CREDIT AND GUARANTY AGREEMENT dated as of June 1, 2006 among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT HOLDINGS LLC, CERTAIN SUBSIDIARIES OF EDUCATION MANAGEMENT HOLDINGS LLC, as Guarantors, THE DESIGNATED SUBSIDIARY BORROWERS REFERRED TO HEREIN,...Credit and Guaranty Agreement • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of June 1, 2006, 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”), 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”), and MERRILL LYNCH CAPITAL CORPORATION (“MLCC”) and BANK OF AMERICA N.A. (“Bank of America”), as Documentation Agents (in such capacity, “Documentation Agents”).
EMPLOYMENT AGREEMENT WITH JOHN T. SOUTH, III July 14, 2003Employment Agreement • November 24th, 2006 • AID Restaurant, Inc. • Services-educational services • Pennsylvania
The parties to this Employment Agreement (this “Agreement”) are Education Management Corporation, a Pennsylvania corporation (the “Company”) and John T. South, III (the “Executive”). The Executive is presently the Chancellor of South University, Inc., a Georgia corporation. The Company, South University, Inc., Higher Education Services, Inc. and the Executive have entered into a Stock Purchase Agreement pursuant to which the Company shall purchase all of the issued and outstanding shares of capital stock of South University, Inc. and Higher Education Services, Inc., subject to the fulfillment of certain terms and conditions (the “Purchase Agreement”). The parties wish to provide for the continued employment of the Executive as Chancellor of South University, Inc. and as an executive officer of the Company from and after the date of the closing of the Company’s acquisition of South University, Inc. and Higher Education Services, Inc. pursuant to the Purchase Agreement (the “Effective Da
PLEDGE AND SECURITY AGREEMENT dated as of June 1, 2006 between EACH OF THE GRANTORS PARTY HERETO and BNP PARIBAS, as Collateral AgentPledge and Security Agreement • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2006 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and BNP PARIBAS (“BNP”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
TRADEMARK ASSIGNMENTTrademark Assignment • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services
This TRADEMARK ASSIGNMENT (the “Agreement”) is effective as of June 1, 2006 (the “Effective Date”), among Education Management Corporation, a Pennsylvania corporation (“EDMC”), American Educations Centers, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of EDMC (“AEC”), and Education Management LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of EDMC (“EM LLC”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of June 1, 2006 by and among EM Acquisition Corporation, a Pennsylvania corporation (“Merger Co” or the “Company”), and each of the undersigned purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) who are subscribing hereby to purchase shares of Common Stock, par value $0.01 per share, of Merger Co (the “Common Stock”).
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among EDUCATION MANAGEMENT CORPORATION, GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., GS CAPITAL PARTNERS V GmbH & Co. KG, GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.,...Shareholders’ Agreement • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services • New York
This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of October 30, 2006 by and among Education Management Corporation, a Pennsylvania 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 (“Providence-IV”), Providence Equity Operating Partners IV L.P., a Delaware limited
COPYRIGHT SECURITY AGREEMENT (Copyright Registrations and Exclusive Copyright Licenses)Copyright Security Agreement • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services
WHEREAS, the Company, Education Management Holdings LLC (“Holdings”), Certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, Credit Suisse Securities (USA) LLC, as Syndication Agent, and BNP Paribas, as Administrative Agent and as Collateral Agent, and Merrill Lynch Corporation and Bank of America, N.A. as Documentation Agents are parties to a Credit Agreement dated as of June 1, 2006 (as amended from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined); and
MANAGEMENT AGREEMENTManagement Agreement • November 8th, 2006 • AID Restaurant, Inc. • Services-educational services • New York
THIS MANAGEMENT AGREEMENT is entered into as of June 1, 2006 (this “Agreement”), by and among EM Acquisition Corporation, a Pennsylvania corporation (“Merger Co”), Education Management LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Merger Co (“EM LLC”) (EM LLC, together with Merger Co, the “Company”), Goldman, Sachs & Co. (“GS”) and Providence Equity Partners Inc. (“Providence”) (each of GS and Providence, together with any other entity that may become an advisor to the Company hereunder in accordance with the terms hereof, an “Advisor” and collectively, “Advisors”).
