STOCKHOLDERS AGREEMENT OF LAUREATE EDUCATION, INC.Stockholders Agreement • December 15th, 2016 • Laureate Education, Inc. • Services-educational services • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2016 • Laureate Education, Inc. • Services-educational services • Delaware
This REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of December , 2016, by and among Laureate Education, Inc., a public benefit corporation organized and existing under the laws of the State of Delaware (the “Corporation”), each of the Persons set forth on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”), Douglas L. Becker (“DLB”) and Wengen Alberta, Limited Partnership, a limited partnership under the laws of the Province of Alberta (the “Sponsor”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Section 1. The Corporation and the other parties hereto are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 15th, 2016 • Laureate Education, Inc. • Services-educational services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 17, 2007 and amended and restated as of June 16, 2011, among Laureate Education, Inc., a MarylandDelaware public benefit corporation (the “Parent Borrower”), Iniciativas Culturales de España S.L., a Spanish limited liability company (the “Foreign Subsidiary Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and Goldman Sachs Credit Partners L.P. (“GSCP”), as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 15th, 2016 • Laureate Education, Inc. • Services-educational services • Delaware
This SUBSCRIPTION AGREEMENT, dated as of December 4, 2016 (this “Agreement”), is made by and among LAUREATE EDUCATION, INC., a public benefit corporation organized under the laws of Delaware (the “Company”), Macquarie Sierra Investment Holdings Inc., a Delaware corporation (“Macquarie”), each of the other Persons listed on Schedule A hereto (together with Macquarie, the “Non-Wengen Investors”) and the Current Stockholders (as defined herein) listed on Schedule B hereto (such Current Stockholders, together with the Non-Wengen Investors, the “Investors”).
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 15th, 2016 • Laureate Education, Inc. • Services-educational services • New York
This SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 7, 2016 (this “Amendment”) is entered into by Laureate Education, Inc., a Delaware public benefit corporation (the “Parent Borrower”), Iniciativas Culturales de España S.L., a Spanish limited liability company (the “Foreign Subsidiary Borrower”, together with the Parent Borrower, the “Borrowers”), Citibank, N.A. as successor Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively), the other parties hereto and certain financial institutions listed on the signature pages hereto.
