EXHIBIT 1 --------- AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G -------------------------------------------- Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on...Agreement as to Joint Filing of Schedule 13g • February 8th, 2013 • Citigroup Inc • National commercial banks
Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13G, and agrees that this Schedule 13G is filed on its behalf.
EXHIBIT 2 ---------Shareholders Agreement • February 8th, 2013 • Citigroup Inc • National commercial banks
Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee Master Fund") is a party to a Shareholders Agreement, dated as of October 7, 2009, by and among Education Management Corporation (the "Company"), Citigroup Employee Master Fund, funds associated with The Goldman Sachs Group, Inc., funds associated with Providence Equity Partners, funds associated with Leeds Equity Partners, funds associated with AlpInvest Partners N.V. and funds associated with Fisher Lynch Co-Investment Partnership, L.P., Ontario Teachers' Pension Plan Board and General Electric Pension Trust (the "Shareholders Agreement" and all such shareholders, collectively, the "Shareholder Agreement Parties").
