June 3, 2007Becker Douglas L • June 8th, 2007 • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.
January 28, 2007Becker Douglas L • March 26th, 2007 • Services-educational services • New York
Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
June 3, 2007Becker Douglas L • June 8th, 2007 • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007, from the undersigned to Parent.
January 28, 2007Becker Douglas L • March 26th, 2007 • Services-educational services • New York
Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • July 20th, 2007 • Becker Douglas L • Services-educational services • Maryland
AMENDMENT NO. 1 TO VOTING AGREEMENT, dated as of July 3, 2007 (this “Amendment No. 1”), by and among Wengen Alberta, Limited Partnership, a limited partnership organized under the laws of Alberta (“Parent”), Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11 (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Original Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • June 8th, 2007 • Becker Douglas L • Services-educational services • Maryland
VOTING AGREEMENT, dated as of June 3, 2007 (this “Agreement”), by and among Wengen Alberta, Limited Partnership, a limited partnership organized under the laws of Alberta (“Parent”), Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11 (each, a “Stockholder” and collectively, the “Stockholders”).
June 3, 2007Becker Douglas L • June 8th, 2007 • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc., a Maryland corporation (the “Company”), Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates in its entirety the letter agreement dated March 13, 2007 from the undersigned to Parent.
June 3, 2007Becker Douglas L • June 8th, 2007 • Services-educational services • New York
Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.
Agreement of Joint Filing Laureate Education, Inc.Becker Douglas L • March 26th, 2007 • Services-educational services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and that this Agreement be included as an Exhibit to such filing. The undersigned further agree that any and all amendments to such Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained in such Statement on Schedule 13D or in any such joint amendment thereto, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number o
AMENDED AND RESTATED INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 8th, 2007 • Becker Douglas L • Services-educational services • New York
This Amended and Restated Interim Investors Agreement (the “Agreement”) is made as of June 3, 2007 by and among Wengen Alberta, Limited Partnership (“Parent”) and the other parties appearing on the signature pages hereto (the “Investors”).
Agreement of Joint Filing Laureate Education, Inc.Becker Douglas L • July 20th, 2007 • Services-educational services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and that this Agreement be included as an Exhibit to such filing. The undersigned further agree that any and all amendments to such Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained in such Statement on Schedule 13D or in any such joint amendment thereto, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number o
MARGIN LOAN AGREEMENT Dated as of July 6, 2007 among L CURVE SUB INC. and M CURVE SUB INC. as Borrowers, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS CREDIT PARTNERS L.P. as Administrative Agent and Collateral Agent and CITICORP...Margin Loan Agreement • July 20th, 2007 • Becker Douglas L • Services-educational services • New York
WHEREAS, pursuant to the Amended and Restated Agreement and Plan of Merger (as in effect on the date hereof, without giving effect to any amendment or waiver thereof, the “Acquisition Agreement”), dated as of June 3, 2007, by and among Laureate Education, Inc., a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta limited partnership (together with its successors, “Holdings”) and L-Curve, the Borrowers have commenced an offer (the “Tender Offer”) to purchase for cash any and all of the issued and outstanding shares of common stock (the “Laureate Equity”) of Laureate Education Inc. (“Laureate”), and following the consummation of the Tender Offer, (i) M-Curve will merge with and into L-Curve and (ii) L-Curve will merge with and into Laureate (the “Merger”);
COOPERATION AGREEMENTCooperation Agreement • March 26th, 2007 • Becker Douglas L • Services-educational services • Maryland
This COOPERATION AGREEMENT (this “Agreement”), dated as of January 28, 2007, is entered into by and between Laureate Education, Inc., a Maryland corporation (the “Company”) and Douglas L. Becker (the “Executive”).
