1 EXHIBIT 10.5 CREDIT AGREEMENT DATED AS OF OCTOBER 8, 1996Credit Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
1 EXHIBIT 10.9 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of the 8th day of October, 1996, by and between The Phillip J. Markert Consulting Group, Inc., a Georgia corporation (the "Consultant") and...Consulting Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
NINTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • December 1st, 2000 • Edutrek Int Inc • Services-educational services • Georgia
FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • March 30th, 2000 • Edutrek Int Inc • Services-educational services • Georgia
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 27th, 2000 • Edutrek Int Inc • Services-educational services • Georgia
UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 1997 • Edutrek Int Inc • Services-educational services • New York
1 EXHIBIT 10.3 EDUTREK INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") made and entered into this _______ day of _____________ ______, 199___ by and between EduTrek International, Inc....Incentive Stock Option Agreement • June 20th, 1997 • Edutrek Int Inc
SEVENTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • August 22nd, 2000 • Edutrek Int Inc • Services-educational services • Georgia
ARTICLE IStock Purchase Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
EXHIBIT 10.6.1 FIRST AMENDMENT TO OFFICE LEASE ------------------------------- W9/WLA REAL ESTATE LIMITED PARTNERSHIP c/o Legacy Partners Commercial, Inc. 4041 MacArthur Boulevard, Suite 175 Newport Beach, California 92660 Date: September 4, 1998...Office Lease • March 31st, 1999 • Edutrek Int Inc • Services-educational services
RECITALSVoting Agreement • October 27th, 2000 • Edutrek Int Inc • Services-educational services • Georgia
EXHIBIT 10.7 THIS NOTE HAS BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933 (THE "FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS, INCLUDING PARAGRAPH (13)...Note Agreement • August 22nd, 2000 • Edutrek Int Inc • Services-educational services • Georgia
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of the 21 day of March, 1997, by and between Stephen G. Franklin, Sr. (the "Employee") and E Holdings, Inc., a Georgia corporation (the...Employment Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
1 EXHIBIT 10.12 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding, which is entered into the 24 day of January, 1996, is intended to provide a definition of terms which were used in the agreements as set forth below, which definitions shall...Memorandum of Understanding • June 20th, 1997 • Edutrek Int Inc
Exhibit 10.18 Lease: 1770 G Street Between American Intercontinental University, Inc., a Georgia Corporation (Tenant) and a District of Columbia limited partnership (Landlord) ------------------------------------- -------------------------------------...Lease Agreement • August 31st, 1998 • Edutrek Int Inc • Services-educational services • District of Columbia
EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of the 8th day of October, 1996, by and between Phillip Markert (the "Employee") and American-European Corporation, a Georgia corporation (the...Employment Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
3. OPTION PRICENon-Qualified Stock Option Agreement • June 20th, 1997 • Edutrek Int Inc
ARTICLE I. DEFINITIONSSecurity Agreement • November 15th, 1999 • Edutrek Int Inc • Services-educational services • Georgia
Execution CopyCredit Agreement • January 14th, 1999 • Edutrek Int Inc • Services-educational services • Georgia
EIGHTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • September 19th, 2000 • Edutrek Int Inc • Services-educational services • Georgia
EXHIBIT 10.5 CREDIT AGREEMENT dated as of March 25, 1999Credit Agreement • March 31st, 1999 • Edutrek Int Inc • Services-educational services • Georgia
Exhibit 10.17 - Lease: Embassy Row 500 Between EduTrek International, Inc., a Georgia corporation (Tenant) and a Maryland Corporation (Landlord) THIS LEASE (the "Lease") is made as of February 16, 1998 between CarrAmerica Realty Corporation (the...Lease Agreement • April 14th, 1998 • Edutrek Int Inc • Services-educational services • Georgia
FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • November 15th, 1999 • Edutrek Int Inc • Services-educational services • Georgia
ARTICLE 1 DEFINITIONSAgent Agreement • August 1st, 1997 • Edutrek Int Inc • Services-educational services • Georgia
SECTION ONE: DEFINITIONS 1.01 Adoption Agreement............................... ...............................................1 1.02 Basic Plan Document...... .......................................................................1 1.03 B...Basic Plan Document • February 20th, 1998 • Edutrek Int Inc • Services-educational services
RECITALSCombination Agreement • December 18th, 1997 • Edutrek Int Inc • Services-educational services • Georgia
1 2 and all related furniture, fixtures, equipment, supplies, textbooks, library books, computers, sewing machines, video equipment and other learning resources and related improvements and materials, in a "turn-key" condition, as specified in the...Agreement • June 20th, 1997 • Edutrek Int Inc
Exhibit 99.3 NOTE MODIFICATION AGREEMENT This Note Modification Agreement ("Agreement"), dated as of November 30, 2000, is by and among EDUTREK INTERNATIONAL, INC. (the "Company"), CAREER EDUCATION CORPORATION, a Delaware corporation ("Career"),...Note Modification Agreement • December 1st, 2000 • Edutrek Int Inc • Services-educational services • Georgia
1 EXHIBIT 10.16 THIS LICENSE AGREEMENT dated July 26, 1997. BETWEEN: ITI LEARNING SYSTEMS INC., a body corporate, incorporated under the laws of Delaware, USA (hereinafter referred to as "ITI") - and - AMERICAN EUROPEAN CORPORATION, a body corporate,...License Agreement • August 1st, 1997 • Edutrek Int Inc • Services-educational services • Nova Scotia
1 EXHIBIT 10.13 REGISTRATION AND ANTI-DILUTION RIGHTS AGREEMENT This Agreement is made and entered into this 8th day of October, 1996, by and between E HOLDINGS, INC. a Georgia corporation (hereinafter called the "Company"), and THE ROBINSON HUMPHREY...Registration and Anti-Dilution Rights Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
FIRST AMENDMENT TO SUBORDINATE LOAN AND WARRANT PURCHASE AGREEMENTSubordinate Loan and Warrant Purchase Agreement • August 1st, 1997 • Edutrek Int Inc • Services-educational services
1 EXHIBIT 10.6 SUBORDINATE LOAN AND WARRANT PURCHASE AGREEMENTSubordinate Loan and Warrant Purchase Agreement • June 20th, 1997 • Edutrek Int Inc • Texas
OPTION 1: [ ] This is the initial adoption of a profit sharing plan by the Employer. The Effective Date of this Plan is , 19 . NOTE: The effective date is usually the first day of the Plan Year in which this Adoption Agreement is signed. OPTION 2: [X]...Comprehensive Standardized 401(k) Profit Sharing Plan Adoption Agreement • February 20th, 1998 • Edutrek Int Inc • Services-educational services
1 EXHIBIT 10.14 ANTI-DILUTION RIGHTS AGREEMENT This Agreement is made and entered into this 8th day of October, 1996, by and between E HOLDINGS, INC. a Georgia corporation (hereinafter called the "Company"), and PHILLIP J. MARKERT (hereinafter called...Anti-Dilution Rights Agreement • June 20th, 1997 • Edutrek Int Inc • Georgia
Exhibit 10.10.1 THIS ARRANGEMENT is made and entered into as of the 1st day of September 1997 between (1) American European Middle East Corporation LLC (hereinafter referred to as "AEMEC" a limited liability company in the state of Georgia, United...Arrangement • August 31st, 1998 • Edutrek Int Inc • Services-educational services
