0000927016-02-004722 Sample Contracts

EMPLOYMENT AGREEMENT JULY 9, 2001
Employment Agreement • September 27th, 2002 • Education Management Corporation • Services-educational services • Pennsylvania

The parties to this Employment Agreement (this “Agreement”) are Education Management Corporation, a Pennsylvania corporation (the “Company”) and Michael C. Markovitz, Ph.D. (the “Executive”). The Executive is presently the Chairman of Argosy Education Group, Inc, an Illinois corporation (“Argosy”). As of the date this Agreement is signed, the Company, HAC Inc., an Illinois corporation and a wholly-owned subsidiary of the Company, and Argosy have entered into an Agreement and Plan of Merger pursuant to which Argosy will become a wholly-owned subsidiary of the Company, subject to the fulfillment of certain terms and conditions (the “Merger Agreement”). The parties wish to provide for the employment of the Executive as an officer of the Company and of the surviving company in the Merger from and after the date of the closing of the Company’s acquisition of Argosy pursuant to the Merger Agreement (the “Effective Date”). This Agreement will become operative solely upon the closing of the Me

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 27th, 2002 • Education Management Corporation • Services-educational services

This Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) is dated as of August 19, 2002, and is made by and among EDUCATION MANAGEMENT CORPORATION, (the “Borrower”), the BANKS under the Credit Agreement (as hereafter defined), NATIONAL CITY BANK OF PENNSYLVANIA (the “Agent”), as the Agent for the Banks and Issuing Bank, WACHOVIA BANK, as Syndication Agent, SUNTRUST BANK, as Syndication Agent, FLEET NATIONAL BANK, as Documentation Agent, and J.P. MORGAN CHASE BANK, as Documentation Agent.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 27th, 2002 • Education Management Corporation • Services-educational services

This First Amendment to Amended and Restated Credit Agreement (the “Amendment”) is dated as of February 15, 2002, and is made by and among EDUCATION MANAGEMENT CORPORATION, (the “Borrower”), the BANKS under the Credit Agreement (as hereafter defined), NATIONAL CITY BANK OF PENNSYLVANIA (the “Agent”), as the Agent for the Banks and Issuing Bank, FIRST UNION NATIONAL BANK, as Syndication Agent, SUNTRUST BANK, as Syndication Agent, FLEET NATIONAL BANK, as Documentation Agent, and THE CHASE MANHATTAN BANK, as Documentation Agent.

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