0001104659-05-035421 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 1st, 2005 • Career Education Corp • Services-educational services • Delaware

This Amendment No. 1 to Rights Agreement (this “Amendment”), dated July 29, 2005, is between Career Education Corporation, a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, a Delaware limited liability company, as Rights Agent.

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