LAUREATE EDUCATION, INC. AND EACH OF THE GUARANTORS PARTY HERETO 9.250% SENIOR NOTES DUE 2019Indenture • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
INDENTURE dated as of July 25, 2012 among Laureate Education, Inc., a Maryland corporation (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee.
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
This Management Stockholder’s Agreement (as it may be amended, modified, restated or supplemented from time to time, this “Agreement”) is entered into as of [ ] among Laureate Education, Inc., a Maryland corporation (the “Company”), Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”), and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of November 13, 2012 Among LAUREATE EDUCATION, INC. and the Guarantors listed on the signature pages hereof and J.P. MORGAN SECURITIES LLC BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. BMO...Exchange and Registration Rights Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2012, by and among Laureate Education, Inc., a Maryland corporation (the “Issuer”) and the guarantors listed on the signature pages to this Agreement (the “Guarantors”), on the one hand, and J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of themselves and as representatives (the “Representatives”) of the several initial purchasers named in Schedule I hereto (collectively, the “Initial Purchasers”), on the other hand.
BLACKBOARD - LAUREATE SYSTEM WIDE MASTER AGREEMENTMaster Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services
This Master Agreement (“Agreement”), dated April 10, 2015 (the “Effective Date”), is made between Blackboard Inc., a Delaware corporation, with an address at 650 Massachusetts Ave., NW, 6th Floor, Washington, DC 20001-3796 (“Blackboard”), and Laureate Education Inc., with an office at 650 S. Exeter St., Baltimore, MD 21202 ( “Laureate”). Each of Blackboard and Laureate are referred to as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENTCredit Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services
STOCKHOLDER’S AGREEMENTStockholder Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
This Stockholder’s Agreement (as it may be amended, modified, restated or supplemented from time to time, this “Agreement”) is entered into as of [ ] among Laureate Education, Inc., a Maryland corporation (the “Company”), Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”) and the undersigned person (the “Stockholder”) (the Company, Parent and the Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
DEED OF PLEDGE OF RECEIVABLESDeed of Pledge of Receivables • November 20th, 2015 • Laureate Education, Inc. • Services-educational services
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2013 (this “Amendment”) is entered into by Laureate Education, Inc., a Maryland corporation (the “Parent Borrower”), Inciativas 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) and certain financial institutions listed on the signature pages hereto.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 18, 2013 (this “Amendment”) is entered into by Laureate Education, Inc., a Maryland corporation (the “Parent Borrower”), Inciativas 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) and certain financial institutions listed on the signature pages hereto.
2nd AMENDED AND RESTATED EXECUTIVE INTEREST SUBSCRIPTION AGREEMENTExecutive Interest Subscription Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Delaware
THIS 2nd AMENDED AND RESTATED EXECUTIVE INTEREST SUBSCRIPTION AGREEMENT (as it may be amended from time to time, this “Agreement”) is made as of August 31, 2010, by and between WENGEN ALBERTA, LIMITED PARTNERSHIP, an Alberta limited partnership (the “Company”), and the individual named on the signature page hereto (“Executive”);
ContractSupplemental Indenture • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 13, 2012, by and among Laureate Education, Inc., a Maryland corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
MASTER SERVICE AND CONFIDENTIALITY AGREEMENT by and between LAUREATE EDUCATION, INC. AND ACCENTURE LLPMaster Service and Confidentiality Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
This MASTER SERVICE AND CONFIDENTIALITY AGREEMENT (the “Agreement’), is made and entered into this April 28, 2014 (“Effective Date”) by and between Accenture LLP (hereinafter referred to as “Consultant”), an Illinois limited liability partnership with offices at 161 North Clark Street, Chicago, Illinois 60601, and Laureate Education, Inc. (hereinafter referred to as “Client”), a Maryland corporation with offices at 650 South Exeter St., Baltimore, MD 21202, and it defines the agreement between Client and Consultant for the Services that will be rendered by Consultant for Client pursuant hereto. Consultant and Client may be referred to each individually as “Party’’ or together as “Parties” in this Agreement.
PLEDGE AGREEMENTPledge Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
PLEDGE AGREEMENT dated as of August 17, 2007, among Laureate Education, Inc., a Maryland corporation (the “Parent Borrower”), each Subsidiary of the Parent Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Parent Borrower are referred to collectively as the “Pledgors”) and Goldman Sachs Credit Partners L.P., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (which, for the purposes of this Agreement, shall include (a) any Secured Party under and as defined in Credit Agreement and (b) any Credit Card Bank (as defined below)).
STOCK OPTION AGREEMENTStock Option Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
THIS AGREEMENT, dated as of (the “Grant Date”) is made by and between Laureate Education, Inc., a Maryland corporation (hereinafter referred to as “Laureate”), and the individual whose name is set forth on the signature page hereof, who is an Eligible Individual, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Laureate Education, Inc. 2013 Long-Term Incentive Plan (the “Plan”). You must return an executed copy of this Stock Option Agreement and the Management Stockholder’s Agreement and Sale Participation Agreement delivered to you with this Stock Option Agreement to the Company within 30 days of the date hereof. If you fail to do so, the Options may be forfeited, at the sole election of the Administrator.
JOINDER AGREEMENTJoinder Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS JOINDER AGREEMENT, dated as of December 22, 2011 (this “Agreement”), by and among MORGAN STANLEY SENlOR FUNDING, INC. (“MSSFI” or “New U.S. Revolving Credit Lender”), LAUREATE EDUCATION, INC., a Maryland corporation (the “Borrower”), and CITIBANK, N.A., as Administrative Agent and Collateral Agent.
JOINDER AGREEMENTJoinder Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS JOINDER AGREEMENT, dated as of December 22, 2011 (this “Agreement”), by and among BANK OF MONTREAL, CHICAGO BRANCH, a bank organized under the laws of Canada (the “New Term Loan Lender”), LAUREATE EDUCATION, INC., a Maryland corporation (the “Borrower”), and CITIBANK, N.A., as Administrative Agent and Collateral Agent.
JOINDER AGREEMENTJoinder Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS JOINDER AGREEMENT, dated as of December 16, 2013 (this “Agreement”), by and among the lenders party thereto (each a “New Term Loan Lender” and collectively the “New Term Loan Lenders”), LAUREATE EDUCATION, INC., a Maryland corporation (the “Borrower”), and CITIBANK N.A., as Administrative Agent.
laureate.netEmployment Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services
We would like to clarify certain terms of the employment offer letter, dated July 21, 2008 (the “Agreement”), between you and Laureate Education, Inc. (the “Company”), to reflect the parties’ original intent to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), as follows:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 3, 2013 (the “Amendment Effective Date”) is entered into by Laureate Education, Inc., a Maryland 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), Citigroup Global Markets Inc. (the “Lead Arranger”), KKR Capital Markets LLC (“KCM”) and J.P. Morgan Securities LLC (together with the Lead Arranger and KCM, the “Agents”) and certain financial institutions listed on the signature pages hereto.
AMENDED AND RESTATED COLLATERAL AGREEMENTCollateral Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
AMENDED AND RESTATED COLLATERAL AGREEMENT dated as of June 16, 2011 (the “Amended and Restated Collateral Agreement”), by and among Walden University, LLC, a Florida limited liability company (“Walden”), each other subsidiary of Laureate Education Inc., a Maryland corporation (the “Parent Borrower”), that becomes a party hereto pursuant to Section 8.13 hereof (each a “Title IV Grantor”, and collectively “Title IV Grantors”) and Goldman Sachs Credit Partners L.P. (“GSCP”), as Collateral Agent (in such capacity, and together with any successor or permitted assign, the “Collateral Agent”) under the Amended and Restated Credit Agreement (as defined below) for the benefit of the Secured Parties (which, for the purposes of this Amended and Restated Collateral Agreement, shall include (a) any Secured Party under and as defined in Credit Agreement and (b) any Credit Card Bank (as defined below)).
SECURITY AGREEMENTSecurity Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS SECURITY AGREEMENT dated as of August 17, 2007, among Laureate Education, Inc., a Maryland corporation (the “Parent Borrower”), each of the Subsidiaries of the Parent Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Parent Borrower are referred to collectively as the “Grantors”), and Goldman Sachs Credit Partners L.P. (“GSCP”), as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (which, for the purposes of this Agreement, shall include (a) any Secured Party under and as defined in Credit Agreement and (b) any Credit Card Bank (as defined below)).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 16, 2011 (this “Amendment”) is entered into by Laureate Education, Inc., a Maryland 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”), the other Credit Parties (as defined in the Existing Credit Agreement) party hereto, Goldman Sachs Credit Partners L.P., as Administrative Agent and Collateral Agent (in such capacities, the “Current Administrative Agent” and “Current Collateral Agent”, respectively and collectively the “Current Agent”), Citibank, N.A. as the arranger of the Transactions (the “Arranger”), the Letter of Credit Issuer (as defined in the Existing Credit Agreement), Goldman Sachs Credit Partners L.P., in its capacity as the Swingline Lender (as defined in the Existing Credit Agreement, the “Resigning Swingline Lender”) and certain financial institutions listed on the s
ContractMerger Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services
As you are aware, Laureate Education, Inc., a Maryland corporation (the “Company”) entered into an Amended and Restated Agreement and Plan of Merger dated as of June 3, 2007 (as further amended, supplemented, restated or otherwise modified from time to time (the “Merger Agreement”) among the Company, Wengen Alberta, Limited Partnership, an Alberta Canada limited partnership (‘Parent”), and L Curve Sub Inc., a Maryland corporation (“L Curve”), which agreement provides for the sale of the Company to Parent and for L Curve to merge with and into the Company, with the Company to be the surviving corporation of such merger (the “Transaction”). You and L Curve each hereby acknowledge and agree that, effective as of the closing of the Transaction, all obligations of L Curve under this letter agreement shall become the obligations of the Company, and therefore the Company shall be bound by all obligations of the Company set forth in this letter agreement
GUARANTEEGuarantee • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS GUARANTEE dated as of August 17, 2007, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors”), in favor of the Goldman Sachs Credit Partners L.P., as Collateral Agent under the Credit Agreement for the benefit of the Secured Parties.
FOREIGN OBLIGATIONS GUARANTEEForeign Obligations Guarantee • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS FOREIGN OBLIGATIONS GUARANTEE (the “Guarantee”), dated as of January 23, 2008, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Foreign Obligations Guarantors”), in favor of the Goldman Sachs Credit Partners L.P., as Collateral Agent under the Credit Agreement for the benefit of the Foreign Obligations Secured Parties.
JOINDER AGREEMENTJoinder Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS JOINDER AGREEMENT, dated as of April 23, 2013 (this “Agreement”), by and among the lenders party thereto (each an “Additional Term Loan Lender” and collectively the “Additional Term Loan Lenders”), LAUREATE EDUCATION, INC., a Maryland corporation (the “Borrower”), and CITIBANK N.A., as Administrative Agent.
JOINDER AGREEMENTJoinder Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS JOINDER AGREEMENT, dated as of January 18, 2013 (this “Agreement”), by and among the lenders party thereto (each a “New Term Loan Lender” and collectively the “New Term Loan Lenders”), LAUREATE EDUCATION, INC., a Maryland corporation (the “Borrower”), and CITIBANK N.A., as Administrative Agent.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 17, 2007 and Amended and Restated as of June 16, 2011 among LAUREATE EDUCATION, INC. as the Parent Borrower, INICIATIVAS CULTURALES DE ESPAÑA S.L. as the Foreign Subsidiary Borrower, The Several...Credit Agreement • November 20th, 2015 • 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 Maryland 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).
RESTRICTED STOCK AGREEMENT LAUREATE EDUCATION, INC. 2007 STOCK INCENTIVE PLAN GRANTEE: EILIF SERCK-HANSSEN NO. OF AWARD SHARES: 50,000Restricted Stock Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
This Agreement (the “Agreement”) evidences the award of 50,000 shares of restricted stock (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Laureate Education, Inc., a Maryland corporation (“Laureate”), granted to you, Eilif Serck-Hanssen (the “Grantee”), effective as of August 5 , 2008 (the “Grant Date”), pursuant to the Laureate Education, Inc. 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement. You must return an executed copy of this Restricted Stock Agreement to the Company within 30 days of the date hereof. If you fail to do so, the Award Shares will be forfeited to the Company.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO THE U.S. OBLIGATIONS SECURITY AGREEMENT AND THECredit Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 7, 2015 (this “Amendment”) is entered into by Laureate Education, Inc., a Maryland 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.
SUPPORT SERVICES AGREEMENTSupport Services Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
This Support Services Agreement (the “Agreement”) is dated as of October 1 , 2014 (the “Effective Date”), by and between Santa Fe University of Art and Design, LLC, a limited liability company (“Institution”), and Laureate Education, Inc., a Maryland corporation (“Laureate”). Each party hereto shall be referred to as a “Party”, and collectively, as the “Parties”.
FOREIGN OBLIGATIONS GUARANTEEForeign Obligations Guarantee • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • New York
THIS FOREIGN OBLIGATIONS GUARANTEE (the “Guarantee”), dated as of January 23, 2008, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Foreign Obligations Guarantors”), in favor of the Goldman Sachs Credit Partners L.P., as Collateral Agent under the Credit Agreement for the benefit of the Foreign Obligations Secured Parties.
STOCK OPTION AGREEMENTStock Option Agreement • November 20th, 2015 • Laureate Education, Inc. • Services-educational services • Maryland
THIS AGREEMENT, dated as of (the “Grant Date”) is made by and between Laureate Education, Inc., a Maryland corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or any other Service Recipient, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries (the “Plan”). You must return an executed copy of this Stock Option Agreement to the Company within 30 days of the date hereof. If you fail to do so, the Options may be forfeited to the Company, at the sole election of the Administrator.
