<PAGE>152
EXHIBIT 4(c)
WAIVER DATED AS OF JUNE 9, 2004
This Waiver ("Waiver")
is entered into as of
June 9,
2004, 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"), the lenders 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.
W I T N E S S E T H:
WHEREAS, the
Borrowers,
the Lenders and Bank of
America, N.A., as Administration Agent,
Swing Line Lender and L/C
Issuer are parties to that certain Credit
Agreement, dated as
of
May 16, 2003 (the "Credit Agreement") (terms
defined in the
Credit Agreement shall have the same respective
meanings when
used herein);
WHEREAS, DeVry has requested that the Lenders waive as
of June 30, 2003 compliance by DeVry
with the DOE Ratio, all as
more fully hereinafter set forth; and
WHEREAS, the Lenders
are willing to grant such waiver
on the terms and conditions contained
herein;
NOW, THEREFORE, in
consideration of the premises, the
mutual covenants herein contained and other good
and valuable
consideration (the receipt, adequacy and
sufficiency of which
is
hereby acknowledged), the parties hereto,
intending legally to be
bound, hereby agree as follows:
ARTICLE I
WAIVER
------
The Lenders
hereby waive, as of June 30, 2003,
compliance by DeVry with the DOE Ratio set
forth in Section
7.15(d) of the Credit Agreement, it being
understood that
such
waiver is limited precisely to its terms
and shall not constitute
a waiver of any other term or provision of
the Loan Documents.
ARTICLE II
GENERAL
-------
2.1 Each Borrower
hereby represents and warrants to the
Administrative Agent and the Lenders that
no Default or Event
of
Default has occurred and is continuing
which will not be cured by
this Waiver becoming effective.
2.2 This Waiver may be
executed in any number of counterparts
(each of which shall be deemed an original,
but all such
counterparts together shall constitute but
one and the same
instrument) and shall become effective as
of the date hereof upon
receipt by the Administrative Agent of
counterparts hereof
executed by the Borrowers and the Required
Lenders.
2.3 As modified by
this Waiver, the Loan Documents shall re
