EXHIBIT 99.7
FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is
entered into as of September 17, 2001, by and between SYLVAN LEARNING SYSTEMS,
INC., a Maryland corporation ("Buyer"), and CALIBER LEARNING NETWORK, INC., a
Maryland corporation ("Seller").
WHEREAS, Buyer and Seller are parties to that certain Asset Purchase
Agreement dated as of August 13, 2001 (the "Asset Purchase Agreement"), as
amended by that certain (i) Amendment to Asset Purchase Agreement, dated as of
August 23, 2001, (ii) Second Amendment to Asset Purchase Agreement, dated as of
September 4, 2001, (iii) Third Amendment to Asset Purchase Agreement, dated as
of September 5, 2001, and (iv) Fourth Amendment to Asset Purchase Agreement
dated as of September 6, 2001, pursuant to which Seller has agreed to sell to
Buyer, and Buyer has agreed to purchase, the "Purchased Assets" (as defined
therein; all capitalized terms used herein shall have the respective meanings
set forth in the Asset Purchase Agreement), on the terms and subject to the
conditions set forth therein.
NOW THEREFORE, in consideration of the foregoing recitals, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. AMENDMENT TO ASSET PURCHASE AGREEMENT. The Asset Purchase Agreement, as
previously amended, is hereby further amended as follows:
(a) By deleting the reference to "September 10, 2001" in Section 6.8
thereof, as amended, and substituting, in lieu thereof, "September 26, 2001";
(b) By deleting each of the references to "September 12, 2001" in
Sections 9.1 and 10.1(b) thereof, as amended, and substituting, in lieu thereof,
"September 28, 2001."
2. CONTINUED EFFECT. The Asset Purchase Agreement, as amended by this
Amendment, shall continue in full force and effect in accordance with its terms.
3. MISCELLANEOUS. This Amendment shall be binding upon, and shall inure to
the benefit of, each of the parties hereto, and their respective successors and
assigns. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth above.
WITNESS/ATTEST: SYLVAN LEARNING SYSTEMS, INC.
By: /s/ XXXX X. XXXXXXX (SEAL)
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Name: Xxxx X. Xxxxxxx
Title: Vice President, Corporate
Finance, Interim Chief
Financial Officer
CALIBER LEARNING NETWORK, INC.,
as debtor in possession
By: /s/ XXXX X. XXXXXX (SEAL)
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Name: Xxxx X. Xxxxxx
Title: President, Chief Financial
Officer
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