AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of February 13, 2007 among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT HOLDINGS LLC, CERTAIN SUBSIDIARIES OF EDUCATION MANAGEMENT HOLDINGS LLC, as Guarantors, THE DESIGNATED SUBSIDIARY...Credit and Guaranty Agreement • March 16th, 2007 • Education Management LLC • Services-educational services • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13, 2007, is entered into by and among EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party hereto from time to time (together with Company, “Borrowers”), the Lenders party hereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC (“Credit Suisse”), as Syndication Agent (in such capacity, “Syndication Agent”), and BNP PARIBAS (“BNP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2007 • Education Management LLC • Services-educational services • New York
EMPLOYMENT AGREEMENT, dated as of February 8, 2007 (the “Employment Agreement”), by and among Education Management LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), Todd S. Nelson (the “Executive”), and for the limited purpose set forth on the signature page hereto, Education Management Corporation, a Pennsylvania corporation and indirect parent of the Company (the “Parent”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
EDUCATION MANAGEMENT CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT (Performance-Vesting)Nonqualified Stock Option Agreement • March 16th, 2007 • Education Management LLC • Services-educational services • New York
THIS AGREEMENT (the “Agreement”), is made effective as of March 9, 2007 (the “Date of Grant”), between Education Management Corporation, a Pennsylvania corporation, and Todd S. Nelson (the “Participant”).
EDUCATION MANAGEMENT CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT (Time- Vesting)Nonqualified Stock Option Agreement • March 16th, 2007 • Education Management LLC • Services-educational services • New York
THIS AGREEMENT (the “Agreement”), is made effective as of March 9, 2007 (the “Date of Grant”), between Education Management Corporation, a Pennsylvania corporation, and Todd S. Nelson (the “Participant”).
Education Management Letterhead]Stock Option Agreement • March 16th, 2007 • Education Management LLC • Services-educational services
EDMC LETTERHEAD]Stock Purchase Agreement • April 5th, 2007 • Education Management LLC • Services-educational services
Education Management Letterhead]Stock Option Agreement • July 5th, 2007 • Education Management LLC • Services-educational services
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 26th, 2009 • Education Management LLC • Services-educational services • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of March 23, 2009 and is entered into by and among EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), GOLDMAN SACHS LENDING PARTNERS LLC (“GSLP”), J.P. MORGAN SECURITIES INC. (“JPMorgan”) and BNP PARIBAS SECURITIES CORP. (“BNPP SC”), as auction managers (in such capacity, “Auction Managers”), BNP PARIBAS (“BNP”), as Administrative Agent and Issuing Bank and, for purposes of Section V hereof, the GUARANTORS listed on the signature papers hereto, and the LENDERS listed on the signature papers hereto, and is made with reference to that certain AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of February 13, 2007 (as amended through the date hereof, the “Credit Agreement”) by and among Company, Holdings, the Guarantors, the Designated Subsidiary Borrowers party ther
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 5th, 2007 • Education Management LLC • Services-educational services • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment”) is made as of March 30, 2007 by and among Education Management Corporation, a Pennsylvania corporation (as successor by merger to EM Acquisition Corporation) (the “Company”), GS Capital Partners V Fund, L.P., a Delaware limited partnership (“GSCP”), GS Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted limited partnership (“GSCP Offshore”), GS Capital Partners V GmbH & Co. KG, a limited partnership formed under the laws of the Federal Republic of Germany (“GSCP Germany”), GS Capital Partners V Institutional, L.P., a Delaware limited partnership (“GSCP Institutional”, collectively with GSCP, GSCP Offshore and GSCP Germany, the “GSCP Parties”), Providence Equity Partners V L.P., a Delaware limited partnership (“Providence”), Providence Equity Partners V-A L.P., a Delaware limited partnership (“Providence-A”), Providence Equity Partners IV L.P., a Delaware limited partnership (“Providenc
WAIVER AND RELEASE OF CLAIMSEducation Management LLC • August 27th, 2009 • Services-educational services
EDMC LETTERHEAD]Education Management LLC • December 13th, 2006 • Services-educational services
