Promissory Note, dated as of December 11, 2018, by and between Adtalem and DeVry University, Inc

FOR VALUE RECEIVED, the undersigned, DeVry University, Inc. (“Debtor”), hereby promises to pay to Adtalem Global Education Inc. (“Payee”), to an account or accounts designated in writing by Payee, the principal sum of $10,000,000 together with interest thereon calculated in accordance with the provisions of this Promissory Note (as amended, amended and restated, supplemented or otherwise modified, this “Note”), in cash or currency of the United States of America.  This Note is delivered in connection with that certain Stock Purchase Agreement, dated as of December 4, 2017 (as amended or supplemented, the “Purchase Agreement”), by and between Payee and Cogswell Education, LLC (“Cogswell”).  Capitalized terms used but not defined in this Note have the meaning given to them in the Purchase Agreement.

1. Interest.  Interest shall accrue on the unpaid principal amount of this Note outstanding from time to time from and including the date hereof until the Maturity Date (as defined below) at a rate per annum equal to 4.00%.  Interest shall be due and payable annually in arrears on January 1 (with respect to the immediately preceding year) and on the Maturity Date, in like money to such account as Payee from time to time shall designate in writing. Debtor shall pay interest on this Note in cash to Payee in an aggregate amount equal to the accrued and unpaid interest on such date.  Interest shall be computed on the basis of the actual number of days elapsed over a year consisting of 365 days.

2. Principal Payments.  The principal amount of this Note plus all accrued but unpaid interest shall be payable in full on the earliest of (i) January 1, 2022, (ii) the date on which Cogswell or one of its Affiliates receives proceeds from the sale of (x) all or substantially all of the assets of the Debtor or the University or (y) at least a majority of the DVU Equity Interests, (iii) the date of the winding-up of Cogswell, the Debtor or the University, or (iv) the date on which this Note is earlier accelerated pursuant to Section 7 (the “Maturity Date”).  Also, Debtor shall have the right at any time and from time to time to prepay, in whole or in part, without premium or penalty, the unpaid principal amount of this Note and accrued interest on such amount.  Any such voluntary prepayments shall be applied first to reduce accrued but unpaid interest on the outstanding principal of this Note and then to reduce the outstanding principal amount of this Note.

3. Mandatory Principal Payments.  In addition to any payments required by Section 2, on January 1, 2020 and January 1, 2021, Debtor shall be required to pre-pay the Note in immediately available funds to such account as Payee from time to time shall designate in writing, by an amount equal to the net cash actually received by Debtor, Cogswell or their Affiliates with respect to the Federal Perkins Loan Program of the University (“Perkins Loan Proceeds”) during the immediately preceding twelve month period ending December 31 for each such period.  Any such mandatory prepayments shall be applied first to reduce accrued but unpaid interest on the outstanding principal of this Note and then to reduce the outstanding principal amount of this Note.

4. Payment Dates.  Notwithstanding anything contained herein to the contrary, in the event that any interest, principal or other payment is due on a date that is not a Business Day, then the payment shall be due on the first Business Day following such date.  For purposes of this Note, the term “Business Day” means any day other than a Saturday, Sunday, legal holiday or day on which banks in Chicago, Illinois are authorized or required by Law to be closed.

5. Representations and Warranties.  Each Party represents and warrants that as of the date of this Note, such Party (a) has the legal capacity and, if applicable, corporate power and authority to execute and deliver this Note and to perform all of its obligations under this Note, and (b) this Note has been duly executed and delivered by each Party and is the legal, valid, binding obligation of such Party, enforceable against such Party in accordance with its terms.

6. Event of Default.  The occurrence of any of the following events shall result in Debtor being in default under this Note (each, an “Event of Default”):

Promptly upon becoming aware of any Event of Default, and in any event within five Business Days, Debtor shall provide Payee written notice of the occurrence of such Event of Default.  Any Event of Default pursuant to Section 6(e) may be cured, so long as (i) Debtor has not been given notice of a breach of the same provision of this Note in the preceding 12 months and (ii) Debtor cures such breach within ten Business Days of the occurrence of such default.

8. Collateral.  As security for the prompt and complete payment when due of all of the obligations and liabilities of Debtor under this Note, Debtor hereby grants to Payee a lien on and security interest in all of its right, title and interest in, to and under all Accounts and all other rights to payment, in each case, solely with respect to the Perkins Loan Proceeds, whether such rights to payment constitute Accounts, Payment Intangibles or any other classification of property, or are evidenced in whole or in part by Instruments, Chattel Paper or Documents, whether now existing or hereafter from time to time acquired and wherever located (collectively, the “Collateral”).  As used herein, the following terms shall be defined terms having the meaning set forth for such terms in the Uniform Commercial Code as in effect in the State of Delaware:  “Account”, “Payment Intangibles”, “Instruments”, “Chattel Paper”, “Documents”.  For the avoidance of doubt, so long as an Event of Default is not continuing, any Perkins Loan Proceeds received by Debtor may be used by Debtor in connection with the operation of Debtor’s business.

9. Right of Set-off.  Debtor shall have the right (but not the obligation) to withhold and set off against any amounts due hereunder, the amount of Damages payable by Payee to any Buyer Indemnified Party, other than the DOE, under Section 9.02(a) of the Purchase Agreement, which amount shall be set off first by any unpaid interest amounts followed by any principal amounts outstanding hereunder until such time as this Note is paid in full by Debtor or the full amount of this Note, including all principal and interest, has been offset.  In the event of a dispute as to Seller’s Liability (including the amount of Damages) for a claim for indemnification under Section 9.02(a) of the Purchase Agreement, and Debtor notifies Payee in writing that Debtor elects to set off against any amounts due hereunder Damages related to such unresolved disputed claim (such disputed amount of Damages, the “Disputed Damages Amount”), any required payments under this Note (principal or interest) shall be suspended (and interest on such amount will stop accruing) up to the Disputed Damages Amount for the unresolved claim until Damages for such claim have been resolved.  If the indemnification claim or the amount of Damages is resolved in Payee’s favor (i.e. the amount of Damages as finally determined (the “Actual Damages Amount”) is less than the Disputed Damages Amount), Debtor will pay at the time such required payments are due, or if later, the time of such resolution, an amount equal to the Disputed Damages Amount less the Actual Damages Amount, plus interest accrued on such amount from the date of the suspension.  For the avoidance of doubt, (i) any undisputed Damages for a claim may be set off immediately against any amounts due hereunder and (ii) the Actual Damages Amount may be set off against any amounts due hereunder immediately following the final determination of such amount.

or to such other address or facsimile number as any Party will notify the other Parties (as provided above) from time to time.  All such notices, requests and other communications will be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication will be deemed not to have been received until the next succeeding Business Day in the place of receipt.

11. Note Register.  Debtor shall maintain a register of the holders of this Note as to both principal and stated interest and promptly reflect therein all transfers of this Note.  Any transferee of this Note shall notify Debtor of such transfer, and upon entry by Debtor of such transfer in the register described in the preceding sentence, succeed to all of the rights of Payee under this Note and shall be deemed to be Payee for all purposes of this Note as of the date of such transfer. Any purported transfer of this Note that does not comply with the foregoing shall be null and void and of no effect. Debtor may treat the registered Payee of this Note as he, she or it appears on Debtor’s books at any time as Payee for all purposes.

12. Successors and Assigns.  This Note shall bind Debtor and its successors and assigns, and the benefits of this Note shall inure to the benefit of Payee and his, her or its successors and assigns.  All references herein to the “Debtor” and “Payee” shall be deemed to apply to Debtor and Payee, respectively, and to their respective successors and permitted assigns.

13. Amendments and Waivers.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by Debtor and Payee, or in the case of a waiver, by the Party against whom the waiver is to be effective.  No failure or delay by Payee in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by Law.

14. Interest Rate Limitation.  Nothing contained in this Note or any transaction related to this Note, shall be construed or so operate as to require Debtor to pay interest at a greater rate than is now lawful or in such case to contract for, or to make any payment, or to do any act contrary to applicable law.

15. Waiver.  Debtor hereby waives presentment, demand, notice of nonpayment, protest, notice of protest, notice of dishonor and any and all other notices in connection with any default, or any enforcement of the obligations under this Note.  To the extent permitted by law, Debtor waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect.  No delay on the part of Payee in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

16. Cancellation.  After all principal, accrued interest, premium and all other amounts at any time owed on this Note have been paid in full, this Note shall be surrendered to Debtor for cancellation.

18. Severability.  If any term, provision, covenant or restriction of this Note is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.  Upon such a determination, the Parties will negotiate in good faith to modify this Note so as to affect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

IN WITNESS WHEREOF, Debtor has executed this Note as of the date first written above.