ContractEmployment Agreement • March 29th, 2005 • Lincoln Educational Services Corp • New Jersey
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 3, 2005, between LINCOLN EDUCATIONAL SERVICES CORPORATION, a New Jersey corporation (the “Company”), and Scott M. Shaw (the “Executive”).
Credit Agreement Dated as of February 15, 2005 among Lincoln Educational Services Corporation The Guarantors from time to time parties hereto, The Lenders from time to time parties hereto, and Harris Trust and Savings Bank, as Administrative AgentCredit Agreement • March 29th, 2005 • Lincoln Educational Services Corp • New York
This Credit Agreement is entered into as of February 15, 2005, by and among Lincoln Educational Services Corporation, a New Jersey corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Harris Trust and Savings Bank (“HTSB”), as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
STOCKHOLDERS’ AGREEMENT among LINCOLN TECHNICAL INSTITUTE, INC., BACK TO SCHOOL ACQUISITION, L.L.C., and FIVE MILE RIVER CAPITAL PARTNERS LLC Dated as of September 15, 1999Stockholders’ Agreement • March 29th, 2005 • Lincoln Educational Services Corp • New York
STOCKHOLDERS’ AGREEMENT, dated as of September 15, 1999 among LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation (the “Company”); BACK TO SCHOOL ACQUISITION, L.L.C., a Delaware limited liability company (“Stonington”); and FIVE MILE RIVER CAPITAL PARTNERS LLC, a Delaware limited liability company, formerly known as Hart/LTI, LLC (“FMRCP”).
Form ofStock Option Agreement • March 29th, 2005 • Lincoln Educational Services Corp • New York
STOCK OPTION AGREEMENT dated as of January 1, 2002 between LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation (the “Company”), and the other party signatory hereto (the “Participant”).
MANAGEMENT STOCKHOLDERS AGREEMENTManagement Stockholders Agreement • March 29th, 2005 • Lincoln Educational Services Corp • New York
MANAGEMENT STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of January 1, 2002, by and among LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation (the “Company”), the stockholders and the holders of Options under the Management Stock Option Plan (as such terms are defined below) listed on Schedule I hereto, as such Schedule 1 may be amended from time to time (collectively with their respective Permitted Transferees (as defined below), the “Management Investors” and BACK TO SCHOOL ACQUISITION L.L.C., a Delaware limited liability corporation (“Stonington”).
MANAGEMENT STOCK SUBSCRIPTION AGREEMENT By and Among LINCOLN TECHNICAL INSTITUTE, INC. And THE MANAGEMENT INVESTORS LISTED IN SCHEDULE I Dated as of January 1, 2002Management Stock Subscription Agreement • March 29th, 2005 • Lincoln Educational Services Corp • New York
MANAGEMENT STOCK SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of January 1, 2002, by and among Lincoln Technical Institute, Inc., a New Jersey corporation, (the “Company”), and the persons listed in Schedule I hereto, as such Schedule I may be amended from time to time (collectively, the “Management Investors” and each individually, a “Management Investor”).
Back to School Acquisition, L.L.C.Lincoln Educational Services Corp • March 29th, 2005
In the event that Hart Capital LLC or any of its affiliates or any investment vehicle sponsored by it (the “Purchaser”) elects to exercise the option to purchase any or all of the shares of Lincoln Technical Institute, Inc. (“LTI”) currently owned by P.J. Santangelo and James Santangelo, Back to School Acquisition LLC (“Stonington”) hereby agrees that, effective upon the exercise of such option, Stonington and its affiliates hereby waive their respective rights of first refusal with respect to such shares pursuant to Section 3.03 of the stockholders’ agreement among LTI, Stonington, P.J. Santangelo and James Santangelo and hereby consent to the transfer of such shares to the Purchaser, provided that the Purchaser agrees to be bound by the terms of such stockholders’ agreement.
