EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND BETWEEN EM ACQUISITION CORPORATIONAgreement and Plan of Merger • March 9th, 2006 • Education Management Corporation • Services-educational services • New York
Exhibit 4.02 EMC HOLDINGS, INC. (a Delaware corporation) STOCKHOLDERS AGREEMENTStockholders Agreement • October 1st, 1996 • Education Management Corporation • Services-educational services • Delaware
1 Exhibit 1.01 Draft of 10/25/96 4,530,000 SHARES EDUCATION MANAGEMENT CORPORATION COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 1996 • Education Management Corporation • Services-educational services • New York
August 9, 1996Letter Agreement • October 1st, 1996 • Education Management Corporation • Services-educational services
1 Exhibit 4.16 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 1st, 1996 • Education Management Corporation • Services-educational services
Exhibit 10.25 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 1998Credit Agreement • September 28th, 1998 • Education Management Corporation • Services-educational services
AGREEMENTAgreement • September 29th, 2003 • Education Management Corporation • Services-educational services • Pennsylvania
RECITALS:Credit Agreement • May 15th, 2000 • Education Management Corporation • Services-educational services
ANDRights Agreement • September 29th, 1997 • Education Management Corporation • Services-educational services • Pennsylvania
AGREEMENT April 30, 1997Agreement • May 13th, 1997 • Education Management Corporation • Services-educational services • Pennsylvania
1 EXHIBIT 4.08 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 1999Credit Agreement • September 28th, 1999 • Education Management Corporation • Services-educational services
WITNESSETH:Restricted Stock Award Agreement • September 29th, 2003 • Education Management Corporation • Services-educational services • Pennsylvania
WITNESSETH:Credit Agreement • September 29th, 1997 • Education Management Corporation • Services-educational services
1 Exhibit 1.01 [2,932,766] SHARES EDUCATION MANAGEMENT CORPORATION COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENTEducation Management Corporation • October 21st, 1997 • Services-educational services • New York
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • November 15th, 1999 • Education Management Corporation • Services-educational services
EXHIBIT 10.10 EMPLOYMENT AGREEMENT WITH [NAME](1) September 8, 1999(2) The parties to this Employment Agreement (this "Agreement") are Education Management Corporation, a Pennsylvania corporation (the "Company"), and [Name] (the "Executive"). The...Employment Agreement • September 28th, 1999 • Education Management Corporation • Services-educational services • Pennsylvania
EDUCATION MANAGEMENT LLC AND EDUCATION MANAGEMENT FINANCE CORP. Senior Cash Pay/PIK Notes Due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2013 • Education Management Corporation • Services-educational services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of the date hereof by and among Education Management LLC, a Delaware limited liability company, and Education Management Finance Corp., a Delaware corporation wholly owned by Education Management LLC (the “Co-Issuer” and together with Education Management LLC, the “Issuers”), the Guarantors (as defined below) and Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each a “Dealer Manager” and, collectively, the "Dealer Managers"), each of whom has acted as a dealer manager in connection with the Issuers’ offer to exchange that commenced on February 1, 2013 (the “Exchange Offer”) (i) their Senior Cash Pay/PIK Notes Due 2018 (such Senior Cash Pay/PIK Notes due 2018 issued pursuant to the Exchange Offer, together with any PIK Notes (as defined in the Indenture) issued in respect thereof, the “Initial Securities”), to be unconditionally guaranteed (the "Guarantee
WITNESSETH:Credit Agreement • October 1st, 1996 • Education Management Corporation • Services-educational services
EXHIBIT 10.09 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH ROBERT B. KNUTSON SEPTEMBER 8, 1999 The parties to this Third Amended and Restated Employment Agreement (this "Agreement") are Education Management Corporation, a Pennsylvania...Employment Agreement • September 28th, 1999 • Education Management Corporation • Services-educational services • Pennsylvania
EXHIBIT 4.01 CREDIT AGREEMENTCredit Agreement • May 15th, 2000 • Education Management Corporation • Services-educational services
Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated as of March 3, 2006 ("Amendment No. 2"), to the Rights Agreement (the "Rights Agreement"), dated as of October 1, 1996, between Education Management Corporation, a Pennsylvania...Rights Agreement • March 9th, 2006 • Education Management Corporation • Services-educational services • Pennsylvania
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Education Management Corporation • Services-educational services
EXHIBIT 4.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 17th, 2003 • Education Management Corporation • Services-educational services
EXHIBIT 10.10 FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH ROBERT B. KNUTSON August 5, 2003 The parties to this Fourth Amended and Restated Employment Agreement (this "Agreement") are Education Management Corporation, a Pennsylvania...Employment Agreement • September 29th, 2003 • Education Management Corporation • Services-educational services • Pennsylvania
COMMON STOCK REGISTRATION RIGHTS AGREEMENTCommon Stock Registration Rights Agreement • September 29th, 1997 • Education Management Corporation • Services-educational services • Pennsylvania
WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 29th, 2003 • Education Management Corporation • Services-educational services
EXHIBIT 10.14 EMPLOYMENT AGREEMENT WITH J. WILLIAM BROOKSEmployment Agreement • September 29th, 2003 • Education Management Corporation • Services-educational services • Pennsylvania
BY AND AMONGStock Purchase Agreement • September 17th, 2003 • Education Management Corporation • Services-educational services • Pennsylvania
Education Management Corporation Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • February 23rd, 2009 • Education Management Corporation • Services-educational services • New York
Goldman, Sachs & Co., As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004
RECITALS:Credit Agreement • September 29th, 2003 • Education Management Corporation • Services-educational services
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2010 • Education Management Corporation • Services-educational services • New York
EMPLOYMENT AGREEMENT, dated as of April 23, 2007 (this “Employment Agreement”), by and between Education Management LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), and Roberta Troike (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
1 EXHIBIT 10.19 AMENDMENT TO AGREEMENT AND LEASE (Jackman Building) THIS AMENDMENT to AGREEMENT AND LEASE is entered into as of the 1st day of March, 1980 between STABILE & ASSOCIATES, a Pennsylvania limited partnership, (the "Landlord") and EDUCATION...Agreement and Lease • October 1st, 1996 • Education Management Corporation • Services-educational services
2 - 3 or director of such Person) is a member, director or officer, the spouse of such Person (or of any officer or director of such Person), either parent of such Person (or of any officer or director of such Person) or of such Person's spouse (or of...Subscription and Repurchase Agreement • October 1st, 1996 • Education Management Corporation • Services-educational services • Pennsylvania
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2013 • Education Management Corporation • Services-educational services • New York
EMPLOYMENT AGREEMENT, dated as of August 27, 2013 (the “Employment Agreement”), by and between Education Management LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), and Mick J. Beekhuizen (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
EDUCATION MANAGEMENT CORPORATION EXECUTIVE STOCK OPTION AGREEMENTExecutive Stock Option Agreement • November 8th, 2012 • Education Management Corporation • Services-educational services • New York
THIS AGREEMENT (the “Agreement”), is entered into and made effective as of October 2, 2012 (the “Grant Date”), between Education Management Corporation, a Pennsylvania corporation (the “Company”), and the participant set forth on the signature page hereto (the “Grantee” and together with the Company, the “Parties”):
