Exhibit 10.1


 


AMENDMENT NO. 1


 


TO


 


RIGHTS AGREEMENT


 


This Amendment No. 1 to Rights Agreement (this “Amendment”), dated July 29, 2005, is
between Career Education Corporation, a Delaware corporation (the “Company”), and Computershare Investor
Services, LLC, a Delaware limited liability company, as Rights Agent.


 


RECITALS:


 


WHEREAS, the Company
entered into that certain Rights Agreement dated May 28, 2002, between the
Company and Computershare Investor Services, LLC, as Rights Agent (the “Rights Agreement”); and


 


WHEREAS, the Board
of Directors of the Company, having determined its actions to be in the best
interests of the Company, has authorized this Amendment to the Rights Agreement
by resolution (reference is made to that certain Secretary’s Certificate attached
hereto as Exhibit A) to allow the Rights Agreement and the Rights
created thereunder to expire as of the Close of Business on August 15,
2005 (the “Final Expiration Date”).


 


NOW, THEREFORE, in
consideration of the promises and the mutual agreements herein set forth, the
parties hereto agree as follows:


 


1.             Capitalized Terms: Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Rights
Agreement.


 


2.             Amendments:


 


(a)           The
definition of “Final Expiration Date” in Section 1 of the Rights Agreement
is hereby amended to read in its entirety as follows:


 


“ Final Expiration Date “ shall mean the Close of Business on August 15,
2005.


 


(b)           Section 7(a)(i) of
the Rights Agreement is hereby amended to read in its entirety as follows:


 


“the close of business on August 15, 2005 (the “Final Expiration Date”),”


 


3.             No Triggering Event: The Company hereby
represents and warrants that, to its knowledge, there has not been a Triggering
Event within the meaning of Section 1(p) of the Rights Agreement, nor is
the Company aware of any circumstances that could reasonably result in a
Triggering Event before the Termination Date.


 





















 


4.             Survival: The parties hereto agree and
acknowledge that the expiration of the Rights Agreement and the Rights created
thereunder will not affect the provisions of the Rights Agreement that survive
such expiration, including, without limitation, the provisions in Section 18
of the Rights Agreement, and will not limit either party’s ability to pursue
remedies at law or equity.


 


5.             Entire Agreement: The Rights Agreement
as amended by this Amendment embodies the entire agreement and understanding of
the parties hereto and supersedes all prior agreements and understandings of
the parties.  The Rights Agreement as
amended by this Amendment shall remain in full force and effect, and all rights
and power created hereby or thereunder are in all respects ratified and
confirmed and shall remain in full force and effect.


 


6.             Severability: If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.


 


7.             Governing Law: This Amendment shall be
deemed to be a contract made under the laws of the State of Delaware and for
all purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts to be made and performed entirely within
such State.


 


8.             Counterparts: This Amendment may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


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blank.


Signature page follows]


 





















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and attested,
all as of the day and year first above written.


 


 


	
  Attest:

  	
  CAREER EDUCATION CORPORATION

  
	
   

  	
   

  
	
  By:

  	
  /s/ Natalie Dove

  	
   

  	
  By:

  	
  /s/ Janice L. Block

  	
   

  
	
  Name: Natalie Dove

  	
  Name: Janice L. Block

  
	
  Title: Administrative Assistant

  	
  Title: Senior Vice President, General Counsel

  and Corporate Secretary

  
	
   

  	
   

  
	
  Attest:

  	
  COMPUTERSHARE INVESTOR

  SERVICES, LLC, as Rights Agent

  
	
   

  	
   

  
	
  By:

  	
  /s/ Howard McCarty

  	
   

  	
  By:

  	
  /s/ Blanche Hurt

  	
   

  
	
  Name: Howard McCarty

  	
  Name: Blanche Hurt

  
	
  Title: Senior Compliance Officer

  	
  Title: Chief Compliance Officer