included in the determination of such Consolidated Net Income, (iii)
        the
        amount of depreciation and amortization expense deducted in determining such
        Consolidated Net Income, (iv) all non-cash expenses incurred for the issuance
        of
        employee stock options and other stock based compensation in accordance with
        Financial Accounting Standards Board Statement No. 123 (revised 2004), and
        (v) all non-cash and nonrecurring charges, minus

       

      (b)
        to
        the extent included in such Consolidated Net Income, all nonrecurring and
        extraordinary gains for such period.

       

      “Consolidated
        EBITR”
means,
        for any period, for DeVry and its Subsidiaries on a consolidated basis, an
        amount equal to Consolidated EBITDA for such period, less (i) the amount
        of
        depreciation and amortization expense deducted in the determination of
        Consolidated Net Income for such period, plus (ii) Consolidated Rental Payments
        deducted in the determination of Consolidated Net Income for such
        period.

       

      “Consolidated
        Fixed Charge Coverage Ratio”
means
        as of any date of determination, the ratio of:

       

      (a) Consolidated
        EBITR for the period of the four fiscal quarters then most recently ended,
        to

       

      (b) the
        sum
        of (i) Consolidated Interest Charges paid or required to be paid during such
        period, plus (ii) all Consolidated Rental Payments of DeVry and its Subsidiaries
        during such period.

       

      “Consolidated
        Funded Indebtedness”
means,
        as of any date of determination, for DeVry and its Subsidiaries on a
        consolidated basis, the sum of (a) the outstanding principal amount of all
        obligations, whether current or long-term, for borrowed money (including
        Obligations hereunder) and all obligations evidenced by bonds, debentures,
        notes, loan agreements or other similar instruments, (b) all purchase money
        Indebtedness, (c) all obligations (whether direct or contingent) arising
        under
        standby letters of credit, bankers’ acceptances, bank guaranties, surety bonds
        (but only to the extent such surety bonds exceed $10,000,000 in the aggregate)
        and similar instruments, (d) all obligations in respect of the deferred purchase
        price of property or services (other than trade accounts payable in the ordinary
        course of business), (e) Attributable Indebtedness in respect of capital
        leases
        and Synthetic Lease Obligations, (f) without duplication, all Guarantees
        with
        respect to outstanding Indebtedness of the types specified in clauses (a)
        through (e) above of Persons other than DeVry or any Subsidiary, and (g)
        all
        Indebtedness of the types referred to in clauses (a) through (f) above of
        any
        partnership or joint venture (other than a joint venture that is itself a
        corporation or limited liability company) in which DeVry or a Subsidiary
        is a
        general partner or joint ventures, unless such Indebtedness is expressly
        made
        non-recourse to DeVry or such Subsidiary; provided, however, that, effective
        on
        and after June 25, 2005, the definition of Consolidated Funded Indebtedness
        shall not include any outstanding principal amounts for Obligations borrowed
        hereunder within 5 business days of June 30 of each year; it being understood,
        however, that the total of all Obligations not included in the
        definition

       


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      of
        Consolidated Funded Indebtedness pursuant to the first proviso of this
        paragraph, shall (i) be repaid within 5 business days after June 30, (ii)
        not
        exceed $50,000,000 at any time, (iii) only be excluded from the definition
        of
        Consolidated Funded Indebtedness as of June 30 of each applicable year and
        not
        at any other date, and (iv) only be excluded from the definition of Consolidated
        Funded Indebtedness for the express purpose of determining the Consolidated
        Leverage Ratio for use in determining the Applicable Rate at June 30 of each
        year following the year ended June 30, 2004, based on such Consolidated Leverage
        Ratio.

       

      “Consolidated
        Interest Charges”
means,
        for any period, for DeVry and its Subsidiaries on a consolidated basis, the
        sum
        of (a) all interest, premium payments, debt discount, fees, charges and related
        expenses of DeVry and its Subsidiaries in connection with borrowed money
        (including capitalized interest) or in connection with the deferred purchase
        price of assets, in each case to the extent treated as interest in accordance
        with GAAP, and (b) the portion of rent expense of DeVry and its Subsidiaries
        with respect to such period under capital leases that is treated as interest
        in
        accordance with GAAP.

       

      “Consolidated
        Leverage Ratio”
means,
        as of any date of determination, the ratio of (a) Consolidated Funded
        Indebtedness as of such date to (b) Consolidated EBITDA for the period of
        the
        four fiscal quarters most recently ended for which DeVry has delivered financial
        statements pursuant to Section 6.1(a) or (b). 

       

      “Consolidated
        Net Income”
means,
        for any period, for DeVry and its Subsidiaries on a consolidated basis, the
        net
        income of DeVry and its Subsidiaries (excluding extraordinary gains but
        including extraordinary losses) for that period.

       

      “Consolidated
        Net Worth”
means,
        as of any date of determination, for DeVry and its Subsidiaries on a
        consolidated basis, Shareholders’ Equity of DeVry and its Subsidiaries on that
        date.

       

      “Consolidated
        Rental Payments”
means,
        for any period, for DeVry and its Subsidiaries, all payments under all operating
        leases (including subleases but excluding payments under (i) Synthetic Leases
        and (ii) leases of student housing so long as the terms thereof do not exceed
        18
        months, and the aggregate payments under all such student housing leases
        do not
        exceed $5,000,000 in any period of four consecutive fiscal
        quarters).

       

      “Contractual
        Obligation”
means,
        as to any Person, any provision of any security issued by such Person or
        of any
        agreement, instrument or other undertaking to which such Person is a party
        or by
        which it or any of its property is bound.

       

      “Control”
has
        the
        meaning specified in the definition of “Affiliate.”

       

      “Credit
        Extension”
means
        each of the following: (a) a Borrowing and (b) an L/C Credit
        Extension.

       

      “Debtor
        Relief Laws”
means
        the Bankruptcy Code of the United States, and all other liquidation,
        conservatorship, bankruptcy, assignment for the benefit of creditors,
        moratorium, rearrangement, receivership, insolvency, reorganization, or similar
        debtor relief Laws of the

       


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      United
        States or other applicable jurisdictions (including any applicable foreign
        jurisdictions) from time to time in effect and affecting the rights of creditors
        generally.

       

      “Default”
means
        any event or condition that constitutes an Event of Default or that, with
        the
        giving of any notice, the passage of time, or both, would be an Event of
        Default.

       

      “Default
        Rate”
means
        an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate,
        if
        any, applicable to Base Rate Loans plus (c) 2% per annum; provided,
        however,
        that
        with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest
        rate equal to the interest rate (including any Applicable Rate) otherwise
        applicable to such Loan plus 2% per annum, in each case to the fullest extent
        permitted by applicable Laws.

       

      “DeVry
        Guaranty”
means
        the guaranty of DeVry pursuant to Article X.

       

      “DeVry
        Note”
means
        a
        promissory note made by DeVry in favor of a Lender, substantially in the
        form of
        Exhibit C-1.

       

      “Disposition”
or
        “Dispose”
means
        the sale, transfer, license, lease or other disposition (excluding any Sale
        and
        Leaseback transactions) of any property by any Person, including any sale,
        assignment, transfer or other disposal, with or without recourse, of any
        notes
        or accounts receivable or any rights and claims associated
        therewith.

       

      “DOE”
means
        the United States Department of Education and any successor agency administering
        federal student financial assistance under Title IV.

       

      “DOE
        Ratio”
means
        DeVry's composite score as of any fiscal year end, as determined by the
        Secretary of the DOE pursuant to Section 668.172 of 34 C.F.R.

       

      “Dollar”
and
        “$”
mean
        lawful money of the United States.

       

      “Dollar
        Equivalent”
means,
        at any time, (a) with respect to any amount denominated in Dollars, such
        amount,
        and (b) with respect to any amount denominated in any Alternative Currency,
        the
        equivalent amount thereof in Dollars as determined by the Administrative
        Agent
        or the L/C Issuer, as the case may be, at such time on the basis of the Spot
        Rate (determined in respect of the most recent Revaluation Date) for the
        purchase of Dollars with such Alternative Currency.

       

      “Dominica”
means
        Dominica Management, Inc.

       

      “Dominica
        Acquisition”
means
        the acquisition by DeVry of all of the shares of the stock of Dominica pursuant
        to the Dominica Purchase Agreement and the consummation of the transactions
        related thereto pursuant to the Dominica Acquisition Documents (including,
        without limitation, the acquisition of subsidiaries of Dominica).

       

      “Dominica
        Acquisition Documents”
means
        the Dominica Purchase Agreement and all other documents provided for therein
        or
        delivered in connection therewith.

       


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      “Dominica
        Purchase Agreement”
means
        the Stock Purchase Agreement dated as of March 19, 2003, as amended, among
        Dominica, its stockholders and optionholders, RUSI, RUMI, and
        DeVry.

       

      “Dormant
        Subsidiary”
means,
        as of any date of determination, any Subsidiary which (i) conducts no business,
        (ii) is not the obligor of any Indebtedness, (iii) has assets which (together
        with the assets of all other Dormant Subsidiaries) do not exceed 3% of the
        consolidated assets of DeVry and its Subsidiaries at such time, and (iv)
        has
        EBITDA which (together with EBITDA of its Subsidiaries, if any, and EBITDA
        of
        all other Dormant Subsidiaries) does not exceed 3% of the Consolidated EBITDA
        of
        DeVry and its Subsidiaries at such time.

       

      “EMU”
means
        the economic and monetary union in accordance with the Treaty of Rome 1957,
        as
        amended by the Single European Act 1986, the Maastricht Treaty of 1992 and
        the
        Amsterdam Treaty of 1998.

       

      “EMU
        Legislation”
means
        the legislative measures of the European Council for the introduction of,
        changeover to or operation of a single or unified European
        currency.

       

      “Euro”
and
        “EUR”
mean
        the lawful currency of the Participating Member States introduced in accordance
        with the EMU Legislation.

       

      "EBITDA"
        means,
        in the case of a Subsidiary, for any period, on a consolidated basis, an
        amount
        equal to consolidated net income for such period, plus (a) the following
        to the
        extent deducted in calculating such consolidated net income: (i) consolidated
        interest charges for such period, (ii) the provision for federal, state,
        local
        and foreign income taxes based on or measured by income used or included
        in the
        determination of such consolidated net income, (iii) the amount of depreciation
        and amortization expense deducted in determining such consolidated net income
        and (iv) all non-cash and nonrecurring charges, minus (b) to the extent included
        in such consolidated net income, all nonrecurring and extraordinary gains
        for
        such period.

       

      “Eligible
        Assignee”
has
        the
        meaning specified in Section 11.7(g).

       

      “Environmental
        Laws”
means
        any and all Federal, state, local, and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
        franchises, licenses, agreements or governmental restrictions relating to
        pollution and the protection of the environment or the release of any materials
        into the environment, including those related to hazardous substances or
        wastes,
        air emissions and discharges to waste or public systems.

       

      “Environmental
        Liability”
means
        any liability, contingent or otherwise (including any liability for damages,
        costs of environmental remediation, fines, penalties or indemnities), of
        DeVry,
        any other Loan Party or any of their respective Subsidiaries directly or
        indirectly resulting from or based upon (a) violation of any Environmental
        Law,
        (b) the generation, use, handling, transportation, storage, treatment or
        disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
        (d) the release or threatened release of any Hazardous Materials into the
        environment or (e) any contract, agreement or other consensual arrangement
        pursuant to which liability is assumed or imposed with respect to any of
        the
        foregoing.

       


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      “ERISA”
means
        the Employee Retirement Income Security Act of 1974.

       

      “ERISA
        Affiliate”
means
        any trade or business (whether or not incorporated) under common control
        with
        DeVry within the meaning of Section 414(b) or (c) of the Code (and Sections
        414(m) and (o) of the Code for purposes of provisions relating to Section 412 of
        the Code).

       

      “Eurocurrency
        Rate”
means,
        for any Interest Period with respect to a Eurocurrency Rate Loan, the rate
        per
        annum equal to the British Bankers Association LIBOR Rate (“BBA
        LIBOR”),
        as
        published by Reuters (or other commercially available source providing
        quotations of BBA LIBOR as designated by the Administrative Agent from time
        to
        time) at approximately 11:00 a.m., London time, two Business Days prior to
        the
        commencement of such Interest Period, for deposits in the relevant currency
        (for
        delivery on the first day of such Interest Period) with a term equivalent
        to
        such Interest Period. If such rate is not available at such time for any
        reason,
        then the “Eurocurrency Rate” for such Interest Period shall be the rate per
        annum determined by the Administrative Agent to be the rate at which deposits
        in
        the relevant currency for delivery on the first day of such Interest Period
        in
        Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being
        made, continued or converted by Bank of America and with a term equivalent
        to
        such Interest Period would be offered by Bank of America’s London Branch (or
        other Bank of America branch or Affiliate) to major banks in the London or
        other
        offshore interbank market for such currency at their request at approximately
        11:00 a.m. (London time) two Business Days prior to the commencement of such
        Interest Period.

       

      “Eurocurrency
        Rate Loan”
means
        a
        Revolving Loan that bears interest at a rate based on the Eurocurrency Rate.
        Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative
        Currency. All Revolving Loans denominated in an Alternative Currency must
        be
        Eurocurrency Rate Loans.

       

      “Event
        of Default”
has
        the
        meaning specified in Section 8.1.

       

      “Excluded
        Taxes”
-
        see
        Section 3.1(a).

       

      “Existing
        Indebtedness”
means
        all Funded Indebtedness listed in Schedule 5.22.

       

      “Existing
        Letters of Credit”
means
        the Letters of Credit listed in Schedule 1.1B regardless of whether or not
        the
        account party is DeVry (it being understood that for purposes of this Agreement,
        DeVry shall be deemed to be the account party with respect to all Existing
        Letters of Credit).

       

      “Federal
        Funds Rate”
means,
        for any day, the rate per annum equal to the weighted average of the rates
        on
        overnight Federal funds transactions with members of the Federal Reserve
        System
        arranged by Federal funds brokers on such day, as published by the Federal
        Reserve Bank on the Business Day next succeeding such day; provided that
        (a) if
        such day is not a Business Day, the Federal Funds Rate for such day shall
        be
        such rate on such transactions on the next preceding Business Day as so
        published on the next succeeding Business Day, and (b) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Rate for
        such
        day shall be the average rate (rounded upward, if necessary, to a whole multiple
        of 1/100 of

       


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      1%)
        charged to Bank of America on such day on such transactions as determined
        by the
        Administrative Agent.

       

      “Foreign
        Lender”
has
        the
        meaning specified in Section 11.15(a)(i).

       

      “FRB”
means
        the Board of Governors of the Federal Reserve System of the United
        States.

       

      “Fund”
has
        the
        meaning specified in Section 11.7(g).

       

      “GAAP”
means
        generally accepted accounting principles in the United States set forth in
        the
        opinions and pronouncements of the Accounting Principles Board and the American
        Institute of Certified Public Accountants and statements and pronouncements
        of
        the Financial Accounting Standards Board or such other principles as may
        be
        approved by a significant segment of the accounting profession in the United
        States, that are applicable to the circumstances as of the date of
        determination, consistently applied.

       

      “GEI
        Sublimit”
means
        an amount equal to the lesser of the Aggregate Commitments and $50,000,000.
        The
        GEI Sublimit is part of, and not in addition to, the Aggregate
        Commitments.

       

      “GEI
        Note”
means
        a
        promissory note made by GEI
        in favor
        of a Lender evidencing Loans made by such Lender, substantially in the form
        of
        Exhibit C-2.

       

      “Governmental
        Authority”
means
        any nation or government, any state or other political subdivision thereof,
        any
        agency, authority, instrumentality, regulatory body, court, administrative
        tribunal, central bank or other entity exercising executive, legislative,
        judicial, taxing, regulatory or administrative powers or functions of or
        pertaining to government.

       

      “Guarantor”
means
        any U.S. Guarantor and any Offshore Guarantor.

       

      “Guaranty”
means
        any U.S. Subsidiary Guaranty and any Offshore Subsidiary Guaranty.

       

      “Guarantee”
means,
        as to any Person, any (a) any obligation, contingent or otherwise, of such
        Person guaranteeing or having the economic effect of guaranteeing any
        Indebtedness or other obligation payable or performable by another Person
        (the
“primary obligor”) in any manner, whether directly or indirectly, and including
        any obligation of such Person, direct or indirect, (i) to purchase or pay
        (or
        advance or supply funds for the purchase or payment of) such Indebtedness
        or
        other obligation, (ii) to purchase or lease property, securities or services
        for
        the purpose of assuring the obligee in respect of such Indebtedness or other
        obligation of the payment or performance of such Indebtedness or other
        obligation, (iii) to maintain working capital, equity capital or any other
        financial statement condition or liquidity or level of income or cash flow
        of
        the primary obligor so as to enable the primary obligor to pay such Indebtedness
        or other obligation, or (iv) entered into for the purpose of assuring in
        any
        other manner the obligee in respect of such Indebtedness or other obligation
        of
        the payment or performance thereof or to protect such obligee against loss
        in
        respect thereof (in whole or in part), or (b) any Lien on any assets of such
        Person securing any Indebtedness or other obligation of any other Person,
        whether or not such Indebtedness or other obligation is assumed by such Person.
        The amount of any Guarantee shall be deemed to be an amount equal to the
        stated
        or determinable amount of the

       


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


      related
        primary obligation, or portion thereof, in respect of which such Guarantee
        is
        made or, if not stated or determinable, the maximum reasonably anticipated
        liability in respect thereof as determined by the guaranteeing Person in
        good
        faith; provided,
        however,
        with
        respect to any Guarantee described in clause (b) above, to the extent the
        Indebtedness or obligation secured thereby has not been assumed by the guarantor
        or is nonrecourse to the guarantor, the amount of such Guarantee shall be
        deemed
        to be an amount equal to the lesser of the fair market value of the assets
        subject to such Lien or the Indebtedness or obligation secured thereby. The
        term
“Guarantee” as a verb has a corresponding meaning.

       

      “Guaranteed
        Obligations”
has
        the
        meaning specified in Section 10.1.

       

      “Hazardous
        Materials”
means
        all explosive or radioactive substances or wastes and all hazardous or toxic
        substances, wastes or other pollutants, including petroleum or petroleum
        distillates, asbestos or asbestos-containing materials, polychlorinated
        biphenyls, radon gas, infectious or medical wastes and all other substances
        or
        wastes of any nature regulated pursuant to any Environmental Law.

       

      “Honor
        Date”
has
        the
        meaning specified in Section 2.3(c)(i).

       

      “Indebtedness”
means,
        as to any Person at a particular time, without duplication, all of the
        following, whether or not included as indebtedness or liabilities in accordance
        with GAAP:

       

      (a) all
        obligations of such Person for borrowed money and all obligations of such
        Person
        evidenced by bonds, debentures, notes, loan agreements or other similar
        instruments;

       

      (b) all
        direct or contingent obligations of such Person arising under letters of
        credit
        (including standby and commercial), bankers’ acceptances, bank guaranties,
        surety bonds (but only to the extent that such surety bonds exceed $10,000,000
        in the aggregate) and similar instruments;

       

      (c) net
        obligations of such Person under any Swap Contract;

       

      (d) all
        obligations of such Person to pay the deferred purchase price of property
        or
        services (other than trade accounts payable in the ordinary course of business);
        

       

      (e) indebtedness
        (excluding prepaid interest thereon) secured by a Lien on property owned
        or
        being purchased by such Person (including indebtedness arising under conditional
        sales or other title retention agreements), whether or not such indebtedness
        shall have been assumed by such Person or is limited in recourse;

       

      (f) capital
        leases and Synthetic Lease Obligations; and 

       

      (g) all
        Guarantees of such Person in respect of any of the foregoing.

       

      For
        all
        purposes hereof, the Indebtedness of any Person shall include the Indebtedness
        of any partnership or joint venture (other than a joint venture that is itself
        a
        corporation or limited

       


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      liability
        company) in which such Person is a general partner or a joint venturer, unless
        such Indebtedness is expressly made non-recourse to such Person. The amount
        of
        any net obligation under any Swap Contract on any date shall be deemed to
        be the
        Swap Termination Value thereof as of such date. The amount of any capital
        lease
        or Synthetic Lease Obligation as of any date shall be deemed to be the amount
        of
        Attributable Indebtedness in respect thereof as of such date. The amount
        of any
        Indebtedness described in clause (e), if such Indebtedness has not been assumed
        or is limited in recourse to the property subject to such Lien, shall be
        deemed
        to be an amount equal to the lesser of the fair market value of the such
        property or the Indebtedness secured thereby. Notwithstanding anything contained
        herein to the contrary, and subject to Section 7.2(g), the obligation to
        repurchase Stafford Loans in accordance with the Stafford Loan Program shall
        not
        constitute Indebtedness.

       

      “Indemnified
        Liabilities”
has
        the
        meaning set forth in Section 11.5.

       

      “Indemnitees”
has
        the
        meaning set forth in Section 11.5.

       

      “Interest
        Payment Date”
means,
        (a) as to any Loan other than a Base Rate Loan, the last day of each Interest
        Period applicable to such Loan and the Maturity Date; provided,
        however,
        that if
        any Interest Period for a Eurocurrency Rate Loan exceeds three months, the
        respective dates that fall every three months after the beginning of such
        Interest Period shall also be Interest Payment Dates; and (b) as to any Base
        Rate Loan (including a Swing Line Loan), the last Business Day of each March,
        June, September and December and the Maturity Date.

       

      “Interest
        Period”
means,
        as to each Eurocurrency Rate Loan, the period commencing on the date such
        Eurocurrency Rate Loan is disbursed or converted to or continued as a
        Eurocurrency Rate Loan and ending on the date one, two, three or six months
        thereafter, as selected by the applicable Borrower in its Revolving Loan
        Notice
        provided that:

       

      (i) any
        Interest Period that would otherwise end on a day that is not a Business
        Day
        shall be extended to the next succeeding Business Day unless such Business
        Day
        falls in another calendar month, in which case such Interest Period shall
        end on
        the next preceding Business Day;

       

      (ii) any
        Interest Period that begins on the last Business Day of a calendar month
        (or on
        a day for which there is no numerically corresponding day in the calendar
        month
        at the end of such Interest Period) shall end on the last Business Day of
        the
        calendar month at the end of such Interest Period; and

       

      (iii) no
        Interest Period shall extend beyond the Maturity Date.

       

      “Investment”
means,
        as to any Person, any direct or indirect acquisition or investment by such
        Person, whether by means of (a) the purchase or other acquisition of capital
        stock or other securities of another Person, (b) a loan, advance or capital
        contribution to, Guarantee or assumption of debt of, or purchase or other
        acquisition of any other debt or equity participation or interest in, another
        Person, including any partnership or joint venture interest in such other
        Person, or (c) the purchase or other acquisition (in one transaction or a
        series
        of transactions) of assets of another Person that constitute a business unit.
        For purposes of covenant compliance,

       


      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      


      the
        amount of any Investment shall be the amount actually invested, without
        adjustment for subsequent increases or decreases in the value of such
        Investment.

       

      “IP
        Rights”
has
        the
        meaning set forth in Section 5.18.

       

      “IRS”
means
        the United States Internal Revenue Service.

       

      “ISP”
means,
        with respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
        later version thereof as may be in effect at the time of issuance).

       

      “Issuer
        Documents”
means
        with respect to any Letter of Credit, the Letter of Credit Application, and
        any
        other document, agreement and instrument entered into by the L/C Issuer and
        DeVry (or any Subsidiary) or in favor the L/C Issuer and relating to such
        Letter
        of Credit.

       

      “Laws”
means,
        collectively, all international, foreign, Federal, state and local statutes,
        treaties, rules, guidelines, regulations, ordinances, codes and administrative
        or judicial precedents or authorities, including the interpretation or
        administration thereof by any Governmental Authority charged with the
        enforcement, interpretation or administration thereof, and all applicable
        administrative orders, directed duties, requests, licenses, authorizations
        and
        permits of, and agreements with, any Governmental Authority, in each case
        whether or not having the force of law.

       

      “L/C
        Advance”
means,
        with respect to each Lender, such Lender’s funding of its participation in any
        L/C Borrowing in accordance with its Pro Rata Share. All L/C Advances shall
        be
        denominated in Dollars

       

      “L/C
        Borrowing”
means
        an extension of credit resulting from a drawing under any Letter of Credit
        which
        has not been reimbursed on the date when made or refinanced as a Borrowing.
        All
        L/C Borrowings shall be denominated in Dollars.

       

      “L/C
        Credit Extension”
means,
        with respect to any Letter of Credit, the issuance thereof or extension of
        the
        expiry date thereof, or the renewal or increase of the amount
        thereof.

       

      “L/C
        Issuer”
means
        Bank of America in its capacity as issuer of Letters of Credit hereunder,
        or any
        successor issuer of Letters of Credit hereunder. 

       

      “L/C
        Obligations”
means,
        as at any date of determination, the aggregate undrawn amount of all outstanding
        Letters of Credit plus the aggregate of all Unreimbursed Amounts, including
        all
        L/C Borrowings.

       

      “Lender”
has
        the
        meaning specified in the introductory paragraph hereto and, as the context
        requires, includes the L/C Issuer and the Swing Line Lender.

       

      “Lending
        Office”
means,
        as to any Lender, the office or offices of such Lender described as such
        in such
        Lender’s Administrative Questionnaire, or such other office or offices as a
        Lender may from time to time notify the Borrowers and the Administrative
        Agent.

       


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      


      “Letter
        of Credit”
means
        any standby letter of credit issued hereunder and shall include the Existing
        Letters of Credit. Letters of Credit may be issued in Dollars or in an
        Alternative Currency.

       

      “Letter
        of Credit Application”
means
        an application and agreement for the issuance or amendment of a Letter of
        Credit
        in the form from time to time in use by the L/C Issuer.

       

      “Letter
        of Credit Expiration Date”
means
        the day that is seven days prior to the Maturity Date then in effect (or,
        if
        such day is not a Business Day, the next preceding Business Day).

       

      “Letter
        of Credit Sublimit”
means
        an amount equal to $50,000,000. The Letter of Credit Sublimit is part of,
        and
        not in addition to, the Aggregate Commitments.

       

      “Lien”
means
        any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), charge, or preference, priority or
        other
        security interest or preferential arrangement of any kind or nature whatsoever
        (including any conditional sale or other title retention agreement, and any
        financing lease having substantially the same economic effect as any of the
        foregoing).

       

      “Loan”
means
        an extension of credit by a Lender to a Borrower under Article II in the
        form of
        a Revolving Loan or a Swing Line Loan.

       

      “Loan
        Documents”
means
        this Agreement, each Note, the Original Fee Letter, the Third Amendment Fee
        Letter, the U.S. Guaranty, the Offshore Guaranty, the Pledge Documents and
        any
        documents executed pursuant to Section 7.14.

       

      “Loan
        Parties”
means,
        collectively, the Borrowers, each Guarantor and any Special Non U.S.
        Subsidiary.

       

      “Mandatory
        Cost”
means,
        with respect to any period, the percentage rate per annum determined in
        accordance with Schedule 1.1B.

       

      “Material
        Adverse Effect”
means
        (a) a material adverse effect on the business, assets, regulatory or tax
        status,
        properties, liabilities (actual or contingent), operations or condition
        (financial or otherwise) of DeVry and its Subsidiaries taken as a whole;
        (b) a
        material impairment of the ability of any Loan Party to perform its obligations
        under any Loan Document to which it is a party; or (c) a material adverse
        effect
        upon the legality, validity, binding effect or enforceability against any
        Loan
        Party of any Loan Document to which it is a party.

       

      “Maturity
        Date”
means
        January 11, 2012.

       

      "Moody's"
        means
        Moody's Investors Service, Inc. and any successor thereto.

       

      “Multiemployer
        Plan”
means
        any employee benefit plan of the type described in Section 4001(a)(3) of
        ERISA, to which DeVry or any ERISA Affiliate makes or is obligated to make
        contributions, or during the preceding five plan years, has made or been
        obligated to make contributions.

       


      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


      “Net
        Cash Proceeds”
means
        with respect to any Asset Sale of DeVry or any Subsidiary, the excess, if
        any,
        of (i) the sum of cash and cash equivalents received in connection with such
        sale (including any cash received by way of deferred payment pursuant to,
        or by
        monetization of, a note receivable or otherwise, but only as and when so
        received) over (ii) the sum of (A) the principal amount of any Indebtedness
        that
        is secured by such asset and that is required to be repaid in connection
        with
        the sale thereof, (B) the out-of-pocket expenses incurred by DeVry or any
        Subsidiary in connection with such Asset Sale, (C) income taxes reasonably
        estimated to be actually payable within two years of the date of the relevant
        Asset Sale as a result of any gain recognized in connection therewith, (D)
        the
        amount required to be paid to any Person (other than DeVry or any Subsidiary)
        owning a beneficial interest in the assets subject to the Asset Sale, and
        (E)
        appropriate amounts to be provided by DeVry or any Subsidiary, as the case
        may
        be, as a reserve, in accordance with GAAP, against any liabilities associated
        with such Asset Sale and retained by DeVry or any such Subsidiary, as the
        case
        may be, after such Asset Sale (including pension and other post-employment
        benefit liabilities, Environmental Liabilities and liabilities under any
        indemnification obligations associated with such Asset Sale), provided that
        to
        the extent and at the time any such amounts are released from such reserve
        (and
        not applied to such liabilities), such amounts shall constitute Net Cash
        Proceeds.

       

      “1996
        Credit Agreement”
means
        that certain Credit Agreement dated as of June 12, 1996 among DeVry
        University, Inc., Bank of America, as agent, and a syndicate of lenders,
        as
        amended or modified.

       

      "Nonrenewal
        Notice Date"
        has the
        meaning specified in Section 2.3(b)(iii).

       

      “Note”
means
        a
        promissory note made by a Borrower in favor of a Lender evidencing Loans
        made by
        such Lender, substantially in the form of Exhibit C-1 in the case of DeVry
        or
        C-2 in the case of GEI.

       

      “Obligations”
means
        (i) all advances to, and debts, liabilities, obligations, covenants and duties
        of, any Loan Party arising under any Loan Document or otherwise with respect
        to
        any Loan or Letter of Credit, and (ii) all debts, liabilities, obligations,
        covenants and duties of any Loan Party arising under any Specified Swap
        Contract, in the case of each of clauses (i) and (ii), whether direct or
        indirect (including those acquired by assumption), absolute or contingent,
        due
        or to become due, now existing or hereafter arising and including interest
        and
        fees that accrue after the commencement by or against any Loan Party or any
        Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
        Person as the debtor in such proceeding, regardless of whether such interest
        and
        fees are allowed claims in such proceeding.

       

      “Offshore
        Guarantor”
means
        each Subsidiary of GEI
        which
        has executed and delivered to the Administrative Agent an Offshore
        Guaranty.

       

      “Offshore
        Subsidiary Guaranty”
means
        a
        guaranty substantially in the form of Exhibit F-2.

       

      “Offshore
        Subsidiary”
means
        any Subsidiary of GEI which is not a U.S. Subsidiary.

       

      “Organization
        Documents”
means,
        (a) with respect to any corporation, the certificate or articles of
        incorporation and the bylaws (or equivalent or comparable constitutive
        documents

       


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      with
        respect to any Offshore jurisdiction); (b) with respect to any limited liability
        company, the certificate or articles of formation or organization and operating
        agreement; and (c) with respect to any partnership, joint venture, trust
        or
        other form of business entity, the partnership, joint venture or other
        applicable agreement of formation or organization and any agreement, instrument,
        filing or notice with respect thereto filed in connection with its formation
        or
        organization with the applicable Governmental Authority in the jurisdiction
        of
        its formation or organization and, if applicable, any certificate or articles
        of
        formation or organization of such entity.

       

      “Original
        Closing Date”
means
        the date on or about May 16, 2003 representing the first date all the conditions
        precedent in Section 4.1 were satisfied or waived in accordance with Section
        4.1. 

       

      “Original
        Fee Letter”
means
        the letter agreement, dated March 19, 2003 among DeVry, the Administrative
        Agent and the Arranger.

       

      “Other
        Taxes”
has
        the
        meaning specified in Section 3.1(b).

       

      “Outstanding
        Amount”
means
        (i) with respect to Revolving Loans and Swing Line Loans on any date, the
        Dollar
        Equivalent amount of the aggregate outstanding principal amount thereof after
        giving effect to any borrowings and prepayments or repayments of Revolving
        Loans
        and Swing Line Loans, as the case may be, occurring on such date; and (ii)
        with
        respect to any L/C Obligations on any date, the Dollar Equivalent amount
        of the
        aggregate outstanding amount of such L/C Obligations on such date after giving
        effect to any L/C Credit Extension occurring on such date and any other changes
        in the aggregate amount of the L/C Obligations as of such date, including
        as a
        result of any reimbursements of outstanding unpaid drawings under any Letters
        of
        Credit or any reductions in the maximum amount available for drawing under
        Letters of Credit taking effect on such date.

       

      “Overnight
        Rate”
means,
        for any day, (a) with respect to any amount denominated in Dollars, the greater
        of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
        Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case
        may
        be, in accordance with banking industry rules on interbank compensation,
        and (b)
        with respect to any amount denominated in an Alternative Currency, the rate
        of
        interest per annum at which overnight deposits in the applicable Alternative
        Currency, in an amount approximately equal to the amount with respect to
        which
        such rate is being determined, would be offered for such day by a branch
        or
        Affiliate of Bank of America in the applicable offshore interbank market
        for
        such currency to major banks in such interbank market.

       

      “Participant”
has
        the
        meaning specified in Section 11.7(d).

       

      “Participating
        Member State”
means
        each state so described in any EMU Legislation.

       

      “PBGC”
means
        the Pension Benefit Guaranty Corporation.

       

      “Pension
        Plan”
means
        any “employee pension benefit plan” (as such term is defined in Section 3(2) of
        ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
        and is sponsored or maintained by DeVry or any ERISA Affiliate or to which
        DeVry
        or any

       


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      ERISA
        Affiliate contributes or has an obligation to contribute, or in the case
        of a
        multiple employer or other plan described in Section 4064(a) of ERISA, has
        made
        contributions at any time during the immediately preceding five plan
        years.

       

      “Permitted
        Acquisition”
means
        an Acquisition which meets each of the following conditions:

       

      (i)
        DeVry
        shall have given to the Administrative Agent 30 days’ notice of the proposed
        closing date thereof (together with a summary thereof), it being understood
        that
        promptly upon receipt of such notice the Administrative Agent shall furnish
        a
        copy thereof to the Lenders or post a copy thereof on IntraLinks/IntraAgency
        or
        another relevant website for access thereto by each Lender;

       

      (ii)
        such
        Acquisition is non-hostile (i.e., the prior, effective written consent or
        approval to such Acquisition of the board of directors or equivalent governing
        body of the Acquired Entity is obtained);

       

      (iii)
        the
        Acquired Entity represents a line of business substantially the same as or
        related or incidental to the lines of business carried on by DeVry and its
        Subsidiaries on the date hereof;

       

      (iv)
        if
        the Acquired Entity is an accredited, Title IV eligible institution and the
        total consideration for the Acquisition exceeds $25,000,000, such Acquired
        Entity is in good standing with all applicable accrediting agencies (it being
        understood that, for purposes hereof, an Acquired Entity shall be deemed
        not to
        be in good standing if it shall have received an order, notice or other decision
        from an accrediting agency in a jurisdiction in which such Acquired Entity
        provides post secondary education, to the effect that the authority of such
        Acquired Entity to provide postsecondary education in such jurisdiction is
        or
        will be withdrawn, revoked or terminated); 

       

      (v)
        immediately before and after giving effect to such Acquisition, (a) no Default
        or Event of Default shall exist, and (b) the financial tests set forth in
        Section 7.15, determined on a pro forma basis, shall not exceed the limits
        specified in Section 7.15; and

       

      (vi)
        DeVry shall have delivered to the Administrative Agent a certificate of a
        Senior
        Responsible Officer satisfactory to the Administrative Agent to the effect
        of
        the matters set forth in clauses (ii) through (v) above (it being understood
        that such certificate shall include reasonable calculations supporting the
        matters set forth therein).

       

      “Person”
means
        any natural person, corporation, limited liability company, trust, joint
        venture, association, company, partnership, Governmental Authority or other
        entity.

       

      “Plan”
means
        any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
        established by DeVry or, with respect to any such plan that is subject to
        Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

       

      “Platform”
has
        the
        meaning specified in Section
        6.2.

       


      
        
          
          

        

        
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      “Pledge
        Agreement”
means
        the Pledge and Intercreditor Agreement dated as of May
        16,
        2003
        among DeVry, various Subsidiaries party thereto, and the Collateral Agent
        for
        the benefit of the Secured Parties, substantially in the form of Exhibit G,
        as the same may be amended, modified or supplemented from time to
        time.

       

      “Pledge
        Documents”
means
        the Pledge Agreement and all documents executed in connection therewith or
        provided for therein.

       

      “Pro
        Rata Share”
means,
        with respect to each Lender at any time, a fraction (expressed as a percentage,
        carried out to the ninth decimal place), the numerator of which is the amount
        of
        the Commitment of such Lender at such time and the denominator of which is
        the
        amount of the Aggregate Commitments at such time; provided that if the
        commitment of each Lender to make Loans and the obligation of the L/C Issuer
        to
        make L/C Credit Extensions have been terminated pursuant to Section 8.2,
        then
        the Pro Rata Share of each Lender shall be determined based on the Pro Rata
        Share of such Lender immediately prior to such termination and after giving
        effect to any subsequent assignments made pursuant to the terms hereof. The
        initial Pro Rata Share of each Lender is set forth opposite the name of such
        Lender on Schedule 2.1 or in the Assignment and Assumption pursuant to which
        such Lender becomes a party hereto, as applicable.

       

      “Register”
has
        the
        meaning set forth in Section 11.7(c).

       

      "Reorganization"
        means
        the transfer of the proceeds of Senior Debt by GEI and the exchange and/or
        issuance of shares by GEI and other Subsidiaries on the Original Closing
        Date in
        connection with the Dominica Acquisition which results in Ross University
        Management Inc. being a wholly owned Subsidiary of GEI.

       

      “Request
        for Credit Extension”
means
        (a) with respect to a Borrowing, conversion or continuation of Revolving
        Loans,
        a Revolving Loan Notice, (b) with respect to an L/C Credit Extension, a Letter
        of Credit Application, and (c) with respect to a Swing Line Loan, a Swing
        Line
        Loan Notice.

       

      “Required
        Lenders”
means,
        as of any date of determination, at least two Lenders having more than 50%
        of
        the Aggregate Commitments or, if the commitment of each Lender to make Loans
        and
        the obligation of the L/C Issuer to make L/C Credit Extensions have been
        terminated pursuant to Section 8.2, at least two Lenders holding in the
        aggregate more than 50% of the Total Outstandings (with the aggregate amount
        of
        each Lender’s risk participation and funded participation in L/C Obligations and
        Swing Line Loans being deemed “held” by such Lender for purposes of this
        definition).

       

      “Responsible
        Officer”
means
        the chief executive officer, president, chief financial officer, treasurer
        or
        assistant treasurer of a Loan Party. Any document delivered hereunder that
        is
        signed by a Responsible Officer of a Loan Party shall be conclusively presumed
        to have been authorized by all necessary corporate, partnership and/or other
        action on the part of such Loan Party and such Responsible Officer shall
        be
        conclusively presumed to have acted on behalf of such Loan Party.

       

      “Restricted
        Payment”
means
        any dividend or other distribution (whether in cash, securities or other
        property) with respect to any capital stock or other equity interest of DeVry
        or

       


      
        
          
          

        

        
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      any
        Subsidiary, or any payment (whether in cash, securities or other property),
        including any sinking fund or similar deposit, on account of the purchase,
        redemption, retirement, acquisition, cancellation or termination of any such
        capital stock or other equity interest or of any option, warrant or other
        right
        to acquire any such capital stock or other equity interest.

       

      “Revaluation
        Date”
means
        (a) with respect to any Loan, each of the following: (i) each date of a
        Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency,
        (ii) each date of a continuation of a Eurocurrency Rate Loan denominated
        in an
        Alternative Currency pursuant to Section 2.02, and (iii) such additional
        dates
        as the Administrative Agent shall determine or the Required Lenders shall
        require; and (b) with respect to any Letter of Credit, each of the following:
        (i) each date of issuance of a Letter of Credit denominated in an Alternative
        Currency, (ii) each date of an amendment of any such Letter of Credit having
        the
        effect of increasing the amount thereof (solely with respect to the increased
        amount), (iii) each date of any payment by the L/C Issuer under any Letter
        of
        Credit denominated in an Alternative Currency, and (iv) such additional dates
        as
        the Administrative Agent or the L/C Issuer shall determine or the Required
        Lenders shall require. 

       

      “Revolving
        Borrowing”
means
        a
        borrowing consisting of simultaneous Revolving Loans of the same Type, in
        the
        same currency, and, in the case of Eurocurrency Rate Loans, having the same
        Interest Period made by each of the Lenders pursuant to Section
        2.1.

       

      “Revolving
        Loan”
has
        the
        meaning set forth in Section 2.1.

       

      “Revolving
        Loan Notice”
means
        a
        notice of (a) a Revolving Borrowing, (b) a conversion of Revolving Loans
        from
        one Type to the other, or (c) a continuation of Eurocurrency Rate Loans,
        pursuant to Section 2.2(a), which, if in writing, shall be substantially
        in the
        form of Exhibit A.

       

      “RUMI”
means
        Ross University Management, Inc.

       

      “RUSI”
means
        Ross University Services, Inc.

       

      “RUSOM”
means
        Ross University School of Medicine School of Veterinary Medicine
        Limited.

       

      “RUSOV”
means
        Ross University School of Medicine School of Veterinary Medicine (St. Kitts)
        Limited.

       

      "Sale
        and Leaseback"
        has the
        meaning specified in Section 7.12.

       

      "S&P"
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc. and any successor thereto.

       

      “Same
        Day Funds”
means
        (a) with respect to disbursements and payments in Dollars, immediately available
        funds, and (b) with respect to disbursements and payments in an Alternative
        Currency, same day or other funds as may be determined by the Administrative
        Agent or the L/C Issuer, as the case may be, to be customary in the place
        of
        disbursement or

       


      
        
          
          

        

        
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      payment
        for the settlement of international banking transactions in the relevant
        Alternative Currency.

       

      “SEC”
means
        the Securities and Exchange Commission, or any Governmental Authority succeeding
        to any of its principal functions.

       

      “Secured
        Parties”
has
        the
        meaning specified in the Pledge Agreement.

       

      “Senior
        Debt”
means
        the Obligations and the Senior Notes (to the extent then
        outstanding).

       

      “Senior
        Notes”
means
        the $75,000,000 Floating Rate Senior Notes of DeVry due April 30, 2010, and
        the
        $50,000,000 Floating Rate Senior Notes of GEI
        due
        April 30, 2010, in each case issued pursuant to the Senior Note Purchase
        Agreement.

       

      “Senior
        Note Funding Certificate”
has
        the
        meaning specified in Section 4.1(a)(xiii).

       

      “Senior
        Note Purchase Agreement”
means
        the Note Purchase Agreement dated as of May
        16,
        2003
        among the Borrowers and the note purchasers parties thereto, as the same
        may be
        amended or modified.

       

      “Senior
        Responsible Officer”
means
        the chief executive officer, president or chief financial officer of
        DeVry.

       

      “Shareholders’
        Equity”
means,
        as of any date of determination, consolidated shareholders’ equity of DeVry and
        its Subsidiaries as of that date determined in accordance with
        GAAP.

       

      "Special
        Non-U.S. Subsidiary"
        has the
        meaning specified in Section 7.14.

       

      “Special
        Notice Currency”
means
        at any time an Alternative Currency, other than the currency of a country
        that
        is a member of the Organization for Economic Cooperation and Development
        at such
        time located in North America or Europe.

       

      “Specified
        Swap Contract”
means
        any Swap Contract between any Loan Party and any Lender or any Affiliate
        of any
        Lender.

       

      "Specified
        Swap Obligations"
        means
        Obligations in respect of any and all Specified Swap Contracts.

       

      “Spot
        Rate”
for
        a
        currency means the rate determined by the Administrative Agent or the L/C
        Issuer, as applicable, to be the rate quoted by the Person acting in such
        capacity as the spot rate for the purchase by such Person of such currency
        with
        another currency through its principal foreign exchange trading office at
        approximately 11:00 a.m. on the date two Business Days prior to the date
        as of
        which the foreign exchange computation is made; provided that the Administrative
        Agent or the L/C Issuer may obtain such spot rate from another financial
        institution designated by the Administrative Agent or the L/C Issuer if the
        Person acting in such capacity does not have as of the date of determination
        a
        spot buying rate for any such currency;

       


      
        
          
          

        

        
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      and
        provided further that the L/C Issuer may use such spot rate quoted on the
        date
        as of which the foreign exchange computation is made in the case of any Letter
        of Credit denominated in an Alternative Currency.

       

      "Stafford
        Loans"
        means
        (a) loans for which the interest rate is governed by Section 427A(a), Section
        427A(d), 427A(e), Section 427A(f), Section 427A(g), Section 427A(h)(1), Section
        427A(j)(1), Section 427A(j)(2), Section 427A(k)(1), Section 427A(k)(2) or
        Section 427A(l)(2) of the Higher Education Act of 1965, as amended from time
        to
        time, and all regulations and directives promulgated thereunder from time
        to
        time (the "Act"), and (b) loans made under Section 428H of the Act authorized
        under Section 427 of the Act.

       

      "Stafford
        Loan Program"
        means
        Stafford Loans which are initially made by DeVry or its Subsidiaries to graduate
        students and ultimately sold to the Student Loan Marketing Association pursuant
        to (a) the Origination and Servicing Agreement and the Sale and Purchase
        Agreement, each dated as of April 6, 2006 and between DeVry University Inc.
        and
        Wachovia Education Finance Inc., as such agreements may be amended, modified
        or
        restated or replaced from time to time and (b) any similar agreements entered
        into by DeVry or any of its Subsidiaries with other financial institutions
        from
        time to time.

       

      “Subsidiary”
of
        a
        Person means a corporation, partnership, joint venture, limited liability
        company or other business entity of which a majority of the shares of securities
        or other interests having ordinary voting power for the election of directors
        or
        other governing body (other than securities or interests having such power
        only
        by reason of the happening of a contingency) are at the time beneficially
        owned,
        or the management of which is otherwise controlled, directly, or indirectly
        through one or more intermediaries, or both, by such Person. Unless otherwise
        specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
        refer to a Subsidiary or Subsidiaries of DeVry.

       

      “Sterling”
and
        “£”
mean
        the lawful currency of the United Kingdom.

       

      “Swap
        Contract”
means
        (a) any and all rate swap transactions, basis swaps, credit derivative
        transactions, forward rate transactions, commodity swaps, commodity options,
        forward commodity contracts, equity or equity index swaps or options, bond
        or
        bond price or bond index swaps or options or forward bond or forward bond
        price
        or forward bond index transactions, interest rate options, forward foreign
        exchange transactions, cap transactions, floor transactions, collar
        transactions, currency swap transactions, cross-currency rate swap transactions,
        currency options, spot contracts, or any other similar transactions or any
        combination of any of the foregoing (including any options to enter into
        any of
        the foregoing), whether or not any such transaction is governed by or subject
        to
        any master agreement, and (b) any and all transactions of any kind, and the
        related confirmations, which are subject to the terms and conditions of,
        or
        governed by, any form of master agreement published by the International
        Swaps
        and Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement, or any other master agreement (any such master agreement, together
        with any related schedules, a “Master Agreement”), including any such
        obligations or liabilities under any Master Agreement.

       


      
        
          
          

        

        
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      “Swap
        Termination Value”
means,
        in respect of any one or more Swap Contracts, after taking into account the
        effect of any legally enforceable netting agreement relating to such Swap
        Contracts, (a) for any date on or after the date such Swap Contracts have
        been
        closed out and termination value(s) determined in accordance therewith, such
        termination value(s), and (b) for any date prior to the date referenced in
        clause (a), the amount(s) determined as the mark-to-market value(s) for such
        Swap Contracts, as determined based upon one or more mid-market or other
        readily
        available quotations provided by any recognized dealer in such Swap Contracts
        (which may include a Lender or any Affiliate of a Lender).

       

      “Swing
        Line”
means
        the revolving credit facility made available by the Swing Line Lender pursuant
        to Section 2.4.

       

      “Swing
        Line Borrowing”
means
        a
        borrowing of a Swing Line Loan pursuant to Section 2.4.

       

      “Swing
        Line Lender”
means
        Bank of America in its capacity as provider of Swing Line Loans, or any
        successor swing line lender hereunder.

       

      “Swing
        Line Loan”
has
        the
        meaning specified in Section 2.4(a).

       

      “Swing
        Line Loan Notice”
means
        a
        notice of a Swing Line Borrowing pursuant to Section 2.4(b), which, if in
        writing, shall be substantially in the form of Exhibit B.

       

      “Swing
        Line Sublimit”
means
        an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate
        Commitments. The Swing Line Sublimit is part of, and not in addition to,
        the
        Aggregate Commitments.

       

      “Synthetic
        Lease Obligation”
means
        the monetary obligation of a Person under (a) a so-called synthetic, off-balance
        sheet or tax retention lease, or (b) an agreement for the use or possession
        of
        property creating obligations that do not appear on the balance sheet of
        such
        Person but which, upon the insolvency or bankruptcy of such Person, would
        be
        characterized as the indebtedness of such Person (without regard to accounting
        treatment). 

       

      “TARGET
        Day”
means
        any day on which the Trans-European Automated Real-time Gross Settlement
        Express
        Transfer (TARGET) payment system (or, if such payment system ceases to be
        operative, such other payment system (if any) determined by the Administrative
        Agent to be a suitable replacement) is open for the settlement of payments
        in
        Euro.

       

      “Taxes”
has
        the
        meaning specified in Section 3.1(a).

       

      “Third
        Amendment Closing Date”
means
        the first date all the conditions precedent in Section 11.1 are satisfied
        or
        waived in accordance with Section 11.1.

       

      “Third
        Amendment Fee Letter”
means
        the letter agreement, dated December 20, 2006 among DeVry, the Administrative
        Agent and the Arranger.

       

      “Title
        IV”
means
        Title IV of the Higher Education Act of 1965, as amended, 20 U.S.C.A. (S)
        1070,
        and any amendments or successor statutes thereto.

       


      
        
          
          

        

        
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      “Title
        IV Programs”
means
        the Title IV Programs as defined in Section 668.1(c) of 34
        C.F.R.

       

      “Threshold
        Amount”
means
        $10,000,000.

       

      “Total
        Outstandings”
means
        the aggregate Outstanding Amount of all Loans and all L/C
        Obligations.

       

      “Type”
means,
        with respect to a Revolving Loan, its character as a Base Rate Loan or a
        Eurocurrency Rate Loan.

       

      “United
        States”
and
        “U.S.”
mean
        the United States of America.

       

      “Unreimbursed
        Amount”
has
        the
        meaning set forth in Section 2.3(c)(i).

       

      “U.S.
        Guarantor”
means
        each U.S. Subsidiary which has executed and delivered to the Administrative
        Agent a U.S. Guaranty.

       

      “U.S.
        Subsidiary”
means
        any Subsidiary that is organized under the laws of any political subdivision
        of
        the United States; provided,
        however,
        that
        any Subsidiary organized under the laws of any political subdivision of the
        United States which is owned by GEI or any of its Subsidiaries shall be deemed
        an Offshore Subsidiary.

       

      “U.S.
        Subsidiary Guaranty"
        means a
        guaranty substantially in the form of Exhibit F-1.

       

      “Wholly-Owned
        Subsidiary”
of
        a
        Person means (i) any Subsidiary all of the outstanding voting securities
        of
        which shall at the time be owned or controlled, directly or indirectly, by
        such
        Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
        Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii)
        any
        partnership, limited liability company, association, joint venture or similar
        business organization 100% of the ownership interests having ordinary voting
        power of which shall at the time be so owned or controlled.

       

      1.2.
        Other
        Interpretive Provisions.
        

       

      With
        reference to this Agreement and each other Loan Document, unless otherwise
        specified herein or in such other Loan Document:

       

      (a)
        The
        meanings of defined terms are equally applicable to the singular and plural
        forms of the defined terms.

       

      (b)
        (i)
        The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar
        import when used in any Loan Document shall refer to such Loan Document as
        a
        whole and not to any particular provision thereof.

       

      (i)
        Article, Section, Exhibit and Schedule references are to the Loan Document
        in
        which such reference appears.

       

      (ii)
        The
        term “including” is by way of example and not limitation.

       


      
        
          
          

        

        
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      (iii)
        The
        term “documents” includes any and all instruments, documents, agreements,
        certificates, notices, reports, financial statements and other writings,
        however
        evidenced, whether in physical or electronic form.

       

      (c)
        In
        the computation of periods of time from a specified date to a later specified
        date, the word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
        including.”

       

      (d)
        Section headings herein and in the other Loan Documents are included for
        convenience of reference only and shall not affect the interpretation of
        this
        Agreement or any other Loan Document.

       

      1.3.
        Accounting
        Terms.
        

       

      (a)
        All
        accounting terms not specifically or completely defined herein shall be
        construed in conformity with, and all financial data (including financial
        ratios
        and other financial calculations) required to be submitted pursuant to this
        Agreement shall be prepared in conformity with, GAAP applied on a consistent
        basis, as in effect from time to time, applied in a manner consistent with
        that
        used in preparing the Audited Financial Statements, except as otherwise
        specifically prescribed herein.

       

      (b)
        If at
        any time any change in GAAP would affect the computation of any financial
        ratio
        or requirement set forth in any Loan Document, and either DeVry or the Required
        Lenders shall so request, the Administrative Agent, the Lenders and DeVry
        shall
        negotiate in good faith to amend such ratio or requirement to preserve the
        original intent thereof in light of such change in GAAP (subject to the approval
        of the Required Lenders); provided that, until so amended, (i) such ratio
        or
        requirement shall continue to be computed in accordance with GAAP prior to
        such
        change therein and (ii) DeVry shall provide to the Administrative Agent and
        the Lenders financial statements and other documents required under this
        Agreement or as reasonably requested hereunder setting forth a reconciliation
        between calculations of such ratio or requirement made before and after giving
        effect to such change in GAAP.

       

      1.4.
        Rounding.
        

       

      Any
        financial ratios required to be maintained by DeVry pursuant to this Agreement
        shall be calculated by dividing the appropriate component by the other
        component, carrying the result to one place more than the number of places
        by
        which such ratio is expressed herein and rounding the result up or down to
        the
        nearest number (with a rounding-up if there is no nearest number).

       

      1.5.
        References
        to Agreements and Laws.
        

       

      Unless
        otherwise expressly provided herein, (a) references to Organization Documents,
        agreements (including the Loan Documents) and other contractual instruments
        shall be deemed to include all subsequent amendments, restatements, extensions,
        supplements and other modifications thereto, but only to the extent that
        such
        amendments, restatements, extensions, supplements and other modifications
        are
        not prohibited by any Loan Document; and (b)

       


      
        
          
          

        

        
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      references
        to any Law shall include all statutory and regulatory provisions consolidating,
        amending, replacing, supplementing or interpreting such Law.

       

      1.6.
        Times
        of Day.

       

      Unless
        otherwise specified, all references herein to times of day shall be references
        to Central time (daylight or standard, as applicable).

       

      1.7.
        Exchange
        Rates; Currency Equivalents.
        i)
        The
        Administrative Agent or the L/C Issuer, as applicable, shall determine the
        Spot
        Rates as of each Revaluation Date to be used for calculating Dollar Equivalent
        amounts of Credit Extensions and Outstanding Amounts denominated in Alternative
        Currencies. Such Spot Rates shall become effective as of such Revaluation
        Date
        and shall be the Spot Rates employed in converting any amounts between the
        applicable currencies until the next Revaluation Date to occur. Except for
        purposes of financial statements delivered by Loan Parties hereunder or
        calculating financial covenants hereunder or except as otherwise provided
        herein, the applicable amount of any currency (other than Dollars) for purposes
        of the Loan Documents shall be such Dollar Equivalent amount as so determined
        by
        the Administrative Agent or the L/C Issuer, as applicable.

       

      (b)
        Wherever in this Agreement in connection with a Revolving Borrowing, conversion,
        continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
        amendment or extension of a Letter of Credit, an amount, such as a required
        minimum or multiple amount, is expressed in Dollars, but such Revolving
        Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an
        Alternative Currency, such amount shall be the relevant Alternative Currency
        Equivalent of such Dollar amount (rounded to the nearest unit of such
        Alternative Currency, with 0.5 of a unit being rounded upward), as determined
        by
        the Administrative Agent or the L/C Issuer, as the case may be.

       

      1.8.
        Additional
        Alternative Currencies.
        ii)
        DeVry
        may from time to time request that Eurocurrency Rate Loans be made and/or
        Letters of Credit be issued in a currency other than those specifically listed
        in the definition of “Alternative Currency;” provided that such requested
        currency is a lawful currency (other than Dollars) that is readily available
        and
        freely transferable and convertible into Dollars. In the case of any such
        request with respect to the making of Eurocurrency Rate Loans, such request
        shall be subject to the approval of the Administrative Agent and the Lenders;
        and in the case of any such request with respect to the issuance of Letters
        of
        Credit, such request shall be subject to the approval of the Administrative
        Agent and the L/C Issuer.

       

      (b)
        Any
        such request shall be made to the Administrative Agent not later than 11:00
        a.m., 15 Business Days prior to the date of the desired Credit Extension
        (or
        such other time or date as may be agreed by the Administrative Agent and,
        in the
        case of any such request pertaining to Letters of Credit, the L/C Issuer,
        in its
        or their sole discretion). In the case of any such request pertaining to
        Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each
        Lender thereof; and in the case of any such request pertaining to Letters
        of
        Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof.
        Each Lender (in the case of any such request pertaining to Eurocurrency Rate
        Loans) or the L/C Issuer (in the case of a request pertaining to Letters
        of
        Credit) shall notify the Administrative Agent, not later than 11:00

       


      
        
          
          

        

        
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      a.m.,
        five Business Days after receipt of such request whether or not it consents,
        in
        its sole discretion, to the making of Eurocurrency Rate Loans or the issuance
        of
        Letters of Credit, as the case may be, in such requested currency.

       

      (c)
        Any
        failure by a Lender or the L/C Issuer, as the case may be, to respond to
        such
        request within the time period specified in the preceding sentence shall
        be
        deemed to be a refusal by such Lender or the L/C Issuer, as the case may
        be, to
        permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued
        in
        such requested currency. If the Administrative Agent and all the Lenders
        consent
        to making Eurocurrency Rate Loans in such requested currency, the Administrative
        Agent shall so notify DeVry and such currency shall thereupon be deemed for
        all
        purposes to be an Alternative Currency hereunder for purposes of any Revolving
        Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and
        the
        L/C Issuer consent to the issuance of Letters of Credit in such requested
        currency, the Administrative Agent shall so notify DeVry and such currency
        shall
        thereupon be deemed for all purposes to be an Alternative Currency hereunder
        for
        purposes of any Letter of Credit issuances. If the Administrative Agent shall
        fail to obtain consent to any request for an additional currency under this
        Section 1.8, the Administrative Agent shall promptly so notify
        DeVry.

       

      1.9.
        Change
        of Currency.
        iii)
        Each
        obligation of the Borrowers to make a payment denominated in the national
        currency unit of any member state of the European Union that adopts the Euro
        as
        its lawful currency after the date hereof shall be redenominated into Euro
        at
        the time of such adoption (in accordance with the EMU Legislation). If, in
        relation to the currency of any such member state, the basis of accrual of
        interest expressed in this Agreement in respect of that currency shall be
        inconsistent with any convention or practice in the London interbank market
        for
        the basis of accrual of interest in respect of the Euro, such expressed basis
        shall be replaced by such convention or practice with effect from the date
        on
        which such member state adopts the Euro as its lawful currency; provided
        that if
        any Revolving Borrowing in the currency of such member state is outstanding
        immediately prior to such date, such replacement shall take effect, with
        respect
        to such Revolving Borrowing, at the end of the then current Interest
        Period.

       

      (b)
        Each
        provision of this Agreement shall be subject to such reasonable changes of
        construction as the Administrative Agent may from time to time specify to
        be
        appropriate to reflect the adoption of the Euro by any member state of the
        European Union and any relevant market conventions or practices relating
        to the
        Euro.

       

      (c)
        Each
        provision of this Agreement also shall be subject to such reasonable changes
        of
        construction as the Administrative Agent may from time to time specify to
        be
        appropriate to reflect a change in currency of any other country and any
        relevant market conventions or practices relating to the change in
        currency.

       

      1.10.
        Letter
        of Credit Amounts.
        

       

      Unless
        otherwise specified, all references herein to the amount of a Letter of Credit
        at any time shall be deemed to be the Dollar Equivalent of the stated amount
        of
        such Letter of Credit in effect at such time; provided, however, that with
        respect to any Letter of Credit that, by its terms or the terms of any Issuer
        Document related thereto, provides for one or more automatic

       


      
        
          
          

        

        
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      increases
        in the stated amount thereof, the amount of such Letter of Credit shall be
        deemed to be the Dollar Equivalent of the maximum stated amount of such Letter
        of Credit after giving effect to all such increases, whether or not such
        maximum
        stated amount is in effect at such time.

       

      ARTICLE
        II

       

      THE
        COMMITMENTS AND CREDIT EXTENSIONS

       

      2.1.
        Revolving
        Loans.
        

       

      Subject
        to the terms and conditions set forth herein, each Lender severally agrees
        to
        make loans (each such loan, a “Revolving Loan”) to the Borrowers or either of
        them in Dollars or in one or more Alternative Currencies from time to time,
        on
        any Business Day during the Availability Period, in an aggregate amount not
        to
        exceed at any time outstanding the amount of such Lender’s Commitment;
provided,
        however,
        that
        after giving effect to any Borrowing:

       

      (a)
        the
        Total Outstandings shall not exceed the Aggregate Commitments,

       

      (b)
        the
        aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
        Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
        such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
        shall not exceed such Lender’s Commitment;

       

      (c)
        the
        aggregate Outstanding Amount of all Revolving Loans made to GEI plus the
        Outstanding Amount of the L/C Obligations of GEI shall not exceed the GEI
        Sublimit, and

       

      (d)
        the
        aggregate Outstanding Amount of all Revolving Loans and L/C Obligations
        denominated in Alternative Currencies shall not exceed the Alternative Currency
        Sublimit. 

       

      Within
        the limits of each Lender’s Commitment, and subject to the other terms and
        conditions hereof, each Borrower may borrow under this Section 2.1, prepay
        under
        Section 2.5, and reborrow under this Section 2.1. Revolving Loans may be
        Base
        Rate Loans or Eurocurrency Rate Loans, as further provided herein.

       

      2.2.
        Borrowings,
        Conversions and Continuations of Revolving Loans.

       

      (a)
        Each
        Revolving Borrowing, each conversion of Revolving Loans from one Type to
        the
        other, and each continuation of Eurocurrency Rate Loans shall be made upon
        the
        applicable Borrower’s irrevocable notice to the Administrative Agent, which may
        be given by telephone. Each such notice must be received by the Administrative
        Agent not later than 10:00 a.m.:

       

      (i)
        three
        Business Days prior to the requested date of any Borrowing of, conversion
        to or
        continuation of Eurocurrency Rate Loans denominated in Dollars or of any
        conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate
        Revolving Loans,

       


      
        
          
          

        

        
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      (ii)
        four
        Business Days (or five Business Days in the case of a Special Notice Currency)
        prior to the requested date of any Borrowing or continuation of Eurocurrency
        Rate Loans denominated in Alternative Currencies, and

       

      (iii)
        on
        the requested date of any Borrowing of Base Rate Revolving Loans.

       

      Each
        telephonic notice by the applicable Borrower pursuant to this Section 2.2(a)
        must be confirmed promptly by delivery to the Administrative Agent of a written
        Revolving Loan Notice, appropriately completed and signed by a Responsible
        Officer of the applicable Borrower. Each Borrowing of, conversion to or
        continuation of Eurocurrency Rate Loans shall be in a principal amount of
        $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
        provided in Sections 2.3(c) and 2.4(c), each Borrowing of or conversion to
        Base
        Rate Revolving Loans shall be in a principal amount of $500,000 or a whole
        multiple of $100,000 in excess thereof. Each Revolving Loan Notice (whether
        telephonic or written) shall specify:

       

      (i)
        whether the applicable Borrower is requesting a Borrowing, a conversion of
        Revolving Loans from one Type to the other, or a continuation of Eurocurrency
        Rate Loans,

       

      (ii)
        the
        requested date of the Borrowing, conversion or continuation, as the case
        may be
        (which shall be a Business Day),

       

      (iii)
        the
        principal amount of Revolving Loans to be borrowed, converted or
        continued,

       

      (iv)
        the
        Type of Revolving Loans to be borrowed or to which existing Revolving Loans
        are
        to be converted,

       

      (v)
        if
        applicable, the duration of the Interest Period with respect thereto,
        and

       

      (vi)
        the
        currency of the Revolving Loans to be borrowed.

       

      If
        DeVry
        fails to specify a currency in a Revolving Loan Notice requesting a Borrowing,
        then the Revolving Loans so requested shall be made in Dollars. If Borrower
        fails to specify a Type of Revolving Loan in a Revolving Loan Notice or if
        a
        Borrower fails to give a timely notice requesting a conversion or continuation,
        then the related Revolving Loans shall be made as, or converted to, Base
        Rate
        Loans; provided,
        however,
        that in
        the case of a failure to timely request a continuation of Revolving Loans
        denominated in an Alternative Currency, such Loans shall be continued as
        Eurocurrency Rate Loans in their original currency with an Interest Period
        of
        one month. Any such automatic conversion to Base Rate Loans shall be effective
        as of the last day of the Interest Period then in effect with respect to
        the
        applicable Eurocurrency Rate Loans. If a Borrower requests a Borrowing of,
        conversion to, or continuation of Eurocurrency Rate Loans in any such Revolving
        Loan Notice, but fails to specify an Interest Period, it will be deemed to
        have
        specified an Interest Period of one month. No Revolving Loan may be converted
        into or continued as a Revolving Loan denominated in a different currency,
        but
        instead must be prepaid in the original currency of such Revolving Loan and
        reborrowed in the other currency.

       

      (b)
        Following receipt of a Revolving Loan Notice, the Administrative Agent
        shall

       


      
        
          
          

        

        
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      promptly
        notify each Lender of the amount (and currency) of its Pro Rata Share of
        the
        applicable Revolving Loans, and if no timely notice of a conversion or
        continuation is provided by the applicable Borrower, the Administrative Agent
        shall notify each Lender of the details of any automatic conversion to Base
        Rate
        Loans or continuation of Revolving Loans denominated in a currency other
        than
        Dollars, in each case as described in the preceding subsection. In the case
        of a
        Borrowing, each Lender shall make the amount of its Revolving Loan available
        to
        the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
        not later than 12:00 (noon) in the case of any Revolving Loan denominated
        in
        Dollars, and not later than the Applicable Time specified by the Administrative
        Agent in the case of any Revolving Loan in an Alternative Currency, in each
        case
        on the Business Day specified in the applicable Revolving Loan Notice. Upon
        satisfaction of the applicable conditions set forth in Section 4.2 (and,
        if such
        Borrowing is the initial Credit Extension, Section 4.1), the Administrative
        Agent shall make all funds so received available to the applicable Borrower
        in
        like funds as received by the Administrative Agent either by (i) crediting
        the
        account of such Borrower on the books of Bank of America with the amount
        of such
        funds or (ii) wire transfer of such funds, in each case in accordance with
        instructions provided to (and reasonably acceptable to) the Administrative
        Agent
        by such Borrower; provided,
        however,
        that
        if, on the date the Revolving Loan Notice with respect to such Borrowing
        is
        given by DeVry, there are Swing Line Loans or L/C Borrowings outstanding,
        then
        the proceeds of such Borrowing denominated in Dollars shall be applied, first,
        to the payment in full of any such L/C Borrowings, second, to the payment
        in
        full of any such Swing Line Loans, and third, to DeVry as provided
        above.

       

      (c)
        Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued
        or converted only on the last day of an Interest Period for such Eurocurrency
        Rate Loan. During the existence of a Default, no Loans may be requested as,
        converted to or continued as Eurocurrency Rate Loans (whether in Dollars
        or any
        Alternative Currency) without the consent of the Required Lenders, and the
        Required Lenders may demand that any or all of the then outstanding Eurocurrency
        Rate Loans denominated in an Alternative Currency be prepaid, or redenominated
        into Dollars in the amount of the Dollar Equivalent thereof, on the last
        day of
        the then current Interest Period with respect thereto.

       

      (d)
        The
        Administrative Agent shall promptly notify the Borrowers and the Lenders
        of the
        interest rate applicable to any Interest Period for Eurocurrency Rate Loans
        upon
        determination of such interest rate. At any time that Base Rate Loans are
        outstanding, the Administrative Agent shall notify the Borrowers and the
        Lenders
        of any change in Bank of America’s prime rate used in determining the Base Rate
        promptly following the public announcement of such change.

       

      (e)
        After
        giving effect to all Borrowings, all conversions of Revolving Loans from
        one
        Type to the other, and all continuations of Revolving Loans as the same Type,
        there shall not be more than ten Interest Periods in effect with respect
        to
        Revolving Loans.

       

      2.3.
        Letters
        of Credit.

       

      (a)
        The
        Letter of Credit Commitment.

       

      (i)
        Subject to the terms and conditions set forth herein, (A) the L/C Issuer
        agrees,
        in reliance upon the agreements of the other Lenders set forth in this Section
        2.3, (1) from

       


      
        
          
          

        

        
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      time
        to
        time on any Business Day during the period from the Original Closing Date
        until
        the Letter of Credit Expiration Date, to issue Letters of Credit denominated
        in
        Dollars or in one or more Alternative Currencies for the account of either
        Borrower, and to amend or renew all such Letters of Credit in accordance
        with
        subsection 2.3(b) below, and (2) to honor drafts under such Letters of Credit;
        and (B) the Lenders severally agree to participate in such Letters of Credit;
        provided
        that the
        L/C Issuer shall not be obligated to make any L/C Credit Extension with respect
        to any Letter of Credit, and no Lender shall be obligated to participate
        in any
        Letter of Credit if as of the date of such L/C Credit Extension:

       

      (w) the
        Total
        Outstandings would exceed the Aggregate Commitments,

       

      (x) the
        aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
        Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
        such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
        shall not exceed such Lender’s Commitment;

       

      (y)
        the
        aggregate Outstanding Amount of all Revolving Loans made to GEI, plus the
        Outstanding Amount of the L/C Obligations of GEI shall not exceed the GEI
        Sublimit;

       

      (z) the
        Outstanding Amount of the L/C Obligations shall not exceed the Letter of
        Credit
        Sublimit;

       

      Within
        the foregoing limits, and subject to the terms and conditions hereof, each
        Borrower's ability to obtain Letters of Credit shall be fully revolving,
        and
        accordingly each Borrower may, during the foregoing period, obtain Letters
        of
        Credit to replace Letters of Credit that have expired or that have been drawn
        upon and reimbursed. All Existing Letters of Credit shall be deemed to have
        been
        issued pursuant hereto, and from and after the Original Closing Date shall
        be
        subject to and governed by the terms and conditions hereof.

       

      (ii)
        The
        L/C Issuer shall be under no obligation to issue any Letter of Credit
        if:

       

      (A)
        any
        order, judgment or decree of any Governmental Authority or arbitrator shall
        by
        its terms purport to enjoin or restrain the L/C Issuer from issuing such
        Letter
        of Credit, or any Law applicable to the L/C Issuer or any request or directive
        (whether or not having the force of law) from any Governmental Authority
        with
        jurisdiction over the L/C Issuer shall prohibit, or request that the L/C
        Issuer
        refrain from, the issuance of letters of credit generally or such Letter
        of
        Credit in particular or shall impose upon the L/C Issuer with respect to
        such
        Letter of Credit any restriction, reserve or capital requirement (for which
        the
        L/C Issuer is not otherwise compensated hereunder) not in effect on the Original
        Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
        cost or
        expense which was not applicable on the Original Closing Date and which the
        L/C
        Issuer in good faith deems material to it;

       

      (B)
        the
        expiry date of such requested Letter of Credit would occur after the Letter
        of
        Credit Expiration Date (in which case the L/C Issuer shall not
        issue

       


      
        
          
          

        

        
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      such
        Letter of Credit, unless all the Lenders have approved such expiry
        date);

       

      (C)
        the
        issuance of such Letter of Credit would violate one or more policies of the
        L/C
        Issuer; or

       

      (D)
        such
        Letter of Credit is in an initial amount less than the Dollar Equivalent
        of
        $100,000.

       

      (iii)
        The
        L/C Issuer shall be under no obligation to amend any Letter of Credit if
        (A) the
        L/C Issuer would have no obligation at such time to issue such Letter of
        Credit
        in its amended form under the terms hereof, or (B) the beneficiary of such
        Letter of Credit does not accept the proposed amendment to such Letter of
        Credit.

       

      (b)
        Procedures
        for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of
        Credit.

       

      (i)
        Each
        Letter of Credit shall be issued or amended, as the case may be, upon the
        request of the applicable Borrower delivered to the L/C Issuer (with a copy
        to
        the Administrative Agent) in the form of a Letter of Credit Application,
        appropriately completed and signed by a Responsible Officer of such Borrower.
        Such Letter of Credit Application must be received by the L/C Issuer and
        the
        Administrative Agent not later than 10:00 a.m. at least two Business Days
        (or
        such later date and time as the L/C Issuer may agree in a particular instance
        in
        its sole discretion) prior to the proposed issuance date or date of amendment,
        as the case may be. In the case of a request for an initial issuance of a
        Letter
        of Credit, such Letter of Credit Application shall specify in form and detail
        satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
        Letter of Credit (which shall be a Business Day); (B) the amount thereof;
        (C)
        the expiry date thereof; (D) the name and address of the beneficiary thereof;
        (E) the documents to be presented by such beneficiary in case of any drawing
        thereunder; (F) the full text of any certificate to be presented by such
        beneficiary in case of any drawing thereunder; and (G) such other matters
        as the
        L/C Issuer may require. In the case of a request for an amendment of any
        outstanding Letter of Credit, such Letter of Credit Application shall specify
        in
        form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to
        be
        amended; (B) the proposed date of amendment thereof (which shall be a Business
        Day); (C) the nature of the proposed amendment; and (D) such other matters
        as
        the L/C Issuer may require.

       

      (ii)
        Promptly after receipt of any Letter of Credit Application of a Borrower,
        the
        L/C Issuer will confirm with the Administrative Agent (by telephone or in
        writing) that the Administrative Agent has received a copy of such Letter
        of
        Credit Application and, if not, the L/C Issuer will provide the Administrative
        Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation
        from
        the Administrative Agent that the requested issuance or amendment is permitted
        in accordance with the terms hereof, then, subject to the terms and conditions
        hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
        for the account of the requesting Borrower or enter into the applicable
        amendment, as the case may be, in each case in accordance with the
        L/C

       


      
        
          
          

        

        
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      Issuer's
        usual and customary business practices. Immediately upon the issuance of
        each
        Letter of Credit, each Lender shall be deemed to, and hereby irrevocably
        and
        unconditionally agrees to, purchase from the L/C Issuer a risk participation
        in
        such Letter of Credit in an amount equal to the product of such Lender’s Pro
        Rata Share times the amount of such Letter of Credit.

       

      (iii)
        If
        a Borrower so requests in any applicable Letter of Credit Application, the
        L/C
        Issuer may, in its sole and absolute discretion, agree to issue a Letter
        of
        Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of
        Credit”); provided that any such Auto-Renewal Letter of Credit must permit the
        L/C Issuer to prevent any such renewal at least once in each twelve-month
        period
        (commencing with the date of issuance of such Letter of Credit) by giving
        prior
        notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice
        Date”) in each such twelve-month period to be agreed upon at the time such
        Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
        neither
        Borrower shall be required to make a specific request to the L/C Issuer for
        any
        such renewal. Once an Auto-Renewal Letter of Credit has been issued, the
        Lenders
        shall be deemed to have authorized (but may not require) the L/C Issuer to
        permit the renewal of such Letter of Credit at any time to an expiry date
        not
        later than the Letter of Credit Expiration Date; provided,
        however,
        that
        the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has
        determined that it would have no obligation at such time to issue such Letter
        of
        Credit in its renewed form under the terms hereof (by reason of the provisions
        of Section 2.3(a)(ii) or otherwise), or (B) it has received notice (which
        may be
        by telephone or in writing) on or before the day that is two Business Days
        before the Nonrenewal Notice Date (1) from the Administrative Agent that
        the
        Required Lenders have elected not to permit such renewal or (2) from the
        Administrative Agent, any Lender or the related Borrower that one or more
        of the
        applicable conditions specified in Section 4.2 is not then
        satisfied.

       

      (iv)
        Promptly after its delivery of any Letter of Credit or any amendment to a
        Letter
        of Credit to an advising bank with respect thereto or to the beneficiary
        thereof, the L/C Issuer will also deliver to the applicable Borrower and
        the
        Administrative Agent a true and complete copy of such Letter of Credit or
        amendment.

       

      (c)
        Drawings
        and Reimbursements; Funding of Participations.

       

      (i)
        Upon
        receipt from the beneficiary of any Letter of Credit of any notice of a drawing
        under such Letter of Credit, the L/C Issuer shall notify the applicable Borrower
        and the Administrative Agent thereof. In the case of a Letter of Credit
        denominated in an Alternative Currency, the applicable Borrower shall reimburse
        the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at
        its
        option) shall have specified in such notice that it will require reimbursement
        in Dollars, or (B) in the absence of any such requirement for reimbursement
        in
        Dollars, the applicable Borrower shall have notified the L/C Issuer promptly
        following receipt of the notice of drawing that it will reimburse the L/C
        Issuer
        in Dollars. In the case of any such reimbursement in Dollars of a drawing
        under
        a Letter of Credit denominated in an Alternative Currency, the L/C Issuer
        shall
        notify the applicable Borrower of the Dollar Equivalent of the amount of
        the
        drawing promptly following the determination thereof. Not later than 11:00
        a.m.
        on the date of

       


      
        
          
          

        

        
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      any
        payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars,
        or the Applicable Time on the date of any payment by the L/C Issuer under
        a
        Letter of Credit to be reimbursed in an Alternative Currency (each such date,
        an
“Honor
        Date”),
        the
        applicable Borrower shall reimburse the L/C Issuer through the Administrative
        Agent in an amount equal to the amount of such drawing and in the applicable
        currency. If a Borrower fails to so reimburse the L/C Issuer by such time,
        the
        Administrative Agent shall promptly notify each Lender of the Honor Date,
        the
        amount of the unreimbursed drawing (expressed in Dollars) in the amount of
        the
        Dollar Equivalent thereof, in the case of a Letter of Credit denominated
        in an
        Alternative Currency (the “Unreimbursed Amount”), and the amount of such
        Lender’s Pro Rata Share thereof. In such event, such Borrower shall be deemed to
        have requested a Revolving Borrowing of Base Rate Loans to be disbursed on
        the
        Honor Date in an amount equal to the Unreimbursed Amount, without regard
        to the
        minimum and multiples specified in Section 2.2 for the principal amount of
        Base
        Rate Loans, but subject to the amount of the unutilized portion of the Aggregate
        Commitments and the conditions set forth in Section 4.2 (other than the delivery
        of a Revolving Loan Notice). Any notice given by the L/C Issuer or the
        Administrative Agent pursuant to this Section 2.3(c)(i) may be given by
        telephone if immediately confirmed in writing; provided that the lack of
        such an
        immediate confirmation shall not affect the conclusiveness or binding effect
        of
        such notice.

       

      (ii)
        Each
        Lender (including the Lender acting as L/C Issuer) shall upon any notice
        pursuant to Section 2.3(c)(i) make funds available to the Administrative
        Agent
        for the account of the L/C Issuer in Dollars, at the Administrative Agent’s
        Office for Dollar-denominated payments in an amount equal to its Pro Rata
        Share
        of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day
        specified in such notice by the Administrative Agent, whereupon, subject
        to the
        provisions of Section 2.3(c)(iii), each Lender that so makes funds available
        shall be deemed to have made a Base Rate Revolving Loan to the related Borrower
        in such amount. The Administrative Agent shall remit the funds so received
        to
        the L/C Issuer.

       

      (iii)
        With respect to any Unreimbursed Amount that is not fully refinanced by a
        Borrowing of Base Rate Loans because the conditions set forth in Section
        4.2
        cannot be satisfied or for any other reason, the related Borrower shall be
        deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount
        of
        the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall
        be
        due and payable on demand (together with interest) and shall bear interest
        at
        the Default Rate. In such event, each Lender’s payment to the Administrative
        Agent for the account of the L/C Issuer pursuant to Section 2.3(c)(ii) shall
        be
        deemed payment in respect of its participation in such L/C Borrowing and
        shall
        constitute an L/C Advance from such Lender in satisfaction of its participation
        obligation under this Section 2.3.

       

      (iv)
        Until each Lender funds its Revolving Loan or L/C Advance pursuant to this
        Section 2.3(c) to reimburse the L/C Issuer for any amount drawn under any
        Letter
        of Credit, interest in respect of such Lender’s Pro Rata Share of such amount
        shall be solely for the account of the L/C Issuer.

       


      
        
          
          

        

        
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      (v)
        Each
        Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C
        Issuer for amounts drawn under Letters of Credit, as contemplated by this
        Section 2.3(c), shall be absolute and unconditional and shall not be affected
        by
        any circumstance, including (A) any set-off, counterclaim, recoupment, defense
        or other right which such Lender may have against the L/C Issuer, either
        Borrower or any other Person for any reason whatsoever; (B) the occurrence
        or
        continuance of a Default, or (C) any other occurrence, event or condition,
        whether or not similar to any of the foregoing; provided,
        however,
        that
        each Lender’s obligation to make Revolving Loans pursuant to this Section 2.3(c)
        is subject to the conditions set forth in Section 4.2 (other than delivery
        of a
        Revolving Loan Notice). No such making of an L/C Advance shall relieve or
        otherwise impair the obligation of either Borrower to reimburse the L/C Issuer
        for the amount of any payment made by the L/C Issuer under any Letter of
        Credit,
        together with interest as provided herein.

       

      (vi)
        If
        any Lender fails to make available to the Administrative Agent for the account
        of the L/C Issuer any amount required to be paid by such Lender pursuant
        to the
        foregoing provisions of this Section 2.3(c) by the time specified in Section
        2.3(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
        (acting
        through the Administrative Agent), on demand, such amount with interest thereon
        for the period from the date such payment is required to the date on which
        such
        payment is immediately available to the L/C Issuer at a rate per annum equal
        to
        the applicable Overnight Rate from time to time in effect. A certificate
        of the
        L/C Issuer submitted to any Lender (through the Administrative Agent) with
        respect to any amounts owing under this clause (vi) shall be conclusive absent
        manifest error.

       

      (d)
        Repayment
        of Participations.
        

       

      (i)
        At
        any time after the L/C Issuer has made a payment under any Letter of Credit
        and
        has received from any Lender such Lender’s L/C Advance in respect of such
        payment in accordance with Section 2.3(c), if the Administrative Agent receives
        for the account of the L/C Issuer any payment in respect of the related
        Unreimbursed Amount or interest thereon (whether directly from the related
        Borrower or otherwise), the Administrative Agent will distribute to such
        Lender
        its Pro Rata Share thereof (appropriately adjusted, in the case of interest
        payments, to reflect the period of time during which such Lender’s L/C Advance
        was outstanding) in the same funds as those received by the Administrative
        Agent.

       

      (ii)
        If
        any payment received by the Administrative Agent for the account of the L/C
        Issuer pursuant to Section 2.3(c)(i) is required to be returned under any
        of the
        circumstances described in Section 11.6 (including pursuant to any settlement
        entered into by the L/C Issuer in its discretion), each Lender shall pay
        to the
        Administrative Agent for the account of the L/C Issuer its Pro Rata Share
        thereof on demand of the Administrative Agent, plus interest thereon from
        the
        date of such demand to the date such amount is returned by such Lender, at
        a
        rate per annum equal to the applicable Overnight Rate from time to time in
        effect.

       

      (e)
        Obligations
        Absolute.
        The
        obligation of each Borrower to reimburse the L/C Issuer

       


      
        
          
          

        

        
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      for
        each
        drawing under each Letter of Credit and to repay each L/C Borrowing shall
        be
        absolute, unconditional and irrevocable, and shall be paid strictly in
        accordance with the terms of this Agreement under all circumstances, including
        the following:

       

      (i)
        any
        lack of validity or enforceability of such Letter of Credit, this Agreement,
        or
        any other agreement or instrument relating thereto;

       

      (ii)
        the
        existence of any claim, counterclaim, set-off, defense or other right that
        such
        Borrower may have at any time against any beneficiary or any transferee of
        such
        Letter of Credit (or any Person for whom any such beneficiary or any such
        transferee may be acting), the L/C Issuer or any other Person, whether in
        connection with this Agreement, the transactions contemplated hereby or by
        such
        Letter of Credit or any agreement or instrument relating thereto, or any
        unrelated transaction;

       

      (iii)
        any
        draft, demand, certificate or other document presented under such Letter
        of
        Credit proving to be forged, fraudulent, invalid or insufficient in any respect
        or any statement therein being untrue or inaccurate in any respect; or any
        loss
        or delay in the transmission or otherwise of any document required in order
        to
        make a drawing under such Letter of Credit;

       

      (iv)
        any
        payment by the L/C Issuer under such Letter of Credit against presentation
        of a
        draft or certificate that does not strictly comply with the terms of such
        Letter
        of Credit; or any payment made by the L/C Issuer under such Letter of Credit
        to
        any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
        assignee for the benefit of creditors, liquidator, receiver or other
        representative of or successor to any beneficiary or any transferee of such
        Letter of Credit, including any arising in connection with any proceeding
        under
        any Debtor Relief Law;

       

      (v)
        any
        adverse change in the relevant exchange rates or in the availability of the
        relevant Alternative Currency to the Borrowers, or in the relevant currency
        markets generally; or

       

      (vi)
        any
        other circumstance or happening whatsoever, whether or not similar to any
        of the
        foregoing, including any other circumstance that might otherwise constitute
        a
        defense available to, or a discharge of, such Borrower.

       

      Each
        Borrower shall promptly examine a copy of each Letter of Credit and each
        amendment thereto that is delivered to it and, in the event of any claim
        of
        noncompliance with such Borrower’s instructions or other irregularity, such
        Borrower will immediately notify the L/C Issuer. Such Borrower shall be
        conclusively deemed to have waived any such claim against the L/C Issuer
        and its
        correspondents unless such notice is given as aforesaid.

       

      (f)
        Role
        of L/C Issuer.
        Each
        Lender and each Borrower agree that, in paying any drawing under a Letter
        of
        Credit, the L/C Issuer shall not have any responsibility to obtain any document
        (other than any sight draft, certificates and documents expressly required
        by
        the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
        of any such document or the authority of the Person executing or delivering
        any
        such document. None of the L/C Issuer, any Agent-Related Person nor any of
        the
        respective correspondents, participants or assignees of the

       


      
        
          
          

        

        
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      L/C
        Issuer shall be liable to any Lender for (i) any action taken or omitted
        in
        connection herewith at the request or with the approval of the Lenders or
        the
        Required Lenders, as applicable; (ii) any action taken or omitted in the
        absence
        of gross negligence or willful misconduct; or (iii) the due execution,
        effectiveness, validity or enforceability of any document or instrument related
        to any Letter of Credit or Letter of Credit Application. Each Borrower hereby
        assumes all risks of the acts or omissions of any beneficiary or transferee
        with
        respect to its use of any Letter of Credit; provided,
        however,
        that
        this assumption is not intended to, and shall not, preclude such Borrower
        from
        pursuing such rights and remedies as it may have against the beneficiary
        or
        transferee at law or under any other agreement. None of the L/C Issuer, any
        Agent-Related Person, nor any of the respective correspondents, participants
        or
        assignees of the L/C Issuer, shall be liable or responsible for any of the
        matters described in clauses (i) through (v) of Section 2.3(e); provided,
        however,
        that
        anything in such clauses to the contrary notwithstanding, the applicable
        Borrower may have a claim against the L/C Issuer, and the L/C Issuer may
        be
        liable to such Borrower, to the extent, but only to the extent, of any direct,
        as opposed to consequential or exemplary, damages suffered by such Borrower
        which such Borrower proves were caused by the L/C Issuer's willful misconduct
        or
        gross negligence or the L/C Issuer's willful failure to pay under any Letter
        of
        Credit after the presentation to it by the beneficiary of a sight draft and
        certificate(s) strictly complying with the terms and conditions of a Letter
        of
        Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
        may accept documents that appear on their face to be in order, without
        responsibility for further investigation, regardless of any notice or
        information to the contrary, and the L/C Issuer shall not be responsible
        for the
        validity or sufficiency of any instrument transferring or assigning or
        purporting to transfer or assign a Letter of Credit or the rights or benefits
        thereunder or proceeds thereof, in whole or in part, which may prove to be
        invalid or ineffective for any reason.

       

      (g)
        Letter
        of Credit Fees.
        Each
        Borrower shall pay to the Administrative Agent for the account of each Lender
        in
        accordance with its Pro Rata Share, in Dollars a letter of credit fee for
        each
        Letter of Credit issued for the account of such Borrower, such fee to be
        equal
        to the Applicable Rate times the Dollar Equivalent of the daily maximum amount
        available to be drawn under such Letter of Credit (whether or not such maximum
        amount is in effect under such Letter of Credit at the time such fee is
        payable). Such letter of credit fees shall be computed on a quarterly basis
        in
        arrears. After the end of each March, June, September and December, commencing
        with the first such date to occur after the issuance of such Letter of Credit,
        such fees shall be due and payable one Business Day after receipt by the
        Borrowers of an invoice for the same. If there is any change in the Applicable
        Rate during any quarter, the daily maximum amount of each Letter of Credit
        shall
        be computed and multiplied by the Applicable Rate separately for each period
        during such quarter that such Applicable Rate was in effect.

       

      (h)
        Fronting
        Fee and Documentary and Processing Charges Payable to L/C Issuer.
        Each
        Borrower shall pay directly to the L/C Issuer for its own account a fronting
        fee, payable in Dollars with respect to each Letter of Credit in the amounts
        and
        at the times specified in the Third Amendment Fee Letter (such Fronting Fee
        to
        be based on the Dollar Equivalent amount of the Letters of Credit). In addition,
        each Borrower shall pay directly to the L/C Issuer for its own account the
        customary issuance, presentation, amendment and other processing fees, and
        other
        standard costs and charges, of the L/C Issuer relating to letters of credit
        as
        from time to time in effect. Such customary fees and standard costs and charges
        are due and payable one Business Day after receipt by the Borrowers of an
        invoice for the same and are nonrefundable.

       


      
        
          
          

        

        
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      (i)
        Conflict
        with Letter of Credit Application.
        In the
        event of any conflict between the terms hereof and the terms of any Letter
        of
        Credit Application, the terms hereof shall control.

       

      (j)
        Removal
        of L/C Issuer.
        If (i)
        the L/C Issuer shall fail to issue any Letters of Credit by reason of the
        conditions specified in Section 2.3(a)(ii)(A) or (C), or (ii) the L/C Issuer
        shall cease to have a minimum long or short term credit rating of A or better
        from S&P or a long or short term rating of A-3 or better from Moody's, the
        Borrowers may remove the L/C Issuer by notice to the L/C Issuer, the
        Administrative Agent and the Lenders. No removal of the L/C Issuer shall
        be
        effective prior to the acceptance by another Lender hereunder of an appointment
        as L/C Issuer. Upon the acceptance of an appointment as L/C Issuer, such
        successor shall succeed to and become vested with all the interests, rights
        and
        obligations of the retiring L/C Issuer and the retiring L/C Issuer shall
        be
        discharged from its obligations to issue additional Letters of Credit hereunder.
        At the time such removal shall become effective, the Borrowers shall pay
        all
        accrued and unpaid fees pursuant to Section 2.3(g) and (h). The acceptance
        of an
        appointment as L/C Issuer hereunder by a successor Lender shall be evidenced
        by
        an agreement entered into by such successor, in a form satisfactory to the
        Borrowers and the Administrative Agent, and, from and after the effective
        date
        of such agreement, (a) such successor Lender shall have all the rights and
        obligations of the previous L/C Issuer under this Agreement and the other
        Loan
        Documents, and (b) references herein and in the other Loan Documents to the
        term
        "L/C Issuer" shall be deemed to refer to such successor or to any previous
        L/C
        Issuer, or to such successor and all previous L/C Issuers, as the context
        shall
        require. After the removal of the L/C Issuer hereunder, the retiring L/C
        Issuer
        shall remain a party hereto and shall continue to have all the rights and
        obligations of an L/C Issuer under this Agreement and the other Loan Documents
        with respect to Letters of Credit issued by it prior to such resignation
        or
        removal, but shall not be required to issue additional Letters of
        Credit.

       

      2.4.
        Swing
        Line Loans.

       

      (a)
        The
        Swing Line.
        Subject
        to the terms and conditions set forth herein, the Swing Line Lender shall
        make,
        in its sole discretion, loans in Dollars (each such loan, a “Swing Line Loan”)
        to DeVry from time to time on any Business Day during the Availability Period
        in
        an aggregate amount not to exceed at any time outstanding the amount of the
        Swing Line Sublimit (notwithstanding the fact that such Swing Line Loans,
        when
        aggregated with the Pro Rata Share of the Outstanding Amount of Revolving
        Loans
        and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
        the
        amount of such Lender’s Commitment); provided,
        however,
        that
        after giving effect to any Swing Line Loan,

       

      (i)
        the
        Total Outstandings shall not exceed the Aggregate Commitments,

       

      (ii)
        the
        aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
        Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
        such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans,
        shall not exceed such Lender’s Commitment,

       

      and
        provided,
        further,
        that
        DeVry shall not use the proceeds of any Swing Line Loan to refinance any
        outstanding Swing Line Loan. Within the foregoing limits, and subject to
        the
        other terms and conditions hereof, DeVry may borrow under this Section 2.4,
        prepay under Section 2.5, and

       


      
        
          
          

        

        
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      reborrow
        under this Section 2.4. Each Swing Line Loan shall be a Base Rate Loan.
        Immediately upon the making of a Swing Line Loan, each Lender shall be deemed
        to, and hereby irrevocably and unconditionally agrees to, purchase from the
        Swing Line Lender a risk participation in such Swing Line Loan in an amount
        equal to the product of such Lender’s Pro Rata Share times the amount of such
        Swing Line Loan.

       

      (b)
        Borrowing
        Procedures.
        Each
        Swing Line Borrowing shall be made upon DeVry’s irrevocable notice to the Swing
        Line Lender and the Administrative Agent, which may be given by telephone.
        Each
        such notice must be received by the Swing Line Lender and the Administrative
        Agent not later than 12:00 (noon) on the requested borrowing date, and shall
        specify (i) the amount to be borrowed, which shall be a minimum of $100,000,
        and
        (ii) the requested borrowing date, which shall be a Business Day. Each such
        telephonic notice must be confirmed promptly by delivery to the Swing Line
        Lender and the Administrative Agent of a written Swing Line Loan Notice,
        appropriately completed and signed by a Responsible Officer of DeVry. Promptly
        after receipt by the Swing Line Lender of any telephonic Swing Line Loan
        Notice,
        the Swing Line Lender will confirm with the Administrative Agent (by telephone
        or in writing) that the Administrative Agent has also received such Swing
        Line
        Loan Notice and, if not, the Swing Line Lender will notify the Administrative
        Agent (by telephone or in writing) of the contents thereof. Unless the Swing
        Line Lender has received notice (by telephone or in writing) from the
        Administrative Agent (including at the request of any Lender) prior to 12:00
        (noon) on the date of the proposed Swing Line Borrowing (A) directing the
        Swing
        Line Lender not to make such Swing Line Loan as a result of the limitations
        set
        forth in the proviso to the first sentence of Section 2.4(a), or (B) that
        one or
        more of the applicable conditions specified in Article IV is not then satisfied,
        then, subject to the terms and conditions hereof, the Swing Line Lender will,
        not later than 2:00 p.m. on the borrowing date specified in such Swing Line
        Loan
        Notice, make the amount of its Swing Line Loan available to DeVry at its
        office
        by crediting the account of DeVry on the books of the Swing Line Lender in
        immediately available funds.

       

      (c)
        Refinancing
        of Swing Line Loans.

       

      (i)
        The
        Swing Line Lender at any time in its sole and absolute discretion may request,
        on behalf of DeVry (which hereby irrevocably authorizes the Swing Line Lender
        to
        so request on its behalf), that each Lender make a Base Rate Revolving Loan
        in
        an amount equal to such Lender's Pro Rata Share of the amount of Swing Line
        Loans then outstanding. Such request shall be made in writing (which written
        request shall be deemed to be a Revolving Loan Notice for purposes hereof)
        and
        in accordance with the requirements of Section 2.2, without regard to the
        minimum and multiples specified therein for the principal amount of Base
        Rate
        Loans, but subject to the unutilized portion of the Aggregate Commitments
        and
        the conditions set forth in Section 4.2. The Swing Line Lender shall furnish
        DeVry with a copy of the applicable Revolving Loan Notice promptly after
        delivering such notice to the Administrative Agent. Each Lender shall make
        an
        amount equal to its Pro Rata Share of the amount specified in such Revolving
        Loan Notice available to the Administrative Agent in immediately available
        funds
        for the account of the Swing Line Lender at the Administrative Agent’s Office
        not later than 12:00 (noon) on the day specified in such Revolving Loan Notice,
        whereupon, subject to Section 2.4(c)(ii), each Lender that so makes funds
        available shall be deemed to have made a Base Rate Revolving Loan to DeVry
        in
        such amount. The Administrative Agent

       


      
        
          
          

        

        
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      shall
        remit the funds so received to the Swing Line Lender.

       

      (ii)
        If
        for any reason any Swing Line Loan cannot be refinanced by such a Borrowing
        in
        accordance with Section 2.4(c)(i), the request for Base Rate Revolving Loans
        submitted by the Swing Line Lender as set forth herein shall be deemed to
        be a
        request by the Swing Line Lender that each of the Lenders fund its risk
        participation in the relevant Swing Line Loan and each Lender’s payment to the
        Administrative Agent for the account of the Swing Line Lender pursuant to
        Section 2.4(c)(i) shall be deemed payment in respect of such
        participation.

       

      (iii)
        If
        any Lender fails to make available to the Administrative Agent for the account
        of the Swing Line Lender any amount required to be paid by such Lender pursuant
        to the foregoing provisions of this Section 2.4(c) by the time specified
        in
        Section 2.4(c)(i), the Swing Line Lender shall be entitled to recover from
        such
        Lender (acting through the Administrative Agent), on demand, such amount
        with
        interest thereon for the period from the date such payment is required to
        the
        date on which such payment is immediately available to the Swing Line Lender
        at
        a rate per annum equal to the applicable Overnight Rate from time to time
        in
        effect. A certificate of the Swing Line Lender submitted to any Lender (through
        the Administrative Agent) with respect to any amounts owing under this clause
        (iii) shall be conclusive absent manifest error.

       

      (iv)
        Each
        Lender’s obligation to make Revolving Loans or to purchase and fund risk
        participations in Swing Line Loans pursuant to this Section 2.4(c) shall
        be
        absolute and unconditional and shall not be affected by any circumstance,
        including (A) any set-off, counterclaim, recoupment, defense or other right
        which such Lender may have against the Swing Line Lender, DeVry or any other
        Person for any reason whatsoever, (B) the occurrence or continuance of a
        Default, or (C) any other occurrence, event or condition, whether or not
        similar
        to any of the foregoing; provided,
        however,
        that
        each Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(c)
        is subject to the conditions set forth in Section 4.2. No such funding of
        risk
        participations shall relieve or otherwise impair the obligation of DeVry
        to
        repay Swing Line Loans, together with interest as provided herein.

       

      (v)
        Notwithstanding the foregoing provisions of this Section 2.4, the Swing Line
        Lender shall not make any Swing Line Loan after the Swing Line Lender has
        received written notice from any Lender (which Lender shall promptly notify
        the
        Administrative Agent and the other Lenders of such notice) specifying that
        a
        Default or an Event of Default has occurred and is continuing, describing
        the
        nature thereof and stating that, as a result thereof, such Lender shall cease
        to
        make Revolving Loans or purchase participating interests with respect to
        Swing
        Line Loans, as the case may be, and no Lender will be required to make Revolving
        Loans or to purchase participating interests, as the case may be, with respect
        to any Swing Line Loan made after the Swing Line Lender has received such
        notice; provided,
        however,
        that
        the Swing Line Lender may resume making Swing Line Loans and the obligations
        of
        the Lenders to make Revolving Loans and purchase such participating interests
        with respect to Swing Line Loans shall be reinstated upon the earlier to
        occur
        of (x) the date upon which such Lender notifies the Swing Line Lender (with
        prompt written notice to the Administrative Agent and the other

       


      
        
          
          

        

        
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      Lenders)
        that its prior notice is withdrawn and (y) the date upon which the Default
        or
        Event of Default specified in such notice is no longer continuing.

       

      (d)
        Repayment
        of Participations.
        

       

      (i)
        At
        any time after any Lender has purchased and funded a risk participation in
        a
        Swing Line Loan, if the Swing Line Lender receives any payment on account
        of
        such Swing Line Loan, the Swing Line Lender will distribute to such Lender
        its
        Pro Rata Share of such payment (appropriately adjusted, in the case of interest
        payments, to reflect the period of time during which such Lender’s risk
        participation was funded) in the same funds as those received by the Swing
        Line
        Lender.

       

      (ii)
        If
        any payment received by the Swing Line Lender in respect of principal or
        interest on any Swing Line Loan is required to be returned by the Swing Line
        Lender under any of the circumstances described in Section 11.6 (including
        pursuant to any settlement entered into by the Swing Line Lender in its
        discretion), each Lender shall pay to the Swing Line Lender its Pro Rata
        Share
        thereof on demand of the Administrative Agent, plus interest thereon from
        the
        date of such demand to the date such amount is returned, at a rate per annum
        equal to the applicable Overnight Rate. The Administrative Agent will make
        such
        demand upon the request of the Swing Line Lender. 

       

      (e)
        Interest
        for Account of Swing Line Lender.
        The
        Swing Line Lender shall be responsible for invoicing DeVry for interest on
        the
        Swing Line Loans. Until each Lender funds its Base Rate Revolving Loan or
        risk
        participation pursuant to this Section 2.4 to refinance such Lender’s Pro Rata
        Share of any Swing Line Loan, interest in respect of such Pro Rata Share
        shall
        be solely for the account of the Swing Line Lender.

       

      (f)
        Payments
        Directly to Swing Line Lender.
        DeVry
        shall make all payments of principal and interest in respect of the Swing
        Line
        Loans directly to the Swing Line Lender.

       

      (g)
        Swing
        Loans in Administrative Agent's Discretion.
        Notwithstanding anything in this Agreement to the contrary (including Section
        4.2), all Swing Loans shall be made at the sole discretion of the Swing Line
        Lender.

       

      2.5.
        Prepayments.

       

      (a)
        The
        Borrowers may, upon notice to the Administrative Agent, at any time or from
        time
        to time voluntarily prepay Revolving Loans in whole or in part without premium
        or penalty; provided that (i) such notice must be received by the Administrative
        Agent not later than 10:00 a.m. (A) three Business Days prior to any date
        of
        prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business
        Days (or five, in the case of prepayment of Loans denominated in Special
        Notice
        Currencies) prior to any date of prepayment of Eurocurrency Rate Loans
        denominated in Alternative Currencies, and (C) on the date of prepayment
        of Base
        Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated
        in Dollars shall be in a principal amount of $5,000,000 or a whole multiple
        of
        $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans
        denominated in Alternative Currencies shall be in a minimum principal amount
        of
        $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv)
        any
        prepayment of Base Rate Revolving Loans shall be in a principal amount
        of

       


      
        
          
          

        

        
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      $500,000
        or a whole multiple of $100,000 in excess thereof or, in each case, if less,
        the
        entire principal amount thereof then outstanding. Each such notice shall
        specify
        the date and amount of such prepayment and the Type(s) of Revolving Loans
        to be
        prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest
        Period(s) of such Loans. The Administrative Agent will promptly notify each
        Lender of its receipt of each such notice, and of the amount of such Lender’s
        Pro Rata Share of such prepayment. If such notice is given by a Borrower,
        such
        Borrower shall make such prepayment and the payment amount specified in such
        notice shall be due and payable on the date specified therein. Any prepayment
        of
        a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon,
        together with any additional amounts required pursuant to Section 3.5. Each
        such
        prepayment shall be applied to the Revolving Loans of the Lenders in accordance
        with their respective Pro Rata Shares.

       

      (b)
        DeVry
        may, upon notice to the Swing Line Lender (with a copy to the Administrative
        Agent), at any time or from time to time, voluntarily prepay Swing Line Loans
        in
        whole or in part without premium or penalty; provided that (i) such notice
        must
        be received by the Swing Line Lender and the Administrative Agent not later
        than
        12:00 (noon) on the date of the prepayment, and (ii) any such prepayment
        shall
        be in a minimum principal amount of $100,000. Each such notice shall specify
        the
        date and amount of such prepayment. If such notice is given by DeVry, DeVry
        shall make such prepayment and the payment amount specified in such notice
        shall
        be due and payable on the date specified therein.

       

      (c)
        If
        for any reason the Total Outstandings of either Borrower at any time exceed
        the
        Aggregate Commitments then in effect to such Borrower, DeVry shall immediately
        prepay Loans in an aggregate amount equal to such excess; provided,
        however,
        that
        DeVry shall not be required to Cash Collateralize the L/C Obligations pursuant
        to this Section 2.5(c) unless after the prepayment in full of the Revolving
        Loans and Swing Line Loans the Total Outstandings exceed the Aggregate
        Commitments then in effect.

       

      (d)
        If
        the Administrative Agent notifies the Borrowers at any time that the Outstanding
        Amount of all Loans denominated in Alternative Currencies at such time exceeds
        the Alternative Currency Sublimit then in effect, then, within two Business
        Days
        after receipt of such notice, the Borrowers shall prepay Loans in an aggregate
        amount sufficient to reduce such Outstanding Amount as of such date of payment
        to an amount not to exceed 100% of the Alternative Currency Sublimit then
        in
        effect.

       

      2.6.
        Termination
        or Reduction of Commitments.

       

      (a)
        DeVry
        may, upon notice to the Administrative Agent, terminate the Aggregate
        Commitments, or from time to time permanently reduce the Aggregate Commitments;
        provided
        that (i)
        any such notice shall be received by the Administrative Agent not later than
        10:00 a.m. five Business Days prior to the date of termination or reduction,
        (ii) any such partial reduction shall be in an aggregate amount of $10,000,000
        or any whole multiple of $1,000,000 in excess thereof, (iii) DeVry shall
        terminate or reduce the Aggregate Commitments if, after giving effect thereto
        and to any concurrent prepayments hereunder, the Total Outstandings would
        exceed
        the Aggregate Commitments, and (iv) if, after giving effect to any reduction
        of
        the Aggregate Commitments, the Alternative Currency Sublimit, the Letter
        of
        Credit Sublimit, the GEI Sublimit or the Swing Line Sublimit exceeds the
        amount
        of the Aggregate Commitments, such

       


      
        
          
          

        

        
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      Sublimit
        shall be automatically reduced by the amount of such excess. The Administrative
        Agent will promptly notify the Lenders of any such notice of termination
        or
        reduction of the Aggregate Commitments. Except as set forth in clause (iv)
        above, the amount of any such Aggregate Commitment reduction shall not be
        applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit
        unless otherwise specified by DeVry.

       

      (b)
        Any
        reduction of the Aggregate Commitments shall be applied to the Commitment
        of
        each Lender according to its Pro Rata Share. All commitment fees accrued
        until
        the effective date of any termination of the Aggregate Commitments shall
        be paid
        on the effective date of such termination.

       

      2.7.
        Repayment
        of Loans.

       

      (a)
        Each
        Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
        amount of its Revolving Loans outstanding on such date.

       

      (b)
        DeVry
        shall repay each Swing Line Loan on the earlier to occur of (i) the date
        five
        Business Days after such Loan is made and (ii) the Maturity Date.

       

      2.8.
        Interest.

       

      (a)
        Subject to the provisions of subsection (b) below, (i) each Eurocurrency
        Rate
        Loan shall bear interest on the outstanding principal amount thereof for
        each
        Interest Period at a rate per annum equal to the Eurocurrency Rate for such
        Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency
        Rate Loan of any Lender which is lent from a Lending Office in the United
        Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base
        Rate
        Revolving Loan shall bear interest on the outstanding principal amount thereof
        from the applicable borrowing date at a rate per annum equal to the Base
        Rate
        plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest
        on
        the outstanding principal amount thereof from the applicable borrowing date
        at a
        rate per annum equal to the Base Rate plus the Applicable Rate.

       

      (b)
        If
        any principal amount payable by the Borrowers (or either of them) under any
        Loan
        Document is not paid when due (without regard to any applicable grace periods),
        whether at stated maturity, by acceleration or otherwise, such amount shall
        thereafter bear interest at a fluctuating interest rate per annum at all
        times
        equal to the Default Rate to the fullest extent permitted by applicable Laws.
        Furthermore, upon the request of the Required Lenders, while any Event of
        Default exists, each Borrower shall pay interest on the principal amount
        of all
        outstanding Obligations hereunder then owing by it at a fluctuating interest
        rate per annum at all times equal to the Default Rate to the fullest extent
        permitted by applicable Laws. Accrued and unpaid interest on past due amounts
        shall be due and payable upon demand.

       

      (c)
        Interest on each Loan shall be due and payable in arrears on each Interest
        Payment Date applicable thereto and at such other times as may be specified
        herein. Interest hereunder shall be due and payable in accordance with the
        terms
        hereof before and after judgment, and before and after the commencement of
        any
        proceeding under any Debtor Relief Law.

       


      
        
          
          

        

        
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      2.9.
        Fees.
        In
        addition to certain fees described in subsections (g) and (h) of Section
        2.3:

       

      (a)
        Commitment
        Fee.
        DeVry
        shall pay to the Administrative Agent for the account of each Lender in
        accordance with its Pro Rata Share, a commitment fee equal to the Applicable
        Rate times the actual daily amount by which the Aggregate Commitments exceed
        the
        sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding
        Amount of L/C Obligations. The commitment fee shall accrue at all times during
        the Availability Period, including at any time during which one or more of
        the
        conditions in Article IV is not met. The commitment fee shall be due and
        payable
        quarterly in arrears on the last Business Day of each March, June, September
        and
        December, commencing with the first such date to occur after the Original
        Closing Date, and on the Maturity Date, provided that if DeVry has not received
        an invoice for such fees, such fees shall be due one Business Day after receipt
        of an invoice therefore. The commitment fee shall be calculated quarterly
        in
        arrears, and if there is any change in the Applicable Rate during any quarter,
        the actual daily amount shall be computed and multiplied by the Applicable
        Rate
        separately for each period during such quarter that such Applicable Rate
        was in
        effect.

       

      (b)
        Other
        Fees.
        (i)
        DeVry shall pay to the Arranger and the Administrative Agent for their own
        respective accounts fees in the amounts and at the times specified in the
        Original Fee Letter or the Third Amendment Fee Letter, as the case may be
        (it
        being understood that such fees shall be fully earned when paid and shall
        not be
        refundable for any reason whatsoever), and (ii) DeVry shall pay to the Lenders
        such fees as shall have been separately agreed upon in writing in the amounts
        and at the times so specified. Such fees shall be fully earned when paid
        and
        shall not be refundable for any reason whatsoever.

       

      2.10.
        Computation
        of Interest and Fees.
        

       

      All
        computations of interest for Base Rate Loans when the Base Rate is determined
        by
        Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
        366 days, as the case may be, and actual days elapsed. All other computations
        of
        fees and interest shall be made on the basis of a 360-day year and actual
        days
        elapsed (which results in more fees or interest, as applicable, being paid
        than
        if computed on the basis of a 365-day year), or, in the case of interest
        in
        respect of Revolving Loans denominated in Alternative Currencies as to which
        market practice differs from the foregoing, in accordance with such market
        practice. Interest shall accrue on each Loan for the day on which the Loan
        is
        made, and shall not accrue on a Loan, or any portion thereof, for the day
        on
        which the Loan or such portion is paid, provided that any Loan that is repaid
        on
        the same day on which it is made shall, subject to Section 2.12(a), bear
        interest for one day. Each determination by the Administrative Agent of an
        interest rate or fee hereunder shall be conclusive and binding for all purposes,
        absent manifest error.

       

      2.11.
        Evidence
        of Debt.
        

       

      (a)
        The
        Credit Extensions made by each Lender shall be evidenced by one or more accounts
        or records maintained by such Lender and by the Administrative Agent in the
        ordinary course of business. The accounts or records maintained by the
        Administrative Agent and each Lender shall be conclusive absent manifest
        error
        of the amount of the Credit Extensions made by the Lenders to each Borrower
        and
        the interest and payments thereon. Any failure to so record or

       


      
        
          
          

        

        
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      any
        error
        in doing so shall not, however, limit or otherwise affect the obligation
        of each
        Borrower hereunder to pay any amount owing with respect to the Obligations.
        In
        the event of any conflict between the accounts and records maintained by
        any
        Lender and the accounts and records of the Administrative Agent in respect
        of
        such matters, the accounts and records of the Administrative Agent shall
        control
        in the absence of manifest error. Upon the request of any Lender made through
        the Administrative Agent, each Borrower shall execute and deliver to such
        Lender
        (through the Administrative Agent) a Note, which shall evidence such Lender’s
        Loans in addition to such accounts or records. Each Lender may attach schedules
        to its Note and endorse thereon the date, Type (if applicable), amount, currency
        and maturity of its Loans and payments with respect thereto.

       

      (b)
        In
        addition to the accounts and records referred to in subsection (a), each
        Lender
        and the Administrative Agent shall maintain in accordance with its usual
        practice accounts or records evidencing the purchases and sales by such Lender
        of participations in Letters of Credit and Swing Line Loans. In the event
        of any
        conflict between the accounts and records maintained by the Administrative
        Agent
        and the accounts and records of any Lender in respect of such matters, the
        accounts and records of the Administrative Agent shall control in the absence
        of
        manifest error.

       

      2.12.
        Payments
        Generally.

       

      (a)
        All
        payments to be made by the Borrowers shall be made without condition or
        deduction for any counterclaim, defense, recoupment or setoff. Except as
        otherwise expressly provided herein and except with respect to principal
        of and
        interest on Loans denominated in an Alternative Currency, all payments by
        the
        Borrowers (or either of them) hereunder shall be made to the Administrative
        Agent, for the account of the respective Lenders to which such payment is
        owed,
        at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds
        not later than 1:00 p.m. on the date specified herein. Except as otherwise
        expressly provided herein, all payments by the Borrowers hereunder with respect
        to principal and interest on Loans denominated in an Alternative Currency
        shall
        be made to the Administrative Agent, for the account of the respective Lenders
        to which such payment is owed, at the applicable Administrative Agent’s Office
        in such Alternative Currency and in Same Day Funds not later than the Applicable
        Time specified by the Administrative Agent on the dates specified herein.
        Without limiting the generality of the foregoing, the Administrative Agent
        may
        require that any payments due under this Agreement be made in the United
        States.
        If, for any reason, any Borrower is prohibited by any Law from making any
        required payment hereunder in an Alternative Currency, such Borrower shall
        make
        such payment in Dollars in the Dollar Equivalent of the Alternative Currency
        payment amount. The Administrative Agent will promptly distribute to each
        Lender
        its Pro Rata Share (or other applicable share as provided herein) of such
        payment in like funds as received by wire transfer to such Lender’s Lending
        Office. All payments received by the Administrative Agent after 1:00 p.m.
        in the
        case of payments in Dollars, or (ii) after the Applicable Time specified
        by the
        Administrative Agent in the case of payments in an Alternative Currency,
        shall
        in each case be deemed received on the next succeeding Business Day and any
        applicable interest or fee shall continue to accrue.

       

      (b)
        If
        any payment to be made by the Borrower s (or either of them) shall come due
        on a
        day other than a Business Day, payment shall be made on the next following
        Business Day, and such extension of time shall be reflected in computing
        interest or fees, as the case may be.

       


      
        
          
          

        

        
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          (c)
        Unless
        either Borrower or any Lender has notified the Administrative Agent, prior
        to
        the date any payment is required to be made by it to the Administrative Agent
        hereunder, that such Borrower or such Lender, as the case may be, will not
        make
        such payment, the Administrative Agent may assume that such Borrower or such
        Lender, as the case may be, has timely made such payment and may (but shall
        not
        be so required to), in reliance thereon, make available a corresponding amount
        to the Person entitled thereto. If and to the extent that such payment was
        not
        in fact made to the Administrative Agent in immediately available funds,
        then:

       

      (i)
        if
        such Borrower failed to make such payment, each Lender shall forthwith on
        demand
        repay to the Administrative Agent the portion of such assumed payment that
        was
        made available to such Lender in immediately available funds, together with
        interest thereon in respect of each day from and including the date such
        amount
        was made available by the Administrative Agent to such Lender to the date
        such
        amount is repaid to the Administrative Agent in immediately available funds
        at
        the applicable Overnight Funds Rate from time to time in effect;
        and

       

      (ii)
        if
        any Lender failed to make such payment, such Lender shall forthwith on demand
        pay to the Administrative Agent the amount thereof in immediately available
        funds, together with interest thereon for the period from the date such amount
        was made available by the Administrative Agent to such Borrower to the date
        such
        amount is recovered by the Administrative Agent (the “Compensation Period”) at a
        rate per annum equal to the applicable Overnight Funds Rate from time to
        time in
        effect. If such Lender pays such amount to the Administrative Agent, then
        such
        amount shall constitute such Lender’s Revolving Loan included in the applicable
        Borrowing. If such Lender does not pay such amount forthwith upon the
        Administrative Agent’s demand therefore, the Administrative Agent may make a
        demand therefore upon DeVry, and DeVry shall pay such amount to the
        Administrative Agent, together with interest thereon for the Compensation
        Period
        at a rate per annum equal to the rate of interest applicable to the applicable
        Borrowing. Nothing herein shall be deemed to relieve any Lender from its
        obligation to fulfill its Commitment or to prejudice any rights which the
        Administrative Agent or DeVry may have against any Lender as a result of
        any
        default by such Lender hereunder.

       

      A
        notice
        of the Administrative Agent to any Lender or DeVry with respect to any amount
        owing under this subsection (c) shall be conclusive, absent manifest
        error.

       

      (d)
        If
        any Lender makes available to the Administrative Agent funds for any Loan
        to be
        made by such Lender as provided in the foregoing provisions of this Article
        II,
        and such funds are not made available to the Borrower by the Administrative
        Agent because the conditions to the applicable Credit Extension set forth
        in
        Article IV are not satisfied or waived in accordance with the terms hereof,
        the
        Administrative Agent shall return such funds (in like funds as received from
        such Lender) to such Lender, without interest.

       

      (e)
        The
        obligations of the Lenders hereunder to make Revolving Loans and to fund
        participations in Letters of Credit and Swing Line Loans are several and
        not
        joint. The failure of

       


      
        
          
          

        

        
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      any
        Lender to make any Revolving Loan or to fund any such participation on any
        date
        required hereunder shall not relieve any other Lender of its corresponding
        obligation to do so on such date, and no Lender shall be responsible for
        the
        failure of any other Lender to so make its Revolving Loan or purchase its
        participation.

       

      (f)
        Nothing herein shall be deemed to obligate any Lender to obtain the funds
        for
        any Loan in any particular place or manner or to constitute a representation
        by
        any Lender that it has obtained or will obtain the funds for any Loan in
        any
        particular place or manner.

       

      2.13.
        Sharing
        of Payments.
        

       

      If,
        other
        than as expressly provided elsewhere herein, any Lender shall obtain on account
        of the Revolving Loans made by it, or the participations in L/C Obligations
        or
        in Swing Line Loans held by it, any payment (whether voluntary, involuntary,
        through the exercise of any right of set-off, or otherwise) in excess of
        its
        ratable share (or other share contemplated hereunder) thereof, such Lender
        shall
        immediately (a) notify the Administrative Agent of such fact, and (b) purchase
        from the other Lenders such participations in the Revolving Loans made by
        them
        and/or such subparticipations in the participations in L/C Obligations or
        Swing
        Line Loans held by them, as the case may be, as shall be necessary to cause
        such
        purchasing Lender to share the excess payment in respect of such Revolving
        Loans
        or such participations, as the case may be, pro rata with each of them;
provided,
        however,
        that if
        all or any portion of such excess payment is thereafter recovered from the
        purchasing Lender under any of the circumstances described in Section 11.6
        (including pursuant to any settlement entered into by the purchasing Lender
        in
        its discretion), such purchase shall to that extent be rescinded and each
        other
        Lender shall repay to the purchasing Lender the purchase price paid therefore,
        together with an amount equal to such paying Lender's ratable share (according
        to the proportion of (i) the amount of such paying Lender's required repayment
        to (ii) the total amount so recovered from the purchasing Lender) of any
        interest or other amount paid or payable by the purchasing Lender in respect
        of
        the total amount so recovered, without further interest thereon. Each Borrower
        agrees that any Lender so purchasing a participation from another Lender
        may, to
        the fullest extent permitted by law, exercise all its rights of payment
        (including the right of set-off, but subject to Section 11.9) with respect
        to
        such participation as fully as if such Lender were the direct creditor of
        such
        Borrower in the amount of such participation. The Administrative Agent will
        keep
        records (which shall be conclusive and binding in the absence of manifest
        error)
        of participations purchased under this Section 2.13 and will in each case
        notify
        the Lenders following any such purchases or repayments. Each Lender that
        purchases a participation pursuant to this Section 2.13 shall from and after
        such purchase have the right to give all notices, requests, demands, directions
        and other communications under this Agreement with respect to the portion
        of the
        Obligations purchased to the same extent as though the purchasing Lender
        were
        the original owner of the Obligations purchased.

       

      2.14.
        Increase in Commitments.

       

      (a) Upon
        notice to the Administrative Agent (which shall promptly notify the Lenders),
        DeVry may from time to time (but not more than twice), request an increase
        in
        the Aggregate Commitments by an amount (for all such requests) not exceeding
        $100,000,000; provided, however, that (i) any increase shall be in an aggregate
        amount of $15,000,000 or any

       


      
        
          
          

        

        
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      whole
        multiple of $1,000,000 in excess thereof, and (ii) no Default shall then
        exist.
        At the time of sending such notice, DeVry (in consultation with the
        Administrative Agent) shall specify the time period within which each Lender
        is
        requested to respond (which shall in no event be less than ten Business Days
        from the date of delivery of such notice to the Lenders). Each Lender shall
        notify the Administrative Agent within such time period whether or not it
        agrees
        to increase its Commitment and, if so, whether by an amount equal to, greater
        than, or less than its Pro Rata Share of such requested increase. Any Lender
        not
        responding within such time period shall be deemed to have declined to increase
        its Commitment, it being understood that no Lender shall have any obligation
        to
        increase its Commitment. The Administrative Agent shall notify DeVry and
        each
        Lender of the Lenders’ responses to each request made hereunder. To achieve the
        full amount of a requested increase, DeVry may also invite additional Eligible
        Assignees to become Lenders pursuant to a joinder agreement in form and
        substance satisfactory to the Administrative Agent and its counsel.

       

      (b) If
        the
        Aggregate Commitments are increased in accordance with this Section, the
        Administrative Agent and DeVry shall determine the effective date (the “Increase
        Effective Date”) and the final allocation of such increase. The Administrative
        Agent shall promptly notify DeVry and the Lenders of the final allocation
        of
        such increase and the Increase Effective Date. As a condition precedent to
        such
        increase, DeVry shall deliver to the Administrative Agent the following,
        in form
        and substance satisfactory to the Administrative Agent, dated as of such
        Increase Effective Date, and in sufficient copies for each Lender:

       

      (i) a
        certificate signed by the Secretary or Assistant Secretary of DeVry certifying
        and attaching the resolutions adopted by DeVry approving such
        increase,

       

      (ii) a
        certificate signed by a Responsible Officer of DeVry certifying that, before
        and
        after giving effect to such increase, (A) the representations and warranties
        contained in Article V and the other Loan Documents are true and correct
        on and
        as of the Extension Effective Date (except to the extent that such
        representations and warranties specifically refer to an earlier date, in
        which
        case they are true and correct as of such earlier date, and except that for
        purposes of this Section 2.14, the representations and warranties contained
        in
        Section 5.5(a) and (b) hereof shall be deemed to refer to the most recent
        statements furnished pursuant to Section 6.1 (a) and (b) hereof), and (B)
        no
        Default exists,

       

      (iii) an
        acknowledgment signed by each other Loan Party consenting to such increase
        and
        reaffirming its obligations under the Loan Documents; and

       

      (iv) to
        the
        extent requested by the Administrative Agent, such opinions of counsel
        (including opinions of counsel for its Non-U.S. Subsidiaries) reaffirming
        the
        opinions furnished pursuant to Sections 4.1 and 6.15 as applied to the increase
        in Commitments pursuant to this Section and confirming that the Collateral
        secures the Obligations as so increased.

       

      On
        the
        Increase Effective Date, the Administrative Agent shall revise Schedule 2.1
        to
        reflect the increase in Commitments and the allocation thereof, it being
        understood that (i) each Lender's Pro Rata Share shall be revised to reflect
        a
        fraction (expressed as a decimal, carried out to the ninth decimal place)
        the
        numerator of which is the amount of the aggregate Commitment of
        such

       


      
        
          
          

        

        
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      Lender
        at
        such time and the denominator of which is the amount of the Aggregate
        Commitments of all Lenders, and (ii) the allocation of such Lender's Commitment
        shall be revised to reflect such Lender's Pro Rata Share of the Aggregate
        Commitments as so revised. DeVry shall prepay any Revolving Loans outstanding
        on
        the Increase Effective Date (and pay any additional amounts required pursuant
        to
        Section 3.5) to the extent necessary to keep all outstanding Revolving Loans
        ratable with any revised Pro Rata Shares arising from any nonratable increase
        in
        the Commitments under this Section.

       

      (c) This
        Section shall supersede any provisions in Sections 2.13 or 11.1 to the contrary.
        

       

      ARTICLE
        III

       

      TAXES,
        YIELD PROTECTION AND ILLEGALITY

       

      3.1.
        Taxes.
        

       

      (a)
        Any
        and all payments by the Borrowers to or for the account of the Administrative
        Agent or any Lender under any Loan Document shall be made free and clear
        of and
        without deduction for any and all present or future taxes, duties, levies,
        imposts, deductions, assessments, fees, withholdings or similar charges,
        and all
        liabilities with respect thereto, excluding, in the case of the Administrative
        Agent and each Lender, taxes (“Excluded Taxes”) imposed on or measured by its
        overall net income, and franchise taxes imposed on it (in lieu of net income
        taxes), by the jurisdiction (or any political subdivision thereof) under
        the
        Laws of which the Administrative Agent or such Lender, as the case may be,
        is
        organized or maintains a lending office (all such non-excluded taxes, duties,
        levies, imposts, deductions, assessments, fees, withholdings or similar charges,
        and liabilities being hereinafter referred to as “Taxes”). If either Borrower
        shall be required by any Laws to deduct any Taxes from or in respect of any
        sum
        payable under any Loan Document to the Administrative Agent or any Lender,
        (i)
        the sum payable shall be increased as necessary so that after making all
        required deductions (including deductions applicable to additional sums payable
        under this Section 3.1(a)), each of the Administrative Agent and such Lender
        receives an amount equal to the sum it would have received had no such
        deductions been made, (ii) such Borrower shall make such deductions, (iii)
        such
        Borrower shall pay the full amount deducted to the relevant taxation authority
        or other authority in accordance with applicable Laws, and (iv) within 30
        days
        after the date of such payment, such Borrower shall furnish to the
        Administrative Agent (which shall forward the same to such Lender) the original
        or a certified copy of a receipt evidencing payment thereof. The Obligations
        of
        the Borrowers under this Section 3.1 are subject to the provisions of Section
        11.16.

       

      (b)
        In
        addition, each Borrower agrees to pay any and all present or future stamp,
        court
        or documentary taxes and any other excise or property taxes or charges or
        similar levies which arise from any payment made under any Loan Document
        or from
        the execution, delivery, performance, enforcement or registration of, or
        otherwise with respect to, any Loan Document (hereinafter referred to as
“Other
        Taxes”).

       

      (c)
        If
        either Borrower shall be required to deduct or pay any Taxes or Other Taxes
        from

       


      
        
          
          

        

        
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      or
        in
        respect of any sum payable under any Loan Document to the Administrative
        Agent
        or any Lender, such Borrower shall also pay to the Administrative Agent or
        to
        such Lender, as the case may be, at the time interest is paid, such additional
        amount that the Administrative Agent or such Lender specifies is necessary
        to
        preserve the after-tax yield (after factoring in all taxes, including taxes
        imposed on or measured by net income) that the Administrative Agent or such
        Lender would have received if such Taxes or Other Taxes had not been
        imposed.

       

      (d)
        Each
        Borrower agrees to indemnify the Administrative Agent and each Lender for
        (i)
        the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
        imposed or asserted by any jurisdiction on additional amounts payable under
        this
        Section 3.1) paid by the Administrative Agent and such Lender with respect
        to
        payments made by a Borrower hereunder, (ii) amounts payable under Section
        3.1(c), and (iii) any liability (including additions to tax, penalties, interest
        and expenses arising therefrom or with respect thereto, but excluding penalties,
        interest and expenses imposed or asserted on account of the bad faith or
        willful
        neglect of the Administrative Agent or such Lender). Payment under this
        subsection (d) shall be made within 30 days after the date the Lender or
        the
        Administrative Agent makes a demand therefore.

       

      3.2.
        Illegality.
        

       

      If
        any
        Lender determines that any Law has made it unlawful, or that any Governmental
        Authority has asserted that it is unlawful, for any Lender or its applicable
        Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether
        denominated in Dollars or an Alternative Currency), or to determine or charge
        interest rates based upon the Eurocurrency Rate, or any Governmental Authority
        has imposed material restrictions on the authority of such Lender to purchase
        or
        sell, or to take deposits of, Dollars or any Alternative Currency in the
        applicable interbank market, then, on notice thereof by such Lender to the
        applicable Borrower through the Administrative Agent, any obligation of such
        Lender to make or continue Eurocurrency Rate Loans in the affected currency
        or
        currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert
        Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such
        Lender
        notifies the Administrative Agent and the applicable Borrower that the
        circumstances giving rise to such determination no longer exist. Upon receipt
        of
        such notice, the applicable Borrower shall, upon demand from such Lender
        (with a
        copy to the Administrative Agent), prepay or, if applicable and such Loans
        are
        denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender
        to
        Base Rate Loans, either on the last day of the Interest Period therefore,
        if
        such Lender may lawfully continue to maintain such Eurocurrency Rate Loans
        to
        such day, or immediately, if such Lender may not lawfully continue to maintain
        such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the
        applicable Borrower shall also pay accrued interest on the amount so prepaid
        or
        converted. Each Lender agrees to designate a different Lending Office if
        such
        designation will avoid the need for such notice and will not, in the good
        faith
        judgment of such Lender, otherwise be materially disadvantageous to such
        Lender.

       

      3.3.
        Inability
        to Determine Rates.
        

       

      If
        the
        Required Lenders determine that for any reason in connection with any request
        for a Eurocurrency Rate Loan or a conversion to or continuation thereof that
        (a)
        deposits (whether in Dollars or an Alternative Currency) are not being offered
        to banks in the applicable offshore

       


      
        
          
          

        

        
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      interbank
        market for such currency for the applicable amount and Interest Period of
        such
        Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for
        determining the Eurocurrency Rate for any requested Interest Period with
        respect
        to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an
        Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest
        Period with respect to a proposed Eurocurrency Rate Loan does not adequately
        and
        fairly reflect the cost to such Lenders of funding such Loan, the Administrative
        Agent will promptly so notify the applicable Borrower and each Lender.
        Thereafter, the obligation of the Lenders to make or maintain Eurocurrency
        Rate
        Loans in the affected currency or currencies shall be suspended until the
        Administrative Agent (upon the instruction of the Required Lenders) revokes
        such
        notice. Upon receipt of such notice, the applicable Borrower may revoke any
        pending request for a Borrowing of, conversion to or continuation of
        Eurocurrency Rate Loans in the affected currency or currencies or, failing
        that,
        will be deemed to have converted such request into a request for a Borrowing
        of
        Base Rate Loans in the amount specified therein.

       

      3.4.
        Increased
        Costs; Reserves on Eurocurrency Rate Loans.

       

      (a)
        Increased
        Costs Generally.
        If any
        Change in Law shall:

       

      (i)
        impose, modify or deem applicable any reserve, special deposit, compulsory
        loan,
        insurance charge or similar requirement against assets of, deposits with
        or for
        the account of, or credit extended or participated in by, any Lender (except
        (A)
        any reserve requirement contemplated by Section 3.4(e) and (B) the requirements
        of the Bank of England and the Financial Services Authority or the European
        Central Bank reflected in the Mandatory Cost, other than as set forth below)
        or
        the L/C Issuer;

       

      (ii)
        subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
        respect to this Agreement, any Letter of Credit, any participation in a Letter
        of Credit or any Eurocurrency Rate Loan made by it, or change the basis of
        taxation of payments to such Lender or the L/C Issuer in respect thereof
        (except
        for Taxes or Other Taxes covered by Section 3.1 and the imposition of, or
        any
        change in the rate of, any Excluded Tax payable by such Lender or the L/C
        Issuer);

       

      (iii)
        result in the failure of the Mandatory Cost, as calculated hereunder, to
        represent the cost to any Lender of complying with the requirements of the
        Bank
        of England and/or the Financial Services Authority or the European Central
        Bank
        in relation to its making, funding or maintaining Eurocurrency Rate Loans;
        or

       

      (iv)
        impose on any Lender or the L/C Issuer or the London interbank market any
        other
        condition, cost or expense affecting this Agreement or Eurocurrency Rate
        Loans
        made by such Lender or any Letter of Credit or participation
        therein;

       


      
        
          
          

        

        
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      and
        the
        result of any of the foregoing shall be to increase the cost to such Lender
        of
        making or maintaining any Eurocurrency Rate Loan (or of maintaining its
        obligation to make any such Loan), or to increase the cost to such Lender
        or the
        L/C Issuer of participating in, issuing or maintaining any Letter of Credit
        (or
        of maintaining its obligation to participate in or to issue any Letter of
        Credit), or to reduce the amount of any sum received or receivable by such
        Lender or the L/C Issuer hereunder (whether of principal, interest or any
        other
        amount) then, upon request of such Lender or the L/C Issuer, DeVry will pay
        to
        such Lender or the L/C Issuer, as the case may be, such additional amount
        or
        amounts as will compensate such Lender or the L/C Issuer, as the case may
        be,
        for such additional costs incurred or reduction suffered.

       

      (b)
        Capital
        Requirements.
        If any
        Lender or the L/C Issuer determines that any Change in Law affecting such
        Lender
        or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the
        L/C Issuer’s holding company, if any, regarding capital requirements has or
        would have the effect of reducing the rate of return on such Lender’s or the L/C
        Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding
        company, if any, as a consequence of this Agreement, the Commitments of such
        Lender or the Loans made by, or participations in Letters of Credit held
        by,
        such Lender, or the Letters of Credit issued by the L/C Issuer, to a level
        below
        that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
        holding company could have achieved but for such Change in Law (taking into
        consideration such Lender’s or the L/C Issuer’s policies and the policies of
        such Lender’s or the L/C Issuer’s holding company with respect to capital
        adequacy), then from time to time DeVry will pay to such Lender or the L/C
        Issuer, as the case may be, such additional amount or amounts as will compensate
        such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
        company for any such reduction suffered.

       

      (c)
        Certificates
        for Reimbursement.
        A
        certificate of a Lender or the L/C Issuer setting forth the amount or amounts
        necessary to compensate such Lender or the L/C Issuer or its holding company,
        as
        the case may be, as specified in subsection (a) or (b) of this Section and
        delivered to DeVry shall be conclusive absent manifest error. DeVry shall
        pay
        (or cause GEI to pay) such Lender or the L/C Issuer, as the case may be,
        the
        amount shown as due on any such certificate within 10 days after receipt
        thereof.

       

      (d)
        Delay
        in Requests.
        Failure
        or delay on the part of any Lender or the L/C Issuer to demand compensation
        pursuant to the foregoing provisions of this Section shall not constitute
        a
        waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,
        provided that no Borrower shall be required to compensate a Lender or the
        L/C
        Issuer pursuant to the foregoing provisions of this Section for any increased
        costs incurred or reductions suffered more than 90 days prior to the date
        that
        such Lender or the L/C Issuer, as the case may be, notifies DeVry of the
        Change
        in Law giving rise to such increased costs or reductions and of such Lender’s or
        the L/C Issuer’s intention to claim compensation therefore (except that, if the
        Change in Law giving rise to such increased costs or reductions is retroactive,
        then the 90-day period referred to above shall be extended to include the
        period
        of retroactive effect thereof).

       


      
        
          
          

        

        
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      (e)
        Additional
        Reserve Requirements.
        DeVry
        shall pay to each Lender, (i) as long as such Lender shall be required to
        maintain reserves with respect to liabilities or assets consisting of or
        including Eurocurrency funds or deposits (currently known as “Eurocurrency
        Liabilities”), additional interest on the unpaid principal amount of each
        Eurocurrency Rate Loan equal to the actual costs of such reserves allocated
        to
        such Loan by such Lender (as determined by such Lender in good faith, which
        determination shall be conclusive), and (ii) as long as such Lender shall
        be
        required to comply with any reserve ratio requirement or analogous requirement
        of any central banking or financial regulatory authority imposed in respect
        of
        the maintenance of the Commitments or the funding of the Eurocurrency Rate
        Loans, such additional costs (expressed as a percentage per annum and rounded
        upwards, if necessary, to the nearest five decimal places) equal to the actual
        costs allocated to such Commitment or Loan by such Lender (as determined
        by such
        Lender in good faith, which determination shall be conclusive), which in
        each
        case shall be due and payable on each date on which interest is payable on
        such
        Loan, provided DeVry shall have received at least 10 days’ prior notice (with a
        copy to the Administrative Agent) of such additional interest or costs from
        such
        Lender. If a Lender fails to give notice 10 days prior to the relevant Interest
        Payment Date, such additional interest or costs shall be due and payable
        10 days
        from receipt of such notice.

       

      3.5.
        Compensation
        for Losses.
        

       

      Upon
        demand of any Lender (with a copy to the Administrative Agent) from time
        to
        time, DeVry shall promptly compensate (or cause GEI to compensate) such Lender
        for and hold such Lender harmless from any loss, cost or expense incurred
        by it
        as a result of:

       

      (a)
        any
        continuation, conversion, payment or prepayment of any Loan other than a
        Base
        Rate Loan on a day other than the last day of the Interest Period for such
        Loan
        (whether voluntary, mandatory, automatic, by reason of acceleration, or
        otherwise);

       

      (b)
        any
        failure by either Borrower (for a reason other than the failure of such Lender
        to make a Loan) to prepay, borrow, continue or convert any Loan other than
        a
        Base Rate Loan on the date or in the amount notified by DeVry or GEI as
        applicable;

       

      (c)
         any
        failure by either Borrower to make payment of any Loan or drawing under any
        Letter of Credit (or interest due thereon) denominated in an Alternative
        Currency on its scheduled due date or any payment thereof in a different
        currency; or

       

      (d)
        any
        assignment of a Eurocurrency Rate Loan on a day other than the last day of
        the
        Interest Period therefore as a result of a request by DeVry pursuant to Section
        11.16;

       

      including
        any loss of anticipated profits, any foreign exchange losses and any loss
        or
        expense arising from the liquidation or reemployment of funds obtained by
        it to
        maintain such Loan, from fees payable to terminate the deposits from which
        such
        funds were obtained or from the performance of any foreign exchange contract.
        DeVry shall also pay any customary administrative fees charged by such Lender
        in
        connection with the foregoing.

       


      
        
          
          

        

        
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      For
        purposes of calculating amounts payable by DeVry to the Lenders under this
        Section 3.5, each Lender shall be deemed to have funded each Eurocurrency
        Rate
        Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit
        or
        other borrowing in the offshore interbank market for such currency for a
        comparable amount and for a comparable period, whether or not such Eurocurrency
        Rate Loan was in fact so funded.

       

      3.6.
        Matters
        Applicable to all Requests for Compensation.
        

       

      (a)
        A
        certificate of the Administrative Agent or any Lender claiming compensation
        under this Article III and setting forth the additional amount or amounts
        to be
        paid to it hereunder shall be conclusive in the absence of manifest error.
        In
        determining such amount, the Administrative Agent or such Lender may use
        any
        reasonable averaging and attribution methods.

       

      (b)
        To
        the extent reasonably possible, each Lender shall designate an alternate
        Lending
        Office with respect to its Eurocurrency Rate Loans to reduce any liability
        of
        the Borrowers to such Lender under Sections 3.1 and 3.4 and/or to avoid
        suspension of such Lender's obligation to make Eurocurrency Rate Loans under
        Section 3.2, as long as such designation is not, in the judgment of such
        Lender,
        disadvantageous to such Lender.

       

      (c)
        Upon
        any Lender's making a claim for compensation under Section 3.1 or 3.4 or
        any
        exercise by such Lender of its rights not to make Eurocurrency Rate Loans
        under
        Section 3.2, the Borrowers may replace such Lender in accordance with Section
        11.16.

       

      3.7.
        Survival.
        

       

      The
        obligations of each Borrower under this Article III shall survive termination
        of
        the Aggregate Commitments and repayment of all other Obligations
        hereunder.

       

      ARTICLE
        IV

       

      CONDITIONS
        PRECEDENT TO CREDIT EXTENSIONS

       

      4.1.
        Conditions
        of Initial Credit Extension.
        

       

      The
        obligation of each Lender to make its initial Credit Extension hereunder
        was
        subject to satisfaction of the following conditions precedent (except with
        respect to non-material matters or items with respect to which DeVry gave
        assurances satisfactory to the Administrative Agent that such items would
        be
        delivered promptly following the Original Closing Date):

       

      (a)
        The
        Administrative Agent’s (or in the case of items (iii), (iv) and (v) the
        Collateral Agent’s) receipt of the following, each of which were originals or
        facsimiles (followed promptly by originals) unless otherwise specified, each
        properly executed by a Responsible Officer or Senior Responsible Officer
        of the
        signing Loan Party, each dated the Original Closing Date (or, in the case
        of
        certificates of governmental officials, a recent date before the Original
        Closing Date) and each in form and substance satisfactory to the Administrative
        Agent and its legal counsel:

       

      (i)
        executed counterparts of the Original Credit Agreement, the U.S.
        Subsidiary

       


      
        
          
          

        

        
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      Guaranty,
        the Offshore Guaranty, and the Pledge Agreement, in sufficient number for
        distribution to the Administrative Agent, each Lender and the
        Borrowers;

       

      (ii)
        as
        to each Borrower, a Note executed by such Borrower in favor of each Lender
        requesting a Note;

       

      (iii)
        share certificates representing the Collateral pledged under the Pledge
        Agreement, together with stock powers executed in blank;

       

      (iv)
        evidence of the filing in the appropriate offices of UCC financing statements
        in
        the name of each Loan Party which is a pledgor under the Pledge Agreement
        (as
        debtor) and the Collateral Agent (as secured party) describing the Collateral
        under the Pledge Agreement;.

       

      (v)
        such
        UCC search reports as the Administrative Agent or the Collateral Agent shall
        have requested;

       

      (vi)
        such
        certificates of resolutions or other action, incumbency certificates and/or
        other certificates of Responsible Officers of each Loan Party as the
        Administrative Agent may require evidencing the identity, authority and capacity
        of each Responsible Officer thereof authorized to act as a Responsible Officer
        in connection with the Original Credit Agreement and the other Loan Documents
        to
        which such Loan Party is a party;

       

      (vii)
        such documents and certifications as the Administrative Agent may reasonably
        require to evidence that each Loan Party is duly organized or formed, and
        that
        each of the Loan Parties is validly existing, in good standing and qualified
        to
        engage in business in each jurisdiction where its ownership, lease or operation
        of properties or the conduct of its business requires such qualification,
        except
        to the extent that failure to do so could not reasonably be expected to have
        a
        Material Adverse Effect;

       

      (viii)
        favorable opinions of (A) Marilynn J. Cason, General Counsel of DeVry and
        Mayer,
        Brown, Rowe & Maw special counsel to the Loan Parties, addressed to the
        Administrative Agent and each Lender, as to the matters set forth in Exhibits
        H-1 and H-2 and (B) Clarke, Gittens & Farmer Barbados counsel to the Loan
        Parties; 

       

      (ix)
        copies of all opinions of counsel, if any, addressed and delivered to DeVry
        pursuant to the Dominica Purchase Agreement, together with reliance letters
        to
        the effect that the Administrative Agent and the Lenders may rely on such
        opinions as if addressed to them;

       

      (x)
        a
        certificate of a Responsible Officer of each Loan Party either (A) attaching
        copies of all consents, licenses and approvals required in connection with
        the
        execution, delivery and performance by such Loan Party and the validity against
        such Loan Party of the Loan Documents to which it is a party, and such consents,
        licenses and approvals shall be in full force and effect, or (B) stating
        that no
        such consents, licenses or approvals are so required;

       

      (xi)
        a
        certificate (the “Closing Certificate”) signed by a Senior
        Responsible

       


      
        
          
          

        

        
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      Officer
        of DeVry to the effect that (A) the conditions specified in Sections 4.2(a)
        and
        (b) have been satisfied, (B) there has been no event or circumstance since
        March
        31, 2003 that has had or could be reasonably expected to have, either
        individually or in the aggregate, a Material Adverse Effect; (C) attached
        thereto is a calculation of the financial tests set forth in Section 7.15
        (such
        calculation to be as of the last day of the period of four consecutive fiscal
        quarters of DeVry most recently ended prior to the Original Closing Date
        and to
        be on a proforma basis as if the Dominica Acquisition had been consummated
        at
        the beginning of such period), and (D) the unutilized Aggregate Commitments
        shall not be less than $25,000,000 after giving effect to the consummation
        of
        the Dominica Acquisition, the incurrence of all Indebtedness under the Original
        Credit Agreement and the Senior Notes on the Original Closing Date, and the
        repayment of the Existing Indebtedness;

       

      (xii)
        a
        certificate (the “Acquisition Certificate”) signed by a Senior Responsible
        Officer of DeVry to the effect that concurrently therewith, (A) the conditions
        in Section 2.01(a) through 2.01(l) of the Dominica Purchase Agreement have
        been satisfied, without waiver thereof, (B) the Dominica Acquisition has
        been
        consummated substantially in accordance with the terms of the Dominica
        Acquisition Documents, and in compliance with applicable Laws, (C) all Existing
        Indebtedness has been repaid, all Liens (if any) securing such Existing
        Indebtedness have been released, and all commitments to extend credit pursuant
        to any agreement giving rise to such Existing Indebtedness have been terminated,
        (D) the Dominica Acquisition Documents have not been materially altered,
        amended
        or changed or supplemented or any condition therein waived, in each case
        in a
        manner adverse to the Lenders (without the prior written consent of the
        Administrative Agent and the Arranger), and (E) attached thereto is a copy
        of
        the Dominica Purchase Agreement (together with related schedules and
        exhibits);

       

      (xiii)
        a
        certificate (the “Senior Note Funding Certificate”) signed by a Responsible
        Officer of DeVry to the effect that (A) attached thereto is a true and correct
        copy of the Senior Note Purchase Agreement, and (B) the Senior Notes have
        been
        issued in an aggregate principal amount of not less than $125,000,000, (C)
        concurrently therewith, the Borrowers have received proceeds of the Senior
        Notes
        in an amount not less than the aggregate principal amount thereof (less fees
        and
        related expenses), and (D) concurrently therewith, all fees and expenses
        then
        due and owing in connection with the issuance of the Senior Notes have been
        paid;

       

      (xiv)
        evidence that the 1996 Credit Agreement has been or concurrently with the
        Original Closing Date is being terminated and all Liens (if any) securing
        obligations under the 1996 Credit Agreement have been or concurrently with
        the
        Original Closing Date are being released;

       

      (xv)
        such
        other evidence of the accuracy of the certifications in the Closing Certificate,
        the Acquisition Certificate, and the Senior Note Funding Certificate as the
        Administrative Agent shall have requested; and

       

      (xvi)
        such other assurances, certificates, documents, consents or opinions as the
        Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required
        Lenders reasonably may require.

       


      
        
          
          

        

        
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      (b)
        Any
        and all fees and expenses required to be paid on or before the Original Closing
        Date (including any and all fees and expenses in respect of the Original
        Credit
        Agreement, the Original Fee Letter and the Senior Note Purchase Agreement),
        shall have been paid.

       

      (c)
        Unless waived by the Administrative Agent, DeVry shall have paid all Attorney
        Costs of the Administrative Agent to the extent invoiced prior to or on the
        Original Closing Date, plus such additional amounts of Attorney Costs as
        shall
        constitute its reasonable estimate of Attorney Costs incurred or to be incurred
        by it through the closing proceedings (provided that such estimate shall
        not
        thereafter preclude a final settling of accounts between DeVry and the
        Administrative Agent).

       

      4.2.
        Conditions
        to all Credit Extensions.
        

       

      The
        obligation of each Lender to honor any Request for Credit Extension (other
        than
        a Revolving Loan Notice requesting only a conversion of Revolving Loans to
        the
        other Type, or a continuation of Eurocurrency Rate Loans) is subject to the
        following conditions precedent:

       

      (a)
        The
        representations and warranties of the Borrowers and each other Loan Party
        contained in Article V of this Agreement or in any other Loan Document, or
        which
        are contained in any document furnished at any time under or in connection
        herewith or therewith, shall be true and correct in all material respects
        on and
        as of the date of such Credit Extension, except to the extent that such
        representations and warranties specifically refer to an earlier date, in
        which
        case they shall be true and correct as of such earlier date, and except that
        for
        purposes of this Section 4.2, the representations and warranties contained
        in
        subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most
        recent statements furnished pursuant to clauses (a) and (b), respectively,
        of
        Section 6.1.

       

      (b)
        No
        Default shall exist, or would result from such proposed Credit
        Extension.

       

      (c)
        The
        Administrative Agent and, if applicable, the L/C Issuer or the Swing Line
        Lender
        shall have received a Request for Credit Extension in accordance with the
        requirements hereof.

       

      (d)
        In
        the case of a Credit Extension to be denominated in an Alternative Currency,
        there shall not have occurred any change in national or international financial,
        political or economic conditions or currency exchange rates or exchange controls
        which in the reasonable opinion of the Administrative Agent, the Required
        Lenders (in the case of any Loans to be denominated in an Alternative Currency)
        or the L/C Issuer (in the case of any Letter of Credit to be denominated
        in an
        Alternative Currency) would make it impracticable for such Credit Extension
        to
        be denominated in the relevant Alternative Currency.

       

      Each
        Request for Credit Extension (other than a Revolving Loan Notice requesting
        only
        a conversion of Revolving Loans to the other Type or a continuation of
        Eurocurrency Rate Loans) submitted by either Borrower shall be deemed to
        be a
        representation and warranty that the conditions specified in Sections 4.2(a)
        and
        (b) have been satisfied on and as of the date of the applicable Credit
        Extension.

       


      
        
          
          

        

        
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      ARTICLE
        V

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Each
        Borrower jointly and severally represents and warrants to the Administrative
        Agent and the Lenders that:

       

      5.1.
        Existence,
        Qualification and Power; Compliance with Laws.
        

       

      Each
        Loan
        Party (a) is a corporation, partnership or limited liability company duly
        organized or formed, validly existing and in good standing under the Laws
        of the
        jurisdiction of its incorporation or organization, (b) has all requisite
        power
        and authority and all requisite governmental licenses, authorizations, consents
        and approvals to (i) own its assets and carry on its business and (ii) execute,
        deliver and perform its obligations under the Loan Documents to which it
        is a
        party, (c) is duly qualified and is licensed and in good standing under the
        Laws
        of each jurisdiction where its ownership, lease or operation of properties
        or
        the conduct of its business requires such qualification or license, and (d)
        is
        in compliance with all Laws; except in each case referred to in clause (b)(i),
        (c) or (d), to the extent that failure to do so could not reasonably be expected
        to have a Material Adverse Effect.

       

      5.2.
        Authorization;
        No Contravention.
        

       

      The
        execution, delivery and performance by each Loan Party of each Loan Document
        to
        which such Person is party, have been duly authorized by all necessary corporate
        or other organizational action, and do not and will not (a) contravene the
        terms
        of any of such Person's Organization Documents; (b) conflict with or result
        in
        any breach or contravention of, or the creation of any Lien (other than Liens
        under the Loan Documents) under, (i) any Contractual Obligation to which
        such
        Person is a party or (ii) any order, injunction, writ or decree of any
        Governmental Authority or any arbitral award to which such Person or its
        property is subject; or (c) violate any Law.

       

      5.3.
        Governmental
        Authorization; Other Consents.
        

       

      No
        approval, consent, exemption, authorization, or other action by, or notice
        to,
        or filing with, any Governmental Authority or any other Person not previously
        obtained or made is necessary or required in connection with the execution,
        delivery or performance by, or enforcement against, any Loan Party of this
        Agreement or any other Loan Document other than filings in connection with
        the
        Pledge Agreement.

       

      5.4.
        Binding
        Effect.
        

       

      This
        Agreement has been, and each other Loan Document, when delivered hereunder,
        will
        have been, duly executed and delivered by each Loan Party that is party thereto.
        This Agreement constitutes, and each other Loan Document when so delivered
        will
        constitute, a legal, valid and binding obligation of such Loan Party,
        enforceable against each Loan Party that is party thereto in accordance with
        its
        terms, except as such enforceability may be limited by (i) applicable Debtor
        Relief Laws and (ii) general principles of equity (regardless of whether
        such
        enforceability is considered in a proceeding in equity or at law).

       


      
        
          
          

        

        
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      5.5.
        Financial Statements; No Material Adverse Effect. 

       

      (a)
        The
        Audited Financial Statements (i) were prepared in accordance with GAAP
        consistently applied throughout the period covered thereby, except as otherwise
        expressly noted therein; (ii) fairly present the financial condition of DeVry
        and its Subsidiaries as of the date thereof and their results of operations
        for
        the period covered thereby in accordance with GAAP consistently applied
        throughout the period covered thereby, except as otherwise expressly noted
        therein; and (iii) show all material indebtedness and other liabilities,
        direct
        or contingent, of DeVry and its Subsidiaries as of the date thereof, including
        liabilities for taxes, material commitments and Indebtedness.

       

      (b)
        The
        unaudited consolidated financial statements of DeVry and its Subsidiaries
        dated
        September 30, 2006 and the related consolidated statements of income or
        operations, shareholders’ equity and cash flows for the fiscal quarter ended on
        that date (i) were prepared in accordance with GAAP consistently applied
        throughout the period covered thereby, except as otherwise expressly noted
        therein, (ii) fairly present the financial condition of DeVry and its
        Subsidiaries as of the date thereof and their results of operations for the
        period covered thereby, subject, in the case of clauses (i) and (ii), to
        the
        absence of footnotes and to normal year-end audit adjustments and (iii) except
        as set forth on Schedule 5.5, show all material indebtedness and other
        liabilities, direct or contingent, of DeVry and its consolidated Subsidiaries
        as
        of the date of such financial statements, including liabilities for taxes,
        material commitments and Indebtedness. 

       

      (c)
        Since
        September 30, 2006, there has been no event or circumstance, either
        individually or in the aggregate, that has had or could reasonably be expected
        to have a Material Adverse Effect.

       

      5.6.
        Litigation.
        

       

      Except
        as
        specifically disclosed in Schedule 5.6, there are no actions, suits,
        proceedings, claims or disputes pending or, to the knowledge of DeVry after
        due
        and diligent investigation, threatened or contemplated, at law, in equity,
        in
        arbitration or before any Governmental Authority, by or against DeVry or
        any of
        its Subsidiaries or against any of their properties or revenues that (a)
        purport
        to affect or pertain to this Agreement or any other Loan Document or the
        Dominica Purchase Agreement, or any of the transactions contemplated hereby,
        or
        (b) either individually or in the aggregate, if determined adversely, could
        reasonably be expected to have a Material Adverse Effect. 

       

      5.7.
        No
        Default.
        

       

      Neither
        DeVry nor any Subsidiary is in default under or with respect to any Contractual
        Obligation that could, either individually or in the aggregate, reasonably
        be
        expected to have a Material Adverse Effect. No Default has occurred and is
        continuing or would result from the consummation of the transactions
        contemplated by this Agreement or any other Loan Document.

       

      5.8.
        Ownership
        of Property; Liens.
        

       


      
        
          
          

        

        
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      Each
        of
        DeVry and each Subsidiary has good and marketable title in fee simple to,
        or
        valid leasehold interests in, all real property necessary or used in the
        ordinary conduct of its business, except for such defects in title as could
        not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect. The property of DeVry and its Subsidiaries is subject to
        no
        Liens, other than Liens permitted by Section 7.1.

       

      5.9.
        Environmental
        Compliance.
        

       

      DeVry
        and
        its Subsidiaries conduct in the ordinary course of business a review of the
        effect of existing Environmental Laws and claims alleging potential liability
        or
        responsibility for violation of any Environmental Law on their respective
        businesses, operations and properties, and as a result thereof DeVry has
        reasonably concluded that, except as specifically disclosed in Schedule 5.9,
        such Environmental Laws and claims could not, individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.

       

      5.10.
        Insurance.
        

       

      The
        properties of DeVry and its Subsidiaries are insured with financially sound
        and
        reputable insurance companies not Affiliates of DeVry, in such amounts, with
        such deductibles and covering such risks as are customarily carried by companies
        engaged in similar businesses and owning similar properties in localities
        where
        DeVry or the applicable Subsidiary operates.

       

      5.11.
        Taxes.
        

       

      Except
        as
        disclosed in writing to the Lenders by letter dated January 4, 2007, DeVry
        and
        its Subsidiaries have filed all Federal, state and other material tax returns
        and reports required to be filed, and have paid all Federal, state and other
        material taxes, assessments, fees and other governmental charges levied or
        imposed upon them or their properties, income or assets otherwise due and
        payable, except those which are being contested in good faith by appropriate
        proceedings diligently conducted and for which adequate reserves have been
        provided in accordance with GAAP. There is no proposed tax assessment against
        DeVry or any Subsidiary that would, if made, have a Material Adverse Effect.
        

       

      5.12.
        ERISA
        Compliance.

       

      (a)
        Each
        Plan is in compliance in all material respects with the applicable provisions
        of
        ERISA, the Code and other Federal or state Laws. Each Plan that is intended
        to
        qualify under Section 401(a) of the Code has received a favorable determination
        letter from the IRS or an application for such a letter is currently being
        processed by the IRS with respect thereto and, to the best knowledge of DeVry,
        nothing has occurred which would prevent, or cause the loss of, such
        qualification. 

       

      (b)
        There
        are no pending or, to the best knowledge of DeVry, threatened claims, actions
        or
        lawsuits, or action by any Governmental Authority, with respect to any Plan
        that
        could be reasonably be expected to have a Material Adverse Effect. There
        has
        been no prohibited transaction or violation of the fiduciary responsibility
        rules with respect to any Plan that has resulted or could reasonably be expected
        to result in a Material Adverse Effect.

       


      
        
          
          

        

        
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      (c)
        None
        of the Borrowers, any Subsidiary, or any ERISA Affiliate is a party to,
        participates in or has any liability with respect to any Pension Plan or
        any
        other plan subject to Section 412 of the Code.

       

      (d)
        None
        of the Borrowers, any Subsidiary, or any ERISA Affiliate has incurred withdrawal
        liabilities (or is subject to contingent withdrawal liabilities) (and no
        event
        has occurred which, with the giving of notice under Section 4219 of ERISA,
        would
        result in such liability) under Section 4201, 4204 or 4243 of ERISA with
        respect
        to a Multiemployer Plan.

       

      5.13.
        Subsidiaries.
        

       

      As
        of the
        Third Amendment Closing Date, DeVry has no Subsidiaries other than those
        specifically disclosed in Part (a) of Schedule 5.13 and has no equity
        investments in any other corporation or entity other than those specifically
        disclosed in Part(b) of Schedule 5.13. Schedule 5.13 correctly sets forth,
        as of the Third Amendment Closing Date, (i) the percentage ownership
        (direct or indirect) of DeVry in each class of capital stock or other equity
        of
        each of its Subsidiaries and also identifies the direct owner thereof and
        (ii) the jurisdiction of organization of each such Subsidiary.
        Schedule 5.13 identifies (by an asterisk) each Subsidiary (if any) which is
        a Dormant Subsidiary. Set forth in Schedule 5.13 is a true and correct
        organization chart showing DeVry and its Subsidiaries as of the Third Amendment
        Closing Date.

       

      5.14.
        Margin
        Regulations; Investment Company Act.
        

       

      (a)
        Neither Borrower is engaged or will engage, principally or as one of its
        important activities, in the business of purchasing or carrying margin stock
        (within the meaning of Regulation U issued by the FRB), or extending credit
        for
        the purpose of purchasing or carrying margin stock.

       

      (b)
        None
        of DeVry, any Person Controlling DeVry, or any Subsidiary is or is required
        to
        be registered as an “investment company” under the Investment Company Act of
        1940.

       

      5.15.
        Dominica
        Purchase Agreement.
        

       

      DeVry
        has
        furnished to the Administrative Agent a true and correct copy of the Dominica
        Purchase Agreement.

       


      
        
          
          

        

        
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      5.16.
        Disclosure.
        

       

      Each
        Borrower has disclosed to the Administrative Agent and the Lenders all
        agreements, instruments and corporate or other restrictions to which it or
        any
        of its Subsidiaries is subject, and all other matters known to it, that,
        individually or in the aggregate, could reasonably be expected to result
        in a
        Material Adverse Effect. No report, financial statement, certificate or other
        information furnished (whether in writing or orally) by or on behalf of any
        Loan
        Party to the Administrative Agent or any Lender in connection with the
        transactions contemplated hereby and the negotiation of this Agreement or
        delivered hereunder (as modified or supplemented by other information so
        furnished) contains any material misstatement of fact or omits to state any
        material fact necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

       

      5.17.
        Compliance
        with Laws.
        

       

      DeVry
        and
        each Subsidiary is in compliance in all material respects with the requirements
        of all Laws and all orders, writs, injunctions and decrees applicable to
        it or
        to its properties, except in such instances in which (a) such requirement
        of Law
        or order, writ, injunction or decree is being contested in good faith by
        appropriate proceedings diligently conducted or (b) the failure to comply
        therewith, either individually or in the aggregate, could not reasonably
        be
        expected to have a Material Adverse Effect. Without
        limiting the generality of the foregoing, all of the operations of DeVry
        and
        each Subsidiary are in compliance with (i) all Laws the violation of which
        would
        terminate or materially impair the eligibility of DeVry or any Subsidiary
        for
        participation, if applicable, in student financial assistance programs under
        Title IV, (ii) the Federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., and
        all other consumer credit laws applicable to DeVry or any Subsidiary in
        connection with the advancing of student loans, except for such laws and
        regulations the violation of which, in the aggregate, will not have a Material
        Adverse Effect, (iii) all statutory and regulatory requirements for
        authorization to provide post-secondary education in the jurisdictions in
        which
        its educational facilities are located, except for such requirements the
        violation of which would not have a Material Adverse Effect, and (iv) if
        applicable, all requirements for continuing its accreditations from the Higher
        Learning Commission of the North Central Association of Schools and Colleges,
        except for such requirements the violation of which would not have a Material
        Adverse Effect.

       

      5.18.
        Intellectual
        Property; Licenses, Etc.  

       

      DeVry
        and
        its Subsidiaries own, or possess the right to use, all of the trademarks,
        service marks, trade names, copyrights, patents, patent rights, franchises,
        licenses and other intellectual property rights (collectively, “IP Rights”) that
        are reasonably necessary for the operation of their respective businesses,
        without conflict with the rights of any other Person. To the best knowledge
        of
        DeVry, no slogan or other advertising device, product, process, method,
        substance, part or other material now employed, or now contemplated to be
        employed, by DeVry or any Subsidiary infringes upon any rights held by any
        other
        Person except as disclosed in Schedule 5.18. No claim or litigation regarding
        any of the foregoing is pending or, to the best knowledge of DeVry, threatened,
        which, either individually or in the aggregate, could reasonably be expected
        to
have
        a
        Material Adverse Effect.

       


      
        
          
          

        

        
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      5.19.
        Guaranties.
        

       

      Each
        U.S.
        Subsidiary (other than a Dormant Subsidiary) has executed and delivered to
        the
        Administrative Agent a U.S. Subsidiary Guaranty; and each Offshore Subsidiary
        (other than GEI) has duly executed and delivered to the Administrative Agent
        an
        Offshore Subsidiary Guaranty.

       

      5.20.
        Pledge
        Documents.
        

       

      Each
        Subsidiary which owns any capital stock or other equity interest in any other
        Subsidiary has duly executed and delivered the Pledge Agreement. The Pledge
        Agreement is effective to create in favor of the Collateral Agent, for the
        ratable benefit of the Secured Parties, a legal, valid and enforceable security
        interest in the Collateral and, when the Collateral is delivered to the
        Collateral Agent (and the appropriate filings or other action specified in
        Schedule 5.20 are made), the Pledge Agreement shall constitute a fully perfected
        first priority Lien on, and security interest in, all right, title and interest
        of the pledgors thereunder in such Collateral, in each case prior and superior
        in right to any other person. 

       

      5.21.
        Solvency.
        

       

      Immediately
        following the making of each Loan and after giving effect to the application
        of
        the proceeds of the Loans, (a) the fair value of the assets of the Loan Parties,
        at a fair valuation, will exceed their debts and liabilities, subordinated,
        contingent or otherwise; (b) the present fair saleable value of the property
        of
        the Loan Parties will be greater than the amount that will be required to
        pay
        the probable liability of their debts and other liabilities, subordinated,
        contingent or otherwise, as such debts and other liabilities become absolute
        and
        matured; (c) each Loan Party will be able to pay its debts and liabilities,
        subordinated, contingent or otherwise, as such debts and liabilities become
        absolute and matured; and (d) each Loan Party will not have unreasonably
        small
        capital with which to conduct the business in which it is engaged as such
        business is now conducted and is proposed to be conducted following the Closing
        Date. Subject to Section 7.2 (last sentence), the provisions of this Section
        5.21 shall not apply to DeVry Canada, LLC, DeVry Leasing Corp. and DeVry
        Educational Products, Inc.

       

      5.22.
        Pari-Passu
        Obligations.
        

       

      The
        Barbados Courts (or other applicable jurisdictions in the case of any Offshore
        Subsidiary) will rank the obligations of GEI or any Offshore Subsidiary
        Guarantor under the GEI Notes or the Offshore Subsidiary Guaranty at least
        pari
        passu
        with all
        unsecured and unsubordinated indebtedness of GEI or such Offshore Subsidiary
        Guarantor in the event such Person becomes insolvent or bankrupt and a
        custodian, liquidator, trustee or receiver is appointed for the major part
        of
        the property of such entity.

       

      5.23.
        Senior
        Notes.
        Prior
        to the date hereof, DeVry has repaid in full all Senior Notes.

       

       


      
        
          
          

        

        
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      ARTICLE
        VI

       

      AFFIRMATIVE
        COVENANTS


      So
        long as any Lender shall have any Commitment hereunder, any Loan or other
        Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
        Credit
        shall remain outstanding, DeVry shall, and shall (except in the case of the
        covenants set forth in Sections 6.1, 6.2, 6.3 and 6.11) cause each Subsidiary
        to:

       

      6.1.
        Financial
        Statements.
        

       

      Deliver
        to the Administrative Agent, in form and detail satisfactory to the
        Administrative Agent and the Required Lenders:

       

      (a)
        as
        soon as available, but in any event within 90 days after the end of each
        fiscal
        year of DeVry, a consolidated balance sheet of DeVry and its Subsidiaries
        as at
        the end of such fiscal year, and the related consolidated statements of income
        or operations, shareholders’ equity and cash flows for such fiscal year, setting
        forth in each case in comparative form the figures for the previous fiscal
        year,
        all in reasonable detail and prepared in accordance with GAAP, audited and
        accompanied by a report and opinion of an independent certified public
        accountant of nationally recognized standing reasonably acceptable to the
        Required Lenders, which report and opinion shall be prepared in accordance
        with
        generally accepted auditing standards and shall not be subject to any “going
        concern” or like qualification or exception or any qualification or exception as
        to the scope of such audit; and

       

      (b)
        as
        soon as available, but in any event within 45 days after the end of each
        of the
        first three fiscal quarters of each fiscal year of DeVry, a consolidated
        balance
        sheet of DeVry and its Subsidiaries as at the end of such fiscal quarter,
        and
        the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal quarter and for the portion of DeVry’s
        fiscal year then ended, setting forth in each case in comparative form the
        figures for the corresponding fiscal quarter of the previous fiscal year
        and the
        corresponding portion of the previous fiscal year, all in reasonable detail
        and
        certified by a Responsible Officer of DeVry as fairly presenting the financial
        condition, results of operations, shareholders’ equity and cash flows of DeVry
        and its Subsidiaries in accordance with GAAP, subject only to normal year-end
        audit adjustments and the absence of footnotes.

       

      As
        to any
        information contained in materials furnished pursuant to Section 6.2(d),
        DeVry
        shall not be separately required to furnish such information under clause
        (a) or
        (b) above, but the foregoing shall not be in derogation of the obligation
        of
        DeVry to furnish the information and materials described in subsections (a)
        and
        (b) above at the times specified therein.

       

      6.2.
        Certificates;
        Other Information.
        

       

      Deliver
        to the Administrative Agent, in form and detail satisfactory to the
        Administrative Agent and the Required Lenders:

       

      (a)
        concurrently with the delivery of the financial statements referred to in
        Section 6.1(a), a certificate of its independent certified public
        accountants certifying such financial statements and stating that in making
        the
        examination necessary therefore no knowledge was obtained of any Default
        under
        the financial covenants set forth herein or, if any such Default shall exist,
        stating the nature and status of such event;

       


      
        
          
          

        

        
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      (b)
        concurrently with the delivery of the financial statements referred to in
        Sections 6.1(a) and (b), a duly completed Compliance Certificate signed by
        a Responsible Officer of DeVry;

       

      (c)
        promptly after any request by the Administrative Agent or any Lender, copies
        of
        any detailed audit reports, management letters or recommendations submitted
        to
        the board of directors (or the audit committee of the board of directors)
        of
        DeVry by independent accountants in connection with the accounts or books
        of
        DeVry or any Subsidiary, or any audit of any of them;

       

      (d)
        promptly after the same are available, copies of each annual report, proxy
        or
        financial statement or other report or communication of a financial nature
        sent
        to the stockholders of DeVry, and copies of all annual, regular, periodic
        and
        special reports and registration statements which DeVry may file or be required
        to file with the SEC under Section 13 or 15(d) of the Securities Exchange
        Act of
        1934, and not otherwise required to be delivered to the Administrative Agent
        pursuant hereto; and

       

      (e)
        promptly, such additional information regarding the business, financial or
        corporate affairs of DeVry or any Subsidiary, or compliance with the terms
        of
        the Loan Documents, as the Administrative Agent or any Lender may from time
        to
        time reasonably request.

       

      Documents
        required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(d)
        (to
        the extent any such documents are included in materials otherwise filed with
        the
        SEC) may be delivered electronically and if so delivered, shall be deemed
        to
        have been delivered on the date (i) on which DeVry posts such documents,
        or
        provides a link thereto on DeVry’s website on the Internet at the website
        address listed on Schedule 11.2; or (ii) on which such documents are posted
        on
        DeVry’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to
        which each Lender and the Administrative Agent have access (whether a
        commercial, third-party website or whether sponsored by the Administrative
        Agent); provided that: (i) DeVry shall deliver paper copies of such documents
        to
        the Administrative Agent for any Lender that requests DeVry to deliver such
        paper copies until a written request to cease delivering paper copies is
        given
        by the Administrative Agent and (ii) DeVry shall notify (which may be by
        facsimile or electronic mail) the Administrative Agent of the posting of
        any
        such documents and provide to the Administrative Agent by electronic mail
        electronic versions (i.e., soft copies) of such documents. Notwithstanding
        anything contained herein, in every instance DeVry shall be required to provide
        paper copies of the Compliance Certificates required by Section 6.2(b) to
        the
        Administrative Agent. Promptly upon receipt of any certificate or other
        information pursuant to this Section 6.2, the Administrative Agent shall
        furnish
        a copy thereof to each Lender or post a copy thereof on IntraLinks/IntraAgency
        or another relevant website for access thereto by each Lender.

       

      Each
        Borrower hereby acknowledges that (a) the Administrative Agent and/or the
        Arranger will make available to the Lenders and the L/C Issuer materials
        and/or
        information provided by or on behalf of such Borrower hereunder (collectively,
        “Borrower
        Materials”)
        by
        posting the Borrower Materials on IntraLinks or another similar electronic
        system (the “Platform”)
        and
        (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
        not wish to receive material non-public information with respect to any Borrower
        or its

       


      
        
          
          

        

        
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      securities)
        (each, a “Public
        Lender”).
        Each
        Borrower hereby agrees that so
        long
        as such Borrower is the issuer of any outstanding debt or equity securities
        that
        are registered or issued pursuant to a private offering or is actively
        contemplating issuing any such securities (w)
        all
        Borrower Materials that are to be made available to Public Lenders shall
        be
        clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
        the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
        marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have
        authorized the Administrative Agent, the Arranger, the L/C Issuer and the
        Lenders to treat such Borrower Materials as not containing any material
        non-public information with respect to the Borrowers or their respective
        securities for purposes of United States Federal and state securities laws
        (provided,
        however,
        that to
        the extent such Borrower Materials constitute Information, they shall be
        treated
        as set forth in Section
        11.8);
        (y)
        all Borrower Materials marked “PUBLIC” are permitted to be made available
        through a portion of the Platform designated “Public Investor;” and (z) the
        Administrative Agent and the Arranger shall be entitled to treat any Borrower
        Materials that are not marked “PUBLIC” as being suitable only for posting on a
        portion of the Platform not designated “Public Investor.” Notwithstanding
        the foregoing, no Borrower shall be under any obligation to mark any Borrower
        Materials “PUBLIC.”

       

      6.3.
        Notices.
        

       

      Promptly
        notify the Administrative Agent:

       

      (a)
        of
        the occurrence of any Default;

       

      (b)
        of
        any matter that has resulted or could reasonably be expected to result in
        a
        Material Adverse Effect, including (i) breach or non-performance of, or any
        default under, a Contractual Obligation of DeVry or any Subsidiary; (ii)
        any
        dispute, litigation, investigation, proceeding or suspension between DeVry
        or
        any Subsidiary and any Governmental Authority; or (iii) the commencement
        of, or
        any material development in, any litigation or proceeding affecting DeVry
        or any
        Subsidiary, including pursuant to any applicable Environmental
        Laws;

       

      (c)
        of
        the occurrence of any ERISA Event; and

       

      (d)
        of
        any material change in accounting policies or financial reporting practices
        by
        DeVry or any Subsidiary

       

      Each
        notice pursuant to this Section 6.3 shall be accompanied by a statement of
        a
        Responsible Officer of DeVry setting forth details of the occurrence referred
        to
        therein and stating what action DeVry has taken and proposes to take with
        respect thereto. Each notice pursuant to Section 6.3(a) shall describe with
        particularity any and all provisions of this Agreement and any other Loan
        Document that have been breached. Promptly upon receipt of any notice pursuant
        to this Section 6.3, the Administrative Agent shall furnish a copy thereof
        to
        each Lender or post a copy thereof on IntraLinks/IntraAgency or another relevant
        website for access thereto by each Lender.

       

       


      
        
          
          

        

        
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      6.4.
        Payment
        of Obligations. 


      Pay
        and
        discharge as the same shall become due and payable all material taxes,
        assessments and other material liabilities except as contested in good faith
        and
        by appropriate proceedings with respect to which reserves have been established
        and are being maintained in accordance with GAAP, except where the failure
        to
        pay would not have a Material Adverse Effect.

       

      6.5.
        Preservation
        of Existence, Etc. 

       

      (a)
        Preserve, renew and maintain in full force and effect its legal existence
        and
        good standing under the Laws of the jurisdiction of its organization except
        in a
        transaction permitted by Section 7.4 or 7.5 (other than Dormant Subsidiaries);
        (b) take all reasonable action to maintain all rights, privileges, permits,
        licenses and franchises necessary or desirable in the normal conduct of its
        business, except to the extent that failure to do so could not reasonably
        be
        expected to have a Material Adverse Effect; and (c) preserve or renew all
        of its
        registered patents, trademarks, trade names and service marks, the
        non-preservation of which could reasonably be expected to have a Material
        Adverse Effect.

       

      6.6.
        Maintenance
        of Properties.
        

       

      (a)
        Maintain, preserve and protect all of its material properties and equipment
        necessary in the operation of its business in good working order and condition,
        ordinary wear and tear excepted; and (b) make all necessary repairs thereto
        and
        renewals and replacements thereof except where the failure to do so could
        not
        reasonably be expected to have a Material Adverse Effect; and (c) use the
        standard of care typical in the industry in the operation and maintenance
        of its
        facilities.

       

      6.7.
        Maintenance
        of Insurance.
        

       

      Maintain
        with financially sound and reputable insurance companies not Affiliates of
        DeVry, insurance with respect to its properties and business against loss
        or
        damage of the kinds customarily insured against by Persons engaged in the
        same
        or similar business, of such types and in such amounts as are customarily
        carried under similar circumstances by such other Persons.

       

      6.8.
        Compliance
        with Laws.
        

       

      Comply
        in
        all material respects with the requirements of all Laws and all orders, writs,
        injunctions and decrees applicable to it or to its business or property,
        except
        in such instances in which (a) such requirement of Law or order, writ,
        injunction or decree is being contested in good faith by appropriate proceedings
        diligently conducted; or (b) the failure to comply therewith could not
        reasonably be expected to have a Material Adverse Effect. Without
        limiting the generality of the foregoing, DeVry will, and will cause each
        Subsidiary to, comply with (i) all applicable Laws, the violation of which
        would
        terminate or materially impair the eligibility of DeVry or any Subsidiary
        for
        participation, if applicable, in student financial assistance programs under
        Title IV, (ii) the federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., and
        all other consumer credit laws applicable to DeVry or any Subsidiary in
        connection with the advancing of student loans, except for such laws and
        regulations the violation of which, in the aggregate, will not result in
        the
        assessment of penalties and damages claims against DeVry or any
        Subsidiary

       


      
        
          
          

        

        
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      which
        could have a Material Adverse Effect, (iii) all statutory and regulatory
        requirements for authorization to provide post-secondary education in the
        jurisdictions in which its educational facilities are located, except for
        such
        requirements the violation of which will not have a Material Adverse Effect,
        and
        (iv) if applicable, all requirements for continuing its accreditations from
        the
        North Central Association of Schools and Colleges, except for such requirements
        the violation of which will not have a Material Adverse Effect.

       

      6.9.
        Books
        and Records.
        

       

      (a)
        Maintain proper books of record and account, in which materially complete
        and
        accurate entries in conformity with GAAP consistently applied shall be made
        of
        all financial transactions and matters involving the assets and business
        of
        DeVry or such Subsidiary, as the case may be; and (b) maintain such books
        of
        record and account in material conformity with all applicable requirements
        of
        any Governmental Authority having regulatory jurisdiction over DeVry or such
        Subsidiary, as the case may be.

       

      6.10.
        Inspection
        Rights.
        

       

      Permit
        representatives and independent contractors of the Administrative Agent and
        each
        Lender (at their expense, so long as no Event of Default exists) to visit
        and
        inspect any of its properties, to examine its corporate, financial and operating
        records, and make copies thereof or abstracts therefrom, and to discuss its
        affairs, finances and accounts with its directors, officers, and independent
        public accountants, at such reasonable times during normal business hours
        and as
        often as may be reasonably desired, upon reasonable advance notice to DeVry;
        provided,
        however,
        that
        when an Event of Default exists the Administrative Agent or any Lender (or
        any
        of their respective representatives or independent contractors) may do any
        of
        the foregoing at the expense of DeVry at any time during normal business
        hours
        and without advance notice.

       

      6.11.
        Use
        of
        Proceeds.
        

       

      Use
        the
        proceeds of the Credit Extensions to (i) finance working capital and capital
        expenditures, (ii) support the issuance of standby letters of credit, (iii)
        make
        Restricted Payments to the extent permitted in Section 7.6, and (iv) for
        other
        general corporate purposes not in contravention of any Law or of any Loan
        Document (it being understood that proceeds of the Credit Extensions on or
        about
        the Original Closing Date were used to finance the Dominica Acquisition and
        refinance then existing Indebtedness).

       

      6.12.
        Additional
        Guarantors. 

       

      (a)
        Cause
        each U.S. Subsidiary (including any U.S. Subsidiary which converts from a
        Dormant Subsidiary to a non-Dormant Subsidiary) to forthwith execute and
        deliver
        a U.S. Subsidiary Guaranty; and

       

      (b)
        Notify the Administrative Agent at the time that any Person becomes a Subsidiary
        after the date hereof (such notice to specify whether such Subsidiary is
        a U.S.
        Subsidiary or an Offshore Subsidiary), and promptly thereafter (and in any
        event
        within 30 days), (i) if such Person is a U.S. Subsidiary (other than a Dormant
        Subsidiary) cause such Person to become a U.S. Guarantor by executing and
        delivering to the Administrative Agent a counterpart of the U.S.

       


      
        
          
          

        

        
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      Guaranty,
        and (ii) if such Person is an Offshore Subsidiary, to the extent permitted
        by
        Law, cause such Person to become a Offshore Guarantor by executing and
        delivering to the Administrative Agent a counterpart of the Offshore Guaranty,
        

       

      Each
        Guaranty executed pursuant to this Section 6.12 is to be accompanied by such
        supporting documents of the types referred to in Section 4.1(a)(vi) and (vii)
        and favorable opinions of counsel to such Person (which shall cover, among
        other
        things, the legality, validity, binding effect and enforceability of U.S.
        Guaranty), all in form, content and scope reasonably satisfactory to the
        Administrative Agent.

       

      6.13.
        Pledgors.

       

      (a)
        Cause
        each Subsidiary (whether now or hereafter existing) which owns any stock
        (or
        equity interest) in any Subsidiary (other than a Dormant Subsidiary of a
        U.S.
        Subsidiary) to be a party to the Pledge Agreement, and (b) pursuant to the
        terms
        of the Pledge Agreement, grant or cause to be granted to the Collateral Agent,
        a
        first priority perfected security interest in such stock (or equity interest),
        subject to the following: (i) 100% of the stock of (or equity interest in)
        each
        U.S. Subsidiary shall secure all Senior Debt, (ii) 65% of the stock of (or
        equity interest in) any first tier Offshore Subsidiary (or first tier Special
        Non-U.S. Subsidiary formed pursuant to Section 7.14) shall secure the Senior
        Debt, (iii) 100% of the stock of (or equity interest in) each Offshore
        Subsidiary (and each Special Non-U.S. Subsidiary) shall secure the Senior
        Debt
        of GEI (but not the Senior Debt of DeVry), and (iv) the pledge of any stock
        of
        (or equity interest in) any Offshore Subsidiary shall only be required hereunder
        to the extent permitted by Law. In the case of any Subsidiary created after
        the
        date hereof, DeVry shall cause the pledge of the stock (or equity interest)
        to
        be effected within 30 days of the date of creation.

       

      (b)
        Notwithstanding any provision of this Section 6.13 or any other provision
        of
        this Agreement to the contrary, it is understood that the capital stock of
        or
        equity interest in RUSOV (the “RUSOV Stock”) shall not be required to be pledged
        pursuant to the Pledge Agreement, it being understood that at any time (whether
        or not a Default or Event of Default then exists), the Required Lenders may
        request that DeVry cause the RUSOV Stock to be pledged as security for the
        Senior Debt of GEI, whereupon within 30 days of such request DeVry shall
        (and
        hereby agrees that it will) cause all of the RUSOV Stock to be pledged as
        Offshore Stock (under and as defined in) the Pledge Agreement (such pledge
        to be
        accompanied by such documents and/or the taking of such action in connection
        therewith, as the Administrative Agent or the Collateral Agent shall require
        pursuant to Section 6.15(c)). 

       

      (c)
        In
        connection with the pledge of stock or equity interests pursuant to the Pledge
        Agreement, DeVry agrees that it will from time to time upon request of the
        Administrative Agent, at DeVry’s expense, deliver or cause to be delivered to
        the Collateral Agent such pledge supplements, share certificates, stock powers,
        opinions of counsel, and other documents, and take or cause to be taken such
        other action (including the action identified in Schedule 5.20, the filing
        of
        documents, and the payment of taxes and charges) as the Administrative Agent
        or
        Collateral Agent shall request.

       


      
        
          
          

        

        
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      6.14.
        Post Closing Items.

       

      At
        any
        time after the Third Amendment Closing Date, upon request of the Administrative
        Agent, furnish to the Administrative Agent (at DeVry’s expense) opinions of
        local counsel in the jurisdictions of Barbados, Dominica, St. Kitts and St.
        Lucia with respect to the Loan Parties which are Offshore Subsidiaries, such
        opinions to (i) address such matters as the Administrative Agent may request
        (including, without limitation, the matters set forth in Sections 5.1, 5.2,
        5.3,
        5.4, 5.19 and 5.20 and the payment of taxes and completion of Collateral
        filings) and (ii) be in form and substance satisfactory to the Administrative
        Agent.

       

      ARTICLE
        VII

       

      NEGATIVE
        COVENANTS

       

      So
        long
        as any Lender shall have any Commitment hereunder, any Loan or other Obligation
        hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
        remain outstanding, DeVry shall not, nor shall it permit any Subsidiary to,
        directly or indirectly:

       

      7.1.
        Liens.
        

       

      Create,
        incur, assume or suffer to exist any Lien upon any of its property, assets
        or
        revenues, whether now owned or hereafter acquired, other than the following:
        

       

      (a)
        Liens
        in favor of the Collateral Agent pursuant to the Pledge Agreement;

       

      (b)
        Liens
        existing on the date hereof and listed on Schedule 7.1 and any renewals or
        extensions thereof, provided that the property covered thereby is not increased
        and any renewal or extension of the obligations secured or benefited thereby
        is
        permitted by Section 7.3(b);

       

      (c)
        Liens
        for taxes not yet due or which are being contested in good faith and by
        appropriate proceedings diligently conducted, if adequate reserves with respect
        thereto are maintained on the books of the applicable Person in accordance
        with
        GAAP;

       

      (d)
        carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
        Liens arising in the ordinary course of business which are not overdue for
        a
        period of more than 30 days or which are being contested in good faith and
        by
        appropriate proceedings diligently conducted, if adequate reserves with respect
        thereto are maintained on the books of the applicable Person;

       

      (e)
        pledges or deposits in the ordinary course of business in connection with
        workers’ compensation, unemployment insurance and other social security
        legislation, other than any Lien imposed by ERISA;

       

      (f)
        deposits to secure the performance of bids, trade contracts and leases (other
        than Indebtedness), statutory obligations, surety bonds (other than bonds
        related to judgments or litigation), performance bonds and other obligations
        of
        a like nature incurred in the ordinary course of business;

       


      
        
          
          

        

        
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      (g)
        easements, rights-of-way, restrictions and other similar encumbrances affecting
        real property which, in the aggregate, are not substantial in amount, and
        which
        do not in any case materially detract from the value of the property subject
        thereto or materially interfere with the ordinary conduct of the business
        of the
        applicable Person;

       

      (h)
        Liens
        securing judgments for the payment of money not constituting an Event of
        Default
        under Section 8.1(h) or securing appeal or other surety bonds related to
        such
        judgments; 

       

      (i)
        Liens
        securing Indebtedness permitted under Section 7.3(e); provided that (i) such
        Liens do not at any time encumber any property other than the property financed
        by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed
        the cost or fair market value, whichever is lower, of the property being
        acquired on the date of acquisition; and

       

      (j)
        Liens
        on bank accounts of DeVry established pursuant to the Stafford Loan Program
        securing obligations of DeVry to pay fees and repurchase Stafford Loans in
        certain instances.

       

      7.2.
        Investments.
        

       

      Make
        any
        Investments, except:

       

      (a)
        Investments held by DeVry or such Subsidiary in the form of cash equivalents
        or
        short-term marketable debt securities;

       

      (b)
        advances to officers, directors and employees of DeVry and Subsidiaries in
        an
        aggregate amount not to exceed $2,000,000 at any time outstanding, for travel,
        entertainment, relocation and analogous ordinary business purposes;

       

      (c)
        Investments of DeVry in any U.S. Guarantor which is a wholly-owned Subsidiary
        and Investments of any U.S. Guarantor in DeVry or in another U.S. Guarantor
        which is a wholly-owned Subsidiary;

       

      (d)
        Investments by GEI or any Offshore Subsidiary in GEI or any Offshore Subsidiary
        or in DeVry or any wholly owned U.S. Guarantor;

       

      (e)
        Investments made on the Original Closing Date in connection with the
        Reorganization;

       

      (f)
        Investments by DeVry or any U.S. Guarantor in GEI or any Offshore Guarantor;
        provided,
        however,
        that
        such Investments to the extent made after the Reorganization shall not at
        any
        time exceed 10% of Consolidated Net Worth;

       

      (g)
        Investments in Stafford Loans, provided,
        however,
        that
        such Investments shall not exceed $25,000,000 at any one time; 

       

      (h)
        Investments consisting of extensions of credit in the nature of accounts
        receivable or notes receivable arising from the grant of trade credit in
        the
        ordinary course of business, and Investments received in satisfaction or
        partial
        satisfaction thereof from financially troubled account debtors to the extent
        reasonably necessary in order to prevent or limit loss;

       


      
        
          
          

        

        
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      (i)
        Guarantees permitted by Section 7.3;

       

      (j)
        the
        Dominica Acquisition;

       

      (k)
        Permitted Acquisitions; and

       

      (l)
        other
        Investments not exceeding $50,000,000 in the aggregate;

       

      Notwithstanding
        the foregoing, in no event shall DeVry or any Subsidiary make any Investment
        after the Original Closing Date in DeVry Leasing Corp. or DeVry Educational
        Products, Inc. unless and until the Administrative Agent shall have received
        from each such Subsidiary a solvency certificate in form and substance
        satisfactory to the Administrative Agent.

       

      7.3.
        Indebtedness.
        

       

      Create,
        incur, assume or suffer to exist any Indebtedness, except:

       

      (a)
        Indebtedness comprising the Senior Debt;

       

      (b)
        Indebtedness outstanding on the date hereof and listed on Schedule 7.3 and
        any
        refinancings, refundings, renewals or extensions thereof; provided that the
        amount of such Indebtedness is not increased at the time of such refinancing,
        refunding, renewal or extension except by an amount equal to a reasonable
        premium or other reasonable amount paid, and fees and expenses reasonably
        incurred, in connection with such refinancing and by an amount equal to any
        existing commitments unutilized thereunder;

       

      (c)
        Guarantees of DeVry or any Subsidiary in respect of Indebtedness otherwise
        permitted hereunder of DeVry or any wholly-owned Subsidiary;

       

      (d)
        Obligations (contingent or otherwise) of DeVry or any Subsidiary existing
        or
        arising under any Swap Contract, provided that (i) such obligations are (or
        were) entered into by such Person in the ordinary course of business for
        the
        purpose of directly mitigating risks associated with liabilities, commitments,
        investments, assets, or property held or reasonably anticipated by such Person,
        or changes in the value of securities issued by such Person, and not for
        purposes of speculation or taking a “market view;” and (ii) such Swap Contract
        does not contain any provision exonerating the non-defaulting party from
        its
        obligation to make payments on outstanding transactions to the defaulting
        party;

       

      (e)
        Indebtedness in respect of capital leases, Synthetic Lease Obligations and
        purchase money obligations for fixed or capital assets within the limitations
        set forth in Section 7.1(i); provided,
        however,
        that
        the aggregate amount of all such Indebtedness at any one time outstanding
        shall
        not exceed $50,000,000; and

       

      (f)
        Unsecured Indebtedness in an aggregate principal amount not to exceed
        $30,000,000 at any time outstanding.

       

      7.4.
        Fundamental
        Changes. 

       


      
        
          
          

        

        
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      Merge,
        dissolve, liquidate, consolidate with or into another Person, or, except
        as
        permitted under Section 7.5, Dispose of (whether in one transaction or in
        a
        series of transactions) all or substantially all of its assets (whether now
        owned or hereafter acquired) to or in favor of any Person, except that, so
        long
        as no Default exists or would result therefrom:

       

      (a)
        any
        U.S. Subsidiary may merge with (i) DeVry, provided that DeVry shall be the
        continuing or surviving Person, or (ii) any one or more other U.S. Subsidiaries,
        provided that when any U.S. Guarantor is merging with another Subsidiary,
        a U.S.
        Guarantor shall be the continuing or surviving Person;

       

      (b)
        any
        Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
        liquidation or otherwise) to DeVry or to another Subsidiary; provided that
        if
        the transferor in such a transaction is a Guarantor, then the transferee
        must
        either be DeVry or a U.S. Guarantor; 

       

      (c)
        any
        Offshore Subsidiary may Dispose of all or substantially all of its assets
        (upon
        voluntary liquidation or otherwise) to DeVry or to a U.S. Guarantor wholly-owned
        Subsidiary or to GEI or to an Offshore Guarantor;

       

      (d)
        any
        Offshore Subsidiary may (i) merge with GEI, provided that GEI shall be the
        continuing or surviving person and (ii) merge with any one or more Offshore
        Subsidiaries, provided that when any Offshore Guarantor is merging with another
        Offshore Subsidiary, an Offshore Guarantor shall be the continuing or surviving
        person; 

       

      (e)
        Dispositions on the Original Closing Date in connection with the Reorganization;
        and

       

      (f)
        Dormant Subsidiaries may be dissolved.

       

      7.5.
        Dispositions.
        

       

      Make
        any
        Disposition or enter into any agreement to make any Disposition,
        except:

       

      (a)
        Dispositions of obsolete or worn out or excess property, whether now owned
        or
        hereafter acquired, in the ordinary course of business;

       

      (b)
        Dispositions of inventory in the ordinary course of business;

       

      (c)
        Dispositions of equipment or real property to the extent that (i) such property
        is exchanged for credit against the purchase price of similar replacement
        property or (ii) the proceeds of such Disposition are reasonably promptly
        applied to the purchase price of such replacement property;

       

      (d)
        Dispositions of property by any Subsidiary to DeVry or to a wholly-owned
        Subsidiary; provided that if the transferor of such property is a U.S.
        Guarantor, the transferee thereof must either be DeVry or a U.S. Guarantor;
        

       

      (e)
        Dispositions permitted by Section 7.4(b), (c), (d) or (e);

       

      (f)
        Non-exclusive licenses of IP Rights (i) in the ordinary course of business
        and
        substantially consistent with past practice for terms not exceeding five
        years,


       


      
        
          
          

        

        
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      or
        (ii)
        by any Subsidiary to DeVry or any other Subsidiary; 

       

      (g)
        Dispositions of Stafford Loans in accordance with the Stafford Loan Program;
        and

       

      (h)
        Dispositions by DeVry and its Subsidiaries not otherwise permitted under
        this
        Section 7.5; provided
        that (i)
        at the time of such Disposition, no Default shall exist or would result from
        such Disposition, (ii) the aggregate net book value of all property Disposed
        of
        in reliance on this clause (h) from the Third Amendment Closing Date shall
        not
        exceed $100,000,000 in the aggregate, and (iii) immediately before and after
        giving effect to such Disposition, the financial tests set forth in Section
        7.15, determined on a pro forma basis, shall not exceed the limits specified
        in
        Section 7.15;

       

      provided,
        however,
        that
        any Disposition pursuant to clauses (a), (b), (c), (f)(i) and (h) shall be
        for
        fair market value.

       

      7.6.
        Restricted
        Payments.
        

       

      Declare
        or make, directly or indirectly, any Restricted Payment, or incur any obligation
        (contingent or otherwise) to do so, except that:

       

      (a)
        Each
        Subsidiary may make Restricted Payments to DeVry and to wholly-owned
        Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned
        Subsidiary, to DeVry and any Subsidiary and to each other owner of capital
        stock
        or other equity interests of such Subsidiary on a pro rata basis based on
        their
        relative ownership interests);

       

      (b)
        DeVry
        and each Subsidiary may declare and make dividend payments or other
        distributions payable solely in the common stock or other common equity
        interests of such Person; 

       

      (c)
        DeVry
        and each Subsidiary may purchase, redeem or otherwise acquire shares of its
        common stock or other common equity interests or warrants or options to acquire
        any such shares with the proceeds received from the substantially concurrent
        issue of new shares of its common stock or other common equity interests;
        and

       

      (d)
        DeVry
        may make Restricted Payments in any fiscal year, provided that immediately
        before and after giving effect thereto (i) the aggregate of all Restricted
        Payments made in such fiscal year shall not exceed Consolidated EBITDA for
        such
        fiscal year plus the amount, if any, by which Consolidated EBITDA for the
        immediately preceding fiscal year exceeded the aggregate of all Restricted
        Payments made in such prior fiscal year, (ii) DeVry shall be in compliance with
        the financial tests set forth in Section 7.15, and (iii) no Default or Event
        of
        Default shall have occurred or be continuing.

       


      
        
          
          

        

        
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      7.7.
        Change in Nature of Business. 

       

      Engage
        in
        any material line of business substantially different from those lines of
        business conducted by DeVry and its Subsidiaries on the date hereof or any
        business substantially related or incidental thereto.

       

      7.8.
        Transactions
        with Affiliates.
        

       

      Enter
        into any transaction of any kind with any Affiliate (other than a Subsidiary)
        of
        DeVry, whether or not in the ordinary course of business, other than on fair
        and
        reasonable terms substantially as favorable to DeVry or such Subsidiary as
        would
        be obtainable by DeVry or such Subsidiary at the time in a comparable arm’s
        length transaction with a Person other than an Affiliate.

       

      7.9.
        Burdensome
        Agreements.
        

       

      Enter
        into any Contractual Obligation that;

       

      (a)
        limits the ability of any Subsidiary to make Restricted Payments to DeVry
        or any
        U.S. Guarantor or to otherwise transfer property to DeVry or any Guarantor;
        

       

      (b)
        limits the ability of any Subsidiary to Guarantee the Indebtedness of DeVry
        or
        GEI; 

       

      (c)
        limits the ability of DeVry or any Subsidiary to create, incur, assume or
        suffer
        to exist Liens on property of such Person (it being understood that this
        clause
        (c) shall not prohibit any negative pledge incurred or provided in favor
        of any
        holder of Indebtedness permitted under Section 7.3(e) solely to the extent
        any
        such negative pledge relates to the property financed by or the subject of
        such
        Indebtedness); or 

       

      (d)
        requires the grant of a Lien to secure an obligation of such Person if a
        Lien is
        granted to secure another obligation of such Person.

       

      Notwithstanding
        the foregoing, the provisions of this Section 7.9 shall not apply to this
        Agreement or any Specified Swap Contract, and further provided that subsection
        7.9(c) shall not apply to the Stafford Loans.

       

      7.10.
        Use
        of
        Proceeds.
        

       

      Use
        the
        proceeds of any Credit Extension, whether directly or indirectly, and whether
        immediately, incidentally or ultimately, to purchase or carry margin stock
        (within the meaning of Regulation U of the FRB) or to extend credit to others
        for the purpose of purchasing or carrying margin stock or to refund indebtedness
        originally incurred for such purpose.

       

      7.11.
        Dominica
        Purchase Agreement.
        

       

      Amend
        or
        modify the Dominica Purchase Agreement in any manner adverse to the
        Lenders.

       


      
        
          
          

        

        
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      7.12.
        Sale and Leaseback. 

       

      Enter
        into any arrangement, directly or indirectly, with any Person (other than
        a
        Borrower or a Wholly-Owned Subsidiary) whereby it shall sell or transfer
        any
        property, real or personal, used or useful in its business, whether now owned
        or
        hereafter acquired, and thereafter rent or lease such property or other property
        which it intends to use for substantially the same purpose or purposes as
        the
        property being sold or transferred (a “Sale
        and Leaseback”);
        provided
        that
        DeVry or any Subsidiary may enter into any such transaction to the extent
        that
        the aggregate obligation of DeVry and its Subsidiaries shall not exceed
        $50,000,000.

       

      7.13.
        ERISA. 

       

      (a)
        Become, nor permit an ERISA Affiliate to become, a party to, participate
        in or
        have any liability with respect to a Pension Plan or any other plan subject
        to
        Section 412 of the Code; or 

       

      (b)
        Incur, nor permit an ERISA Affiliate to incur, any withdrawal liabilities
        (or
        become subject to contingent withdrawal liabilities) under Section 4201,
        4204 or
        4243 of ERISA with respect to a Multiemployer Plan.

       

      7.14.
        Subsidiaries. 

       

      Create
        or
        permit to exist any Subsidiary other than an Offshore Subsidiary or a U.S.
        Subsidiary; provided,
        however,
        that
        DeVry may create a Subsidiary organized outside the laws of the United States
        or
        any political subdivision thereof (a "Special Non-U.S. Subsidiary") so long
        as
        each of the following conditions is satisfied:

       

      (a)
        The
        stock of (or equity interest in) such Subsidiary shall be pledged to the
        Collateral Agent pursuant to Section 6.13.

       

      (b)
        Such
        Subsidiary shall execute and delivery an Offshore Subsidiary Guaranty (but
        modified to reflect that such Subsidiary is not a Subsidiary of
        GEI);

       

      (c)
        The
        foregoing pledge and guaranty shall be accompanied by such other assurances,
        certificates, documents, consents and/or opinions as the Administrative Agent
        shall reasonably request; and

       

      (d)
        Any
        Investment (direct or indirect) of DeVry in such Subsidiary shall comply
        with
        the limitations set forth in Section 7.2(f).

       

      7.15.
        Financial
        Covenants.
        

       

      (a)
        Consolidated
        Fixed Charge Coverage Ratio.
        Permit
        the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
        quarter
        of DeVry to be less than 1.50:1.0.

       

      (b)
        Consolidated
        Leverage Ratio.
        Permit
        the Consolidated Leverage Ratio for any period of four consecutive fiscal
        quarters to exceed 3.00:1.

       


      
        
          
          

        

        
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      (c)
        Composite
        DOE Financial Responsibility Ratio.
        Permit
        the “DOE Ratio” to be less than 1.50:1 as of the end of any fiscal year of
        DeVry; provided that, if a Permitted Acquisition that has total consideration
        that exceeds $50,000,000 causes the DOE Ratio as of the end of the fiscal
        year
        in which that Permitted Acquisition occurred to be less than 1.50:1, than
        DeVry
        will not permit the DOE Ratio as of the end of that fiscal year to be less
        than
        1.25:1.

       

      ARTICLE
        VIII

       

      EVENTS
        OF DEFAULT AND REMEDIES

       

      8.1.
        Events
        of Default.
        

       

      Any
        of
        the following shall constitute an Event of Default:

       

      (a)
        Non-Payment.
        DeVry
        or any other Loan Party fails to pay (i) when and as required to be paid
        herein,
        and in the currency required hereunder, any amount of principal of any Loan
        or
        any L/C Obligation, or (ii) within three Business Days after the same becomes
        due, any interest on any Loan or on any L/C Obligation, or any commitment
        or
        other fee due hereunder, or (iii) within five Business Days after the same
        becomes due, any other amount payable hereunder or under any other Loan
        Document; or

       

      (b)
        Specific
        Covenants.
        DeVry
        fails to perform or observe any term, covenant or agreement contained in
        any of
        Section 6.1, 6.2, 6.3, 6.5, 6.10, 6.11 or 6.12 or Article VII; or

       

      (c)
        Other
        Defaults.
        Any
        Loan Party fails to perform or observe any other covenant or agreement (not
        specified in subsection (a) or (b) above) contained in any Loan Document
        on its
        part to be performed or observed and such failure continues for 30 days;
        or

       

      (d)
        Representations
        and Warranties.
        Any
        representation, warranty, certification or statement of fact made or deemed
        made
        by or on behalf of DeVry or any other Loan Party herein, in any other Loan
        Document, or in any document delivered in connection herewith or therewith
        shall
        be incorrect or misleading in any material respect when made or deemed made;
        or

       

      (e)
        Cross-Default.
        (i)
        DeVry or any Loan Party (A) fails to make any payment when due (whether by
        scheduled maturity, required prepayment, acceleration, demand, or otherwise)
        in
        respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
        and
        Indebtedness under Swap Contracts) having an aggregate principal amount
        (including undrawn committed or available amounts and including amounts owing
        to
        all creditors under any combined or syndicated credit arrangement) of more
        than
        the Threshold Amount, or (B) fails to observe or perform any other agreement
        or
        condition relating to any such Indebtedness or Guarantee or contained in
        any
        instrument or agreement evidencing, securing or relating thereto, or any
        other
        event occurs, the effect of which default or other event is to cause, or to
        permit the holder or holders of such Indebtedness or the beneficiary or
        beneficiaries of such Guarantee (or a trustee or agent on behalf of such
        holder
        or holders or beneficiary or beneficiaries) to cause, with the giving of
        notice
        if required, such Indebtedness to be demanded or to become due or to be
        repurchased, prepaid, defeased or redeemed (automatically or otherwise),
        or an
        offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
        prior to its stated maturity,

       


      
        
          
          

        

        
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      or
        such
        Guarantee to become payable or cash collateral in respect thereof to be
        demanded; or (ii) there occurs under any Swap Contract an Early Termination
        Date
        (as defined in such Swap Contract) resulting from (A) any event of default
        under
        such Swap Contract as to which DeVry or any Loan Party is the Defaulting
        Party
        (as defined in such Swap Contract) or (B) any Termination Event (as so defined)
        under such Swap Contract as to which DeVry or any Subsidiary is an Affected
        Party (as so defined) and, in either event, the Swap Termination Value owed
        by
        DeVry or such Loan Party as a result thereof is greater than the Threshold
        Amount; or

       

      (f)
        Insolvency
        Proceedings, Etc.
        Any
        Loan Party institutes or consents to the institution of any proceeding under
        any
        Debtor Relief Law, or makes an assignment for the benefit of creditors; or
        applies for or consents to the appointment of any receiver, trustee, custodian,
        conservator, liquidator, rehabilitator or similar officer for it or for all
        or
        any material part of its property; or any receiver, trustee, custodian,
        conservator, liquidator, rehabilitator or similar officer is appointed without
        the application or consent of such Person and the appointment continues
        undischarged or unstayed for 60 calendar days; or any proceeding under any
        Debtor Relief Law relating to any such Person or to all or any material part
        of
        its property is instituted without the consent of such Person and continues
        undismissed or unstayed for 60 calendar days, or an order for relief is entered
        in any such proceeding; or

       

      (g)
        Inability
        to Pay Debts; Attachment.
        (i)
        DeVry or any Loan Party becomes unable or admits in writing its inability
        or
        fails generally to pay its debts as they become due, or (ii) any writ or
        warrant
        of attachment or execution or similar process is issued or levied against
        all or
        any material part of the property of any such Person and is not released,
        vacated or fully bonded within 30 days after its issue or levy; or

       

      (h)
        Judgments.
        There
        is entered against DeVry or any Loan Party (i) a final judgment or order
        for the
        payment of money in an aggregate amount exceeding the Threshold Amount (to
        the
        extent not covered by independent third-party insurance as to which the insurer
        does not dispute coverage), or (ii) any one or more non-monetary final judgments
        that have, or could reasonably be expected to have, individually or in the
        aggregate, a Material Adverse Effect and, in either case, (A) enforcement
        proceedings are commenced by any creditor upon such judgment or order, or
        (B)
        there is a period of 10 consecutive days during which a stay of enforcement
        of
        such judgment, by reason of a pending appeal or otherwise, is not in effect;
        or

       

      (i)
        Invalidity
        of Loan Documents.
        Any
        Loan Document, at any time after its execution and delivery and for any reason
        other than as expressly permitted hereunder or satisfaction in full of all
        the
        Obligations, ceases to be in full force and effect; or any Loan Party or
        any
        other Person contests in any manner the validity or enforceability of any
        Loan
        Document; or any Loan Party denies that it has any or further liability or
        obligation under any Loan Document, or purports to revoke, terminate or rescind
        any Loan Document; or

       

      (j)
        Collateral.
        Any
        security interest created by the Pledge Documents shall cease to be, or shall
        be
        asserted by DeVry or any other Loan Party not to be, a valid, perfected,
        first
        priority (except as otherwise expressly provided in this Agreement and the
        Pledge Documents) security interest in the securities, assets or properties
        covered thereby; or

       

      (k)
        Change
        of Control.
        There
        occurs any Change of Control with respect to DeVry.

       


      
        
          
          

        

        
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      8.2.
        Remedies Upon Event of Default. 

       

      If
        any
        Event of Default occurs and is continuing, the Administrative Agent shall,
        at
        the request of, or may, with the consent of, the Required Lenders, take any
        or
        all of the following actions:

       

      (a)
        declare the commitment of each Lender to make Loans and any obligation of
        the
        L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
        commitments and obligation shall be terminated;

       

      (b)
        declare the unpaid principal amount of all outstanding Loans, all interest
        accrued and unpaid thereon, and all other amounts owing or payable hereunder
        or
        under any other Loan Document to be immediately due and payable, without
        presentment, demand, protest or other notice of any kind, all of which are
        hereby expressly waived by each Borrower;

       

      (c)
        require that DeVry Cash Collateralize the L/C Obligations (in an amount equal
        to
        the then Outstanding Amount thereof by furnishing cash collateral to the
        Collateral Agent for pledge under the Pledge Agreement); and

       

      (d)
        exercise on behalf of itself and the Lenders all rights and remedies available
        to it and the Lenders under the Loan Documents or applicable law;

       

      provided,
        however,
        that
        upon the occurrence of any Event of Default described in Section 8.1(f) or
        8.1(g), the obligation of each Lender to make Loans and any obligation of
        the
        L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
        unpaid principal amount of all outstanding Loans and all interest and other
        amounts as aforesaid shall automatically become due and payable, and the
        obligation of DeVry to Cash Collateralize the L/C Obligations as aforesaid
        shall
        automatically become effective, in each case without further act of the
        Administrative Agent or any Lender.

       

      8.3.
        Application
        of Funds.
        

       

      After
        the
        exercise of remedies provided for in Section 8.2 (or after the Loans have
        automatically become immediately due and payable and the L/C Obligations
        have
        automatically been required to be Cash Collateralized as set forth in the
        proviso to Section 8.2), any amounts received on account of the Obligations
        (including any distribution by the Collateral Agent to the Administrative
        Agent
        pursuant to the Pledge Agreement) shall be applied by the Administrative
        Agent
        in the following order (but subject to the provisions of the Pledge Agreement,
        including Section 10 thereof, which shall control in the event of a conflict
        with the terms of this Agreement).

       

      First,
        to
        payment of that portion of the Obligations constituting fees, indemnities,
        expenses and other amounts (including Attorney Costs and amounts payable
        under
        Article III) payable to the Administrative Agent in its capacity as
        such;

       

      Second,
        to payment of that portion of the Obligations constituting fees, indemnities
        and
        other amounts (other than principal and interest) payable to the Lenders
        (including Attorney Costs and amounts payable under Article III), ratably
        among
        them in proportion to the amounts described in this clause Second payable
        to
        them;

       


      
        
          
          

        

        
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      Third,
        to
        payment of that portion of the Obligations constituting accrued and unpaid
        interest on the Loans and L/C Borrowings, ratably among the Lenders in
        proportion to the respective amounts described in this clause Third payable
        to
        them;

       

      Fourth,
        to payment of that portion of the Obligations constituting (i) unpaid principal
        of the Loans and L/C Borrowings or (ii) Swap Termination Values under any
        Specified Swap Contract (to the extent such Specified Swap Contract shall
        have
        been terminated and as to which the Agent shall have received notice of such
        termination and the Swap Termination Value thereof), all ratably among the
        Lenders (and in the case of Related Swap Contracts, any Affiliate of a Lender)
        in proportion to the respective amounts described in this clause Fourth held
        by
        them;

       

      Fifth,
        to
        the Administrative Agent for the account of the L/C Issuer, to be held by
        it to
        satisfy that portion of L/C Obligations comprised of the aggregate undrawn
        amount of Letters of Credit; and

       

      Last,
        the
        balance, if any, after all of the Obligations have been indefeasibly paid
        in
        full, to the applicable Borrower or as otherwise required by Law.

       

      Subject
        to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn
        amount of Letters of Credit pursuant to clause Fifth above shall be applied
        to
        satisfy drawings under such Letters of Credit as they occur. If any amount
        remains on deposit as Cash Collateral after all Letters of Credit have either
        been fully drawn or expired, such remaining amount shall be applied to the
        other
        Obligations, if any, in the order set forth above.  

       

      ARTICLE
        IX

       

      ADMINISTRATIVE
        AGENT

       

      9.1.
        Appointment
        and Authorization of Administrative Agent.
        

       

      (a)
        Each
        Lender hereby irrevocably appoints, designates and authorizes the Administrative
        Agent to take such action on its behalf under the provisions of this Agreement
        and each other Loan Document and to exercise such powers and perform such
        duties
        as are expressly delegated to it by the terms of this Agreement or any other
        Loan Document, together with such powers as are reasonably incidental thereto.
        Notwithstanding any provision to the contrary contained elsewhere herein
        or in
        any other Loan Document, the Administrative Agent shall not have any duties
        or
        responsibilities, except those expressly set forth herein, nor shall the
        Administrative Agent have or be deemed to have any fiduciary relationship
        with
        any Lender or participant, and no implied covenants, functions,
        responsibilities, duties, obligations or liabilities shall be read into this
        Agreement or any other Loan Document or otherwise exist against the
        Administrative Agent. Without limiting the generality of the foregoing sentence,
        the use of the term “agent” herein and in the other Loan Documents with
        reference to the Administrative Agent is not intended to connote any fiduciary
        or other implied (or express) obligations arising under agency doctrine of
        any
        applicable Law. Instead, such term is used merely as a matter of market custom,
        and is intended to create or reflect only an administrative relationship
        between
        independent contracting parties.

       


      
        
          
          

        

        
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      (b)
        The
        L/C Issuer shall act on behalf of the Lenders with respect to any Letters
        of
        Credit issued by it and the documents associated therewith, and the L/C Issuer
        shall have all of the benefits and immunities (i) provided to the
        Administrative Agent in this Article IX with respect to any acts taken or
        omissions suffered by the L/C Issuer in connection with Letters of Credit
        issued
        by it or proposed to be issued by it and the applications and agreements
        for
        letters of credit pertaining to such Letters of Credit as fully as if the
        term
“Administrative Agent” as used in this Article IX and in the definition of
“Agent-Related Person” included the L/C Issuer with respect to such acts or
        omissions, and (ii) as additionally provided herein with respect to the L/C
        Issuer.

       

      9.2.
        Delegation
        of Duties.
        

       

      The
        Administrative Agent may execute any of its duties under this Agreement or
        any
        other Loan Document by or through agents, employees or attorneys-in-fact
        and
        shall be entitled to advice of counsel and other consultants or experts
        concerning all matters pertaining to such duties. The Administrative Agent
        shall
        not be responsible for the negligence or misconduct of any agent or
        attorney-in-fact that it selects in the absence of gross negligence or willful
        misconduct.

       

      9.3.
        Liability
        of Administrative Agent.
        

       

      No
        Agent-Related Person shall (a) be liable for any action taken or omitted
        to be
        taken by any of them under or in connection with this Agreement or any other
        Loan Document or the transactions contemplated hereby (except for its own
        gross
        negligence or willful misconduct in connection with its duties expressly
        set
        forth herein), or (b) be responsible in any manner to any Lender or participant
        for any recital, statement, representation or warranty made by any Loan Party
        or
        any officer thereof, contained herein or in any other Loan Document, or in
        any
        certificate, report, statement or other document referred to or provided
        for in,
        or received by the Administrative Agent under or in connection with, this
        Agreement or any other Loan Document, or the validity, effectiveness,
        genuineness, enforceability or sufficiency of this Agreement or any other
        Loan
        Document, or for any failure of any Loan Party or any other party to any
        Loan
        Document to perform its obligations hereunder or thereunder. No Agent-Related
        Person shall be under any obligation to any Lender or participant to ascertain
        or to inquire as to the observance or performance of any of the agreements
        contained in, or conditions of, this Agreement or any other Loan Document,
        or to
        inspect the properties, books or records of any Loan Party or any Affiliate
        thereof.

       

      9.4.
        Reliance
        by Administrative Agent.
        

       

      (a)
        The
        Administrative Agent shall be entitled to rely, and shall be fully protected
        in
        relying, upon any writing, communication, signature, resolution, representation,
        notice, consent, certificate, affidavit, letter, telegram, facsimile, telex
        or
        telephone message, electronic mail message, statement or other document or
        conversation believed by it to be genuine and correct and to have been signed,
        sent or made by the proper Person or Persons, and upon advice and

       


      
        
          
          

        

        
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      statements
        of legal counsel (including counsel to any Loan Party), independent accountants
        and other experts selected by the Administrative Agent. The Administrative
        Agent
        shall be fully justified in failing or refusing to take any action under
        any
        Loan Document unless it shall first receive such advice or concurrence of
        the
        Required Lenders as it deems appropriate and, if it so requests, it shall
        first
        be indemnified to its satisfaction by the Lenders against any and all liability
        and expense which may be incurred by it by reason of taking or continuing
        to
        take any such action. The Administrative Agent shall in all cases be fully
        protected in acting, or in refraining from acting, under this Agreement or
        any
        other Loan Document in accordance with a request or consent of the Required
        Lenders (or such greater number of Lenders as may be expressly required hereby
        in any instance) and such request and any action taken or failure to act
        pursuant thereto shall be binding upon all the Lenders.

       

      (b)
        For
        purposes of determining compliance with the conditions specified in Section
        4.1
        and 11.1, each Lender that has signed this Agreement shall be deemed to have
        consented to, approved or accepted or to be satisfied with, each document
        or
        other matter required thereunder to be consented to or approved by or acceptable
        or satisfactory to a Lender unless the Administrative Agent shall have received
        notice from such Lender prior to the Original Closing Date or Third Amendment
        Closing Date (as applicable) specifying its objection thereto.

       

      9.5.
        Notice
        of Default.
        

       

      The
        Administrative Agent shall not be deemed to have knowledge or notice of the
        occurrence of any Default, except with respect to defaults in the payment
        of
        principal, interest and fees required to be paid to the Administrative Agent
        for
        the account of the Lenders, unless the Administrative Agent shall have received
        written notice from a Lender or a Borrower referring to this Agreement,
        describing such Default and stating that such notice is a “notice of default.”
The Administrative Agent will notify the Lenders of its receipt of any such
        notice. The Administrative Agent shall take such action with respect to such
        Default as may be directed by the Required Lenders in accordance with Article
        VIII; provided,
        however,
        that
        unless and until the Administrative Agent has received any such direction,
        the
        Administrative Agent may (but shall not be obligated to) take such action,
        or
        refrain from taking such action, with respect to such Default as it shall
        deem
        advisable or in the best interest of the Lenders.

       

      9.6.
        Credit
        Decision; Disclosure of Information by Administrative Agent.
        

       

      Each
        Lender acknowledges that no Agent-Related Person has made any representation
        or
        warranty to it, and that no act by the Administrative Agent hereafter taken,
        including any consent to and acceptance of any assignment or review of the
        affairs of any Loan Party or any Affiliate thereof, shall be deemed to
        constitute any representation or warranty by any Agent-Related Person to
        any
        Lender as to any matter, including whether Agent-Related Persons have disclosed
        material information in their possession. Each Lender represents to the
        Administrative Agent that it has, independently and without reliance upon
        any
        Agent-Related Person and based on such documents and information as it has
        deemed appropriate, made its own appraisal of and investigation into the
        business, prospects, operations, property, financial and other condition
        and
        creditworthiness of the Loan Parties and their respective Subsidiaries, and
        all
        applicable bank or other regulatory Laws relating to the transactions
        contemplated hereby, and made its own decision to enter into this Agreement
        and
        to extend credit to the Borrowers and the other Loan

       


      
        
          
          

        

        
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      Parties
        hereunder. Each Lender also represents that it will, independently and without
        reliance upon any Agent-Related Person and based on such documents and
        information as it shall deem appropriate at the time, continue to make its
        own
        credit analysis, appraisals and decisions in taking or not taking action
        under
        this Agreement and the other Loan Documents, and to make such investigations
        as
        it deems necessary to inform itself as to the business, prospects, operations,
        property, financial and other condition and creditworthiness of the Borrowers
        and the other Loan Parties. Except for notices, reports and other documents
        expressly required to be furnished to the Lenders by the Administrative Agent
        herein, the Administrative Agent shall not have any duty or responsibility
        to
        provide any Lender with any credit or other information concerning the business,
        prospects, operations, property, financial and other condition or
        creditworthiness of any of the Loan Parties or any of their respective
        Affiliates which may come into the possession of any Agent-Related
        Person.

       

      9.7.
        Indemnification
        of Administrative Agent.
        

       

      Whether
        or not the transactions contemplated hereby are consummated, the Lenders
        shall
        indemnify upon demand each Agent-Related Person (to the extent not reimbursed
        by
        or on behalf of any Loan Party and without limiting the obligation of any
        Loan
        Party to do so), pro rata, and hold harmless each Agent-Related Person from
        and
        against any and all Indemnified Liabilities incurred by it; provided,
        however,
        that no
        Lender shall be liable for the payment to any Agent-Related Person of any
        portion of such Indemnified Liabilities to the extent determined in a final,
        nonappealable judgment by a court of competent jurisdiction to have resulted
        from such Agent-Related Person’s own gross negligence or willful misconduct;
provided,
        however,
        that no
        action taken in accordance with the directions of the Required Lenders shall
        be
        deemed to constitute gross negligence or willful misconduct for purposes
        of this
        Section 9.7. Without limitation of the foregoing, each Lender shall reimburse
        the Administrative Agent upon demand for its ratable share of any costs or
        out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
        Agent in connection with the preparation, execution, delivery, administration,
        modification, amendment or enforcement (whether through negotiations, legal
        proceedings or otherwise) of, or legal advice in respect of rights or
        responsibilities under, this Agreement, any other Loan Document, or any document
        contemplated by or referred to herein, to the extent that the Administrative
        Agent is not reimbursed for such expenses by or on behalf of the Borrowers.
        The
        undertaking in this Section 9.7 shall survive termination of the Aggregate
        Commitments, the payment of all other Obligations and the resignation of
        the
        Administrative Agent.

       

      9.8.
        Administrative
        Agent in its Individual Capacity.
        

       

      Bank
        of
        America and its Affiliates may make loans to, issue letters of credit for
        the
        account of, accept deposits from, acquire equity interests in and generally
        engage in any kind of banking, trust, financial advisory, underwriting or
        other
        business with each of the Loan Parties and their respective Affiliates as
        though
        Bank of America were not the Administrative Agent or the L/C Issuer hereunder
        and without notice to or consent of the Lenders. The Lenders acknowledge
        that,
        pursuant to such activities, Bank of America or its Affiliates may receive
        information regarding any Loan Party or its Affiliates (including information
        that may be subject to confidentiality obligations in favor of such Loan
        Party
        or such Affiliate) and acknowledge that the Administrative Agent shall be
        under
        no obligation to provide such information to them. With

       


      
        
          
          

        

        
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      respect
        to its Loans, Bank of America shall have the same rights and powers under
        this
        Agreement as any other Lender and may exercise such rights and powers as
        though
        it were not the Administrative Agent or the L/C Issuer, and the terms “Lender”
and “Lenders” include Bank of America in its individual capacity.

       

      9.9.
        Successor
        Administrative Agent.
        

       

      The
        Administrative Agent may resign as Administrative Agent upon 45 days’ notice to
        the Lenders; provided that any such resignation by Bank of America shall
        also
        constitute its resignation as L/C Issuer and Swing Line Lender. If the
        Administrative Agent resigns under this Agreement, the Required Lenders shall
        appoint from among the Lenders a successor administrative agent for the Lenders,
        which successor administrative agent shall be consented to by DeVry at all
        times
        other than during the existence of an Event of Default (which consent of
        DeVry
        shall not be unreasonably withheld or delayed). If no successor administrative
        agent is appointed prior to the effective date of the resignation of the
        Administrative Agent, the Administrative Agent may appoint, after consulting
        with the Lenders and DeVry, a successor administrative agent from among the
        Lenders. Upon the acceptance of its appointment as successor administrative
        agent hereunder, the Person acting as such successor administrative agent
        shall
        succeed to all the rights, powers and duties of the retiring Administrative
        Agent, L/C Issuer and Swing Line Lender and the respective terms “Administrative
        Agent,” “L/C Issuer” and “Swing Line Lender” shall mean such successor
        administrative agent, Letter of Credit issuer and swing line lender, and
        the
        retiring Administrative Agent’s appointment, powers and duties as Administrative
        Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s
        rights, powers and duties as such shall be terminated, without any other
        or
        further act or deed on the part of such retiring L/C Issuer or Swing Line
        Lender
        or any other Lender, other than the obligation of the successor L/C Issuer
        to
        issue letters of credit in substitution for the Letters of Credit, if any,
        outstanding at the time of such succession or to make other arrangements
        satisfactory to the retiring L/C Issuer to effectively assume the obligations
        of
        the retiring L/C Issuer with respect to such Letters of Credit. After any
        retiring Administrative Agent’s resignation hereunder as Administrative Agent,
        the provisions of this Article IX and Sections 11.4 and 11.5 shall inure to
        its benefit as to any actions taken or omitted to be taken by it while it
        was
        Administrative Agent under this Agreement. If no successor administrative
        agent
        has accepted appointment as Administrative Agent by the date which is 30
        days
        following a retiring Administrative Agent’s notice of resignation, the retiring
        Administrative Agent’s resignation shall nevertheless thereupon become effective
        and the Lenders shall perform all of the duties of the Administrative Agent
        hereunder until such time, if any, as the Required Lenders appoint a successor
        agent as provided for above.

       

      9.10.
        Administrative
        Agent May File Proofs of Claim.
        

       

      In
        case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to any Loan Party, the Administrative Agent (irrespective
        of
        whether the principal of any Loan or L/C Obligation shall then be due and
        payable as herein expressed or by declaration or otherwise and irrespective
        of
        whether the Administrative Agent shall have made any demand on DeVry) shall
        be
        entitled and empowered, by intervention in such proceeding or
        otherwise

       


      
        
          
          

        

        
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      (a)
        to
        file and prove a claim for the whole amount of the principal and interest
        owing
        and unpaid in respect of the Loans, L/C Obligations and all other Obligations
        that are owing and unpaid and to file such other documents as may be necessary
        or advisable in order to have the claims of the Lenders and the Administrative
        Agent (including any claim for the reasonable compensation, expenses,
        disbursements and advances of the Lenders and the Administrative Agent and
        their
        respective agents and counsel and all other amounts due the Lenders and the
        Administrative Agent under Sections 2.3(i) and (j), 2.9 and 11.4) allowed
        in
        such judicial proceeding; and

       

      (b)
        to
        collect and receive any monies or other property payable or deliverable on
        any
        such claims and to distribute the same;

       

      and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender to make such payments to the Administrative Agent and, in the event
        that
        the Administrative Agent shall consent to the making of such payments directly
        to the Lenders, to pay to the Administrative Agent any amount due for the
        reasonable compensation, expenses, disbursements and advances of the
        Administrative Agent and its agents and counsel, and any other amounts due
        the
        Administrative Agent under Sections 2.9 and 11.4.

       

      Nothing
        contained herein shall be deemed to authorize the Administrative Agent to
        authorize or consent to or accept or adopt on behalf of any Lender any plan
        of
        reorganization, arrangement, adjustment or composition affecting the Obligations
        or the rights of any Lender or to authorize the Administrative Agent to vote
        in
        respect of the claim of any Lender in any such proceeding.

       

      9.11.
        Collateral
        and Guaranty Matters.
        

       

      The
        Lenders irrevocably authorize the Administrative Agent, at its option and
        in its
        discretion,

       

      (a)
        to
        release or authorize the release of any Lien (if any) on any property granted
        to
        or held by the Administrative Agent or the Collateral Agent under any Loan
        Document (i) upon termination of the Aggregate Commitments and payment in
        full
        of all Obligations (other than contingent indemnification obligations) and
        the
        expiration or termination of all Letters of Credit, (ii) that comprises an
        Asset
        Sale consented to by the Required Lenders or that is sold or to be sold as
        part
        of or in connection with any sale permitted hereunder or under any other
        Loan
        Document, or (iii) subject to Section 11.1, if approved, authorized or ratified
        in writing by the Required Lenders; and

       

      (b)
        to
        release any Guarantor from its obligations under a Guaranty if such Person
        ceases to be a Subsidiary as a result of a transaction permitted
        hereunder.

       

      Upon
        request by the Administrative Agent at any time, the Required Lenders will
        confirm in writing the Administrative Agent’s authority to release or
        subordinate its interest in particular types or items of property, or to
        release
        any Guarantor from its obligations under the Guaranty pursuant to this Section
        9.11.

       


      
        
          
          

        

        
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 9.12.
Other
        Agents; Arrangers
        and Managers.

       

      None
        of
        the Lenders or other Persons identified on the facing page or signature pages
        of
        this Agreement as a “syndication agent,” “documentation agent,” “co-agent,”
“book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”
shall have any right, power, obligation, liability, responsibility or duty
        under
        this Agreement other than, in the case of such Lenders, those applicable
        to all
        Lenders as such. Without limiting the foregoing, none of the Lenders or other
        Persons so identified shall have or be deemed to have any fiduciary relationship
        with any Lender. Each Lender acknowledges that it has not relied, and will
        not
        rely, on any of the Lenders or other Persons so identified in deciding to
        enter
        into this Agreement or in taking or not taking action hereunder.

       

      ARTICLE
        X

       

      CONTINUING
        GUARANTY

       

      10.1.
        Guaranty.
        

       

      DeVry
        hereby absolutely and unconditionally guarantees, as a guarantee of payment
        and
        not merely as a guarantee of collection, prompt payment when due, whether
        at
        stated maturity, upon acceleration or otherwise, and at all times thereafter,
        of
        any and all Obligations of GEI (including all renewals, extensions and
        modifications thereof and all costs, attorneys’ fees and expenses incurred by
        the Lenders in connection with the collection or enforcement thereof)
        (collectively, the “Guaranteed Obligations”). The books and records of the
        Administrative Agent and the Lenders showing the amount of the Guaranteed
        Obligations shall be admissible in evidence in any action or proceeding,
        and
        shall be binding upon DeVry and conclusive, absent manifest error, for the
        purpose of establishing the amount of the Guaranteed Obligations. This guaranty
        shall not be affected by the genuineness, validity, regularity or enforceability
        of the Guaranteed Obligations or any instrument or agreement evidencing any
        Guaranteed Obligations, or by the existence, validity, enforceability,
        perfection, or extent of any collateral therefore, or by any fact or
        circumstance relating to the Guaranteed Obligations which might otherwise
        constitute a defense to the obligations of DeVry hereunder.

       

      10.2.
        No
        Termination.
        

       

      The
        obligations of DeVry under this Article X constitute a continuing and
        irrevocable guaranty of all Guaranteed Obligations now or hereafter existing
        and
        shall remain in full force and effect until all Guaranteed Obligations and
        any
        other amounts payable under this Article X are indefeasibly paid and performed
        in full and the Commitments of the Lenders with respect to the Guaranteed
        Obligations are terminated.

       

      10.3.
        Waiver
        of Notices. 

       

      DeVry
        waives notice of the extension or continuation of the Guaranteed Obligations
        or
        any part thereof. DeVry further waives presentment, protest, notice, dishonor
        or
        default, demand for payment and any other notices to which DeVry might otherwise
        be entitled.

       


      
        
          
          

        

        
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      10.4.
        Subrogation.

       

      DeVry
        shall exercise no right of subrogation, contribution or similar rights with
        respect to any payments it makes in respect of this guaranty until all of
        the
        Guaranteed Obligations and any amounts payable under this Article X are
        indefeasibly paid and performed in full and the Commitments of the Lenders
        are
        terminated. If any amounts are paid to DeVry in violation of the foregoing
        limitation, then such amounts shall be held in trust for the benefit of the
        Lenders and shall forthwith be paid to the Lenders to reduce the amount of
        the
        Guaranteed Obligations, whether matured or unmatured.

       

      10.5.
        Waiver
        of Suretyship Defenses. 

       

      DeVry
        agrees that the Administrative Agent and Lenders may, at any time and from
        time
        to time, and without notice to DeVry, make any agreement with GEI or with
        any
        other person or entity liable on any of the Guaranteed Obligations or providing
        collateral as security for the Guaranteed Obligations, for the extension,
        renewal, payment, compromise, discharge or release of the Guaranteed Obligations
        or any collateral (in whole or in part), or for any modification or amendment
        of
        the terms thereof or of any instrument or agreement evidencing the Guaranteed
        Obligations or the provision of collateral, all without in any way impairing,
        releasing, discharging or otherwise affecting the obligations of DeVry under
        this Article X. DeVry waives any defense arising by reason of any disability
        or
        other defense of GEI or any other Loan Party, or the cessation from any cause
        whatsoever of the liability of GEI, or any claim that DeVry’s obligations exceed
        or are more burdensome than those of GEI and waives the benefit of any statute
        of limitations affecting the liability of the Administrative Agent or DeVry
        hereunder. DeVry waives any right to enforce any remedy which the Administrative
        Agent or Lenders now have or may hereafter have against GEI and waives any
        benefit of and any right to participate in any security now or hereafter
        held by
        the Lenders. Further, DeVry consents to the taking of, or failure to take,
        any
        action which might in any manner or to any extent vary the risks of DeVry
        under
        this Article X or which, but for this provision, might operate as a discharge
        of
        DeVry.

       

      10.6.
        Exhaustion
        of Other Remedies Not Required.
        

       

      The
        obligations of DeVry in respect of this guaranty are those of primary obligor,
        and not merely as surety, and are independent of the Guaranteed Obligations.
        DeVry waives diligence by the Lenders and action on delinquency in respect
        of
        the Guaranteed Obligations or any part thereof, including, without limitation
        any provisions of law requiring the Lenders to exhaust any right or remedy
        or to
        take any action against GEI, or any other person, entity or property before
        enforcing this guaranty against DeVry.

       

      10.7.
        Reinstatement.
        

       

      Notwithstanding
        anything in this Article X to the contrary, the obligations of DeVry under
        this
        Article X shall continue to be effective or be reinstated, as the case may
        be,
        if at any time any payment of any portion of the Guaranteed Obligations is
        revoked, terminated, rescinded or reduced or must otherwise be restored or
        returned upon the insolvency, bankruptcy or reorganization of GEI or any
        other
        person or entity or otherwise, as if such payment had not been made and whether
        or not the Lenders is in possession of or has released DeVry from the
        obligations of this Article X and regardless of any prior revocation,
        rescission, termination or reduction.

       


      
        
          
          

        

        
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      10.8.
        Subordination.
        

       

      DeVry
        hereby subordinates the payment of all obligations and indebtedness of GEI
        owing
        to DeVry, whether now existing or hereafter arising, including but not limited
        to any obligation of GEI to DeVry as subrogee of the Lenders or resulting
        from
        DeVry’s performance under this Article X, to the indefeasible payment in full of
        all Guaranteed Obligations. If the Lenders so request, any such obligation
        or
        indebtedness of GEI to DeVry shall be enforced and performance received by
        DeVry
        as trustee for the Lenders and the proceeds thereof shall be paid over to
        the
        Lenders on account of the Guaranteed Obligations, but without reducing or
        affecting in any manner the liability of DeVry under this Article
        X.

       

      10.9.
        Stay
        of Acceleration.
        

       

      In
        the
        event that acceleration of the time for payment of any of the Guaranteed
        Obligations is stayed, upon the insolvency, bankruptcy or reorganization
        of GEI
        or any other person or entity, or otherwise, all such amounts shall nonetheless
        be payable by DeVry immediately upon demand by the Administrative Agent or
        the
        Required Lenders.

       

      10.10.
        Condition
        of GEI.
        

       

      DeVry
        acknowledges and agrees that it has the sole responsibility for, and has
        adequate means of, obtaining from GEI such information concerning the financial
        condition, business and operations of GEI as DeVry requires, and that neither
        the Administrative Agent nor the Lenders have any duty, and DeVry is not
        relying
        on the Administrative Agent or Lenders at any time, to disclose to DeVry
        any
        information relating to the business, operations or financial condition of
        GEI.

       

      ARTICLE
        XI

       

      MISCELLANEOUS

       

      11.1.
        Amendments,
        Etc. 

       

      No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document, and no consent to any departure by DeVry or any other Loan Party
        therefrom, shall be effective unless in writing signed by the Required Lenders
        and DeVry or the applicable Loan Party, as the case may be, and acknowledged
        by
        the Administrative Agent, and each such waiver or consent shall be effective
        only in the specific instance and for the specific purpose for which given;
        provided,
        however,
        that no
        such amendment, waiver or consent shall:

       

      (a)
        except as provided in Section 4.1, waive any condition set forth in Section
        4.1(a), without the written consent of each Lender;

       

      (b)
        extend or increase the Commitment of any Lender (or reinstate any Commitment
        terminated pursuant to Section 8.2), without the written consent of such
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      (c)
        postpone any date fixed by this Agreement or any other Loan Document for
        any
        payment (excluding mandatory prepayments) of principal, interest, fees or
        other
        amounts due to the Lenders (or any of them) or any scheduled or mandatory
        reduction of the Aggregate Commitments hereunder or under any other Loan
        Document, without the written consent of each Lender directly affected
        thereby;

       

      (d)
        reduce the principal of, or the rate of interest specified herein on, any
        Loan
        or L/C Borrowing, or (subject to clause (iv) of the second proviso to this
        Section 11.1) any fees or other amounts payable hereunder or under any other
        Loan Document, without the written consent of each Lender directly affected
        thereby; provided,
        however,
        that
        only the consent of the Required Lenders shall be necessary (i) to amend
        the
        definition of “Default Rate” or to waive any obligation of the Borrowers to pay
        interest at the Default Rate or (ii) to amend any financial covenant hereunder
        (or any defined term used therein) even if the effect of such amendment would
        be
        to reduce the rate of interest on any Loan or L/C Borrowing or to reduce
        any fee
        payable hereunder; 

       

      (e)
        change Section 2.13 or Section 8.3 in a manner that would alter the pro rata
        sharing of payments required thereby, without the written consent of each
        Lender;

       

      (f)
        change any provision of this Section or the definition of “Required Lenders” or
        any other provision hereof specifying the number or percentage of Lenders
        required to amend, waive or otherwise modify any rights hereunder or make
        any
        determination or grant any consent hereunder, without the written consent
        of
        each Lender; 

       

      (g)
        except for releases pursuant to Section 9.11(b), release any Guarantor from
        any Guaranty to the extent that the assets or revenues of such Guarantor
        (together with the assets or revenues of all other Guarantors then or
        theretofore released hereunder) represent all or a substantial part of the
        consolidated assets or consolidated revenues of DeVry, without the written
        consent of each Lender; or

       

      (h)
        release or authorize the release of all or any substantial portion of the
        Collateral under the Pledge Agreement without the written consent of each
        Lender, it being understood that to the extent that Collateral comprises
        assets
        which are permitted to be sold pursuant to Section 7.5 such Collateral may
        be
        released without the consent of any of the Lenders;

       

      and,
        provided further, that (i) no amendment, waiver or consent shall, unless
        in
        writing and signed by the L/C Issuer in addition to the Lenders required
        above,
        affect the rights or duties of the L/C Issuer in its capacity as such under
        this
        Agreement or any Letter of Credit Application relating to any Letter of Credit
        issued or to be issued by it; (ii) no amendment, waiver or consent shall,
        unless
        in writing and signed by the Swing Line Lender in addition to the Lenders
        required above, affect the rights or duties of the Swing Line Lender in its
        capacity as such under this Agreement; (iii) no amendment, waiver or consent
        shall, unless in writing and signed by the Administrative Agent in addition
        to
        the Lenders required above, affect the rights or duties of the Administrative
        Agent in its capacity as such under this Agreement or any other Loan Document;
        and (iv) the Original Fee Letter or the Third Amendment Fee Letter (as
        applicable) may be amended, or rights or privileges thereunder waived, in
        a
        writing executed only by the parties thereto directly affected thereby.


       


      
        
          
          

        

        
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        11.2. Notices; Effectiveness; Electronic Communication. 

       

      (a)
        Notices
        Generally.
        Except
        in the case of notices and other communications expressly permitted to be
        given
        by telephone (and except as provided in subsection (b) below), all notices
        and
        other communications provided for herein shall be in writing and shall be
        delivered by hand or overnight courier service, mailed by certified or
        registered mail or sent by telecopier as follows, and all notices and other
        communications expressly permitted hereunder to be given by telephone shall
        be
        made to the applicable telephone number, as follows:

       

      (i)
        if to
        a Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender,
        to the address, telecopier number, electronic mail address or telephone number
        specified for such Person on Schedule 11.2; and

       

      (ii)
        if
        to any other Lender, to the address, telecopier number, electronic mail address
        or telephone number specified in its Administrative Questionnaire.

       

      Notices
        sent by hand or overnight courier service, or mailed by certified or registered
        mail, shall be deemed to have been given when received; notices sent by
        telecopier shall be deemed to have been given when sent (except that, if
        not
        given during normal business hours for the recipient, shall be deemed to
        have
        been given at the opening of business on the next business day for the
        recipient). Notices delivered through electronic communications to the extent
        provided in subsection (b) below, shall be effective as provided in such
        subsection (b).

       

      (b)
        Electronic
        Communications.
        Notices
        and other communications to the Lenders and the L/C Issuer hereunder may
        be
        delivered or furnished by electronic communication (including e mail and
        Internet or intranet websites) pursuant to procedures approved by the
        Administrative Agent, provided that the foregoing shall not apply to notices
        to
        any Lender or the L/C Issuer pursuant to Article II if such Lender or the
        L/C
        Issuer, as applicable, has notified the Administrative Agent that it is
        incapable of receiving notices under such Article by electronic communication.
        The Administrative Agent or DeVry may, in its discretion, agree to accept
        notices and other communications to it hereunder by electronic communications
        pursuant to procedures approved by it, provided that approval of such procedures
        may be limited to particular notices or communications.

       

      Unless
        the Administrative Agent otherwise prescribes, (i) notices and other
        communications sent to an e-mail address shall be deemed received upon the
        sender’s receipt of an acknowledgement from the intended recipient (such as by
        the “return receipt requested” function, as available, return e-mail or other
        written acknowledgement), provided that if such notice or other communication
        is
        not sent during the normal business hours of the recipient, such notice or
        communication shall be deemed to have been sent at the opening of business
        on
        the next business day for the recipient, and (ii) notices or communications
        posted to an Internet or intranet website shall be deemed received upon the
        deemed receipt by the intended recipient at its e-mail address as described
        in
        the foregoing clause (i) of notification that such notice or communication
        is
        available and identifying the website address therefore.

       

      (c)
        The
        Platform.
        THE
        PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT-RELATED PERSONS DO
        NOT WARRANT THE

       


      
        
          
          

        

        
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      ACCURACY
        OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM,
        AND
        EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
        MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
        ANY
        WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
        OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
        BY
        ANY AGENT-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE
        PLATFORM. In no event shall the Administrative Agent or any Agent Related
        Persons have any liability to either Borrower, any Lender, the L/C Issuer
        or any
        other Person for losses, claims, damages, liabilities or expenses of any
        kind
        (whether in tort, contract or otherwise) arising out of either Borrower’s or the
        Administrative Agent’s transmission of Borrower Materials through the Internet,
        except to the extent that such losses, claims, damages, liabilities or expenses
        are determined by a court of competent jurisdiction by a final and nonappealable
        judgment to have resulted from the gross negligence or willful misconduct
        of
        such Agent-Related Person; provided, however, that in no event shall any
        Agent-Related Person have any liability to either Borrower, any Lender, the
        L/C
        Issuer or any other Person for indirect, special, incidental, consequential
        or
        punitive damages (as opposed to direct or actual damages).

       

      (d)
        Change
        of Address, Etc.
        Each of
        the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line
        Lender may change its address, telecopier or telephone number for notices
        and
        other communications hereunder by notice to the other parties hereto. Each
        other
        Lender may change its address, telecopier or telephone number for notices
        and
        other communications hereunder by notice to DeVry, the Administrative Agent,
        the
        L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to
        notify
        the Administrative Agent from time to time to ensure that the Administrative
        Agent has on record (i) an effective address, contact name, telephone number,
        telecopier number and electronic mail address to which notices and other
        communications may be sent and (ii) accurate wire instructions for such
        Lender.

       

      (e)
        Reliance
        by Administrative Agent, L/C Issuer and Lenders.
        The
        Administrative Agent, the L/C Issuer and the Lenders shall be entitled to
        rely
        and act upon any notices (including telephonic Revolving Loan Notices and
        Swing
        Line Loan Notices) purportedly given by or on behalf of either Borrower even
        if
        (i) such notices were not made in a manner specified herein, were incomplete
        or
        were not preceded or followed by any other form of notice specified herein,
        or
        (ii) the terms thereof, as understood by the recipient, varied from any
        confirmation thereof. DeVry shall indemnify the Administrative Agent, the
        L/C
        Issuer, each Lender and the Related Parties of each of them from all losses,
        costs, expenses and liabilities resulting from the reliance by such Person
        on
        each notice purportedly given by or on behalf of either Borrower. All telephonic
        notices to and other telephonic communications with the Administrative Agent
        may
        be recorded by the Administrative Agent, and each of the parties hereto hereby
        consents to such recording.

       

      11.3.
        No
        Waiver; Cumulative Remedies.
        

       

      No
        failure by any Lender or the Administrative Agent to exercise, and no delay
        by
        any such Person in exercising, any right, remedy, power or privilege hereunder
        shall operate as a waiver thereof; nor shall any single or partial exercise
        of
        any right, remedy, power or privilege

       


      
        
          
          

        

        
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      hereunder
        preclude any other or further exercise thereof or the exercise of any other
        right, remedy, power or privilege. The rights, remedies, powers and privileges
        herein provided are cumulative and not exclusive of any rights, remedies,
        powers
        and privileges provided by law.

       

      11.4.
        Attorney
        Costs, Expenses and Taxes.

       

      DeVry
        agrees (a) to pay or reimburse the Administrative Agent for all costs and
        expenses incurred in connection with the development, preparation, negotiation
        and execution of this Agreement and the other Loan Documents and any amendment,
        waiver, consent or other modification of the provisions hereof and thereof
        (whether or not the transactions contemplated hereby or thereby are
        consummated), and the consummation and administration of the transactions
        contemplated hereby and thereby, including all Attorney Costs, and (b) to
        pay or
        reimburse the Administrative Agent and each Lender for all costs and expenses
        incurred in connection with the enforcement, attempted enforcement, or
        preservation of any rights or remedies under this Agreement or the other
        Loan
        Documents (including all such costs and expenses incurred during any “workout”
or restructuring in respect of the Obligations and during any legal proceeding,
        including any proceeding under any Debtor Relief Law), including all Attorney
        Costs. The foregoing costs and expenses shall include all search, filing,
        recording, title insurance and appraisal charges and fees and taxes related
        thereto, and other out-of-pocket expenses incurred by the Administrative
        Agent
        and, solely in connection with a “workout”, the cost of independent public
        accountants and other nonlegal outside experts retained by the Administrative
        Agent on behalf of the Lenders. All amounts due under this Section 11.4 shall
        be
        payable within ten Business Days after demand therefore. The agreements in
        this
        Section 11.4 shall survive the termination of the Aggregate Commitments and
        repayment of all other Obligations.

       

      11.5.
        Indemnification
        by the Borrowers.

       

      Whether
        or not the transactions contemplated hereby are consummated, each Borrower
        shall
        indemnify and hold harmless each Agent-Related Person, each Lender and their
        respective Affiliates, directors, officers, employees, counsel, agents and
        attorneys-in-fact (collectively the “Indemnitees”)
        from
        and against any and all liabilities, obligations, losses, damages, penalties,
        claims, demands, actions, judgments, suits, costs, expenses and disbursements
        (including Attorney Costs) of any kind or nature whatsoever which may at
        any
        time be imposed on, incurred by or asserted against any such Indemnitee in
        any
        way relating to or arising out of or in connection with (a) the execution,
        delivery, enforcement, performance or administration of any Loan Document
        or any
        other agreement, letter or instrument delivered in connection with the
        transactions contemplated thereby or the consummation of the transactions
        contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the
        use or
        proposed use of the proceeds therefrom (including any refusal by the L/C
        Issuer
        to honor a demand for payment under a Letter of Credit if the documents
        presented in connection with such demand do not strictly comply with the
        terms
        of such Letter of Credit), (c) any actual or alleged presence or release
        of
        Hazardous Materials on or from any property currently or formerly owned or
        operated by DeVry, any Subsidiary or any other Loan Party, or any Environmental
        Liability related in any way to DeVry, any Subsidiary or any other Loan Party,
        or (d) any actual or prospective claim, litigation, investigation or proceeding
        relating to any of the foregoing, whether based on contract, tort or any
        other
        theory (including any investigation of, preparation for, or defense of
        any

       


      
        
          
          

        

        
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      pending
        or threatened claim, investigation, litigation or proceeding) and regardless
        of
        whether any Indemnitee is a party thereto (all the foregoing, collectively,
        the
“Indemnified Liabilities”); provided that such indemnity shall not, as to any
        Indemnitee, be available to the extent that such liabilities, obligations,
        losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
        expenses or disbursements are determined by a court of competent jurisdiction
        by
        final and nonappealable judgment to have resulted from the gross negligence
        or
        willful misconduct of such Indemnitee. No Indemnitee shall be liable for
        any
        damages arising from the use by others of any information or other materials
        obtained through IntraLinks or other similar information transmission systems
        in
        connection with this Agreement, nor shall any Indemnitee have any liability
        for
        any indirect or consequential damages relating to this Agreement or any other
        Loan Document or arising out of its activities in connection herewith or
        therewith (whether before or after the Original Closing Date). All amounts
        due
        under this Section 11.5 shall be payable within ten Business Days after demand
        therefore. The agreements in this Section 11.5 shall survive the resignation
        of
        the Administrative Agent, the replacement of any Lender, the termination
        of the
        Aggregate Commitments and the repayment, satisfaction or discharge of all
        the
        other Obligations.

       


      
        
          
          

        

        
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      11.6.
        Payments Set Aside. 

       

      To
        the
        extent that any payment by or on behalf of either Borrower is made to the
        Administrative Agent or any Lender, or the Administrative Agent or any Lender
        exercises its right of set-off, and such payment or the proceeds of such
        set-off
        or any part thereof is subsequently invalidated, declared to be fraudulent
        or
        preferential, set aside or required (including pursuant to any settlement
        entered into by the Administrative Agent or such Lender in its discretion)
        to be
        repaid to a trustee, receiver or any other party, in connection with any
        proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
        of
        such recovery, the obligation or part thereof originally intended to be
        satisfied shall be revived and continued in full force and effect as if such
        payment had not been made or such set-off had not occurred, and (b) each
        Lender
        severally agrees to pay to the Administrative Agent upon demand its applicable
        share of any amount so recovered from or repaid by the Administrative Agent,
        plus interest thereon from the date of such demand to the date such payment
        is
        made at a rate per annum equal to the applicable Overnight Rate from time
        to
        time in effect, in the applicable currency of such recovery or
        payment..

       

      11.7.
        Successors
        and Assigns.

       

      (a)
        The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby,
        except that neither Borrower may assign or otherwise transfer any of its
        rights
        or obligations hereunder without the prior written consent of each Lender
        and no
        Lender may assign or otherwise transfer any of its rights or obligations
        hereunder except (i) to an Eligible Assignee in accordance with the provisions
        of subsection (b) of this Section 11.7, (ii) by way of participation in
        accordance with the provisions of subsection (d) of this Section 11.7, or
        (iii)
        by way of pledge or assignment of a security interest subject to the
        restrictions of subsection (f) of this Section 11.7 (and any other attempted
        assignment or transfer by any party hereto shall be null and void). Nothing
        in
        this Agreement, expressed or implied, shall be construed to confer upon any
        Person (other than the parties hereto, their respective successors and assigns
        permitted hereby, Participants to the extent provided in subsection (d) of
        this
        Section and, to the extent expressly contemplated hereby, the Indemnitees)
        any
        legal or equitable right, remedy or claim under or by reason of this
        Agreement.

       

      (b)
        Any
        Lender may at any time assign to one or more Eligible Assignees all or a
        portion
        of its rights and obligations under this Agreement (including all or a portion
        of its Commitment and the Loans (including for purposes of this subsection
        (b),
        participations in L/C Obligations and in Swing Line Loans) at the time owing
        to
        it); provided
        that:

       

      (i)
        except in the case of an assignment of the entire remaining amount of the
        assigning Lender's Commitment and the Loans at the time owing to it or in
        the
        case of an assignment to a Lender or an Affiliate of a Lender or an Approved
        Fund with respect to a Lender, the aggregate amount of the Commitment (which
        for
        this purpose includes Loans outstanding thereunder) subject to each such
        assignment, determined as of the date the Assignment and Assumption with
        respect
        to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date, shall
        not
        be less than $5,000,000 unless each of the Administrative

       


      
        
          
          

        

        
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      Agent
        and, so long as no Event of Default has occurred and is continuing, DeVry
        otherwise consents (each such consent not to be unreasonably withheld or
        delayed);

       

      (ii)
        each
        partial assignment shall be made as an assignment of a proportionate part
        of all
        the assigning Lender's rights and obligations under this Agreement with respect
        to the Obligations or the Commitments assigned (i.e., the same proportionate
        assignment by a Lender of the Obligations owing to it by DeVry and GEI,
        respectfully), except that this clause (ii) shall not apply to rights in
        respect
        of Swing Line Loans;

       

      (iii)
        any
        assignment of a Commitment must be approved by the Administrative Agent,
        the L/C
        Issuer and the Swing Line Lender unless the Person that is the proposed assignee
        is itself a Lender (whether or not the proposed assignee would otherwise
        qualify
        as an Eligible Assignee);

       

      (iv)
        the
        parties to each assignment shall execute and deliver to the Administrative
        Agent
        an Assignment and Assumption, together with a processing and recordation
        fee of
        $3,500 (it being understood that pursuant to such Assignment and Assumption
        Agreement the assignee shall be bound by the terms of the Pledge Agreement);
        and

       

      (v)
        No
        such assignment shall be made to any Person that, on the effective date of
        such
        assignment, through its Lending Offices, is not capable of lending the
        applicable Alternative Currencies to the relevant Borrowers without the
        imposition of any additional Taxes. 

       

      Subject
        to acceptance and recording thereof by the Administrative Agent pursuant
        to
        subsection (c) of this Section, from and after the effective date specified
        in
        each Assignment and Assumption, the Eligible Assignee thereunder shall be
        a
        party to this Agreement and, to the extent of the interest assigned by such
        Assignment and Assumption, have the rights and obligations of a Lender under
        this Agreement, and the assigning Lender thereunder shall, to the extent
        of the
        interest assigned by such Assignment and Assumption, be released from its
        obligations under this Agreement (and, in the case of an Assignment and
        Assumption covering all of the assigning Lender's rights and obligations
        under
        this Agreement, such Lender shall cease to be a party hereto but shall continue
        to be entitled to the benefits of Sections 3.1, 3.4, 3.5, 11.4 and 11.5 with
        respect to facts and circumstances occurring prior to the effective date
        of such
        assignment). Upon request, the applicable Borrower (at its expense) shall
        execute and deliver a Note to the assignee Lender. Any assignment or transfer
        by
        a Lender of rights or obligations under this Agreement that does not comply
        with
        this subsection shall be treated for purposes of this Agreement as a sale
        by
        such Lender of a participation in such rights and obligations in accordance
        with
        subsection (d) of this Section.

       

      (c)
        The
        Administrative Agent, acting solely for this purpose as an agent of the
        Borrowers, shall maintain at the Administrative Agent’s Office a copy of each
        Assignment and Assumption delivered to it and a register for the recordation
        of
        the names and addresses of the Lenders, and the Commitments of, and principal
        amounts of the Loans and L/C Obligations owing to, each Lender pursuant to
        the
        terms hereof from time to time (the “Register”). The entries in the Register
        shall be conclusive, and the Borrowers, the Administrative Agent and the
        Lenders
        may treat each Person whose name is recorded in the Register pursuant to
        the
        terms

       


      
        
          
          

        

        
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      hereof
        as
        a Lender hereunder for all purposes of this Agreement, notwithstanding notice
        to
        the contrary. The Register shall be available for inspection by the Borrowers
        and any Lender, at any reasonable time and from time to time upon reasonable
        prior notice.

       

      (d)
        Any
        Lender may at any time, without the consent of, or notice to, the Borrowers
        or
        the Administrative Agent, sell participations to any Person (other than a
        natural person or DeVry or any of DeVry’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender's rights and/or obligations
        under this Agreement (including all or a portion of its Commitment and/or
        the
        Loans (including such Lender’s participations in L/C Obligations and/or Swing
        Line Loans) owing to it); provided that (i) such Lender's obligations under
        this Agreement shall remain unchanged, (ii) such Lender shall remain solely
        responsible to the other parties hereto for the performance of such obligations
        and (iii) the Borrowers, the Administrative Agent and the other Lenders
        shall continue to deal solely and directly with such Lender in connection
        with
        such Lender's rights and obligations under this Agreement. Any agreement
        or
        instrument pursuant to which a Lender sells such a participation shall provide
        that such Lender shall retain the sole right to enforce this Agreement and
        to
        approve any amendment, modification or waiver of any provision of this
        Agreement; provided that such agreement or instrument may provide that such
        Lender will not, without the consent of the Participant, agree to any amendment,
        waiver or other modification described in the first proviso to Section 11.1
        that
        directly affects such Participant. Subject to subsection (e) of this Section,
        each Borrower agrees that each Participant shall be entitled to the benefits
        of
        Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender and had
        acquired its interest by assignment pursuant to subsection (b) of this Section.
        To the extent permitted by law, each Participant also shall be entitled to
        the
        benefits of Section 11.9 as though it were a Lender, provided such
        Participant agrees to be subject to Section 2.13 as though it were a
        Lender.

       

      (e)
        A
        Participant shall not be entitled to receive any greater payment under Section
        3.1 or 3.4 than the applicable Lender would have been entitled to receive
        with
        respect to the participation sold to such Participant, unless the sale of
        the
        participation to such Participant is made with such Borrower's prior written
        consent. A Participant that would be a Foreign Lender if it were a Lender
        shall
        not be entitled to the benefits of Section 3.1 unless such Borrower is
        notified of the participation sold to such Participant and such Participant
        agrees, for the benefit of such Borrower, to comply with Section 11.15 as
        though
        it were a Lender.

       

      (f)
        Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement (including under its Note, if
        any) to
        secure obligations of such Lender, including any pledge or assignment to
        secure
        obligations to a Federal Reserve Bank; provided that no such pledge or
        assignment shall release such Lender from any of its obligations hereunder
        or
        substitute any such pledgee or assignee for such Lender as a party
        hereto.

       

      (g)
        As
        used herein, the following terms have the following meanings:

       

      “Eligible
        Assignee”
means
        (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
        any
        other Person (other than a natural person) approved by (i) the Administrative
        Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event
        of
        Default has occurred and is continuing, DeVry (each such approval not to
        be
        unreasonably withheld or delayed); provided that notwithstanding the
        foregoing,

       


      
        
          
          

        

        
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      “Eligible
        Assignee” shall not include DeVry or any of DeVry’s Affiliates or Subsidiaries
        any Person which cannot make the representations in Section
        11.15(a).

       

      “Fund”
means
        any Person (other than a natural person) that is (or will be) engaged in
        making,
        purchasing, holding or otherwise investing in commercial loans and similar
        extensions of credit in the ordinary course of its business.

       

      “Approved
        Fund”
means
        any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
        of a
        Lender or (c) an entity or an Affiliate of an entity that administers or
        manages
        a Lender.

       

      (h)
        Notwithstanding anything to the contrary contained herein, any Lender that
        is a
        Fund may create a security interest in all or any portion of the Loans owing
        to
        it and the Note, if any, held by it to the trustee for holders of obligations
        owed, or securities issued, by such Fund as security for such obligations
        or
        securities, provided that unless and until such trustee actually becomes
        a
        Lender in compliance with the other provisions of this Section 11.7, (i)
        no such
        pledge shall release the pledging Lender from any of its obligations under
        the
        Loan Documents and (ii) such trustee shall not be entitled to exercise any
        of
        the rights of a Lender under the Loan Documents even though such trustee
        may
        have acquired ownership rights with respect to the pledged interest through
        foreclosure or otherwise.

       

      (i)
        Notwithstanding anything to the contrary contained herein, if at any time
        Bank
        of America assigns all of its Commitment and Loans pursuant to subsection
        11.7(b) above, Bank of America may, (i) upon 30 days’ notice to DeVry and the
        Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to DeVry, resign
        as Swing Line Lender. In the event of any such resignation as L/C Issuer
        or
        Swing Line Lender, DeVry shall be entitled to appoint from among the Lenders
        a
        successor L/C Issuer or Swing Line Lender hereunder; provided,
        however,
        that no
        failure by DeVry to appoint any such successor shall affect the resignation
        of
        Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If
        Bank
        of America resigns as L/C Issuer, it shall retain all the rights and obligations
        of the L/C Issuer hereunder with respect to all Letters of Credit outstanding
        as
        of the effective date of its resignation as L/C Issuer and all L/C Obligations
        with respect thereto (including the right to require the Lenders to make
        Base
        Rate Revolving Loans or fund risk participations in Unreimbursed Amounts
        pursuant to Section 2.3(c)). If Bank of America resigns as Swing Line Lender,
        it
        shall retain all the rights of the Swing Line Lender provided for hereunder
        with
        respect to Swing Line Loans made by it and outstanding as of the effective
        date
        of such resignation, including the right to require the Lenders to make Base
        Rate Revolving Loans or fund risk participations in outstanding Swing Line
        Loans
        pursuant to Section 2.4(c).

       

      (j)
        The
        words “execution,” “signed,” “signature,” and words of like import in any
        Assignment and Assumption shall be deemed to include electronic signatures
        or
        the keeping of records in electronic form, each of which shall be of the
        same
        legal effect, validity or enforceability as a manually executed signature
        or the
        use of a paper-based recordkeeping system, as the case may be, to the extent
        and
        as provided for in any applicable law, including the Federal Electronic
        Signatures in Global and National Commerce Act, the New York State Electronic
        Signatures and Records Act, or any other similar state laws based on the
        Uniform
        Electronic Transactions Act.

       


      
        
          
          

        

        
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      11.8.
        Confidentiality.

       

      Each
        of
        the Administrative Agent and the Lenders agrees to maintain the confidentiality
        of the Information (as defined below), except that Information may be disclosed
        (a) to its and its Affiliates' directors, officers, employees and agents,
        including accountants, legal counsel and other advisors (it being understood
        that the Persons to whom such disclosure is made will be informed of the
        confidential nature of such Information and instructed to keep such Information
        confidential); (b) to the extent requested by any regulatory authority;
        (c) to the extent required by applicable laws or regulations or by any
        subpoena or similar legal process; (d) to any other party to this Agreement;
        (e)
        in connection with the exercise of any remedies hereunder or any suit, action
        or
        proceeding relating to this Agreement or the enforcement of rights hereunder;
        (f) subject to an agreement containing provisions substantially the same
        as
        those of this Section, to (i) any Eligible Assignee of or Participant in,
        or any
        prospective Eligible Assignee of or Participant in, any of its rights or
        obligations under this Agreement or (ii) any direct or indirect contractual
        counterparty or prospective counterparty (or such contractual counterparty's
        or
        prospective counterparty's professional advisor) to any credit derivative
        transaction relating to obligations of the Loan Parties; (g) with the consent
        of
        DeVry; (h) to the extent such Information (i) becomes publicly
        available other than as a result of a breach of this Section or
        (ii) becomes available to the Administrative Agent or any Lender on a
        nonconfidential basis from a source other than DeVry; or (i) to the National
        Association of Insurance Commissioners or any other similar organization.
        In
        addition, the Administrative Agent and the Lenders may disclose the existence
        of
        this Agreement and information about this Agreement to market data collectors,
        similar service providers to the lending industry, and service providers
        to the
        Administrative Agent and the Lenders in connection with the administration
        and
        management of this Agreement, the other Loan Documents, the Commitments,
        and the
        Credit Extensions. For the purposes of this Section, “Information” means all
        information received from any Loan Party relating to any Loan Party or its
        business, other than any such information that is available to the
        Administrative Agent or any Lender on a nonconfidential basis prior to
        disclosure by any Loan Party; provided that, in the case of information received
        from a Loan Party after the date hereof, such information is clearly identified
        in writing at the time of delivery as confidential. Any Person required to
        maintain the confidentiality of Information as provided in this Section shall
        be
        considered to have complied with its obligation to do so if such Person has
        exercised the same degree of care to maintain the confidentiality of such
        Information as such Person would accord to its own confidential
        information.

       

      11.9.
        Set-off.
        

       

      In
        addition to any rights and remedies of the Lenders provided by law, upon
        the
        occurrence and during the continuance of any Event of Default, each Lender
        is
        authorized at any time and from time to time, without prior notice to DeVry
        or
        any other Loan Party, any such notice being waived by DeVry (on its own behalf
        and on behalf of each Loan Party) to the fullest extent permitted by law,
        to set
        off and apply any and all deposits (general or special, time or demand,
        provisional or final) at any time held by, and other indebtedness at any
        time
        owing by, such Lender to or for the credit or the account of the respective
        Loan
        Parties against any and all Obligations owing to such Lender hereunder or
        under
        any other Loan Document, now or hereafter existing, irrespective of whether
        or
        not the Administrative Agent or such Lender shall have made demand under
        this
        Agreement or any other Loan Document and although such Obligations may be
        contingent or unmatured or denominated in a currency different from that
        of the
        applicable deposit or indebtedness. 

       


      
        
          
          

        

        
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      Each
        Lender agrees promptly to notify DeVry and the Administrative Agent after
        any
        such set-off and application made by such Lender; provided,
        however,
        that
        the failure to give such notice shall not affect the validity of such set-off
        and application.

       

      11.10.
        Interest
        Rate Limitation.
        

       

      Notwithstanding
        anything to the contrary contained in any Loan Document, the interest paid
        or
        agreed to be paid under the Loan Documents shall not exceed the maximum rate
        of
        non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the
        Administrative Agent or any Lender shall receive interest in an amount that
        exceeds the Maximum Rate, the excess interest shall be applied to the principal
        of the Loans or, if it exceeds such unpaid principal, refunded to the applicable
        Borrower. In determining whether the interest contracted for, charged, or
        received by the Administrative Agent or a Lender exceeds the Maximum Rate,
        such
        Person may, to the extent permitted by applicable Law, (a) characterize any
        payment that is not principal as an expense, fee, or premium rather than
        interest, (b) exclude voluntary prepayments and the effects thereof, and
        (c)
        amortize, prorate, allocate, and spread in equal or unequal parts the total
        amount of interest throughout the contemplated term of the Obligations
        hereunder.

       

      11.11.
        Counterparts.
        

       

      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       

      11.12.
        Integration.
        

       

      This
        Agreement, together with the other Loan Documents, comprises the complete
        and
        integrated agreement of the parties on the subject matter hereof and thereof
        and
        supersedes all prior agreements, written or oral, on such subject matter.
        In the
        event of any conflict between the provisions of this Agreement and those
        of any
        other Loan Document, the provisions of this Agreement shall control; provided
        that the inclusion of supplemental rights or remedies in favor of the
        Administrative Agent or the Lenders in any other Loan Document shall not
        be
        deemed a conflict with this Agreement. Each Loan Document was drafted with
        the
        joint participation of the respective parties thereto and shall be construed
        neither against nor in favor of any party, but rather in accordance with
        the
        fair meaning thereof.

       

      11.13.
        Survival
        of Representations and Warranties.
        

       

      All
        representations and warranties made hereunder and in any other Loan Document
        or
        other document delivered pursuant hereto or thereto or in connection herewith
        or
        therewith shall survive the execution and delivery hereof and thereof. Such
        representations and warranties have been or will be relied upon by the
        Administrative Agent and each Lender, regardless of any investigation made
        by
        the Administrative Agent or any Lender or on their behalf and notwithstanding
        that the Administrative Agent or any Lender may have had notice or knowledge
        of
        any Default at the time of any Credit Extension, and shall continue in full
        force and effect as

       


      
        
          
          

        

        
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      long
        as
        any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
        or
        any Letter of Credit shall remain outstanding.

       

      11.14.
        Severability.
        

       

      If
        any
        provision of this Agreement or the other Loan Documents is held to be illegal,
        invalid or unenforceable, (a) the legality, validity and enforceability of
        the
        remaining provisions of this Agreement and the other Loan Documents shall
        not be
        affected or impaired thereby and (b) the parties shall endeavor in good faith
        negotiations to replace the illegal, invalid or unenforceable provisions
        with
        valid provisions the economic effect of which comes as close as possible
        to that
        of the illegal, invalid or unenforceable provisions. The invalidity of a
        provision in a particular jurisdiction shall not invalidate or render
        unenforceable such provision in any other jurisdiction.

       

      11.15.
        Tax
        Forms.
        

       

      (a)
        (i)
        Each Lender that is not a “United States person” within the meaning of Section
        7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the Administrative
        Agent, the date on which the first payment to such Lender is due hereunder
        (or
        upon accepting an assignment of an interest herein), two duly signed completed
        copies of either IRS Form W-8BEN or any successor thereto (relating to such
        Foreign Lender and entitling it to an exemption from withholding tax on all
        payments to be made to such Foreign Lender by the Borrowers pursuant to this
        Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
        to be made to such Foreign Lender by the Borrowers pursuant to this Agreement)
        or such other evidence satisfactory to the Borrowers and the Administrative
        Agent that such Foreign Lender is entitled to an exemption from U.S. withholding
        tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter
        and from time to time, each such Foreign Lender shall (A) promptly submit
        to the
        Administrative Agent such additional duly completed and signed copies of
        one of
        such forms (or such successor forms as shall be adopted from time to time
        by the
        relevant United States taxing authorities) as may then be available under
        then
        current United States laws and regulations to avoid, or such evidence as
        is
        satisfactory to the Borrowers and the Administrative Agent of any available
        exemption from United States withholding taxes in respect of all payments
        to be
        made to such Foreign Lender by the Borrowers pursuant to this Agreement,
        (B)
        promptly notify the Administrative Agent of any change in circumstances which
        would modify or render invalid any claimed exemption, and (C) take such steps
        as
        shall not be materially disadvantageous to it, in the reasonable judgment
        of
        such Lender, and as may be reasonably necessary (including the re-designation
        of
        its Lending Office) to avoid any requirement of applicable Laws that the
        Borrowers make any deduction or withholding for Taxes from amounts payable
        to
        such Foreign Lender.

       

      (ii) Each
        Foreign Lender, to the extent it does not act or ceases to act for its own
        account with respect to any portion of any sums paid or payable to such Lender
        under any of the Loan Documents (for example, in the case of a typical
        participation by such Lender), shall deliver to the Administrative Agent
        on the
        date when such Foreign Lender ceases to act for its own account with respect
        to
        any portion of any such sums

       


      
        
          
          

        

        
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      paid
        or
        payable, and at such other times as may be necessary in the determination
        of the
        Administrative Agent (in the reasonable exercise of its discretion), (A)
        two
        duly signed completed copies of the forms or statements required to be provided
        by such Lender as set forth above, to establish the portion of any such sums
        paid or payable with respect to which such Lender acts for its own account
        that
        is not subject to U.S. withholding tax, and (B) two duly signed completed
        copies
        of IRS Form W-8IMY (or any successor thereto), together with any information
        such Lender chooses to transmit with such form, and any other certificate
        or
        statement of exemption required under the Code, to establish that such Lender
        is
        not acting for its own account with respect to a portion of any such sums
        payable to such Lender.

       

      (iii) Neither
        Borrower shall be required to pay any additional amount to any Foreign Lender
        under Section 3.1 (a) with respect to any Taxes required to be deducted or
        withheld on the basis of the information, certificates or statements of
        exemption such Lender transmits with an IRS Form W-8IMY pursuant to this
        Section
        11.15(a) or (b) if such Lender shall have failed to satisfy the foregoing
        provisions of this Section 11.15(a); provided that if such Lender shall have
        satisfied the requirement of this Section 11.15(a) on the date such Lender
        became a Lender or ceased to act for its own account with respect to any
        payment
        under any of the Loan Documents, nothing in this Section 11.15(a) shall relieve
        either Borrower of its obligation to pay any amounts pursuant to Section
        3.1 in
        the event that, as a result of any change in any applicable law, treaty or
        governmental rule, regulation or order, or any change in the interpretation,
        administration or application thereof, such Lender is no longer properly
        entitled to deliver forms, certificates or other evidence at a subsequent
        date
        establishing the fact that such Lender or other Person for the account of
        which
        such Lender receives any sums payable under any of the Loan Documents is
        not
        subject to withholding or is subject to withholding at a reduced
        rate.

       

      (iv) The
        Administrative Agent may, without reduction, withhold any Taxes required
        to be
        deducted and withheld from any payment under any of the Loan Documents with
        respect to which the Borrowers are not required to pay additional amounts
        under
        this Section 11.15(a).

       

      (b)
        Upon
        the request of the Administrative Agent, each Lender that is a “United States
        person” within the meaning of Section 7701(a)(30) of the Code shall deliver to
        the Administrative Agent two duly signed completed copies of IRS Form W-9.
        If
        such Lender fails to deliver such forms, then the Administrative Agent may
        withhold from any interest payment to such Lender an amount equivalent to
        the
        applicable back-up withholding tax imposed by the Code, without
        reduction.

       

      (c)
        If
        any Governmental Authority asserts that the Administrative Agent did not
        properly withhold or backup withhold, as the case may be, any tax or other
        amount from payments made to or for the account of any Lender, such Lender
        shall
        indemnify the Administrative Agent therefore, including all penalties and
        interest, any taxes imposed by any jurisdiction on the amounts payable to
        the
        Administrative Agent under this Section, and costs and expenses (including
        Attorney Costs) of the Administrative Agent. The obligation of the Lenders
        under
        this Section shall survive the termination of the Aggregate Commitments,
        repayment of all other Obligations
        hereunder and the resignation of the Administrative Agent.

       


      
        
          
          

        

        
          -102-

          
            

          

        

        
          
          

        

      


       

      11.16.
        Replacement
        of Lenders. 

       

      Under
        any
        circumstances set forth herein providing that the Borrowers shall have the
        right
        to replace a Lender as a party to this Agreement, the Borrowers may, upon
        notice
        to such Lender and the Administrative Agent, replace such Lender by causing
        such
        Lender to assign its Commitment (with the assignment fee to be paid by the
        Borrowers in such instance) pursuant to Section 11.7(b) to one or more other
        Lenders or Eligible Assignees procured by the Borrowers; provided,
        however,
        that if
        the Borrowers elect to exercise such rights with respect to any Lender pursuant
        to Section 3.6(c), they shall be obligated to replace all Lenders that have
        exercised similar rights pursuant to Sections 3.1, 3.2 or 3.4. The Borrowers
        shall or shall each cause the replacement Lender to (x) pay in full all
        principal, interest, fees and other amounts owing to such replaced Lender
        through the date of replacement (including any amounts payable pursuant to
        Section 3.5), (y) provide appropriate assurances and indemnities (which may
        include letters of credit) to the L/C Issuer and the Swing Line Lender as
        each
        may reasonably require with respect to any continuing obligation to fund
        participation interests in any L/C Obligations or any Swing Line Loans then
        outstanding, and (z) release such replaced Lender from its obligations under
        the
        Loan Documents. Any Lender being replaced shall execute and deliver an
        Assignment and Assumption with respect to such Lender's Commitment and
        outstanding Loans and participations in L/C Obligations and Swing Line
        Loans.

       

      11.17.
        Governing
        Law.
        

       

      (a)
        THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, the LAW
        OF THE
        STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
        WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER
        SHALL
        RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

       

      (b)
        ANY
        LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
        DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN
        THE
        CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
        STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, THE
        ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT
        OF ITS
        PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER,
        THE
        ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
        ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
        CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
        OR
        PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
        DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH
        LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
        WHICH
        MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

       


      
        
          
          

        

        
          -103-

          
            

          

        

        
          
          

        

      


      11.18.
        Service of Process on GEI. 

       

      GEI
        hereby irrevocably designates, appoints and empowers DeVry, and successors
        as
        the designee, appointee and agent of GEI to receive, accept and acknowledge,
        for
        and on behalf of GEI and its properties, service of any and all legal process,
        summons, notices and documents which may be served in such action, suit or
        proceeding relating to this Agreement or the Loan Documents in the case of
        the
        courts of the Southern District of New York or of the courts of the State
        of New
        York sitting in the city of New York, which service may be made on any such
        designee, appointee and agent in accordance with legal procedures prescribed
        for
        such courts. GEI agrees to take any and all action necessary to continue
        such
        designation in full force and effect and should such designee, appointee
        and
        agent become unavailable for this purpose for any reason, GEI will forthwith
        irrevocably designate a new designee, appointee and agent, which shall
        irrevocably agree to act as such, with the powers and for purposes specified
        in
        this Section 11.18. GEI further irrevocably consents and agrees to service
        of
        any and all legal process, summons, notices and documents out of any of the
        aforesaid courts in any such action, suit or proceeding relating to the GEI
        Notes or this Agreement or the other Loan Documents delivered to GEI in
        accordance with this Section 11.18 or to its then designee, appointee or
        agent
        for service. If service is made upon such designee, appointee and agent,
        a copy
        of such process, summons, notice or document shall also be provided to GEI
        at
        the address specified in Section 11.2 by registered or certified mail, or
        overnight express air courier; provided that failure of such holder to provide
        such copy to GEI shall not impair or affect in any way the validity of such
        service or any judgment rendered in such action or proceedings. GEI agrees
        that
        service upon GEI or any such designee, appointee and agent as provided for
        herein shall constitute valid and effective personal service upon GEI with
        respect to matters contemplated in this Section 11.18 and that the failure
        of
        any such designee, appointee and agent to give any notice of such service
        to GEI
        shall not impair or affect in any way the validity of such service or any
        judgment rendered in any action or proceeding based thereon. Nothing herein
        shall, or shall be construed so as to, limit the right of the Administrative
        Agent or the Lenders to bring actions, suits or proceedings with respect
        to the
        obligations and liabilities of GEI under, or any other matter arising out
        of or
        in connection with, this Agreement, or for recognition or enforcement of
        any
        judgment rendered in any such action, suit or proceeding, in the courts of
        whatever jurisdiction in which the respective offices of the Administrative
        Agent or the Lenders may be located or assets of GEI may be found or as
        otherwise shall to the Administrative Agent or the Lenders seem appropriate,
        or
        to affect the right to service of process in any jurisdiction in any other
        manner permitted by law.

       

      11.19.
        Waiver
        of Right to Trial by Jury.

       

      EACH
        PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
        OF
        ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT
        OR
        IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
        PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
        TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
        ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
        HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
        ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY
        TO
        THIS AGREEMENT MAY FILE AN ORIGINAL 

       


      
        
          
          

        

        
          -104-

          
            

          

        

        
          
          

        

      


      COUNTERPART
        OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
        OF
        THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
        JURY.

       

      11.20.
        Judgment
        Currency.

       

      If,
        for
        the purposes of obtaining judgment in any court, it is necessary to convert
        a
        sum due hereunder or any other Loan Document in one currency into another
        currency, the rate of exchange used shall be that at which in accordance
        with
        normal banking procedures the Administrative Agent could purchase the first
        currency with such other currency on the Business Day preceding that on which
        final judgment is given. The obligation of each Borrower in respect of any
        such
        sum due from it to the Administrative Agent or the Lenders hereunder or under
        the other Loan Documents shall, notwithstanding any judgment in a currency
        (the
“Judgment Currency”) other than that in which such sum is denominated in
        accordance with the applicable provisions of this Agreement (the “Agreement
        Currency”), be discharged only to the extent that on the Business Day following
        receipt by the Administrative Agent of any sum adjudged to be so due in the
        Judgment Currency, the Administrative Agent may in accordance with normal
        banking procedures purchase the Agreement Currency with the Judgment Currency.
        If the amount of the Agreement Currency so purchased is less than the sum
        originally due to the Administrative Agent from any Borrower in the Agreement
        Currency, such Borrower agrees, as a separate obligation and notwithstanding
        any
        such judgment, to indemnify the Administrative Agent or the Person to whom
        such
        obligation was owing against such loss. If the amount of the Agreement Currency
        so purchased is greater than the sum originally due to the Administrative
        Agent
        in such currency, the Administrative Agent agrees to return the amount of
        any
        excess to such Borrower (or to any other Person who may be entitled thereto
        under applicable law).

       

      11.21.
        Obligations
        of DeVry.

       

      Notwithstanding
        anything contained herein or in the other Loan Documents, in no event shall
        GEI
        or any Offshore Guarantor be liable for any of the Obligations of
        DeVry.

       

      11.22.
        Authorization
        of Pledge Agreement.

       

      Each
        Lender hereby (i) authorizes the Administrative Agent to execute and deliver
        the
        Pledge Agreement on behalf of such Lender and (ii) agrees to be bound by
        the
        terms thereof (as a Bank and a Secured Party thereunder).

       

      11.23.
        USA PATRIOT Act Notice. 

       

      Each
        Lender that is subject to the Act (as hereinafter defined) and the
        Administrative Agent (for itself and not on behalf of any Lender) hereby
        notifies the Borrowers that pursuant to the requirements of the USA PATRIOT
        Act
        (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it
        is required to obtain, verify and record information that identifies the
        Borrowers, which information includes the name and address of each Borrower
        and
        other information that will allow such Lender or the Administrative Agent,
        as
        applicable, to identify such Borrower in accordance with the Act.

       


      
        
          
          

        

        
          -105-

          
            

          

        

        
          
          

        

      


      ARTICLE
        XII

       

      PROVISIONS
        RELATING TO AMENDMENT

       

      12.1.
        Conditions
        Precedent to Amendment.
        The
        Amended Credit Agreement shall be amended on the terms set forth in this
        Amendment upon the prior or simultaneous satisfaction of the following
        conditions precedent in a manner satisfactory to the Administrative
        Agent:

       

      (a)
        Execution
        and Delivery.
        Each of
        the Borrowers, each of the other Loan Parties, Bank of America as Administrative
        Agent, L/C Issuer, and Swing Line Lender, and Lenders shall have executed
        and
        delivered to the Administrative Agent counterparts of this
        Amendment.

       

      (b)
        Additional
        Documents.
        The
        Administrative Agent shall have received each of the following, each of which
        shall be originals or telecopies (followed promptly by originals) unless
        otherwise specified, each properly executed by a Responsible Officer of the
        signing Loan Party, each dated the Third Amendment Closing Date (or, in the
        case
        of certificates of governmental officials a recent date before the Third
        Amendment Closing Date) and each in form and substance reasonably satisfactory
        to the Administrative Agent:

       

      (i)
        a
        U.S. Subsidiary Guaranty duly executed by the U.S. Guarantors;

       

      (ii)
        such
        certificates of resolutions or other action, incumbency certificates and/or
        other certificates of Responsible Officers of each Loan Party (other than
        the
        Offshore Subsidiaries) as the Administrative Agent may reasonably require
        evidencing the identity, authority and capacity of each Responsible Officer
        thereof authorized to act as a Responsible Officer in connection with the
        Amendment and the other Loan Documents to which such Loan Party is a
        party;

       

      (iii)
        such documents and certifications as the Administrative Agent may reasonably
        require to evidence that each Loan Party (other than the Offshore Subsidiaries)
        is duly organized or formed;

       

      (iv)
        favorable opinions of David M. Webster, General Counsel of DeVry and Mayer,
        Brown, Rowe & Maw LLP special counsel to the Loan Parties, addressed to the
        Administrative Agent and each Lender, as to the matters as the Administrative
        Agent or the Required Lenders may reasonably request;

       

      (v)
        with
        respect to each Borrower, a certificate signed by a Responsible Officer of
        such
        Borrower certifying (A) that the conditions specified in Sections 4.2(a)
        and (b)
        have been satisfied, and (B) that there has been no event or circumstance
        since
        September 30, 2006 that has had or could be reasonably expected to have,
        either
        individually or in the aggregate, a Material Adverse Effect; and

       

      (vi)
        such
        other assurances, certificates, documents, consents or opinions as the
        Administrative Agent,

       


      
        
          
          

        

        
          -106-

          
            

          

        

        
          
          

        

      


       the
        L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may
        require.

       

      (c)
        Fees.
        Any
        fees required to be paid on or before the Third Amendment Closing Date shall
        have been paid. Unless waived by the Administrative Agent, the Borrowers
        shall
        have paid all fees, charges and disbursements of counsel to the Administrative
        Agent to the extent invoiced prior to or on the Third Amendment Closing
        Date.

       

      12.2.
        Representations
        and Warranties.
        Each
        Borrower and each other Loan Party represents and warrants to the Administrative
        Agent and the Lenders as follows:

       

      (a)
        Representation
        and Warranties in Loan Documents.
        The
        representations and warranties of (i) the Borrowers contained in Article
        V of
        this Agreement, and (ii) each Loan Party contained in each other Loan Document
        or in any document furnished at any time under or in connection herewith
        or
        therewith, shall be true and correct on and as of the date hereof (except
        to the
        extent that such representations and warranties specifically refer to an
        earlier
        date, in which case they shall be true and correct as of such earlier
        date).

       

      (b)
        Ratification,
        Etc.
        Except
        as expressly amended hereby, each of this Agreement and the other Loan Documents
        is hereby ratified and confirmed in all respects and shall continue in full
        force and effect. This Agreement shall, together with the Amended Credit
        Agreement, be read and construed as a single agreement. All references in
        this
        Agreement, the other Loan Documents or any related agreement or instrument
        shall
        hereafter refer to this Agreement as amended hereby.

       

      (c)
        Authority,
        Etc.
        The
        execution and delivery by each Borrower and each other Loan Party of this
        Amendment and the performance by each Borrower and each other Loan Party
        of all
        of its respective agreements and obligations under this Agreement, as amended
        hereby, and each other Loan Document are within such Borrower’s and such Loan
        Party’s corporate authority and have been duly authorized by all necessary
        corporate action on the part of such Borrower or such other Loan
        Party.

       

      (d)
        Enforceability.
        This
        Agreement, as amended hereby, constitutes the legal, valid and binding
        obligations of each Borrower and is enforceable against each Borrower in
        accordance with its terms. Each other Loan Document constitutes the legal,
        valid
        and binding obligation of each Loan Party and is enforceable against such
        Loan
        Party in accordance with its terms.

       

      12.3.
        Reproration
        of Outstandings.
        On the
        Third Amendment Closing Date, (i) the Pro Rata Share of each Lender shall
        be as
        forth opposite the name of such Lender on Schedule 2.1, (ii) the Borrowers
        shall
        make a combination of borrowings and/or prepayments so that immediately after
        giving effect thereto, the aggregate Outstanding Amount of the Revolving
        Loans
        of each Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of
        all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount
        of all Swing Line Loans shall equal the percentage opposite such Lender's
        name
        on Schedule 2.1, and (iii) each Lender shall be deemed to have purchased
        from
        the L/C Issuer a risk participation in each Existing Letter of Credit in
        an
        amount equal to the product of such Lender’s Pro Rata Share times the amount of
        such Letter of Credit.

       


      
        
          
          

        

        
          -107-

          
            

          

        

        
          
          

        

      


      

 

      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed as of the date first above written.

       

       

                  DEVRY
        INC.

       

                  By:
        ________________________________

                  Name:
        Richard M.
        Gunst

                  Title:
        Senior Vice
        President

       

                  GLOBAL
        EDUCATION
        INTERNATIONAL, INC.

       

                  By:
        ________________________________

                  Name:
        Richard M.
        Gunst

                  Title:
        Vice President
        and Treasurer

       


      
        
           Signature
            Page to Third
            Amendment                                                                                                    
S-1

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  BANK
        OF AMERICA,
        N.A., as 

       

       

                  Administrative
        Agent

       

                  By:
        ________________________________

                  Name:
        ______________________________

                  Title:
        _______________________________

       


      
        
          Signature
            Page to
            Third
            Amendment                                                                                               
S-2

        

        
          
          

          
            

          

        

        
          
          

        

      


       

                  BANK
        OF AMERICA,
        N.A., as a Lender, L/C Issuer and Swing Line Lender

       

                  By:
        ________________________________

                  Name:
        ______________________________

                  Title:
        _______________________________

       


      
        
          Signature
            Page to
            Third
            Amendment                                                                                                
S-3

        

        
          
          

          
            

          

        

        
          
          

        

      


                  THE
        NORTHERN TRUST
        COMPANY

       

                  By:
        ________________________________

                  Name:
        ______________________________

                  Title:
        _______________________________

       


      
        
          Signature
            Page to
            Third
            Amendment                                                                                                
S-4

        

        
          
          

          
            

          

        

        
          
          

        

      


                  LASALLE
        BANK NATIONAL
        ASSOCIATION

      


                  By:
        ________________________________

                  Name:
        ______________________________

                  Title:
        _______________________________

       


      
        
          Signature
            Page to
            Third
            Amendment                                                                                                
S-5

        

        
          
          

          
            

          

        

        
          
          

        

      


                  JPMORGAN
        CHASE BANK,
        N.A.

      


                  By:
        ________________________________

                  Name:
        ______________________________

                  Title:
        _______________________________

       


      
        
          Signature
            Page to
            Third
            Amendment                                                                                                
S-6

        

        
          
          

          
            

          

        

        
          
          

        

      
    

                  BMO
        CAPITAL MARKETS


                  FINANCING,
        INC.

      


                  By:
        ________________________________

                  Name:
        ______________________________

                  Title:
        _______________________________

       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ACKNOWLEDGEMENT

       

      The
        undersigned hereby acknowledges and agrees to the foregoing Amendment and
        confirms that its Loan Documents remain in full force and effect and are hereby
        reaffirmed.

       

      
        	 	
                Pledgors

              
	 	
                DeVry
                  Inc.

              
	 	
                DeVry
                  University, Inc.

              
	 	
                By:
                  ____________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Senior Vice President 

                 

              
	 	
                Global
                  Education International, Inc.

              
	 	
                Dominica
                  Management, Inc.

              
	 	
                Ross
                  University Services, Inc.

              
	 	
                International
                  Education Holdings, Inc.

              
	 	
                Ross
                  University Management, Inc.

              
	 	
                Chamberlain
                  College of Nursing and Health Sciences, Inc. (f/k/a Ross University
                  School
                  of Nursing and Health Sciences, Inc.)

              
	 	
                DeVry
                  Educational Development Corp.

              
	 	
                By:
                  ____________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Vice President and Treasurer

              


      

      


       

      
        
          Acknowledgment
            to Amendment

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                U.S.
                  Guarantors

              
	 	
                DeVry
                  University, Inc.

              
	 	
                By:
                  ____________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Senior Vice President

              
	 	
                DeVry
                  Educational Products, Inc.

              
	 	
                DeVry
                  Leasing Corporation

              
	 	
                DeVry/Becker
                  Educational Development Corp.

              
	 	
                DeVry
                  Educational Development Corp.

              
	 	
                Ross
                  University Services, Inc.

              
	 	
                DeVry
                  University, Inc.

              
	 	
                Becker
                  CPA Review Corp.

              
	 	
                International
                  Education Holdings, Inc.

              
	 	
                Dominica
                  Management, Inc.

              
	 	
                DeVry/New
                  York, Inc.

              
	 	
                Dominica
                  Services Inc.

              
	 	
                Chamberlain
                  College of Nursing and Health Sciences, Inc. (f/k/a Ross University
                  School
                  of Nursing and Health Sciences, Inc.)

              
	 	
                By:
                  ____________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Vice President and Treasurer

                 

              
	 	
                DeVry
                  International Holdings LLC

                 

                By:
                  DeVry Inc., its Sole Member

                 

                By:______________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Senior Vice President 

                 

                 

                 

              
	 	
                DeVry
                  Florida LLC

                 

                By:
                  DeVry University, Inc., its Sole Member

                 

                By:______________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Senior Vice President

              
	 	
                DeVry
                  Canada LLC

                 

                By:
                  DeVry Educational Development Corp., its

                Sole
                  Member

                 

                By:______________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Vice President and Treasurer

                 

              
	 	
                Chamberlain
                  College of Nursing LLC (f/k/a

                Deaconess
                  College of Nursing LLC)

                 

                By:
                  Chamberlain College of Nursing and Health

                Sciences,
                  Inc., its Sole Member

                 

                By:______________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Vice President and Treasurer

              
	 	 
	 	 
	 	
                Offshore
                  Guarantors

              
	 	
                Ross
                  University Management, Inc.

              
	 	
                Ross
                  University School of Medicine

                School
                  of Veterinary Medicine Limited

                 

                Ross
                  University School of Medicine School of

                Veterinary
                  Medicine (St. Kitts) Limited

                 

                By:______________________________________

                Name:
                  Richard M. Gunst

                Title:
                  Vice President and Treasurer

              


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        1.1A

      


      


      EXISTING
        LETTERS OF CREDIT

      


      


      
        	
                Letter
                  of Credit No.

              	
                Amount

              	
                 

              	
                Beneficiary

              	
                Issue
                  Date

              	
                 

              	
                Expiration
                  Date

              
	
                7405717

              	
                                         $1,400,531.00
                  

              	
                 

              	
                Royal
                  Bank of Canada

              	
                5/16/2003

              	
                 

              	
                7/1/2007

              
	
                7409942

              	
                                            
                  $ 90,170.00 

              	
                 

              	
                Magnolia
                  Associates

              	
                5/16/2003

              	
                 

              	
                11/15/2007

              
	
                7413363

              	
                                           
                  $508,574.00 

              	
                 

              	
                Secretary
                  - U.S. Department of Education

              	
                1/14/2004

              	
                 

              	
                1/30/2007

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1. 1B

      


      


      MANDATORY
        COST FORMULAE

      


      


      
        	
                1.

              	
                The
                  Mandatory Cost (to the extent applicable) is an addition to the
                  interest
                  rate to compensate Lenders for the cost of compliance
                  with:

              


      

       

      
        	 	
                (a)

              	
                the
                  requirements of the Bank of England and/or the Financial Services
                  Authority (or, in either case, any other authority which replaces
                  all or
                  any of its functions); or

              


      

       

      
        	 	
                (b)

              	
                the
                  requirements of the European Central
                  Bank.

              


      

       

      
        	
                2.

              	
                On
                  the first day of each Interest Period (or as soon as possible thereafter)
                  the Administrative Agent shall calculate, as a percentage rate,
                  a rate
                  (the “Additional
                  Cost Rate”)
                  for each Lender, in accordance with the paragraphs set out below.
                  The
                  Mandatory Cost will be calculated by the Administrative Agent as
                  a
                  weighted average of the Lenders’ Additional Cost Rates (weighted in
                  proportion to the percentage participation of each Lender in the
                  relevant
                  Loan) and will be expressed as a percentage rate per annum. The
                  Administrative Agent will, at the request of the Company or any
                  Lender,
                  deliver to the Company or such Lender as the case may be, a statement
                  setting forth the calculation of any Mandatory
                  Cost.

              


      

       

      
        	
                3.

              	
                The
                  Additional Cost Rate for any Lender lending from a Lending Office
                  in a
                  Participating Member State will be the percentage notified by that
                  Lender
                  to the Administrative Agent. This percentage will be certified
                  by such
                  Lender in its notice to the Administrative Agent to be its reasonable
                  determination of the cost (expressed as a percentage of such Lender’s
                  participation in all Loans made from such Lending Office) of complying
                  with the minimum reserve requirements of the European Central Bank
                  in
                  respect of Loans made from that Lending
                  Office.

              


      

       

      
        	
                4.

              	
                The
                  Additional Cost Rate for any Lender lending from a Lending Office
                  in the
                  United Kingdom will be calculated by the Administrative Agent as
                  follows:

              


      

       

      
        	 	
                (a)

              	
                in
                  relation to any Loan in Sterling:

              


      

       

      
        	
                AB+C(B-D)+E
                  x 0.01

              	
                per
                  cent per annum

              
	
                100
                  - (A+C)

              


      

      
        	 	
                (b)

              	
                in
                  relation to any Loan in any currency other than
                  Sterling:

              


      

       

      
        	
                E
                  x
                  0.01

              	
                per
                  cent per annum

              
	
                300

              


      

      


       


      
        
          Schedule
            1.1B

        

        
          
          

          
            

          

        

        
          
          

        

      


      Where:

       

      
        	
                “A”

                 

              	
                is
                  the percentage of Eligible Liabilities (assuming these to be in
                  excess of
                  any stated minimum) which that Lender is from time to time required
                  to
                  maintain as an interest free cash ratio deposit with the Bank of
                  England
                  to comply with cash ratio requirements.

                 

              
	
                “B”

                 

              	
                is
                  the percentage rate of interest (excluding the Applicable Rate,
                  the
                  Mandatory Cost and any interest charged on overdue amounts pursuant
                  to the
                  first sentence of Section
                  2.08(b)
                  and, in the case of interest (other than on overdue amounts) charged
                  at
                  the Default Rate, without counting any increase in interest rate
                  effected
                  by the charging of the Default Rate) payable for the relevant Interest
                  Period of such Loan.

                 

              
	
                “C”

                 

              	
                is
                  the percentage (if any) of Eligible Liabilities which that Lender
                  is
                  required from time to time to maintain as interest bearing Special
                  Deposits with the Bank of England.

                 

              
	
                “D”

                 

              	
                is
                  the percentage rate per annum payable by the Bank of England to
                  the
                  Administrative Agent on interest bearing Special Deposits.

                 

              
	
                “E”

                 

              	
                is
                  designed to compensate Lenders for amounts payable under the Fees
                  Rules
                  and is calculated by the Administrative Agent as being the average
                  of the
                  most recent rates of charge supplied by the Lenders to the Administrative
                  Agent pursuant to paragraph
                  7
                  below and expressed in pounds per £1,000,000.

                 

              


      

      
        	
                5.

              	
                For
                  the purposes of this Schedule:

              


      

       

      
        	 	
                (a)

              	
                “Eligible
                  Liabilities”
                  and “Special
                  Deposits”
                  have the meanings given to them from time to time under or pursuant
                  to the
                  Bank of England Act 1998 or (as may be appropriate) by the Bank
                  of
                  England;

              


      

       

      
        	 	
                (b)

              	
                “Fees
                  Rules”
                  means the rules on periodic fees contain in the FSA Supervision
                  Manual or
                  such other law or regulation as may be in force from time to time
                  in
                  respect of the payment of fees for the acceptance of
                  deposits;

              


      

       

      
        	 	
                (c)

              	
                “Fee
                  Tariffs”
                  means the fee tariffs specified in the Fees Rules under the activity
                  group
                  A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
                  required
                  pursuant to the Fees Rules but taking into account any applicable
                  discount
                  rate); and

              


      

       

      
        	 	
                (d)

              	
                “Tariff
                  Base”
                  has the meaning given to it in, and will be calculated in accordance
                  with,
                  the Fees Rules.

              


      

       

      
        	
                6.

              	
                In
                  application of the above formulae, A, B, C and D will be included
                  in the
                  formulae as percentages (i.e.
                  5%
                  will be included in the formula as 5 and not as 0.05). A negative
                  result
                  obtained by subtracting D from B shall be taken as zero.  The
                  resulting figures shall be rounded to four decimal
                  places.

              


      

       


      
        
          Schedule
            1.1B

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        	
                7.

              	
                If
                  requested by the Administrative Agent or the Company, each Lender
                  with a
                  Lending Office in the United Kingdom or a Participating Member
                  State
                  shall, as soon as practicable after publication by the Financial
                  Services
                  Authority, supply to the Administrative Agent and the Company,
                  the rate of
                  charge payable by such Lender to the Financial Services Authority
                  pursuant
                  to the Fees Rules in respect of the relevant financial year of
                  the
                  Financial Services Authority (calculated for this purpose by such
                  Lender
                  as being the average of the Fee Tariffs applicable to such Lender
                  for that
                  financial year) and expressed in pounds per £1,000,000 of the Tariff Base
                  of such Lender.

              


      

       

      
        	
                8.

              	
                Each
                  Lender shall supply any information required by the Administrative
                  Agent
                  for the purpose of calculating its Additional Cost Rate. In particular,
                  but without limitation, each Lender shall supply the following
                  information
                  in writing on or prior to the date on which it becomes a
                  Lender:

              


      

       

      
        	 	
                (a)

              	
                the
                  jurisdiction of the Lending Office out of which it is making available
                  its
                  participation in the relevant Loan;
                  and

              


      

       

      
        	 	
                (b)

              	
                any
                  other information that the Administrative Agent may reasonably
                  require for
                  such purpose.

              


      

       

      Each
        Lender shall promptly notify the Administrative Agent in writing of any change
        to the information provided by it pursuant to this paragraph.

       

      
        	
                9.

              	
                The
                  percentages of each Lender for the purpose of A and C above and
                  the rates
                  of charge of each Lender for the purpose of E above shall be determined
                  by
                  the Administrative Agent based upon the information supplied to
                  it
                  pursuant to paragraphs 7 and 8 above and on the assumption that,
                  unless a
                  Lender notifies the Administrative Agent to the contrary, each
                  Lender’s
                  obligations in relation to cash ratio deposits and Special Deposits
                  are
                  the same as those of a typical bank from its jurisdiction of incorporation
                  with a Lending Office in the same jurisdiction as its Lending
                  Office.

              


      

       

      
        	
                10.

              	
                The
                  Administrative Agent shall have no liability to any Person if such
                  determination results in an Additional Cost Rate which over- or
                  under-compensates any Lender and shall be entitled to assume that
                  the
                  information provided by any Lender pursuant to paragraphs
                  3,
                  7
                  and 8
                  above is true and correct in all
                  respects.

              


      

       

      
        	
                11.

              	
                The
                  Administrative Agent shall distribute the additional amounts received
                  as a
                  result of the Mandatory Cost to the Lenders on the basis of the
                  Additional
                  Cost Rate for each Lender based on the information provided by
                  each Lender
                  pursuant to paragraphs
                  3,
                  7
                  and 8
                  above.

              


      

       

      
        	
                12.

              	
                Any
                  determination by the Administrative Agent pursuant to this Schedule
                  in
                  relation to a formula, the Mandatory Cost, an Additional Cost Rate
                  or any
                  amount payable to a Lender shall, in the absence of manifest error,
                  be
                  conclusive and binding on all parties
                  hereto.

              


      

       


      
        
          Schedule
            1.1B

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                13.

              	
                The
                  Administrative Agent may from time to time, after consultation
                  with the
                  Company and the Lenders, determine and notify to all parties any
                  amendments which are required to be made to this Schedule in order
                  to
                  comply with any change in law, regulation or any requirements from
                  time to
                  time imposed by the Bank of England, the Financial Services Authority
                  or
                  the European Central Bank (or, in any case, any other authority
                  which
                  replaces all or any of its functions) and any such determination
                  shall, in
                  the absence of manifest error, be conclusive and binding on all
                  parties
                  hereto.

              


      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        2.1

       

      


       

      COMMITMENTS

       

      AND
        PRO RATA SHARES 

       

      
        	
                Lender

                 

              	
                Commitment

                 

              	
                Pro
                  Rata Share

                 

              
	
                BANK
                  OF AMERICA, N.A. 

                 

              	
                $45,000,000

                 

              	
                25.71428571%

                 

              
	
                THE
                  NORTHERN TRUST COMPANY

                 

              	
                $35,000,000

                 

              	
                20.00000000%

                 

              
	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                 

              	
                $35,000,000

                 

              	
                20.00000000%

                 

              
	
                JPMORGAN
                  CHASE BANK, N.A.

                 

              	
                $30,000,000

                 

              	
                17.14285714%

                 

              
	
                BMO
                  CAPITAL MARKETS 

                 

                FINANCING,
                  INC.

                 

              	
                $30,000,000

                 

              	
                17.14285714%

                 

              
	
                 

                Total

              	
                 

                $175,000,000

              	
                 

                100.000000000%

              


      

      


      
        
          Schedule
            2.1