EXHIBIT 99.3
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is entered
into as of August 23, 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"), 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;
WHEREAS, Section 6.9 of the Asset Purchase Agreement currently provides
that Buyer's obligation to purchase the Purchased Assets is subject to Buyer's
satisfactory completion of its Due Diligence Review, and that Buyer will be
deemed to have irrevocably waived such condition unless Buyer gives written
notice to Seller that the Due Diligence Review is not satisfactory to Buyer at
or before 11:59 p.m. on August 24, 2001; and
WHEREAS, Buyer has been diligently conducting the Due Diligence Review, and
Seller and Buyer have agreed that Buyer needs additional time to finish such
review, and consequently, Buyer and Seller have agreed to execute this
Amendment.
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 is
hereby amended as follows:
(a) By deleting each of the references to "August 24, 2001" in Sections
5.3 and 6.9 thereof, and substituting, in lieu thereof, "September 4, 2001";
(b) By deleting the reference to "August 25, 2001" in Section
10.1(c)(iii) thereof, and substituting, in lieu thereof, "September 5, 2001";
and
(c) By deleting the reference to "August 27, 2001" in Schedule 2.1(d)
thereof, and substituting, in lieu thereof, "September 5, 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/ XXXXXX X. XXXXX (SEAL)
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
CALIBER LEARNING NETWORK, INC.,
as debtor in possession
---------------------------------- By: /s/ XXXX X. XXXXXX (SEAL)
--------------------------------
Name: Xxxx Xxxxxx
Title: President and
Chief Executive Officer
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