EXECUTION COPYAmendment Agreement • September 10th, 2014 • Education Management Corporation • Services-educational services • New York
This AMENDMENT AGREEMENT, dated as of September 5, 2014 (this “Amendment Agreement”), among EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (“Parent”), EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS party hereto (together with Parent, Company and Holdings, the “Credit Parties”), the LENDERS party hereto (the “Consenting Lenders” and any other Lenders, the “Non-Consenting Lenders”) and U.S. BANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, as successor to BNP Paribas, “Administrative Agent”) and as collateral agent (in such capacity, as successor to BNP Paribas, “Collateral Agent” and together with Administrative Agent, collectively, “Agents”).
EXECUTION SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 10th, 2014 • Education Management Corporation • Services-educational services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of September 5, 2014, among Education Management LLC, a Delaware limited liability company (the “Company”), Education Management Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee (the “Trustee”).
EXECUTION COPY RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • September 10th, 2014 • Education Management Corporation • Services-educational services • New York
This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits attached hereto and in accordance with Section 2 hereof, this “Agreement”), is made and entered into as of September 4, 2014, by and among (i) Education Management Corporation (“Parent”); (ii) Education Management Holdings LLC (“Holdings”); (iii) Education Management LLC (“EM LLC”); (iv) Education Management Finance Corp. (“EDMC Finance” and together with EM LLC, the “Issuers”); (v) certain other subsidiaries of EM LLC party hereto (the “Subsidiary Guarantors” and together with each of the foregoing entities identified in sub-clauses (i) through (iv), the “Companies”); (vi) each of the undersigned Revolving Lenders (as defined in the Credit Agreement referred to below and such undersigned lenders in their capacity as Revolving Lenders, the “Consenting Revolving Lenders”); (vii) each of the undersigned holders of Term Loans (as defined in the Credit Agreement referred to below and such holders in their capacity as holders
