Amended Credit Agreement 8K 01-11-2007


          
      EXHIBIT 4.2

     

    FORM
      OF U.S. SUBSIDIARY GUARANTY

     

    


    
      

      

    

     

    


    


     

    U.S.
      Subsidiary Guaranty

     

     

    U.S.
      Subsidiaries of DeVry Inc.

    Dated
      as
      of May 16, 2003

    as
      amended and restated as of January 11, 2007

     

    


     

    


     

    Re:
      Credit Agreement dated May 16, 2003, as amended, 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, and the Other Lenders
      Party Thereto

     

    


     

     

    


    
      

      

    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Table
      of Contents

     

    (Not
      a
      part of the Agreement)

     

     

    SECTION                                             HEADING                                         PAGE                                             

     

    PARTIES.........................................................................................................................................................................................................................................................................................
      1

     

    RECITALS......................................................................................................................................................................................................................................................................................
      1

     

    SECTION 1.    
 DEFINITIONS.............................................................................................................................................................................................................................................
      1

     

    SECTION 2.     GUARANTY
      OF OBLIGATIONS AND CREDIT
      AGREEMENT........................................................................................................................................................ 2

     

    SECTION 3.     GUARANTY
      OF PAYMENT AND
      PERFORMANCE..........................................................................................................................................................................
      2

     

    SECTION 4.     GENERAL
      PROVISIONS RELATING TO THE
      GUARANTY..............................................................................................................................................................
      3

     

    SECTION 5.
           REPRESENTATIONS
      AND WARRANTIES OF THE
      GUARANTORS.............................................................................................................................................
      8

     

    SECTION 6.     AMENDMENTS,
      WAIVERS AND
      CONSENTS....................................................................................................................................................................................
      9

     

    SECTION 7.         
           SUBMISSION TO JURISDICTION; WAIVER OF JURY
      TRIAL.......................................................................................................................................................
      10

     

    SECTION
      7.1.           CONSENT TO
      JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY
      TRIAL.......................................................................................................................
      10

     

    SECTION
      7.2.           SERVICE OF
      PROCESS UPON
      GUARANTORS....................................................................................................................................................................................
      10

     

    SECTION 8.     NOTICES.......................................................................................................................................................................................................................................................
      11

     

    SECTION 9.     MISCELLANEOUS......................................................................................................................................................................................................................................
      12

    
 

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    


     

    Attachments
      to U.S. Subsidiary Guaranty:

    


     

    Exhibit
      A — Form
      of
      Guaranty Joinder

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    U.S. 
      SUBSIDIARY GUARANTY

    As
      Amended and Restated

     

    Re:
      Credit Agreement

    ____________________________________________________________________    


     

    This
      U.S.
Subsidiary
      Guaranty dated
      as
      of May 16, 2003, as amended and restated as of January 11, 2007 (this
“Guaranty”)
      is
      entered into on a joint and several basis by each of the undersigned (which
      parties are hereinafter referred to individually as a “Guarantor”
      and
      collectively as the “Guarantors”).

     

    RECITALS

     

    A.
      Reference
      is made to the Credit Agreement dated as of May 16, 2003, as amended to and
      including the Third Amendment thereto (the "Third
      Amendment")
      dated
      as of January 11, 2007 (herein, as the same may be further amended or modified
      from time to time, the “Credit
      Agreement”)
      among
      DeVry Inc., a Delaware corporation (“DeVry”),
      Global
      Education International, Inc. (“GEI”
      and,
      together with DeVry, the “Borrowers”),
      the
      lenders party thereto (the “Lenders”),
      and
      Bank of America, N.A. as administrative agent (the “Administrative
      Agent”)
      providing for, among other things, up to $175 million in loans (the
“Loans”)
      and
      letters of credit (the “Letters
      of Credit”).

     

    B. 
      Each
      Guarantor is a direct or indirect U.S. Subsidiary of DeVry.

     

    C. 
      The
      Credit Extensions under the Credit Agreement have benefited and will continue
      to
      benefit the Borrowers and their Subsidiaries by, among other things, providing
      funds to enable the Borrowers to finance working capital and capital
      expenditures, support the issuance of standby letters of credit, make Restricted
      Payments to the extent permitted in Section 7.6 of the Credit Agreement, and
      for
      other general corporate purposes.

     

    D. 
      Pursuant
      to the Credit Agreement as originally executed as of May 16, 2003, each of
      the
      Guarantors executed a Guaranty dated as of May 16, 2003 (the "Existing Guaranty
      Agreement"), or a Guaranty Joinder joining such Guarantor as a party thereto,
      and now desire to amend and restate such Existing Guaranty Agreement in its
      entirety. The obligations of the Lenders to make Credit Extensions under the
      Credit Agreement are conditioned on, among other things, the execution and
      delivery by the Guarantors of a Guaranty in the form hereof. As consideration
      therefor and in order to induce the Lenders to execute the Third Amendment
      and
      to make Credit Extensions under the Credit Agreement, the Guarantors are willing
      to execute this Guaranty case as security for the Obligations under the Credit
      Agreement.

     

    E. 
      The
      Administrative Agent and the Lenders have required as a condition to the
      effectiveness of the Third Amendment and to their obligations to make Credit
      Extensions under the Credit Agreement that DeVry cause each Person that
      hereafter at any time becomes a U.S. Subsidiary to enter into a Guaranty Joinder
      in substantially the form set forth as Exhibit A hereto (a “Guaranty
      Joinder”)
      as
      security for the Obligations under the Credit Agreement and
      DeVry


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    has
      agreed to cause each Person that hereafter becomes a U.S. Subsidiary to
      execute a Guaranty Joinder.

     

    Now,
      therefore,
      as
      required by the Credit Agreement and in consideration of the premises and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, each Guarantor does hereby covenant and agree, jointly and
      severally, as follows:

     

    
      	
              Section 1.

            	
              Definitions

            


    

     

    Capitalized
      terms used herein but not defined herein shall have the meanings set forth
      in
      the Credit Agreement or as the context shall otherwise require.

     

    
      	
              Section 2.

            	
              Guaranty
                of Obligations and Credit
                Agreement.

            


    

     

    (a) 
      Subject
      to the limitations set forth in Section 2(b) hereof, each Guarantor jointly
      and severally does hereby irrevocably, absolutely and unconditionally guarantee
      unto the Administrative Agent and the Lenders: (1) the full and prompt
      payment of all Obligations (as defined in the Credit Agreement) including,
      without limitation, all principal of and interest under, all Loans (whether
      Base
      Rate Loans, Eurocurrency Rate Loans or Swing Line Loans), all L/C Obligations,
      all L/C Borrowings, all Specified Swap Obligations and all fees, expenses and
      other amounts, if any, from time to time outstanding, as and when such payments
      shall become due and payable, whether by lapse of time, upon redemption or
      prepayment, by extension or by acceleration or declaration or otherwise
      (including, to the extent legally enforceable, interest due on overdue payments
      of principal) in Federal or other immediately available funds of the United
      States of America which at the time of payment or demand therefor shall be
      legal
      tender for the payment of public and private debts, (2) the full and prompt
      performance and observance by the Borrowers of each and all of the obligations,
      covenants and agreements required to be performed or owed by the Borrowers
      under
      the terms of the Loan Documents, and (3) the full and prompt payment, upon
      demand by the Administrative Agent or the Lenders, of all costs and expenses,
      legal or otherwise (including reasonable attorneys’ fees), if any, as shall have
      been expended or incurred in the protection or enforcement of any rights,
      privileges or liabilities in favor of the Administrative Agent or any Lender
      under or in respect of any Loan Document or in any action in connection
      therewith or herewith and in each and every case irrespective of the validity,
      regularity, or enforcement of any of the Loan Documents or any of the terms
      thereof or any other like circumstance or circumstances (the payment,
      performance and observance of all such Obligations, covenants and agreements
      being herein collectively called the “Guaranteed
      Obligations”).

     

    (b) 
      The
      liability of each Guarantor under this Guaranty shall not exceed an amount
      equal
      to a maximum amount as will, after giving effect to such maximum amount and
      all
      other liabilities of such Guarantor, contingent or otherwise, be enforceable
      under applicable law and result in the performance of the obligations of such
      Guarantor hereunder and not constitute a fraudulent transfer, obligation or
      conveyance.


    
      
                                                              F-1-5               
                                                                                                                                                                       


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (c) 
      All
      amounts payable under this Guaranty by each Guarantor shall be made in the
      lawful currency of the United States of America. 

     

    
      	
              Section 3.

            	
              Guaranty
                of Payment and Performance.

            


    

     

    This
      is a
      guarantee of payment and performance and each Guarantor hereby waives, to the
      fullest extent permitted by law, any right to require that any action on or
      in
      respect of any Obligation or any Loan Document be brought against the Borrowers
      or any other Person or that resort be had to any direct or indirect security
      for
      the Guaranteed Obligations or any Loan Document or any other remedy. The
      Administrative Agent on behalf of the Lenders may, at its option, proceed
      hereunder against any Guarantor in the first instance to collect monies when
      due, the payment of which is guaranteed hereby, without first proceeding against
      the Borrowers or any other Person and without first resorting to any direct
      or
      indirect security for the Guaranteed Obligations or any Loan Document or any
      other remedy. The liability of each Guarantor hereunder shall in no way be
      affected or impaired by any acceptance by the Administrative Agent or any Lender
      of any direct or indirect security for, or other guaranties of, any debt,
      liability or obligation of the Borrowers or any other Person to the
      Administrative Agent or any Lender or by any failure, delay, neglect or omission
      by the Administrative Agent or any Lender to realize upon or protect any such
      guarantees, debt, liability or obligation or any instruments evidencing the
      same
      or any direct or indirect security therefor or by any approval, consent, waiver,
      or other action taken, or omitted to be taken by the Administrative Agent or
      any
      Lender.

     

    The
      covenants and agreements on the part of the Guarantors herein contained shall
      be
      joint and several covenants and agreements, and references to the Guarantors
      shall be deemed references to each of them and none of them shall be released
      from liability hereunder by reason of the guarantee ceasing to be binding as
      a
      continuing security on any other of them.

     

    
      	
              Section 4.

            	
              General
                Provisions Relating to the Guaranty.

            


    

     

    (a)Each
      Guarantor hereby consents and agrees that the Administrative Agent and/or any
      Lender from time to time, with or without any further notice to or assent from
      any other Guarantor may, without in any manner affecting the liability of any
      Guarantor under this Guaranty, and upon such terms and conditions as the
      Administrative Agent or such Lender may deem advisable:

     

    (1) extend
      in
      whole or in part (by renewal or otherwise), modify, increase, change,
      compromise, release or extend the duration of the time for the performance
      or
      payment of any debt, liability or obligation of the Borrowers or of any other
      Person secondarily or otherwise liable for any debt, liability or obligations
      of
      the Borrowers on the Guaranteed Obligations or under any Loan Document, or
      waive
      any Default or Event of Default with respect thereto, or waive, modify, amend
      or
      change any provision of any Loan Document; 

     

    (2) sell,
      release, surrender, modify, impair, exchange or substitute any and all property,
      of any nature and from whomsoever received, held by, or for the benefit of,
      the

     


    
      
          
                                                            F-1-6               
                                                                                                                                                                       


      

      
        
        

        
          

        

      

      
        
        

      

    


    Administrative
      Agent or any Lender as direct or indirect security for the payment or
      performance of any debt, liability or obligation of the Borrowers or of any
      other Person secondarily or otherwise liable for any debt, liability or
      obligation of the Borrowers under any Loan Document; and/or

     

    (3) settle,
      adjust or compromise any claim of the Borrowers against any other Person
      secondarily or otherwise liable for any debt, liability or obligation of the
      Borrowers under any Loan Document.

     

     

    Each
      Guarantor hereby ratifies and confirms any such extension, renewal, change,
      sale, release, waiver, surrender, exchange, modification, amendment, impairment,
      substitution, settlement, adjustment or compromise and agrees that the same
      shall be binding upon it, and hereby waives, to the fullest extent permitted
      by
      law, any and all defenses, counterclaims or offsets which it might or could
      have
      by reason thereof, it being understood that such Guarantor shall at all times
      be
      bound by this Guaranty and remain liable hereunder.

     

      
      (b)  Each
      Guarantor hereby waives, to the fullest extent permitted by law:

     

     

    (1) notice
      of
      acceptance of this Guaranty by the Administrative Agent or the Lenders or of
      the
      creation, renewal or accrual of any liability of the Borrowers, present or
      future, or of the reliance of the Administrative Agent or any of the Lenders
      upon this Guaranty (it being understood that all Guaranteed Obligations
      described in Section 2 hereof shall conclusively be presumed to have been
      created, contracted or incurred in reliance upon the execution of this
      Guaranty); and

     

     

    (2) demand
      of
      payment by the Administrative Agent on behalf of the Lenders from the Borrowers
      or any other Person indebted in any manner on or for any of the Guaranteed
      Obligations; and

     

     

    (3) presentment
      for the payment by the Administrative Agent on behalf of the Lenders or any
      other Person of any Loan Document or any other instrument, protest thereof
      and
      notice of its dishonor to any party thereto and to such Guarantor.

     

     

    The
      obligations of each Guarantor under this Guaranty and the rights of the
      Administrative Agent to enforce such obligations by any proceedings, whether
      by
      action at law, suit in equity or otherwise, shall not be subject to any
      reduction, limitation, impairment or termination, whether by reason of any
      claim
      of any character whatsoever or otherwise and shall not be subject to any
      defense, set-off, counterclaim (other than any compulsory counterclaim),
      recoupment or termination whatsoever.

     

    (c) 
      The
      obligations of each Guarantor hereunder shall be binding upon such Guarantor
      and
      its successors and assigns, and shall remain in full force and effect until
      the
      date on which all Commitments of the Lenders shall have terminated, all Letters
      of Credit shall have expired or terminated and all Obligations have indefeasibly
      been paid in full 


    
      
                                                           F-1-7               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (the
      “Termination Date”) and such obligations shall not be affected, modified or
      impaired upon the happening from time to time of any event, including, without
      limitation, any of the following, whether or not with notice to or the consent
      of any Guarantor:


    
      
                                                             F-1-8               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    (1) the
      genuineness, validity, regularity or enforceability of any of the Loan Documents
      or any of the terms of any thereof, the continuance of any obligation on the
      part of the Borrowers or any other Guarantor on or in respect of or under any
      Loan Document or the power or authority or the lack of power or authority of
      the
      Borrowers to execute and deliver any Loan Document or of any other Guarantor
      to
      execute and deliver this Guaranty or to perform any of its obligations hereunder
      or the existence or continuance of the Borrowers or any other Guarantor as
      a
      legal entity; or

     

    (2) any
      default, failure or delay, willful or otherwise, in the performance by the
      Borrowers or any other Guarantor of any obligations of any kind or character
      whatsoever under any Loan Document; or

     

    (3) any
      creditors’ rights, bankruptcy, receivership or other insolvency proceeding of
      the Borrowers or any other Guarantor or in respect of the property of the
      Borrowers or any other Guarantor or any merger, consolidation, reorganization,
      dissolution, liquidation, the sale of all or substantially all of the assets
      of
      or winding up of the Borrowers or any other Guarantor; or

     

    (4) impossibility
      or illegality of performance on the part of the Borrowers or any other Guarantor
      of its obligations under any Loan Document; or

     

    (5) in
      respect of the Borrowers or any other Guarantor, any change of circumstances,
      whether or not foreseen or foreseeable, whether or not imputable to the
      Borrowers or any other Guarantor, or other impossibility of performance through
      fire, explosion, accident, labor disturbance, floods, droughts, embargoes,
      wars
      (whether or not declared), civil commotion, acts of God or the public enemy,
      delays or failure of suppliers or carriers, inability to obtain materials,
      action of any federal or state regulatory body or agency, change of law or
      any
      other causes affecting performance, or any other force
      majeure,
      whether
      or not beyond the control of the Borrowers or any other Guarantor and whether
      or
      not of the kind hereinbefore specified; or

     

    (6) any
      attachment, claim, demand, charge, Lien, order, process, lien or any other
      happening or event or reason, similar or dissimilar to the foregoing, or any
      withholding or diminution at the source, by reason of any taxes, assessments,
      expenses, debt, obligations or liabilities of any character, foreseen or
      unforeseen, and whether or not valid, incurred by or against the Borrowers or
      any Guarantor or any claims, demands, charges or Liens of any nature, foreseen
      or unforeseen, incurred by any Guarantor, or against any sums payable in respect
      of or under any Loan Document, so that such sums would be rendered inadequate
      or
      would be unavailable to make the payments herein provided; or

     

    (7) any
      order, judgment, decree, ruling or regulation (whether or not valid) of any
      court of any nation or of any political subdivision thereof or any body, agency,
      department, official or administrative or regulatory agency of any thereof
      or
      any other action, happening, event or reason whatsoever which shall delay,
      interfere with, hinder or

     


    
      
                                                          F-1-9               


      

      
        
        

        
          

        

      

      
        
        

      

    


    prevent,
      or in any way adversely affect, the performance by the Borrowers or any
      Guarantor of its respective obligations under or in respect of any Loan
      Document; or

     

    (8) the
      failure of any Guarantor to receive any benefit from or as a result of its
      execution, delivery and performance of this Guaranty; or

     

    (9) any
      failure or lack of diligence in collection or protection, failure in presentment
      or demand for payment, protest, notice of protest, notice of default and of
      nonpayment, any failure to give notice to any Guarantor of failure of the
      Borrowers or any other Guarantor to keep and perform any obligation, covenant
      or
      agreement under the terms of any Loan Document, or this Guaranty or failure
      to
      resort for payment to the Borrowers or any other Guarantor or to any other
      guaranty or to any property, security, Liens or other rights or remedies;
      or

     

    (10) the
      acceptance of any additional security or other guaranty, the advance of
      additional money to the Borrowers or any other Guarantor, amendments,
      modifications, consents or waivers with respect to any Loan Document, or the
      sale, release, substitution or exchange of any security for any Guaranteed
      Obligation; or

     

    (11) any
      change in the ownership of any shares of the Borrowers or any Guarantor;
      or

     

    (12) any
      defense whatsoever that: (i) the Borrowers or any other Guarantor might have
      to
      the payment under any Loan Document, other than payment thereof in Federal
      or
      other immediately available funds, or (ii) the Borrowers or any other Guarantor
      might have to the performance or observance of any of the provisions of any
      Loan
      Document, whether through the satisfaction or purported satisfaction by the
      Borrowers or any other Guarantor of its debts due to any cause such as
      bankruptcy, insolvency, receivership, merger, consolidation, reorganization,
      dissolution, liquidation, winding-up or otherwise; or

     

    (13) any
      act
      or failure to act with regard to any Loan Document or anything which might
      vary
      the risk of any Guarantor; or

     

    (14) any
      other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, any Guarantor in respect of the obligations of any Guarantor
      under
      this Guaranty;

     

     

    provided
      that
      the
      specific enumeration of the above-mentioned acts, failures or omissions shall
      not be deemed to exclude any other acts, failures or omissions, though not
      specifically mentioned above, it being the purpose and intent of this Guaranty
      that the obligations of each Guarantor shall be absolute, irrevocable and
      unconditional and shall not be discharged, impaired or varied except by the
      payment of all Obligations in accordance with their respective terms whenever
      the same shall become due and payable and all other sums due and payable under
      any Loan Document, at the place specified in and all in the manner and with
      the
      effect provided in the Credit Agreement, as may be amended or modified from
      time
      to time. Without limiting the


    
      
            
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    foregoing,
      it is understood that repeated and successive demands may be made and recoveries
      may be had hereunder as and when, from time to time, the Borrowers shall default
      under or in respect of the terms of any Loan Document and that notwithstanding
      recovery hereunder for or in respect of any given default or defaults by the
      Borrowers under any Loan Document shall remain in full force and effect and
      shall apply to each and every subsequent default.

     

    (d) 
      All
      rights of the Administrative Agent or any Lender hereunder may be transferred
      or
      assigned at any time and shall be considered to be transferred or assigned
      at
      any time or from time to time upon the appointment of a successor to the
      Administrative Agent or any permitted transfer by a Lender of its rights under
      the Credit Agreement, whether with or without the consent of or notice to the
      Guarantors under this Guaranty or to the Borrowers.

     

    (e) 
      To
      the
      extent of any payments made under this Guaranty, each Guarantor shall be
      subrogated to the rights of the Administrative Agent and/or the Lenders to
      whom
      such payment was made, but such Guarantor covenants and agrees that such right
      of subrogation shall be subordinate in right of payment to the prior
      indefeasible final payment in cash in full of all amounts due and owing by
      the
      Borrowers with respect to the Obligations under the Loan Documents and by the
      Guarantors under this Guaranty, and the Guarantors shall not take any action
      to
      enforce such right of subrogation, and the Guarantors shall not accept any
      payment in respect of such right of subrogation, until the Termination Date.
      If
      any amount shall be paid to any Guarantor in violation of the preceding sentence
      at any time prior to the indefeasible payment in cash in full of all amounts
      payable under the Loan Documents and this Guaranty, such amount shall be held
      in
      trust for the benefit of the Lenders and shall forthwith be paid to the
      Administrative Agent for the benefit of the Administrative Agent and the Lenders
      to be credited and applied to the amounts due or to become due with respect
      to
      all amounts payable under the Loan Documents and this Guaranty, whether matured
      or unmatured. Each Guarantor acknowledges that it has received direct and
      indirect benefits from the financing arrangements contemplated by the Loan
      Documents and that the waiver set forth in this paragraph (e) is knowingly
      made
      as a result of the receipt of such benefits.

     

    (f) 
      Each
      Guarantor agrees that, to the extent either Borrower, any other Guarantor or
      any
      other Person makes any payment under any of the Loan Documents, which payment
      or
      any part thereof is subsequently invalidated, voided, declared to be fraudulent
      or preferential, set aside, recovered, rescinded or is required to be retained
      by or repaid to a trustee, receiver, or any other Person under any bankruptcy
      code, common law, or equitable cause, then and to the extent of such payment,
      the obligation or the part thereof intended to be satisfied shall be revived
      and
      continued in full force and effect with respect to the Guarantors’ obligations
      hereunder, as if said payment had not been made. The liability of the Guarantors
      hereunder shall not be reduced or discharged, in whole or in part, by any
      payment to the Administrative Agent or any Lender from any source that is
      thereafter paid, returned or refunded in whole or in part by reason of the
      assertion of a claim of any kind relating thereto, including, but not limited
      to, any claim for breach of contract, breach of warranty, preference,
      illegality, invalidity, or fraud asserted by any account debtor or by any other
      Person.


    
      
                                                         F-1-11               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (g) 
      Neither
      the Administrative Agent nor any Lender, shall be under any obligation: (1)
      to
      marshall any assets in favor of the Guarantors or in payment of any or all
      of
      the liabilities of the Borrowers under or in respect of the Loan Documents
      or
      the obligations of the Guarantors hereunder or (2) to pursue any other remedy
      that the Guarantors may or may not be able to pursue themselves and that may
      lighten the Guarantors’ burden, any right to which each Guarantor hereby
      expressly waives.

     

    (h) 
      The
      obligations of each Guarantor under this Guaranty rank pari
      passu
      in right
      of payment with all other Indebtedness of such Guarantor which is not secured
      or
      which is not expressly subordinated in right of payment to any other
      Indebtedness of such Guarantor.

     

    
      	
              Section 5.

            	
              Representations
                and Warranties of the Guarantors.

            


    

     

    Each
      Guarantor represents and warrants to the Administrative Agent and each Lender
      that:

     

    (a) Such
      Guarantor is a corporation, limited liability company, limited partnership
      or
      other legal entity duly organized, validly existing and in good standing under
      the laws of its jurisdiction of organization, and is duly qualified as a foreign
      corporation, limited liability company, limited partnership or other similar
      legal entity and is in good standing in each jurisdiction in which such
      qualification is required by law, other than those jurisdictions as to which
      the
      failure to be so qualified or in good standing could not, individually or in
      the
      aggregate, reasonably be expected to have a material adverse effect on
      (1) the ability of such Guarantor to perform its obligations under this
      Guaranty, or (2) the validity or enforceability of this Guaranty against
      such Guarantor (herein in this Section 5, a “Material
      Adverse Effect”).
      Such
      Guarantor has the power and authority to own or hold under lease the properties
      it purports to own or hold under lease, to transact the business it transacts
      and proposes to transact, to execute and deliver this Guaranty and to perform
      the provisions hereof.

     

    (b) This
      Guaranty has been duly authorized by all necessary corporate or other
      organizational action on the part of such Guarantor, and this Guaranty
      constitutes a legal, valid and binding obligation of such Guarantor enforceable
      against such Guarantor in accordance with its terms, except as such
      enforceability may be limited by (1) applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer or conveyance or other similar
      laws affecting the enforcement of creditors’ rights generally and
      (2) general principles of equity (regardless of whether such enforceability
      is considered in a proceeding in equity or at law).

     

    (c) The
      execution, delivery and performance by such Guarantor of this Guaranty will
      not
      (1) contravene, result in any breach of, or constitute a default under, or
      result in the creation of any Lien in respect of any property of such Guarantor
      or any of its Subsidiaries under its charter documents, or except for
      contraventions, breaches or defaults which could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect, under
      any
      indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
      or any other agreement or instrument to which such Guarantor or any of its
      Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries
      or
      any of their respective properties may be bound or


    
      
                                                        F-1-12               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    affected,
      (2) conflict with or result in a breach of any of the terms, conditions or
      provisions of any order, judgment, decree, or ruling of any court, arbitrator
      or
      Governmental Authority applicable to such Guarantor or any of its Subsidiaries
      or (3) violate any provision of any statute or other rule or
      regulation of any Governmental Authority applicable to the such Guarantor or
      any
      of its Subsidiaries.

     

    (d) No
      consent, approval or authorization of, or registration, filing or declaration
      with, any Governmental Authority is required in connection with the execution,
      delivery or performance by such Guarantor of this Guaranty.

     

    (e) Except
      in
      the case of DeVry Canada, LLC, DeVry Leasing Corp. and DeVry Educational
      Products Inc., such Guarantor is solvent, has capital not unreasonably small
      in
      relation to its business or any contemplated or undertaken transaction and
      has
      assets having a value both at fair valuation and at present fair salable value
      greater than the amount required to pay its debts as they become due and greater
      than the amount that will be required to pay its probable liability on its
      existing debts as they become absolute and matured. Such Guarantor does not
      intend to incur, or believe that it will incur, debts beyond its ability to
      pay
      such debts as they become due. Such Guarantor will not be rendered insolvent
      by
      the execution and delivery of, and performance of its obligations under, this
      Guaranty. Such Guarantor does not intend to hinder, delay or defraud its
      creditors by or through the execution and delivery of, or performance of its
      obligations under, this Guaranty.

     

    (f) All
      representations in the Credit Agreement applicable to such Guarantors (or any
      of
      them) are true and correct in all material respects.

     

    
      	
              Section 6.

            	
              Amendments,
                Waivers and Consents.

            


    

     

    This
      Guaranty may be amended, and the observance of any term hereof may be waived
      (either retroactively or prospectively), pursuant to the provisions of Section
      11.1 of the Credit Agreement. This Guaranty may be amended by the addition
      of
      additional Guarantors pursuant to a Guaranty Joinder. 

     

    
      	
              Section 7.

            	
              Submission
                to Jurisdiction; Waiver of Jury Trial.

            


    

     

    Section 7.1. 
      Consent
      to Jurisdiction; Service of Process; Waiver of Jury Trial.  
      (a) Each Guarantor irrevocably submits to the nonexclusive in
      personam
      jurisdiction of any State of New York or federal court sitting in New York
      City,
      over any suit, action or proceeding arising out of or relating to this Guaranty.
      To the fullest extent it may effectively do so under applicable law, each
      Guarantor irrevocably waives and agrees not to assert, by way of motion, as
      a
      defense or otherwise, any claim that it is not subject to the in
      personam
      jurisdiction of any such court, any objection that it may now or hereafter
      have
      to the laying of the venue of any such suit, action or proceeding brought in
      any
      such court and any claim that any such suit, action or proceeding brought in
      any
      such court has been brought in an inconvenient forum.


    
      
                                                        F-1-13               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b) 
      Each
      Guarantor agrees, to the fullest extent it may effectively do so under
      applicable law, that a final judgment in any suit, action or proceeding of
      the
      nature referred to in paragraph (a) of this Section 7.1 brought in any such
      court shall be conclusive and binding upon such party, subject to rights of
      appeal and may be enforced in the courts of the United States of America or
      the
      State of New York (or any other courts to the jurisdiction of which such party
      is or may be subject) by a suit upon such judgment. 

     

    (c) 
      Each
      Guarantor consents to process being served in any suit, action or proceeding
      of
      the nature referred to in paragraph (a) of this Section 7.1 by mailing a
      copy thereof by registered or certified mail, postage prepaid, return receipt
      requested, to the address of such Guarantor specified in Section 8 or at
      such other address of which you shall then have been notified pursuant to said
      Section or to any agent for service of process appointed pursuant to the
      provisions of Section 7.2. Each Guarantor agrees that such service upon
      receipt (i) shall be deemed in every respect effective service of process upon
      it in any such suit, action or proceeding and (ii) shall, to the full
      extent permitted by law, be taken and held to be valid personal service upon
      and
      personal delivery to such party. Notices hereunder shall be conclusively
      presumed received as evidenced by a delivery receipt furnished by the United
      States Postal Service or any reputable commercial delivery service.

     

    (d) 
      Nothing
      in this Section 7.1 shall affect the right of the Administrative Agent or the
      Lenders to serve process in any manner permitted by law, or limit any right
      that
      the Administrative Agent or the Lenders may have to bring proceedings against
      any Guarantor in the courts of any appropriate jurisdiction or to enforce in
      any
      lawful manner a judgment obtained in one jurisdiction in any other
      jurisdiction.

     

    (e) 
      Each
      Guarantor waives trial by jury in any action brought on or with respect to
      this
      Guaranty or the Loan Documents or any other document executed in connection
      herewith or therewith.

     

    Section 7.2. 
      Service
      of Process Upon Guarantors.
      Each
      Guarantor hereby irrevocably designates, appoints and empowers DeVry and its
      successors as the designee, appointee and agent for each Guarantor to receive,
      accept and acknowledge, for and on behalf of such Guarantor 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 Guaranty in the
      case of the New York federal and state courts located in New York City, which
      service may be made on any such designee, appointee and agent in accordance
      with
      legal procedures prescribed for such courts. Each Guarantor 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, each Guarantor will forthwith irrevocably designate
      a
      new designee, appointee and agent, which shall irrevocably agree to act as
      such,
      with the powers and for purposes speci-fied in this Section 7.2. Each
      Guarantor 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 any Loan Document or this
      Guaranty delivered to such Guarantor in accordance with this Section 7.2 or
      to its then designee, appointee or agent for service. If service is made upon
      such designee,


    
      
                                                         F-1-14               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    appointee
      and agent, a copy of such process, summons, notice or document shall also be
      provided to any Guarantor at the address specified in Section 8 by
      registered or certified mail, or overnight express air courier; provided
      that
      failure of such Lender to provide such copy to such Guarantor shall not impair
      or affect in any way the validity of such service or any judgment rendered
      in
      such action or proceedings. Each Guarantor agrees that service upon such
      Guarantor or any such designee, appointee and agent as provided for herein
      shall
      constitute valid and effective personal service upon such Guarantor with respect
      to matters contemplated in this Section 7.2 and that the failure of any
      such designee, appointee and agent to give any notice of such service to such
      Guarantor 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 any Guarantor 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 such Guarantor may be found
      or
      as otherwise shall to 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.

     

    
      	
              Section 8.

            	
              Notices.

            


    

     

    All
      notices and communications provided for hereunder shall be in writing and sent
      (a) by telefacsimile if the sender on the same day sends a confirming copy
      of such notice by a recognized overnight delivery service (charges prepaid),
      or
      (b) by a recognized overnight delivery service (with charges prepaid). Any
      such notice must be sent:

     

    (1) if
      to the
      Administrative Agent, to such address as listed in Schedule 11.2 of the Credit
      Agreement, or

     

    (2) if
      to any
      Guarantor, to such Guarantor c/o the Borrowers at One Tower Lane, Oakbrook
      Terrace, IL 60181, or at such other address as such Guarantor shall have
      specified to the Administrative Agent in writing.

     

     

    Notices
      under this Section 8 will be deemed given only when actually
      received.

     

    
      	
              Section 9.

            	
              Miscellaneous.

            


    

     

    (a) 
      No
      remedy
      herein conferred upon or reserved to the Administrative Agent or any Lender
      is
      intended to be exclusive of any other available remedy or remedies, but each
      and
      every such remedy shall be cumulative and shall be in addition to every other
      remedy given under this Guaranty now or hereafter existing at law or in equity.
      No delay or omission to exercise any right or power accruing upon any default,
      omission or failure of performance hereunder shall impair any such right or
      power or shall be construed to be a waiver 


    
      
                                                        F-1-15               


      

      
        
        

        
          

        

      

      
        
        

      

    


     

    thereof
      but any such right or power may be exercised from time to time and as often
      as
      may be deemed expedient. In order to entitle the Administrative Agent or any
      Lender to exercise any remedy reserved to it under the Guaranty, it shall not
      be
      necessary for such Administrative Agent or Lender to physically produce the
      Loan
      Documents in any proceedings instituted by it or to give any notice, other
      than
      such notice as may be herein expressly required.

     

     (b) 
      The
      Guarantors will pay all sums becoming due under this Guaranty by the method
      and
      at the address specified for such purpose in the Credit Agreement, or by such
      other reasonable method or at such other address as the Administrative Agent
      or
      the Lenders shall have from time to time specified to the Guarantors in writing
      for such purpose, without the presentation or surrender of this Guaranty or
      any
      Loan Documents.

     

    (c) 
      Any
      provision of this Guaranty that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall (to the full extent permitted by law) not invalidate or
      render unenforceable such provision in any other jurisdiction.

     

    (d) 
      If
      the
      whole or any part of this Guaranty shall be now or hereafter become
      unenforceable against any one or more of the Guarantors for any reason
      whatsoever or if it is not executed by any one or more of the Guarantors, this
      Guaranty shall nevertheless be and remain fully binding upon and enforceable
      against each other Guarantor as if it had been made and delivered only by such
      other Guarantors.

     

    (e) 
      This
      Guaranty shall be binding upon each Guarantor and its successors and assigns
      and
      shall inure to the benefit of the Administrative Agent and each Lender and
      its
      successors and assigns whether so expressed or not, until the Termination
      Date.

     

    (f) This
      Guaranty may be executed in any number of counterparts, each of which shall
      be
      an original but all of which together shall constitute one instrument. Each
      counterpart may consist of a number of copies hereof, each signed by less than
      all, but together signed by all, of the parties hereto.

     

    (g) This
      Guaranty shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by the law of the State of New York.

     

    (h) The
      Recitals are incorporated into this Guaranty by reference with the same force
      and effect as though set forth herein in full.

     

    (i) The
      Administrative Agent is authorized to enforce this Guaranty on behalf of the
      Lenders.


    
      
                                                        F-1-16               


      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    In Witness Whereof,
      each of
      the undersigned has caused this U.S. Subsidiary Guaranty to be duly executed
      by
      an authorized representative as of this 11th day of January, 2007.

    


     

    
      	
                                                                                  DeVry
                University, Inc.

            
	
                                                                                  By:
                ____________________________________

                                                                                   Name:
                Richard M.
                Gunst

                                                                                  Title:
                Senior Vice President

            
	
                                                                                  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

            
	 


    

     

    


     

    
      
        Signature
          Page to U.S. Subsidiary Guaranty