EXHIBIT 99.6
FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is
entered into as of September 6, 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, and (iii) Third Amendment to Assert Purchase Agreement, dated
as of September 5, 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 inserting the following sentence at the end of Section 6.7
thereof. "In addition, each of the Purchased Contracts listed on Schedule 2.1(d)
hereof as Customer Contracts Item 4 (Cadence) and Item 5
(PricewaterhouseCoopers) shall have been amended to provide that Buyer is not
obligated to provide facilities for delivery of services."; and
(b) By inserting new Section 6.10 (after Section 6.9 thereof) as
follows:
"6.10 Continuation of Certain Services. Buyer shall have obtained,
either by agreement with UUNet/MCI or pursuant to an order of the Bankruptcy
Court, continuation of the current datacom/telecom services from UUNet/MCI (on
terms and conditions satisfactory to Buyer) for a period of at least ninety (90)
days commencing on the Closing Date; provided, however, that in no event shall
Buyer assume or be responsible or liable for any Liabilities of Seller."
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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