ARTICLE I

GENERAL

ARTICLE II

VOTING

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

ARTICLE IV

OTHER COVENANTS

ARTICLE V

MISCELLANEOUS

1. EFFECTIVENESS; DEFINITIONS.

2. AGREEMENTS AMONG THE INVESTORS.

3. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings:

4. MISCELLANEOUS.

(d) Such Undersigned Individual is an “accredited investor” as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended. Such Undersigned Individual further agrees to furnish any additional information requested by Parent to ensure compliance with applicable Federal, state and non-U.S. securities laws in connection with the purchase and sale of the shares of Common Stock.

(e) Such Undersigned Individual agrees and acknowledges that: (i) there are no representations or warranties by the Parent or any other Person relating to Parent or the transactions contemplated hereby other than those expressly set forth in this letter agreement; and (ii) such Undersigned Individual has not relied and will not rely in respect of this letter agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it, other than this letter agreement, including the exhibits hereto. Neither Parent nor any other Person will have or be subject to any liability to such Undersigned Individual or any other Person resulting from the distribution to such Undersigned Individual, or such Undersigned Individual’s use of, any information not contained in this letter agreement.

4.4. Rule 14e-5. Each Stockholder covenants to comply in all respects with Rule 14e-5 promulgated under the Exchange Act (notwithstanding whether it would be subject to the terms of such Rule pursuant to its terms).

1.1. Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.1, 1.2, 2.4, 2.6(d), 2.8, 2.10, the proviso of 2.11(c), 3 and 4) upon the earliest of (i) the date on which Merger Sub purchases shares of the Company’s common stock pursuant to the Offer (the “Share Purchase Date”) and (ii) the termination of the Merger Agreement; provided that (x) the provisions of Sections 2.6(a) and (b) shall survive, with respect to rollover commitments, until the closing of the Merger, but any action specified therein to be taken by the Requisite Investors shall, from and after the Share Purchase Date, be taken by the board of directors of the general partner on behalf of Parent and (y) any liability for failure to comply with the terms of this Agreement shall survive such termination.

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. Certain of those definitions are set forth in Section 3 hereof. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement.

2.1. Authority of Parent. The Requisite Investors may cause Parent to take any action, subject to compliance with this Agreement, permitted under this Agreement, and, except as otherwise explicitly set forth herein, Parent shall take only those actions approved in writing by the Requisite Investors.

2.2. Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to the Offer specified in Annex A of the Merger Agreement (the “Offer Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any of the Offer Conditions, amending or modifying the Merger Agreement, determining to consummate or extend the Offer and accept shares of Common Stock for payment under the Offer, and designating members for appointment to the board of directors of the Company pursuant to Section 1A.3 of the Merger Agreement; provided, however, that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s consent. Parent shall not, and the Investors shall not permit Parent to, determine that Offer Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Offer Condition, amend or modify the Merger Agreement or determine to extend the Offer or accept shares of Common Stock for payment under the Offer, or take any other action with respect to the Merger Agreement, unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Offer Conditions are satisfied or validly waived (subject to the above approval requirements), and the Requisite Investors who will be funding Commitments upon acceptance for payment of shares of Common Stock pursuant to the Offer are prepared to do so, as evidenced in writing to the other Investors, then Parent, acting at the direction of the Requisite Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof. Neither Parent nor any Investor may seek any damages or other remedies against any advisor of Parent or any Investor in connection with the Offer, the Merger or any related matter without the approval of the Requisite Investors. Any action so taken by an Investor against any advisor of Parent will be for the benefit of all Investors.

2.3. Debt Financing. Subject to Section 2.7 below, the Requisite Investors shall seek to cause the Company to (a) negotiate, enter into and borrow under definitive agreements relating to debt financing to be provided at the Acceptance Date and at the Closing and (b) arrange for, market and negotiate and enter into definitive agreements relating to high yield debt, including agreeing to the financial terms of such debt, to be issued at the Closing, in each case (a) and (b), on the terms set forth in the debt commitment letters attached as Schedule C (the “Debt Commitment Letters”) and/or on such additional or modified terms as the Requisite Investors shall approve.

2.4. Management Arrangements. The Requisite Investors shall seek to cause Parent and/or the Company to negotiate and enter into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, and equity incentives on the terms set forth in Schedule A-1 or Schedule A-2, as applicable, and/or on such additional or modified terms as the Requisite Investors shall approve. The Investors acknowledge that such definitive agreements may not be entered into until the time of closing of the Merger.

2.5. Shareholders Agreement. Each Investor agrees to enter into, concurrently with the Acceptance Date, one or more definitive agreements with respect to such matters as are set forth on Schedule B and/or such additional or modified terms as the Requisite Investors shall approve; provided, that if any such additional or modified terms have an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor, then the consent of such Investor to such additional or modified terms shall be required to the extent they apply to such Investor. Notwithstanding anything to the contrary herein, (i) no Syndicate Investor shall be entitled to any portion of the $25,000,000 transaction fee described in Schedule B under the heading “Deal Fee” and (ii) any transaction fees other than the transaction fee described in clause (i) will be shared by the Investors (including, without limitation, the Syndicate Investors) on a pro rata basis commensurate with their respective Commitments.

2.6. Equity Commitments.

2.7. Non-Consenting Investors. Notwithstanding anything to the contrary in Sections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to, (i) modify or amend the Merger Agreement so as to increase or modify the form of the Offer Price or the Merger Consideration or (ii) modify or waive, in a manner materially adverse to Parent or the Investors, any provisions relating to the Termination Fee or any financing contingency or condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to any of the matters described in clauses (i) and (ii) above and any other Investor (which may include one of the Investors identified in the definition of “Requisite Investors”) declines to agree to, proceed with, or enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the transaction and, in such event, such Non-Consenting Investor shall have no liability hereunder (other than as specifically provided in Section 2.10) or under its Equity Commitment Letter; and provided further that prior to the effectiveness of the matter at issue, such Non-Consenting Investor shall have received a full and unconditional release of this Agreement (subject to the applicable provisions of Section 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release) and the Equity Commitment Letter from Parent, the Company, and each other Investor, or a mutually satisfactory indemnity with respect to liability under such Equity Commitment Letter and this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the other Investors in proportion to their respective Commitments at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the other Investors, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to the other Investors or to a new investor or investors.

2.8. Termination Fee. Parent shall, and the Requisite Investors shall cause Parent to, arrange that any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement shall, unless an Investor has otherwise agreed with Parent with the written consent of each of the Requisite Investors, be promptly paid as directed by Parent as follows: (i) first, to pay (x) the fees and expenses of Simpson Thacher & Bartlett LLP, Deloitte & Touche, Katten Muchin Rosenman LLP, any other advisors to the consortium and The Parthenon Group and up to $200,000 in fees and expenses of separate counsel incurred by each Original Investor in connection with the negotiation of the agreements among the Investors or with Parent, (y) a fee to Goldman, Sachs & Co. as financial advisor to the consortium, equal to the lesser of (A) $16 million or (B) 25% of such Termination Fee and (z) a fee of $2 million to Citigroup Global Markets Inc. as financial advisor to the consortium and (ii) second, the remainder of any such Termination Fee will be paid 33.33% to the Founders and 66.67% pro rata to or as directed by the Investors other than the Founders, based on each such Investor’s Commitment, except that any Investor whose participation in the transaction has been terminated as provided in Section 2.2 or Section 2.7 above or Section 2.12 below (a “Terminated Investor”) shall not share in any portion of the Termination Fee other than, for a Terminated Investor who was an Original Investor whose participation has been terminated under Section 2.7 or 2.12, with respect to the reimbursement of up to $200,000 in fees and expenses of separate counsel incurred by such Original Investor in connection with the negotiation of the agreements among the Investors or with Parent, and any such Terminated Investor’s share (less any such permitted expenses) shall be apportioned among the other Investors (other than the Founders) as provided in this sentence.

2.9. Notice of Closing. Parent will use its reasonable best efforts to provide each Investor with at least 5 days prior notice of the Acceptance Date (it being understood that such notice may be made by the public filing of tender offer documentation referencing the expiration date of the Offer) under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of any of its obligations under this Agreement. Any notices or correspondence received by Parent under, in connection with, or related to the Merger Agreement shall be promptly provided to each Investor at the address set forth in the Equity Commitment Letters, or any other address designated by such Investor in writing to Parent.

2.10. Expense Sharing. In the event that the Merger Agreement is terminated under circumstances in which a Termination Fee is not payable, each Investor shall be responsible for (a) its pro rata portion of all out-of-pocket expenses and fees incurred by Parent, Merger Sub and any other subsidiary of Parent that serves as a purchaser under the Offer in connection with the proposed Offer and Merger (including all fees and expenses of Simpson Thacher & Bartlett LLP, Deloitte & Touche, Katten Muchin Rosenman LLP, any other advisors to the consortium and The Parthenon Group) and (b) all fees and expenses of any separate counsel retained by such Investor. Notwithstanding the foregoing, a Terminated Investor will only be responsible for its proportionate share of such out-of-pocket expenses and fees, and may only seek reimbursement in respect of such out-of-pocket expenses and fees, incurred prior to such Investor becoming a Terminated Investor. Except as expressly provided in Section 2.8, a Terminated Investor will not have any right to reimbursement for expenses and fees incurred by such Terminated Investor. The obligations under this Section 2.10 shall exist whether or not the Offer or the Merger is consummated and shall survive any termination of the other terms of this Agreement, unless such fees and expenses are paid by the Company or Parent, and if paid by Parent, only if Parent, at the discretion of the Requisite Investors, waives in writing its right to reimbursement pursuant to this Section 2.10.

2.11. Representations and Warranties; Covenants. (a) Each Investor hereby represents, warrants and covenants to the other Investors that:

2.12. Antitrust, Regulatory Matters. Each Investor will use reasonable best efforts to supply and provide information that is accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, the HSR Act or any other applicable antitrust, competition or fair trade Laws (collectively, the “Antitrust Laws”) or any Laws imposed or administered by any Education Department or Accrediting Body (collectively, the “Education Laws”). If any Governmental Authority asserts any objections under any Antitrust Laws or Education Laws with respect to the Offer or the Merger and such objections relate to the activities or investments of an Investor or such Investor’s Affiliates, such Investor shall use its reasonable best efforts to resolve such objections. If such Investor is unable to resolve such objections after using its reasonable best efforts, then the Requisite Investors shall have the right, but not the obligation, to require such Investor (the “Affected Investor”) to (i) with the consent of the Affected Investor, modify or forego any or all of its governance rights with respect to Parent and its Affiliates until such future time as such objections would no longer be applicable if the Requisite Investors determine in good faith that such action may contribute to the resolution of such objections or, (ii) solely in the event the Affected Investor does not consent to the modification or elimination of its governance rights proposed by the Requisite Investors pursuant to clause (i), assign all of its rights and obligations under this Agreement and under its Equity Commitment Letter with respect to all or any portion of its Commitments to a person selected by the Requisite Investors, provided such person agrees in writing to be bound by the terms and conditions of this Agreement and such Equity Commitment Letter (including assuming any and all liabilities and obligations of the Affected Investor under such agreements and instruments) with respect to the portion (if less than all) of the Commitments so assigned and assumed and the other Investors provide the Affected Investor with a mutually satisfactory indemnity with respect to its liability under this Agreement and such Equity Commitment Letter (with respect to the portion (if less than all) of the Commitments so assigned) or obtain a full and unconditional release of the Affected Investor from this Agreement and such Equity Commitment Letter with respect to the portion (if less than all) of the Commitments so assigned and assumed, except with respect to breaches of this Agreement and such Equity Commitment Letter occurring prior to the date of such release. The Requisite Investors will consult with the Affected Investor before requiring the Affected Investor to take any of the foregoing actions and will use all reasonable efforts to attempt to resolve such objections.

2.13. Structure. Parent shall use its reasonable best efforts to cooperate with Torreal Sociedad de Capital Riesgo De Regimen Simplificado S.A. to structure its investment in the Company in a manner that will, to the extent consistent with applicable law, allow Torreal Sociedad de Capital Riesgo De Regimen Simplificado S.A. to utilize the participation exemption under Spanish law with respect to such investment, provided that such structure shall allow for the achievement of the overall business objectives of the Investors on the same economic terms.

2.14. Prohibition on Tender. Each Investor hereby agrees not to tender pursuant to the Offer any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company Beneficially Owned by such Investor or any interest therein.

2.15. Consent to Amend Merger Agreement. Each Investor hereby consents to Parent entering into the Merger Agreement, which amends and restates the Agreement and Plan of Merger dated as of January 28, 2007, among the Company, Parent and Merger Sub.

2.16. Syndicate Investors. Except to the extent otherwise set forth herein, the Syndicate Investors shall be considered “Co-Investors” with respect to and as defined in the Summary of Terms of Stockholders Agreement attached hereto as Schedule B. Each of the Syndicate Investors shall be considered a “Carry Investor” as such term is defined in the Summary of Terms for Carried Interests, attached hereto as Schedule II to Schedule B.

4.1. Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Requisite Investors; provided that no provision of this Agreement (excluding exhibits) may be amended or modified in a manner that disproportionately materially adversely affects an Investor without such Investor’s consent.

4.2. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

4.3. Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including specific performance). In the event that Parent (at the direction of the Requisite Investors) determines to enforce the provisions of the Equity Commitment Letters in accordance with this Agreement, and the Requisite Investors are prepared to cause Parent to consummate the Offer in accordance with Section 2.2 of this Agreement and to fund all or the required portion of their Commitments in connection therewith, as evidenced in writing to the other Investors (the Investors who are so prepared, the “Closing Investors”), but one or more Investors fails to fund its Commitment or provides written notice that it will not fund its Commitment (each such Investor, a “Failing Investor”), the parties agree that Parent, acting at the direction of the Closing Investors (which, pursuant to Section 2.1, must include the Requisite Investors), shall be entitled, at their

discretion, to either (a) specific performance of the terms of this Agreement, whether before or after the Acceptance Date, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by the Failing Investors of an amount equal to the out-of-pocket costs and expenses incurred by such Closing Investors. If the Closing Investors determine to cause Parent to enforce a remedy described in the preceding sentence against any Failing Investor, they must do so against all Failing Investors and, prior to doing so, the Closing Investors must affirm their willingness to fund their Commitments. If Parent, acting at the direction of the Investors entitled to enforce this Agreement in respect of any provision hereof, elects to do so against another Investor, it must do so against any other Investor that has similarly failed to perform with respect to the same provision hereof. Parent will not have the right to recover lost profits or benefit of the bargain damages or any special, indirect, or consequential damages (other than out-of-pocket costs and expenses referred to above) from any Failing Investor; its only damages remedy against a Failing Investor is set forth above in clauses (a) and (b) of the second sentence of this paragraph.

4.4. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that Parent and certain of the Investors may be partnerships or limited liability companies, Parent and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, agents, affiliates, general or limited partners, members, managers or stockholders of Parent or any Investor or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing (collectively, the “Related Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation of Parent or any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

4.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.7. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

4.8. Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein (including the Original Investors Agreement and the Memorandum of Agreement re: Consortium Arrangements) except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Parent, with the written consent of the Requisite Investors, may assign this Agreement, in whole or in part, to any Person to whom it or Merger Sub assigns any of its rights and obligations pursuant to the Merger Agreement. In the event of such assignment or other change in structure of Parent or the proposed investment vehicle for one or more of the Investors approved by the Requisite Investors, the provisions of this letter agreement will apply, mutatis mutandis, to any such assignee, substituted or other entity established to effect the contemplated investment. Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.

4.9. Confidentiality. Each party hereto agrees to, and shall cause its affiliates, directors, officers, employees, agents, advisors and representatives (“Representatives”) to, keep any information supplied by or on behalf of any of the other parties to this Agreement, confidential (“Confidential Information”) and to use, and cause its Representatives to use, the Confidential Information only in connection with the Offer and the Merger and the transactions contemplated hereby; provided, however, that the term “Confidential Information” does not include information that (a) is already in such party’s possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party’s Representatives, or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to any person; provided further, however, that that nothing herein shall prevent any party hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent required by law or regulation, (iv) to the extent necessary in connection with any suit,

action or proceeding relating to this letter agreement or the exercise of any remedy hereunder, and (v) to such party’s Representatives that need to know such information and who agree to keep such information confidential on the terms set forth in this Section (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available).

4.10. Founder Investor Rollover. Parent and each of the Investors will use commercially reasonable efforts to (a) structure the contribution of the Rollover Stock (as defined in the Equity Commitment Letter executed by Douglas Becker) contemplated by such Equity Commitment Letter as a tax-free exchange (other than with respect to any cash received by Douglas Becker in the Merger) to the extent permitted by law, (b) structure the other elements of the equity incentive plan for Douglas Becker attached hereto as Schedule A-2 in a tax efficient manner and (c) structure such contribution of equity and other elements of such equity incentive plan so as to avoid adverse accounting consequences for Parent, the Company and any of their respective subsidiaries; provided, however, that under no circumstances shall any party be required to take any action or agree to any amendment, waiver or modification of the Merger Agreement or any related agreement (including this Agreement) pursuant to this Section 4.10 if such action or amendment, waiver or modification would be adverse to such person or any Investor.

4.11. PR Coordination. Each party hereto will coordinate in good faith any and all press releases and other public relations matters with respect to the Offer, the Merger and the transactions contemplated hereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Offer, the Merger and the transactions contemplated hereby without prior consent of the Requisite Investors.

4.12. Non-Circumvention. Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement.

4.13. General. Nothing in this Agreement shall be deemed to constitute a partnership between any of the parties, nor constitute any part the agent of any other party for any purpose.

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(a) appear at each such meeting or otherwise cause such Stockholder’s Covered Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that they are duly counted as present thereat for purposes of calculating a quorum; and

(b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of such Stockholder’s Covered Shares (i) in favor of the approval of the Merger and the Merger Agreement and any other action reasonably requested by Parent in furtherance thereof; (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement; and (iii) against any Company Acquisition Proposal or (except as otherwise approved in writing by Parent) any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Stockholder of its obligations under this Agreement, including, without limitation: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Offer and the Merger); (B) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (C) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (D) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved by Parent; or (E) any other material change in the Company’s corporate structure or business.

(a) if to Parent to:

(b) if to any Stockholder, then at the address set forth below its name on Schedule 1 hereto.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without giving effect to the principles of conflicts of law. Each party irrevocably submits to the jurisdiction of (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any suit, action or proceeding relating hereto either in any Federal court of the United States sitting in the State of Maryland or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any Maryland State court. Each party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby in (i) any Maryland State court, and (ii) any Federal court of the United States sitting in the State of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or

claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by registered mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 5.8 shall affect the right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 5.8 shall not constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided in this Section 5.8. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law

(b) Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any suit, action or other proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(a) Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Offer Conditions (in the case of cash equity commitments) or the conditions to the closing of the Merger set forth in Article VIII of the Merger Agreement (in the case of rollover equity commitments) have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce any of the Equity Commitment Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to enforce any of the Equity Commitment Letters except as one of the Requisite Investors acting through Parent.

(b) All securities issued by Parent and its subsidiaries at the closing of the purchase of shares pursuant to the Offer and at the Closing shall be equity securities, and shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor’s Commitments (to the extent funded at the Acceptance Date (in the case of cash equity commitments) or at the Closing (in the case of rollover equity commitments)), other than any equity securities issued to management in transactions contemplated by Schedule A-1 and Schedule A-2 (which shall include the equity securities described therein).

(c) Except as set forth in Section 2.6(d) below, prior to the Share Purchase Date, no Investor shall transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under its Equity Commitment Letter, other than as provided for in the applicable Equity Commitment Letter or a transfer to one or more affiliated funds or affiliated entities or entities with a common investment advisor (in each case, other than portfolio companies) or as approved by the Requisite Investors, but in each case subject to the terms of the applicable Equity Commitment Letter.

(d) The “Commitment Amount” of Citigroup Global Markets Inc. (as defined in the Equity Commitment Letter from Citigroup Global Markets Inc. dated the date hereof (the “CGM Equity Commitment”)) may be reduced, as of the Acceptance Date, in the manner set forth in the Amended and Restated Bridge Syndication and Fee Agreement dated as of the date hereof (the “Syndication Agreement”) between Parent and Citigroup Global Markets Inc . Notwithstanding the CGM Equity Commitment, when determining the Commitment of Citigroup Global Markets Inc. hereunder, such Commitment shall be reduced by the aggregate amount of the Commitments of each of the Syndicate Investors added to Schedule I-A of Schedule B hereto after the date of this agreement (except to the extent added to reflect the assignment of all or any portion of the Commitment of any Syndicate Investor that is listed on such schedule as of the date hereof or their successors or assigns), if any, that is not a Terminated Investor at the time of such determination or, if such determination is made on or after the Acceptance Date, such Commitment shall be reduced by the aggregate amount of funds each such Syndicate Investor actually funded in respect of their Commitments.

(e) Notwithstanding anything to the contrary contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment), nothing contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement shall affect the rights of Citigroup Global Markets Inc. under the provisions of the Syndication Agreement, including, without limitation, any action by Requisite Investors, transfer restrictions, non-compete provisions, the provisions of Section 2.11(c) and rights of first refusal; and in the event of a conflict between the provisions of this Agreement or any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment) and the Syndication Agreement, the provisions of the Syndication Agreement shall govern.

(b) Each Investor who is contributing Rollover Equity (as defined in such Investor’s Equity Commitment Letter) hereby represents, warrants and covenants to the other Investors that it will not transfer (other than transfers to Affiliates who become parties to this Agreement and the obligations under its Equity Commitment Letter), and will have at Closing, the Rollover Equity.

(c) Until this Agreement is terminated pursuant to Section 1.1, subject to Section 4.9, and, in the case of Douglas Becker only, to the extent expressly required by the Cooperation Agreement, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquiror or group of investors or acquirors or the Company or any of its representatives (excluding discussions with other Investors and any of their affiliates, directors, officers, employees, agents, advisors and representatives) with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors; provided, that this Section 2.11(c) shall continue to apply to an Investor that is a Failing Investor or that is released from this Agreement pursuant to Section 2.7 or Section 2.12 for a period of one year following such release.

(d) Parent hereby represents, warrants and covenants to the Investors that:

(e) Parent will not undertake any activity or make any investment or fail to take any action that will cause Parent to earn or to be allocated any income that is (i) income other than qualifying income as defined in Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) income treated as effectively connected with the conduct of a U.S. trade or business within the meaning of Section 864 of the Code, or (iii) income treated as unrelated business taxable income within the meaning of Sections 512-514 of the Code.

(f) Each Investor and its Affiliates will comply with Rule 14e-5 under the Exchange Act (whether or not such Investor or its Affiliates would be subject to such Rule pursuant to its terms) and all other applicable Law with respect to the Offer and the Merger.

(a) “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing); provided further that for purposes of determining Beneficial Ownership, shares shall not be deemed Beneficially Owned by a Person to the extent that (i) such shares are held by such Person solely in a fiduciary capacity on behalf of an unaffiliated third party and (ii) such Person would disclaim beneficial ownership of such shares pursuant to Rule 13d-4 adopted by the SEC under the Exchange Act if such Person were required to disclose ownership of such shares in any statement filed under the Exchange Act. The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.

(b) “Commitments” shall, for each Investor (or any other person providing an equity commitment letter to Parent), mean the amount of cash equity or the value of Rollover Equity (based on the value per share of Common Stock set forth in such Investor’s Equity Commitment Letter) set forth in the Equity Commitment Letters delivered by such Investor or other person to Parent, copies of which are attached as Schedule D hereto.

(c) “Founders” means Douglas Becker and Steven Taslitz, acting together.

(d) “Requisite Investors” shall mean any four of the following six Investors, provided that any action to be taken by the Requisite Investors shall be taken only after at least one day’s notice (or such shorter period as is practicable under the circumstances) of such proposed action shall have been given to each of such six Investors: (i) the Founders, (ii) KKR 2006 Fund (Overseas), Limited Partnership, (iii) CPE Co-Investment (Laureate) LLC; (iv) Snow, Phipps & Guggenheim, L.P., (v) S.A.C. Capital Management, LLC and (vi) Bregal Europe Co-Investment L.P.

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(i) none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Offer Documents, Schedule TO, the Schedule 13E-3, the Schedule 14D-9 or the Company Proxy/Information Statement will cause a breach of the representation and warranty of Parent set forth in Section 5.5 of the Merger Agreement; and

(ii) it has not entered, and will not enter, into any agreement, arrangement or understanding with any other Investor, any other potential investor or acquiror or group of potential investors or acquirors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement (including Schedule B), and other than any debt financing agreements and arrangements between affiliates of the Investors.

(i) Parent is a limited partnership duly organized, validly existing and in good standing under the laws of Alberta and has all requisite power and authority to execute and deliver this Agreement and to consummate the other transactions contemplated hereby and to perform each of its obligations hereunder;

(ii) As of the date of the Original Merger Agreement, the Parent had no liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) other than liabilities that are de minimis in amount; and

(iii) Prior to the Acceptance Date, Parent will not engage in any material respect in any other business activity and will incur no liabilities or obligations other than in connection with the Merger Agreement and the transactions contemplated thereby and hereby, including in connection with arranging the Financing, and other than liabilities or obligations that are de minimis in amount;

(iv) Parent is treated as a partnership for U.S. federal income tax purposes and has not made any election to be treated as a corporation for U.S. federal income tax purposes;

(v) Through the date hereof, no U.S. or Canadian income tax returns were required to be filed by Parent; and

(vi) The stock of Zumbotel AG held by Parent was not considered Taxable Canadian Property (as defined in subsection 248(1) of the Income Tax Act (Canada) RSC 1985, c.1 (5th Supp.), as amended, the “Taxable Canadian Property”), and Parent was not itself Taxable Canadian Property at any time during the last sixty (60) months.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5RDG/M5/m2BxJIE/2SQQoHmy5A9VxPrID3WIyXr2FcCnpJbEMGGux6uHkq22Io6 8S8pFXC6IpBlNFVJy2vRXw== 0001104659-07-046576.txt : 20070608 0001104659-07-046576.hdr.sgml : 20070608 20070608165124 ACCESSION NUMBER: 0001104659-07-046576 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 27 FILED AS OF DATE: 20070608 DATE AS OF CHANGE: 20070608 GROUP MEMBERS: CGI CPE LLC GROUP MEMBERS: CGI PRIVATE EQUITY LP, LLC GROUP MEMBERS: CITIGROUP ALTERNATIVE INVESTMENTS LLC GROUP MEMBERS: CITIGROUP BANKING CORPORATION GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II 2007 CITIGROUP INVESTMENT,L.P. GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P. GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P. GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P. GROUP MEMBERS: CITIGROUP INC. GROUP MEMBERS: CITIGROUP INVESTMENTS INC. GROUP MEMBERS: CITIGROUP PRIVATE EQUITY LP GROUP MEMBERS: ERIC D. BECKER GROUP MEMBERS: R. CHRISTOPHER HOEHN-SARIC GROUP MEMBERS: SIGMA CAPITAL MANAGEMENT, LLC GROUP MEMBERS: STEVEN A. COHEN GROUP MEMBERS: STEVEN M. TASLITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAUREATE EDUCATION, INC. CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42825 FILM NUMBER: 07910346 BUSINESS ADDRESS: STREET 1: 1001 FLEET STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108436100 MAIL ADDRESS: STREET 1: 1001 FLEET STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC DATE OF NAME CHANGE: 19930929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BECKER DOUGLAS L CENTRAL INDEX KEY: 0001072473 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8474804000 MAIL ADDRESS: STREET 1: C/O 650 DUNDEE ROAD STREET 2: SUITE 370 CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13D/A 1 a07-15938_1sc13da.htm SC 13D/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D/A	Estimated average burden hours per response. . 14.5

LAUREATE EDUCATION, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

518613 10 4

(CUSIP Number)

Douglas L. Becker

c/o Fund Management Services, LLC

6225 Smith Avenue

Suite 210

Baltimore, Maryland 21209

(443) 703-1700

Copy to:

Jeffrey R. Patt, Esq.

Katten Muchin Rosenman LLP

525 West Monroe Street

Suite 1900

Chicago, Illinois 60661

(312) 902-5200

Peter A. Nussbaum, Esq.

S.A.C. Capital Advisors, LLC

72 Cummings Point Road

Stamford, CT 06902

(203) 890-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 3, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Notes: This Amendment No. 1 (this “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2007 (the “Schedule 13D”), on behalf of Douglas L. Becker, R. Christopher Hoehn-Saric, Steven M. Taslitz and Eric D. Becker (collectively, the “Sterling Reporting Persons”), Citigroup Capital Partners II 2007 Citigroup Investment, L.P., CGI CPE LLC, CGI Private Equity LP, LLC, Citicorp Banking Corporation, Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., Citigroup Private Equity LP, Citigroup Alternative Investments LLC, Citigroup Investments Inc. and Citigroup Inc. (collectively, the “Citi Reporting Persons”), and Sigma Capital Management, LLC and Steven A. Cohen (collectively, the “SAC Reporting Persons” and, together with the Sterling Reporting Persons and the Citi Reporting Persons, the “Reporting Persons”).

This Amendment relates to the common stock, par value $0.01 per share (the “Laureate Common Stock”) of Laureate Education, Inc. (the “Issuer”). The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The total amount of funds necessary to consummate the transactions (the “Transactions”) contemplated by the Offer (as defined below) and the Agreement and Plan of Merger, dated as of January 28, 2007, as amended and restated as of June 3, 2007 (as amended and restated, the “Amended and Restated Merger Agreement”) by and among the Issuer, Wengen Alberta, Limited Partnership (“Parent”) and L Curve Sub Inc., a direct subsidiary of Parent (“Merger Sub”), which are described in Item 4 below, including debt incurred or to remain outstanding in connection with the Transactions, is approximately $4 billion.

Parent has received equity commitment letters (the “Equity Commitment Letters”) from Caisse de dépôt et placement du Québec, Bregal Europe Co-Investment L.P., Citigroup Global Markets Inc., Torreal Sociedad de Capital Riesgo de Regimen Simplificado S.A. and investment funds and other investors affiliated with or managed by Kohlberg Kravis Roberts & Co., S.A.C. Capital Management, LLC, Citigroup Private Equity, Makena Capital Management LLC, Moore Capital Management, LLC, SPG Partners, LLC, Sterling Partners, Brenthurst Funds, Demeter Holdings Corporation, Morgan Creek Partners II, LP, Stockwell Fund, L.P. and Vulcan Capital Education Holdings LLC, pursuant to which these funds and entities have committed to contribute an aggregate of approximately $2.09 billion in cash to Parent in exchange for a percentage ownership interest in Parent that will be calculated on a pro rata basis, based on commitments made to Parent and the valuation of any shares of the Laureate Common Stock to be contributed to Parent. The parties to the Equity Commitment Letters have the right to assign all or a portion of their obligations under the Equity Commitment Letters to one or more of their respective affiliates or entities with which they share a common investment advisor that agree to assume the obligations under the Equity Commitment Letters, provided that the assigning parties shall remain obligated to perform their respective obligations to the extent not performed by such assignees. In addition, Citigroup Global Markets Inc.’s committed amount may be reduced in connection with the syndication of all or a portion of that committed amount to other investors. The obligation to fund commitments under each of the Equity Commitment Letters is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s obligation to consummate the Offer. The Issuer is an express third party beneficiary of each of the Equity Commitment Letters and is entitled to enforce the obligations of the parties to the Equity Commitment Letters directly against such parties in the event of a willful and material breach of such obligations, but only to the extent of such party’s cash commitment thereunder. The Equity Commitment Letters terminate 30 days following the valid termination of the Amended and Restated Merger Agreement. This summary of the Equity Commitment Letters does not purport to be complete and, with respect to the Equity Commitment Letters from investment funds and other investors affiliated with or managed by S.A.C. Capital Management, LLC or Citigroup Inc., is qualified in its entirety by reference to the Equity Commitment Letters from S.A.C. Capital Management, L.P., S.A.C. Capital Management, LLC, S.A.C. Capital International, Ltd., S.A.C. Global Diversified Fund, Ltd., S.A.C. Multi-Strategy Fund, Ltd., S.A.C. Multi-Strategy Fund, L.P., Citigroup Global Markets Inc., Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P. and CGI CPE LLC, which are referenced herein as Exhibit 7.13 through 7.24 and incorporated by reference in their entirety into this Item 3.

Parent has received rollover equity commitment letters, each dated June 3, 2007 (the “Rollover Equity Commitment Letters”), from Messrs. Douglas Becker and Steven Taslitz (and certain trusts affiliated with each of them) and Sterling Laureate Rollover, LP (collectively, the “Rollover Investors”), pursuant to which Messrs. Douglas Becker and Steven Taslitz (and certain trusts affiliated with each of them) have committed to contribute to Parent an aggregate of 606,436 shares of Laureate Common Stock based on the merger consideration of $60.50 per share of Laureate Common Stock and Sterling Laureate Rollover, LP has committed to contribute to Parent an aggregate of 68,631 shares of Laureate Common Stock based on the merger consideration of $62 per share of Laureate Common Stock. The rollover commitments have an aggregate value of approximately $40.9 million in exchange for a percentage ownership in Parent that will be calculated on a pro rata basis, based on commitments made to Parent and the valuation of any shares of Laureate Common Stock to be contributed to Parent. Messrs. Becker and Taslitz control the general partner of Sterling Laureate Rollover, LP, but do not have any economic interest in this entity. The shares contributed to Parent by or on behalf of the Rollover Investors will be canceled and retired, and will not be entitled to receive any merger consideration upon consummation of the Merger. The Issuer is an express third party beneficiary of each of the Rollover Equity Commitment Letters and is entitled to enforce the obligations of the Rollover Investors directly against the Rollover Investors in the event of a willful and material breach of such obligations, but only to the extent of each Rollover Investor’s respective commitment. The Rollover Equity Commitment Letters terminate 30 days following the valid termination of the Amended and Restated Merger Agreement. This summary of the Rollover Equity Commitment Letters from Messrs. Douglas Becker and Taslitz (and certain trusts affiliated with each of them) does not purport to be complete and is qualified in its entirety by reference to the Rollover Equity Commitment Letters from Messrs. Douglas Becker and Taslitz (and certain trusts affiliated with each of them), which are referenced herein as Exhibits 7.02 through 7.06 and incorporated by reference in their entirety into this Item 3.

Merger Sub has received a debt commitment letter (“Debt Commitment Letter”), dated as of June 3, 2007, from Goldman Sachs Credit Partners L.P. (“GSCP”), Citigroup Global Markets Inc. and/or any of its affiliates (“CGMI”), Credit Suisse (“CS”), Credit Suisse Securities (USA) LLC (“CS Securities”), JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities Inc. (“JPMSI” and, together with GSCP, CGMI, CS, CS Securities and JPMCB, the “Debt Financing Sources”) pursuant to which, subject to the conditions set forth therein (a) in connection with the Offer, each of GSCP, CGMI, CS and JPMCB has severally and not jointly committed to provide to Merger Sub and M Curve up to an aggregate of $1,622 million of a margin loan credit facility for the purpose of financing a portion of the Offer and paying fees and expenses incurred in connection with the Offer, and (b) in connection with the Merger, (i) each of GSCP, CGMI, CS and JPMCB has severally and not jointly committed to provide to the Issuer or Merger Sub up to an aggregate of $1,335 million of senior secured credit facilities for the purpose of financing the Merger, repaying or refinancing certain existing indebtedness of the Issuer and its subsidiaries, refinancing amounts outstanding under the margin loan facility, paying fees and expenses incurred in connection with the Offer and the Merger and providing ongoing working capital and for other general corporate purposes of the Issuer and its subsidiaries following consummation of the Merger; (ii) each of GSCP, CGMI, CS and JPMCB has severally and not jointly committed to provide to the Issuer or Merger Sub up to an aggregate of $725 million of senior unsecured increasing rate loans under a bridge facility for the purpose of financing the Merger, repaying or refinancing certain existing indebtedness of the Issuer and its subsidiaries, refinancing amounts outstanding under the margin loan facility and paying fees and expenses incurred in connection with the Offer and the Merger; and (iii) each of GSCP, CGMI, CS and JPMCB has severally and not jointly committed to provide to the Issuer or Merger Sub up to an aggregate of $325 million of senior subordinated increasing rate loans under a bridge facility for the purpose of financing the Merger, repaying or refinancing certain existing indebtedness of the Issuer and its subsidiaries, refinancing amounts outstanding under the margin loan facility and paying fees and expenses incurred in connection with the Offer and the Merger. The debt commitments, which, in the aggregate, total approximately $4,007 million (including the margin loan facility in an aggregate principal amount of $1,622 million and the permanent financing facilities that will replace the margin loan facility in an aggregate principal amount of up to $2,385 million), expire the earlier of (a) 180 days after the initial takedown of the Offer and (b) December 21, 2007. The documentation governing the margin loan facility, the senior secured credit facilities and the bridge facilities has not been finalized and, accordingly, the actual terms of such facilities may differ from those described in this Amendment. The foregoing summary of the Debt Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Debt Commitment Letter, which is referenced herein as Exhibits 7.07 and incorporated by reference in its entirety into this Item 3.

Funds for the purchase of the shares of Laureate Common Stock reported herein by the SAC Reporting Persons were derived from investment funds of Sigma Capital Associates. A total of approximately $1,717,094 was paid to acquire such shares. Such shares were acquired through, and are held by Sigma Capital Associates in, a commingled margin account maintained at Goldman Sachs & Co., which may extend margin credit as and when required to open or carry positions in the margin account, subject to applicable federal margin regulations, stock exchange rules and the firm’s credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin account may from time to time have debit balances. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Laureate Common Stock reported herein by the SAC Reporting Persons.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On June 3, 2007, the Issuer entered into the Amended and Restated Merger Agreement with Merger Sub and Parent. The Amended and Restated Merger Agreement amends and restates the Agreement and Plan of Merger dated as of January 28, 2007 among the same parties. The Rollover Investors have agreed to contribute substantially all of their equity in the Issuer to Parent or an affiliate thereof. A copy of the press release announcing the execution of the Amended and Restated Merger Agreement and describing, among other things, investors in Parent, is referenced herein as Exhibit 7.12 and is incorporated by reference in its entirety into this Item 4.

Pursuant to the Amended and Restated Merger Agreement, Merger Sub is expected to assign some of its rights and obligations under the Amended and Restated Merger Agreement to M Curve Sub Inc., a Maryland corporation and a direct subsidiary of Parent (“M Curve”, and together with Merger Sub, the “Purchasers”), including the right to acquire shares of Laureate Common Stock in the Offer. Merger Sub and M Curve have agreed to commence a tender offer (the “Offer”) to purchase all of the outstanding shares of Laureate Common Stock at a price of $62.00 per share, net to the seller in cash (subject to applicable withholding tax), without interest, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement. The Offer is subject to the condition that there shall have been validly tendered and not withdrawn before the Offer expires a number of shares of Laureate Common Stock which, when added to any shares of Laureate Common Stock already owned by Parent and its subsidiaries, represents a majority of the total number of outstanding shares of Laureate Common Stock on a fully diluted basis immediately prior to the expiration of the Offer. The Offer is also subject to the condition that the debt financing arranged by Parent and Merger Sub to fund the Offer be available for borrowing in connection with the consummation of the Offer, and that the lenders party to the debt commitments relating to the debt financing arranged by the Purchasers to fund the Merger shall not have notified Parent or Purchasers that any portion of such financing will not be available at the effective time of the Merger, in each case on the terms and conditions set forth in the debt financing commitments or on terms and conditions that are no less favorable, in the aggregate, to Parent and Purchasers, as determined in the reasonable judgment of Parent. The Offer is subject to certain other customary conditions.

Following the consummation of the Offer and subject to the satisfaction or waiver of the conditions set forth in the Amended and Restated Merger Agreement and in accordance with the Maryland General Corporation Law, Merger Sub will merge (the “Merger”) with and into the Company and the Company will continue as the surviving corporation. At the effective time of the Merger (the “Effective Time”), each share of Laureate Common Stock, other than the shares of Laureate Common Stock owned by Parent or the Purchasers immediately prior to the Effective Time, including shares of Laureate Common Stock acquired by Parent or the Purchasers, will automatically be canceled and will cease to exist and will be converted into the right to receive $62.00 in cash, without interest, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement.

The closing of the Merger, if required by applicable law, is subject to approval of the Merger by holders of the outstanding shares of Laureate Common Stock remaining after the completion of the Offer. However, the parties have agreed that if after the purchase of shares of Laureate Common Stock pursuant to the Offer and any subsequent offering period, and after giving effect to any shares of Laureate Common Stock purchased pursuant to the option described in the next paragraph, Purchasers own at least 90% of the outstanding shares of Laureate Common Stock, then once the other conditions to completion of the Merger are satisfied or waived, Merger Sub will then merge into the Company in a “short-form” merger pursuant to applicable Maryland law, which will not require a vote of the Company's stockholders.

In the Amended and Restated Merger Agreement, the Company also granted Purchasers the option (the “Top-Up Option”) to purchase, at a price per share equal to the price paid in the Offer price, a number of newly issued shares of Laureate Common Stock equal to the number of shares of Laureate Common Stock that, when added to the number of shares of Laureate Common Stock owned, directly or indirectly, by Parent and Purchasers at the time of exercise of the Top-Up Option, constitutes one share of Laureate Common Stock more than 90% of the total shares of Laureate Common Stock that would be outstanding immediately after the issuance of all shares of Laureate Common Stock subject to the Top-Up Option. The Top-Up Option, which is subject to compliance with applicable SEC and Nasdaq rules and other customary conditions, may be exercised by Purchasers, in whole or in part, at any time on or after the expiration of the Offer and on or prior to the fifth business day after the expiration date of any subsequent offering period.

The Amended and Restated Merger Agreement further provides that, subject to compliance with applicable law, promptly upon payment for shares of Laureate Common Stock by Purchasers to consummate the Offer, Parent shall be entitled to designate all of the members of the board of directors of the Company. After Parent's designees are elected or appointed to the Company's Board of Directors and prior to the approval of the Amended and Restated Merger Agreement by the Company's stockholders, the Amended and Restated Merger Agreement may not be amended in a manner that would adversely affect the right of the Company's stockholders to receive the merger consideration.

The Company is subject to a “no-shop” restriction on its ability to solicit third-party proposals, provide information and engage in discussions with third parties. The no-shop provision is subject to a provision that allows the Company to provide information and participate in discussions with respect to third-party proposals that the Special Committee believes in good faith to be bona fide and determines in good faith, after consultation with advisors, could reasonably be expected to result in a “superior proposal,” as defined in the Amended and Restated Merger Agreement.

The Amended and Restated Merger Agreement may be terminated and the Offer and the Merger abandoned prior to the date shares of Laureate Common Stock are accepted for payment in the Offer under a number of specified circumstances, including by the Company in order to accept a Superior Proposal (as defined in the Amended and Restated Merger Agreement). Upon termination of the Amended and Restated Merger Agreement, under specified circumstances, the Company will be required to reimburse Parent for the transaction expenses of Parent or Purchasers up to $15 million and, under other specified circumstances (including the circumstances referred to above), the Company will be required to pay Parent a termination fee of $110 million (less any expenses previously reimbursed to Parent).

The foregoing summary of the Amended and Restated Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Merger Agreement, which is referenced herein as Exhibit 7.08 and incorporated by reference in its entirety into this Item 4.

The performance share units and, to the extent not previously exercised, options to purchase shares of the Company’s common stock held by Mr. Douglas Becker, and, to the extent not previously exercised, the options to purchase shares of the Company’s common stock held by Mr. Hoehn-Saric, are expected to be cancelled in exchange for the surviving corporation establishing a new deferred compensation plan for each of them, under which plans these two individuals will have the rights to receive cash payments in the future, which plans will have an aggregate initial value of approximately $126.7 million, assuming Messrs. Douglas Becker and Hoehn-Saric do not exercise any options to purchase shares of the Company’s common stock prior to the consummation of the Merger.

Messrs. Douglas Becker and Hoehn-Saric may exercise their options to acquire, in the aggregate, up to 2,586,396 additional shares of the Company’s common stock prior to the consummation of the Merger. Either of Messrs. Douglas Becker or Hoehn-Saric may exercise all or a portion of these options for any reason, including, without limitation, if they believe any such exercise would help ensure that a majority of the shares of the Company’s common stock were voted to approve the Merger and the Amended and Restated Merger Agreement. To this end, Messrs. Douglas L. Becker and Hoehn-Saric have received commitment letters (the “Margin Loan Commitment Letters”) from Goldman Sachs and Citigroup Global Markets Inc. to provide them with, in the aggregate, up to $93.6 million in margin loans to fund the exercise, prior to the Effective Time, by Messrs. Douglas Becker and/or Hoehn-Saric of any options to acquire shares of Laureate Common Stock (and to fund any related tax obligations) in order to acquire additional shares of Laureate Common Stock to be voted in favor of the approval of the Amended and Restated Merger Agreement and the Merger. The foregoing summary of the Margin Loan Commitment Letters does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Margin Loan Commitment Letters, which are referenced herein as Exhibits 7.25 through 7.28 and incorporated by reference in their entirety into this Item 3.

Parent has received an equity commitment letter, dated June 3, 2007 (the “Commitment Letter Agreement”), from Mr. Hoehn-Saric, a member of the Board of Directors of the Issuer, Eric D. Becker and Jill E. Becker (collectively, the “Selling Shareholders”) pursuant to which the Selling Shareholders shall, immediately prior to the Merger, sell to Parent each share of Laureate Common Stock held by such Selling Shareholder in exchange for $60.50 in cash for each such share. This summary of the Commitment Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter Agreement, which is referenced herein as Exhibit 7.09 and incorporated by reference in its entirety into this Item 3.

Parent entered into an agreement with Messrs. Douglas Becker, Taslitz, Hoehn-Saric, Eric D. Becker, Merrick Elfman, Bruce Goldman and John Miller, Jill Becker, Therese Wareham, and certain affiliated trusts (the “Voting Agreement”), pursuant to which such stockholders agreed, among other things, to vote or deliver a written consent covering all shares subject to the Voting Agreement, (i) in favor of the adoption of the Amended and Restated Merger Agreement, (ii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Amended and Restated Merger Agreement, or of any of the stockholders subject to the Voting Agreement contained in the Voting Agreement, and (iii) against any competing proposals for the acquisition of the Issuer or (except as otherwise approved in writing by Parent) any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any of the other transactions contemplated by the Amended and Restated Merger Agreement or the Voting Agreement or the performance by any of the stockholders subject to the Voting Agreement of their respective obligations under the Voting Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Issuer or its subsidiaries (other than the Offer and the Merger); (B) a sale, lease or transfer of a material amount of assets of the Issuer or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Issuer or any of its subsidiaries; (C) an election of new members to the board of directors of the Issuer, other than nominees to the board of directors of the Issuer who are serving as directors on the date of the Voting Agreement or as otherwise provided in the Amended and Restated Merger Agreement; (D) any material change in the present capitalization or dividend policy of the Issuer or any amendment or other change to its articles of incorporation or bylaws, except if approved by Parent or (E) any other material change in the corporate structure or business of the Issuer. The Voting Agreement shall terminate upon the earlier to occur of (i) the consummation of the Merger and (ii) the date of termination of the Amended and Restated Merger Agreement in accordance with its terms. Each of the stockholders subject to the Voting Agreement has agreed, except as provided for in such stockholder’s equity rollover commitment letter (if applicable), not to transfer any of the shares subject to the Voting Agreement or any interest in those shares, which shares represent approximately 2.6% of the outstanding Laureate Common Stock as of the date hereof, or 7.2% assuming the exercise by Messrs. Douglas Becker and Hoehn-Saric of all of their options to acquire shares of Laureate Common Stock. This summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is referenced herein as Exhibit 7.10 and incorporated by reference in its entirety into this Item 4.

The Rollover Investors and the parties to the Equity Commitment Letters (collectively the “Investor Group”) entered into an Amended and Restated Interim Investors Agreement, dated as of June 3, 2007 (the “Amended and Restated Interim Investors Agreement”), which will govern their conduct in respect of the Transactions between the time of the signing of the Amended and Restated Merger Agreement and the purchase of Laureate Common Stock pursuant to the Offer or the termination of the Amended and Restated Merger Agreement, whichever is earlier; provided that certain obligations shall survive until the consummation of the Merger. Pursuant to the Amended and Restated Interim Investors Agreement:

(a) pending consummation of the Offer, any four out of the following six parties: (i) Messrs. Douglas Becker and Taslitz, acting together, (ii) Kohlberg Kravis Roberts & Co., (iii) Citigroup Private Equity; (iv) SPG Partners, LLC, (v) S.A.C. Capital Management, LLC and (vi) Bregal Europe Co-Investment L.P. (the “Requisite Investors”) may cause Parent to act or refrain from acting in order to comply with its obligations, satisfy its conditions to the consummation of the Offer or exercise its rights under the Amended and Restated Merger Agreement. The approval of the Requisite Investors is also required for Parent to enforce its rights under any of the commitment letters executed by any member of the Investor Group. Some actions, such as any modification or amendment to the Amended and Restated Merger Agreement so as to increase or modify the form of the offer price or merger consideration, require the consent of each member of the Investor Group, except that in certain circumstances such actions may be taken with the approval of the Requisite Investors if they first terminate the non-consenting party’s participation in the transaction;

(b) until the earlier of the consummation of the Offer and the termination of the Amended and Restated Merger Agreement, none of the members of the Investor Group (other than, but only to the extent expressly required by the cooperation agreement, Mr. Douglas Becker) may enter into any agreement, arrangement or understanding or have discussions with any other potential investor(s) or acquirer(s) of the Issuer or any of its representatives with respect to an alternative transaction involving the Issuer without the prior approval of the Requisite Investors;

(c) if the Offer is consummated, the Sterling Reporting Persons will have the right to designate three directors on Parent’s board of directors, an affiliate of the SAC Reporting Persons will have the right to designate one director and CGI Private Equity LP, LLC will have the right to designate one director. The ability of the Sterling Reporting Persons and a group consisting of KKR 2006 Limited, S.A.C. Capital Management, LLC, Bregal Europe Co-Investment L.P., CGI Private Equity LP, LLC and Snow, Phipps & Guggenheim, LLC to designate directors will be adjusted to reflect changes in the ownership of Parent by the Sterling Reporting Persons and by the respective members of this group; and

(d) any termination fee paid by the Issuer or any of its affiliates as directed by Parent pursuant to the Amended and Restated Merger Agreement, net of any expenses of members of the Investor Group that are required to be shared by all such parties (other than Parent), shall be promptly paid (a) 33.33% to Messrs. Douglas Becker and Taslitz, in the aggregate, and (b) 66.67% pro rata to or as directed by the other members of the Investor Group. This summary of the Amended and Restated Interim Investors Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Interim Investors Agreement, which is referenced herein as Exhibit 7.11 and incorporated by reference in its entirety into this Item 4.

The shares of Laureate Common Stock held by Sigma Capital Associates were acquired by Sigma Capital Associates at the direction of Sigma Capital Management through open market purchases during the normal course of Sigma Capital Associates’ investment activities.

Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals. However, the Reporting Persons intend to review continuously their respective investments in the Issuer and the Issuer’s business affairs, financial position, capital needs and general industry and economic conditions, and, based on such review as well as general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, from time to time (subject to any then existing legal or contractual limitations), determine to increase their respective ownership of Laureate Common Stock (including through the exercise of options to acquire shares of Laureate Common Stock, through open market purchases, in privately negotiated transactions, through a tender or exchange offer or a merger, reorganization or comparable transaction or otherwise), approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D. Alternatively, subject to market conditions and other considerations, the Reporting Persons may sell all or a portion of Laureate Common Stock owned by the Reporting Persons in the open market, in privately negotiated transactions, through a public offering or otherwise, but, except as otherwise provided herein, the Reporting Persons currently have no intention of selling any shares of Laureate Common Stock.

In anticipation of or following consummation of the Merger, Parent and the management and/or board of directors of the surviving corporation may review the surviving corporation and its assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what changes, if any, would be desirable following the Merger to enhance the business and operations of the surviving corporation and may cause the surviving corporation to engage in transactions that could include: (i) an extraordinary corporate transaction involving the Issuer’s corporate structure, business, or management such as merger, acquisition, reorganization or liquidation, (ii) the relocation of material operations or sale or transfer of a material amount of assets or (iii) any other change in the business of the surviving corporation. The Reporting Persons expressly reserve the right to make any changes they deem appropriate in light of such evaluation and review or in light of future developments.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

The second to last sentence of the disclosure in Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons beneficially own in the aggregate approximately 3,822,551 shares of Laureate Common Stock, which represent approximately 7.4% of the class (based on 51,956,902 outstanding shares of Laureate Common Stock as of June 3, 2007 (as reported in the Amended and Restated Merger Agreement filed as Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on June 4, 2007).

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended by deleting the third paragraph thereof (which paragraph begins “Mr. Douglas Becker and the Issuer are party to a restricted stock agreement”).

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The disclosure in Item 7 is hereby amended as follows:

Exhibit 7.01		Joint Filing Agreement (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed on March 26, 2007)
Exhibit 7.02		Douglas Becker Rollover Equity Commitment Letter dated June 3, 2007
Exhibit 7.03		Steven Taslitz Rollover Equity Commitment Letter dated June 3, 2007
Exhibit 7.04		KJT Gift Trust Rollover Equity Commitment Letter dated June 3, 2007
Exhibit 7.05		The Irrevocable BBHT II IDGT Rollover Equity Commitment Letter dated June 3, 2007
Exhibit 7.06		Irrevocable Grantor Retained Annuity Trust No. 11 Rollover Equity Commitment Letter dated June 3, 2007
Exhibit 7.07		Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc. Debt Commitment Letter dated June 3, 2007
Exhibit 7.08		Amended and Restated Agreement and Plan of Merger dated June 3, 2007 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on June 4, 2007)
Exhibit 7.09		R. Christopher Hoehn-Saric, Eric Becker and Jill Becker Commitment Letter Agreement dated June 3, 2007
Exhibit 7.10		Voting Agreement dated June 3, 2007
Exhibit 7.11		Amended and Restated Interim Investors Agreement of Wengen Alberta, Limited Partnership dated as of June 3, 2007
Exhibit 7.12		Press Release dated June 4, 2007 issued by Laureate Education, Inc. (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on June 4, 2007)
Exhibit 7.13		S.A.C. Capital Management, L.P. Equity Commitment Letter dated June 3, 2007
Exhibit 7.14		S.A.C. Capital Management, LLC Equity Commitment Letter dated June 3, 2007
Exhibit 7.15		S.A.C. Capital International, Ltd. Equity Commitment Letter dated June 3, 2007
Exhibit 7.16		S.A.C. Global Diversified Fund, Ltd. Equity Commitment Letter dated June 3, 2007
Exhibit 7.17		S.A.C. Multi-Strategy Fund, Ltd. Equity Commitment Letter dated June 3, 2007
Exhibit 7.18		S.A.C. Multi-Strategy Fund, L.P. Equity Commitment Letter dated June 3, 2007
Exhibit 7.19		Citigroup Global Markets Inc. Equity Commitment Letter dated June 3, 2007
Exhibit 7.20		Citigroup Capital Partners II 2007 Citigroup Investment, L.P. Commitment Letter dated June 3, 2007
Exhibit 7.21		Citigroup Capital Partners II Employee Master Fund, L.P. Commitment Letter dated June 3, 2007
Exhibit 7.22		Citigroup Capital Partners II Onshore, L.P. Commitment Letter dated June 3, 2007
Exhibit 7.23		Citigroup Capital Partners II Cayman Holdings, L.P. Commitment Letter dated June 3, 2007
Exhibit 7.24		CGI CPE LLC Commitment Letter dated June 3, 2007
Exhibit 7.25		Douglas Becker Margin Loan Commitment Agreement with Citigroup Global Markets Inc. dated June 4, 2007
Exhibit 7.26		R. Christopher Hoehn-Saric Margin Loan Commitment Agreement with Citigroup Global Markets Inc. dated June 4, 2007
Exhibit 7.27		Douglas Becker Margin Loan Commitment Agreement with Goldman, Sachs & Co. dated June 4, 2007
Exhibit 7.28		R. Christopher Hoehn-Saric Margin Loan Commitment Agreement with Goldman, Sachs & Co. dated June 4, 2007

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		/s/ DOUGLAS L. BECKER
		Douglas L. Becker

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		/s/ R. Christopher Hoehn-Saric
		R. Christopher Hoehn-Saric

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		/s/ Steven M. Taslitz
		Steven M. Taslitz

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		/s/ Eric D. Becker
		Eric D. Becker

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

				Date: June 7, 2007

				STEVEN A. COHEN

		By:		/s/ Peter A. Nussbaum
				Name: Peter A. Nussbaum
				Title: Authorized Person

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

				Date: June 7, 2007

				SIGMA CAPITAL MANAGEMENT, LLC

		By:		/s/ Peter A. Nussbaum
				Name: Peter A. Nussbaum
				Title: Authorized Person

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Capital Partners II 2007 Citigroup Investment, L.P.

		By:		Citigroup Private Equity LP, its general partner
		By:		Citigroup Alternative Investments LLC, its general partner


		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		CGI CPE LLC

		By:		CGI Private Equity LP, LLC, its sole member


		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Director

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		CGI Private Equity LP, LLC


		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Director

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citicorp Banking Corporation

		By:		/s/ William H. Wolf
		Name:		William H. Wolf
		Title:		Vice President

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Date: June 7, 2007


	Citigroup Capital Partners II Employee Master Fund, L.P.

	By:		Citigroup Private Equity LP, its general partner
	By:		Citigroup Alternative Investments LLC, its general partner


	By:		/s/ Millie Kim
	Name:		Millie Kim
	Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Capital Partners II Onshore, L.P.

		By:		Citigroup Private Equity LP, its general partner
		By:		Citigroup Alternative Investments LLC, its general partner


		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Capital Partners II Cayman Holdings, L.P.

		By:		Citigroup Private Equity LP, its general partner
		By:		Citigroup Alternative Investments LLC, its general partner


		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Private Equity LP

		By:		Citigroup Alternative Investments LLC, its general partner


		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Alternative Investments LLC

		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Investments Inc.

		By:		/s/ Millie Kim
		Name:		Millie Kim
		Title:		Assistant Secretary

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		Date: June 7, 2007


		Citigroup Inc.

		By:		/s/ Riqueza V. Feaster
		Name:		Riqueza V. Feaster
		Title:		Assistant Secretary

EX-7.02 2 a07-15938_1ex7d02.htm EX-7.02

Exhibit 7.02

June 3, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates the letter dated January 28, 2007 from the undersigned to Parent.

(1) contribute or cause to be contributed to Parent 156,966 shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Stock”), the aggregate amount of which, based on a value of $60.50 per share, will be equal to $9,496,443 (such amount, the “Stock Rollover Commitment Amount”); and

(2) agree that all options to purchase shares of Common Stock and restricted stock units (constituting the right to receive shares of Common Stock at a future date) (a schedule of which is set forth on Exhibit A attached to this letter agreement) (subject to adjustment in the event that Parent and I consent to the exercise of any portion of such options prior to the Effective Time, the “Cancelled Awards”) that I hold, immediately prior to the Merger, the aggregate amount of which, based on a value of $60.50 per share of Common Stock, will be equal to $78.1 million (such amount, the “Award Commitment Amount”) will be cancelled.

In exchange for the cancellation of the Cancelled Award, (i) Parent shall cause L Curve or the Surviving Corporation to establish a deferred compensation account balance plan, the initial balance of which will be equal to the Award Commitment Amount and the terms of which plan are summarized in my Equity Incentive Plan Summary of Terms attached as a schedule to the Amended and Restated Interim Investors Agreement of even date herewith and (ii) Parent shall have the use of my Award Commitment Amount for general corporate purposes. I further agree that at or prior to the Merger, I will donate all shares of Common Stock, other than the Rollover Stock, that I hold to one or more bona fide not-for-profit organizations.

I understand that I will not be under any obligation to take the actions described above in clauses (1) and (2) or to make the donation described in the preceding paragraph unless and until the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement are satisfied or waived. I further understand that I will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Stock Rollover Commitment Amount to Parent, or to cancel more than the Award Commitment Amount in exchange for the deferred compensation account balance plan.

By accepting this letter agreement, and subject to the consummation of the Offer and the Merger: Parent agrees to, or, as applicable, agrees to cause the Company as it shall exist after the Merger to, adopt and/or enter into, as applicable, and I hereby agree to enter into, definitive documents (including, without limitation, a deferred compensation plan that shall be initially credited, as of the Closing Date, with an amount equal to the Award Commitment Amount) that will contain terms that are consistent with the material terms and conditions set forth in that certain “Project Learning Curve- Doug Becker Equity Incentive Plan Summary of Terms” attached to that certain Amended and Restated Interim Investors Agreement dated the date hereof. Moreover, by executing this letter agreement each of Parent and I agree to negotiate in good faith promptly after the execution of the Merger Agreement so as to reach a reasonable agreement as to the final versions of such definitive documents.

The undersigned hereby represents and warrants as follows:

(a) This letter agreement is a valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles or equity.

(b) The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or other action by any Person under, or (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any right or obligation of the undersigned, except for such violations, consents, actions, defaults, rights or obligations which would not adversely affect the undersigned’s ability to perform its obligations hereunder.

(c) The undersigned (i) has and will have on the Closing Date the shares of Common Stock necessary to effect the transfer of the Stock Rollover Commitment Amount, and (ii) has and will have on the Closing Date the rights to elect to cancel the Cancelled Awards.

This letter agreement, and the undersigned’s obligation to fund the Stock Rollover Commitment Amount and to cancel the Cancelled Awards in exchange for the deferred compensation account balance plan (to the extent required by the terms hereof) will terminate

automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time the obligation shall be discharged) or (b) thirty (30) days following the valid termination of the Agreement in accordance with its terms.

I understand that I may not assign this letter agreement without your prior written consent. This letter agreement shall not be assignable by you without my prior written consent, except that you may assign this letter agreement, without my prior written consent, to any person to which you assign any of your rights and obligations under the Agreement.

The undersigned hereby consents to Parent entering into the Agreement, which amends and restates the Agreement and Plan of Merger dated as of January 28, 2007 among the Company, Parent and L Curve.

Notwithstanding any other term or condition of this letter agreement, my liability under this letter agreement shall be limited to the funding of the Stock Rollover Commitment Amount and my cancellation of the Cancelled Awards upon the completion of the Merger, upon the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement, and my liability shall be limited to a willful and material breach of this letter agreement and under no circumstances shall my maximum liability for any reason, including my willful and material breach of any of my commitments set forth herein, exceed the combined total of the Stock Rollover Commitment Amount and the Award Commitment Amount, and such damages shall not include any special, indirect, or consequential damages.

If the express third party beneficiary hereof determines to enforce the terms of this letter agreement as a result of a willful and material breach of this letter agreement, such third party beneficiary must do so on a pro rata basis against any other party to Equity Financing Commitments and Equity Rollover Commitments that have willfully and materially breached their obligations thereunder.

I acknowledge that the Company has relied on this letter agreement and is an express third party beneficiary hereof and is entitled to enforce obligations of the undersigned hereunder directly against the undersigned to the full extent thereof. This letter agreement is not intended to, and does not, confer upon any Person, other than Parent and the Company, rights or remedies hereunder or in connection herewith. This letter agreement may be executed in counterparts.

This letter agreement may not be terminated (except as otherwise provided herein), amended, and no provision waived or modified, except by an instrument in writing signed by us and Parent; provided that any termination, amendment, waiver or modification that would reasonably be expected to be adverse to the Company in any material respect (after taking into account any other amendments, waivers or modifications proposed to be made to the other Financing Commitments) shall require the consent of the Company.

and federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this letter agreement in any court other than the courts of the State of New York and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Agreement (with the address of the undersigned being the address set forth in the first page of this letter agreement).

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The parties hereto shall keep the existence and terms of this letter agreement confidential, and no party shall, without the prior approval of the other party, make any press release or other announcement concerning the existence or the terms of this letter agreement, except (i) as and to the extent necessary to comply with applicable federal or state laws or is requested or required by any governmental or regulatory authority or stock exchange, (ii) in any suit, action or proceeding relating to this letter agreement or enforcement of rights hereunder, (iii) to the Company and its directors, officers, employees and advisors who agree to keep such information confidential on terms at least as restrictive as those set forth in this paragraph and (iv) to Affiliates of such party and such party’s and its Affiliate’s respective partners, members, directors, officers, employees, agents, advisors and representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this paragraph.

		Very truly yours,

		DOUGLAS BECKER


		/s/ Douglas Becker

Accepted and Agreed to
as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:		Wengen Investments Limited, it general partner


By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.03 3 a07-15938_1ex7d03.htm EX-7.03

Exhibit 7.03

June 3, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

In the event of the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which would be fully satisfied upon the making of such contribution shall be deemed to have been satisfied), I agree that at the Merger I will contribute or cause to be contributed to Parent 180,000 shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Stock”), the aggregate amount of which, based on a value of $60.50 per share, will be equal to $10,890,000 (such amount, the “Rollover Commitment Amount”). I further agree that at or prior to the Merger, I will donate all shares of Common Stock, other than the Rollover Stock, that I hold to one or more bona fide not-for-profit organizations.

I understand that I will not be under any obligation pursuant to the two preceding sentences unless and until the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement are satisfied or waived. I further understand that I will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Rollover Commitment Amount to Parent.

The undersigned hereby represents and warrants as follows:

(c) The undersigned has and will have on the Closing Date the shares of Common Stock necessary to effect the transfer of the Rollover Commitment Amount.

This letter agreement, and the undersigned’s obligation to fund the Rollover Commitment Amount (to the extent required by the terms hereof) will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time the obligation shall be discharged) or (b) thirty (30) days following the valid termination of the Agreement in accordance with its terms.

The undersigned hereby consents to Parent entering into the Agreement, which amends and restates the Agreement and Plan of Merger dated as of January 28, 2007, among the Company, Parent and L Curve.

Notwithstanding any other term or condition of this letter agreement, my liability under this letter agreement shall be limited to the funding of the Rollover Commitment Amount upon the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger set forth in Article VIII of the Agreement, and my liability shall be limited to a willful and material breach of this letter agreement and under no circumstances shall my maximum liability for any reason, including my willful and material breach of any of my commitments set forth herein, exceed the Rollover Commitment Amount, and such damages shall not include any special, indirect, or consequential damages.

This letter agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this letter agreement in any court other than the courts of the State of New York and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Agreement (with the address of the undersigned being the address set forth in the first page of this letter agreement).

		Very truly yours,

		STEVEN TASLITZ


		/s/ Steven Taslitz

Accepted and Agreed to
as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.04 4 a07-15938_1ex7d04.htm EX-7.04

Exhibit 7.04

June 3, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

In the event of the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which would be fully satisfied upon the making of such contribution shall be deemed to have been satisfied), I agree that at the Merger I will contribute or cause to be contributed to Parent all shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Equity”), the aggregate amount of which, based on a value of $60.50 per share, will be equal to $4,165,122.50 (such amount, the “Rollover Commitment Amount”).

I understand that I will not be under any obligation pursuant to the preceding sentence unless and until the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement are satisfied or waived. I further understand that I will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Rollover Commitment Amount to Parent.

The undersigned hereby represents and warrants as follows:

(b) The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or other action by any Person under, or

(ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any right or obligation of the undersigned, except for such violations, consents, actions, defaults, rights or obligations which would not adversely affect the undersigned’s ability to perform its obligations hereunder.

(c) The undersigned has and will have on the Closing Date the shares of Common Stock necessary to effect the transfer of the Rollover Commitment Amount.

This letter agreement shall not be assignable by you without my prior written consent, except that you may assign this letter agreement, without my prior written consent, to any person to which you assign any of your rights and obligations under the Agreement.

The undersigned hereby consents to Parent entering into the Agreement, which amends and restates the Agreement and Plan of Merger dated as of January 28, 2007, among the Company, Parent and L Curve.

This letter agreement may not be terminated (except as otherwise provided herein), amended, and no provision waived or modified, except by an instrument in writing

signed by us and Parent; provided that any termination, amendment, waiver or modification that would reasonably be expected to be adverse to the Company in any material respect (after taking into account any other amendments, waivers or modifications proposed to be made to the other Financing Commitments) shall require the consent of the Company.

		Very truly yours,

		KJT GIFT TRUST

		By:		/s/ Steven Taslitz
				Name: Steven Taslitz
				Title:

Accepted and Agreed to
as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.05 5 a07-15938_1ex7d05.htm EX-7.05

Exhibit 7.05

June 3, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

In the event of the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which would be fully satisfied upon the making of such contribution shall be deemed to have been satisfied), I agree that at the Merger I will contribute or cause to be contributed to Parent all shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Equity”), the aggregate amount of which, based on a value of $60.50 per share, will be equal to $4,165,122.50 (such amount, the “Rollover Commitment Amount”).

The undersigned hereby represents and warrants as follows:

(b) The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or other action by any Person under, or

(c) The undersigned has and will have on the Closing Date the shares of Common Stock necessary to effect the transfer of the Rollover Commitment Amount.

The undersigned hereby consents to Parent entering into the Agreement, which amends and restates the Agreement and Plan of Merger dated as of January 28, 2007, among the Company, Parent and L Curve.

This letter agreement may not be terminated (except as otherwise provided herein), amended, and no provision waived or modified, except by an instrument in writing

		Very truly yours,

		THE IRREVOCABLE BBHT II IDGT

		By:		/s/ Marianne Schmitt Hellauer
				Name: Marianne Schmitt Hellauer
				Title: Trustee

Accepted and Agreed to
as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.06 6 a07-15938_1ex7d06.htm EX-7.06

Exhibit 7.06

June 3, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

In the event of the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which would be fully satisfied upon the making of such contribution shall be deemed to have been satisfied), I agree that at the Merger I will contribute or cause to be contributed to Parent all shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Equity”), the aggregate amount of which, based on a value of $60.50 per share, will be equal to $7,972,690.00 (such amount, the “Rollover Commitment Amount”).

The undersigned hereby represents and warrants as follows:

(b) The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or other action by any Person under, or

(c) The undersigned has and will have on the Closing Date the shares of Common Stock necessary to effect the transfer of the Rollover Commitment Amount.

The undersigned hereby consents to Parent entering into the Agreement, which amends and restates the Agreement and Plan of Merger dated as of January 28, 2007, among the Company, Parent and L Curve.

This letter agreement may not be terminated (except as otherwise provided herein), amended, and no provision waived or modified, except by an instrument in writing

		Very truly yours,

		IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST NO. 11

		By:		/s/ Marianne Schmitt Hellauer
				Name: Marianne Schmitt Hellauer
				Title: Trustee

Accepted and Agreed to
as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.07 7 a07-15938_1ex7d07.htm EX-7.07

Exhibit 7.07

GOLDMAN SACHS CREDIT PARTNERS L.P.		CITIGROUP GLOBAL MARKETS INC.
85 Broad Street		390 Greenwich Street
New York, New York 10004		New York, New York 10013

CREDIT SUISSE		JPMORGAN CHASE BANK, N.A.
CREDIT SUISSE SECURITIES (USA) LLC		J.P. MORGAN SECURITIES INC.
Eleven Madison Avenue		270 Park Avenue
New York, NY 10010		New York, NY 10017

CONFIDENTIAL

June 3, 2007

L Curve Sub Inc.
c/o Addressees set forth below
Attention: Douglas Becker

Project Learning Curve
Commitment Letter

Ladies and Gentlemen:

You have advised us that L Curve Sub Inc. (“Newco”), formed at the direction of KKR (as defined below), intends to acquire (the “Acquisition”) Laureate Education, Inc. (the “Company” or “Laureate”), and to consummate the other Transactions described herein (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”)). As used herein, “Investors” are expected to include the entities and individuals set forth on Exhibit F and Kohlberg Kravis Roberts & Co. L.P. and its affiliates (“KKR”) (collectively, the “Investors”).

You have further advised each of Goldman Sachs Credit Partners L.P. (“GSCP”), Citigroup Global Markets Inc. (“CGMI”), Credit Suisse (“CS”), Credit Suisse Securities (USA) LLC (“CS Securities”), JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities Inc. (“JPMSI” and, together with GSCP, CGMI, CS, CS Securities and JPMCB, the “Agents”) that, in connection therewith, it is intended that the financing for the Transactions will include (a) the margin loan credit facility (the “Margin Loan Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit D (the “Margin Loan Facility Term Sheet”), in an aggregate principal amount of up to $1,612 million, (b) the senior secured credit facilities (the “Senior Facilities”) described in the Senior Facilities Term Sheet, in an aggregate principal amount of up to $1,335 million, (c) at your option, either (i) up to $725 million in aggregate principal amount of senior unsecured notes (the “Senior Unsecured Notes”) in a public offering or in a Rule 144A or other private placement or (ii) if the Senior Unsecured

Notes are not issued on or prior to the Closing Date (as defined below), up to $725 million of senior unsecured increasing rate loans (the “Senior Unsecured Bridge Loans”) under the senior unsecured credit facility (the “Senior Unsecured Bridge Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Senior Unsecured Bridge Term Sheet”) and (d) at your option, either (i) up to $325 million in aggregate principal amount of senior subordinated notes (the “Senior Subordinated Notes”; and together with the Senior Unsecured Notes, the “Notes”) in a public offering or in a Rule 144A or other private placement or (ii) if the Senior Subordinated Notes are not issued on or prior to the Closing Date, up to $325 million of senior subordinated increasing rate loans (the “Senior Subordinated Bridge Loans”; and together with the Senior Unsecured Bridge Loans, the “Bridge Loans”) under the senior subordinated credit facility (the “Senior Subordinated Bridge Facility”; and together with the Senior Unsecured Bridge Facility, the “Bridge Facilities”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Senior Subordinated Bridge Term Sheet” and, together with the Margin Loan Facility Term Sheet, the Senior Facilities Term Sheet and the Senior Unsecured Bridge Term Sheet, the “Term Sheets”). The Margin Loan Facility, the Senior Facilities and the Bridge Facilities are collectively referred to herein as the “Facilities” and the Senior Facilities and the Bridge Facilities are collectively referred to herein as the “Permanent Financing Facilities”. Notwithstanding the foregoing, (i) the portion of the debt amounts referred to above with respect to the Permanent Financing Facilities that are to be funded on or prior to the Closing Date (other than the Facility Increase Amount, which shall not be included as debt for the purposes of such adjustment, including the calculation of Pro Forma LTM EBITDA (as defined below)) will be adjusted such that the aggregate amount of such debt, taken together with any Rollover Debt (as defined below) does not exceed 7.1x Pro Forma LTM EBITDA, which such adjustment shall be allocated pro rata among the Term Loan Facility, the Revolving Facility (to the extent drawn on the Closing Date), the Senior Unsecured Notes or the Senior Unsecured Bridge Facility as the case may be, and the Senior Subordinated Notes or the Senior Subordinated Bridge Facility as the case may be and (ii) the amount of the Term Loan Facility shall be reduced by the amount of existing debt of the Borrower and its subsidiaries to remain outstanding after the Closing Date (which, for the avoidance of doubt, shall not include Title IV funding and which shall be limited (so long as the result of such limitation does not exceed $30 million) to the pro rata share of such existing debt allocable to the Borrower and its subsidiaries with respect to the Non-Wholly Owned Subsidiaries) (“Rollover Debt”), provided that in no event shall any such adjustment in clause (i) or (ii) above result in the aggregate amount of such funded debt (including any Rollover Debt, but not including the Facility Increase Amount) being less than $1.7 billion.For purposes of this Commitment Letter, “Pro Forma LTM EBITDA” means, at any date, the pro forma consolidated EBITDA of the Company and its subsidiaries for the trailing four-quarter period most recently ended prior to the Closing Date for which financial statements are available determined in the same manner as agreed for the definition of EBITDA in the Facilities Documentation (including, without limitation pro forma EBITDA from acquisitions consummated prior to the Closing Date).

In connection with the foregoing, (i) GSCP and CGMI (on behalf of Citigroup (as defined below)) are pleased to advise you of their commitments to, severally and not jointly, each provide 40% of each of the Margin Loan Facility, the Senior Facilities and the Bridge Facilities and (ii) CS and JPMCB are pleased to advise you of their commitments to, severally and not jointly, each provide 10% of each of the Margin Loan Facility, the Senior Facilities and the Bridge Facilities, in each case upon the terms and subject to the conditions set forth or

referred to in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”). In addition, GSCP and CGMI, severally and not jointly, each commit to provide 50% of (i) the increase in the aggregate principal amount of the revolving facility under the Company’s existing Five-Year Credit Agreement (as amended, supplemented or modified from time to time, the “Existing Credit Agreement”) dated as of August 16, 2006 among the Refinancing Backstop Borrowers, JPMorgan Chase Bank, N.A., as facility agent, and J.P. Morgan Europe Limited, as London agent, by an aggregate principal amount of up to $100 million (the “New Incremental Revolving Facility”); provided that such incremental facility shall be a 360-day facility and (ii) the new letter of credit facility (the “New Letter of Credit Facility”; and together with the New Incremental Revolving Facility, the “New Incremental Facilities”) under the Existing Credit Agreement in an aggregate principal amount of up to $75 million, which shall be used for the sole purpose of issuing a letter of credit (the “DOE Letter of Credit”) if requested by you to satisfy the requirements of the United States Department of Education; provided that (x) the New Letter of Credit Facility may be terminated or the aggregate principal amount thereof may be reduced at your option at any time without penalty, (y) the New Letter of Credit Facility shall be subject to the same rates, fees and other terms as provided in the Existing Credit Agreement other than the expiration date as described in clause (z) and (z) the New Letter of Credit Facility shall be made available on the date of the initial takedown of the Tender Offer (the “Takedown Date”), and if the DOE Letter of Credit is issued thereunder, such DOE Letter of Credit shall not expire prior to two years after the Closing Date (or such shorter period requested by us), irrespective of whether any other loans or commitments outstanding under the Existing Credit Facility shall be repaid or terminated on the Closing Date.

It is agreed that (i) each of GSCP and Citigroup will act as a joint lead arranger for the Senior Facilities and the Bridge Facilities (in such capacity, the “Permanent Facilities Lead Arranger” and, together, the “Permanent Facilities Lead Arrangers”), (ii) each of GSCP and Citigroup will act as a joint lead arranger for the Margin Loan Facility (in such capacity, the “Margin Loan Facility Lead Arranger” and, together, the “Margin Loan Facility Lead Arrangers” and together with the Permanent Facilities Lead Arrangers the “Lead Arrangers”), (iii) each of GSCP and Citigroup will act as a joint bookrunner for the Senior Facilities and the Margin Loan Facility, (iv) each of GSCP, Citigroup, CS and JPMCB will act as a joint bookrunner for the Bridge Facilities and (v) an entity to be mutually agreed between you and the Lead Arrangers will act as administrative agent for the Facilities (in such capacity, the “Administrative Agent”). You may appoint additional agents, co-agents and one additional joint lead arranger and joint bookrunner or confer other titles in respect of each Facility in a manner and with economics determined by you in consultation with the Lead Arrangers; provided, however, that (i) GSCP shall be entitled to retain at least 40% of the economics to be paid on the Closing Date and Citigroup shall be entitled to retain at least 40% of the economics to be paid on the Closing Date (and in no event less than any other Lead Arranger), (ii) CS shall be entitled to retain at least 10% of the economics to be paid on the Closing Date and JPMCB shall be entitled to retain at least 10% of the economics to be paid on the Closing Date and (iii) GSCP shall have “left-side” designation with respect to any marketing materials in respect thereof and Citigroup shall be immediately “to the right” of GSCP with respect to such marketing materials. No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letters referred to below and other than in connection with any additional appointments referred to above) will be paid to any Lender in connection with the Facilities unless you and the Agents shall so agree. For purposes of this Commitment Letter, “Citigroup” means CGMI, Citibank,

N.A., Citigroup USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citigroup shall determine to be appropriate to provide the services contemplated herein.

The Agents reserve the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of the Agents’ commitments hereunder to a group of financial institutions (together with the Agents, the “Lenders”) identified by the Agents in consultation with you and reasonably acceptable to them and you (your consent not to be unreasonably withheld or delayed), and you agree to use commercially reasonable efforts to provide the Agents with a period of at least 20 consecutive calendar days following the launch of general syndication of the Senior Facilities and immediately prior to the Closing Date to syndicate the Senior Facilities; provided that, notwithstanding each Agent’s right to syndicate the Facilities and receive commitments with respect thereto, it is understood that any syndication of, or receipt of commitments in respect of, all or any portion of an Agent’s commitments hereunder prior to the initial funding under the Senior Facilities or, in the case of the Margin Loan Facility, prior to the initial funding of such commitments, shall not reduce such Agent’s commitments hereunder (provided, however, that, notwithstanding the foregoing, assignments of an Agent’s commitments which are effective simultaneously with the funding of such commitments by the assignee shall be permitted) (the date of such initial funding under the Senior Facilities, the “Closing Date”) and, unless you otherwise agree in writing, each Agent shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications and amendments, until the Closing Date has occurred; provided that participations shall be permitted with customary voting rights for participants so long as the participations provide that, with respect to any actions where the participant has voting rights, the Lead Arrangers retain the right to terminate (pre-closing with respect to any of the Facilities) or buy (post-closing through the first anniversary of the Closing Date with respect to the Bridge Facilities only) the participation of any participant not consenting to the requested change. Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Agents’ commitments hereunder are not subject to syndication of the Facilities. The Agents intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date. You agree actively to assist the Agents in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of KKR and, to the extent practical and appropriate, the Company, (b) direct contact between senior management, representatives and advisors of you, KKR and the Company and the proposed Lenders at times mutually agreed upon, (c) your and KKR’s assistance, and your using commercially reasonable efforts to cause the Company to assist, in the preparation of a customary Confidential Information Memorandum for the Facilities and other marketing materials to be used in connection with the syndications, (d) prior to the launch of the syndications, using your commercially reasonable efforts to procure a corporate credit rating from Standard & Poor’s Ratings Services (“S&P”) and a corporate family rating from Moody’s Investors Service, Inc. (“Moody’s”), in each case in respect of the Borrower, and ratings for each of the Facilities and the Notes from each of S&P and Moody’s and (e) the hosting, with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon.

The Lead Arrangers will, in consultation with you, manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause KKR and the Company to provide) to the Agents all customary information with respect to you, the Company and each of your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Projections”), as the Agents may reasonably request. You hereby represent and covenant that (a) to the best of your knowledge, all written information and written data other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Agents by you, the Company, KKR or any of your and their respective representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections that have been or will be made available to the Agents by you, the Company, KKR or any of your and their respective representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to the Agents. You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be correct in all material respects under those circumstances. In arranging and syndicating the Facilities, the Agents will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

You hereby acknowledge that (a) the Agents will make available Information and Projections to the proposed syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). If reasonably requested by the Lead Arrangers, you will assist us in preparing an additional version of the Confidential Information Memorandum to be used by Public Lenders. The information to be included in the additional version of the Confidential Information Memorandum will be substantially consistent with the information included in any offering memorandum for the offering for the Notes.It is understood that in connection with your assistance described above, authorization letters will be included in any Confidential Information Memorandum that authorize the distribution of the Confidential Information Memorandum to prospective Lenders, containing a representation to the Lead Arrangers that the public-side version does not include material non-public information about the Company, and exculpate you, the Investors, the Company and us with respect to any liability related to the use of the contents of the Confidential Information Memorandum or any related marketing material by the recipients thereof. You agree to use commercially reasonable efforts to identify that portion of the Information that may be distributed to the Public Lenders as

“PUBLIC”. You acknowledge that the following documents may be distributed to Public Lenders (unless you promptly notify us that any such document contains material non-public information with respect to the Company or its securities): (a) drafts and final definitive documentation with respect to the Facilities; (b) administrative materials prepared by the Agents for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notification of changes in the terms of the Facilities.

As consideration for the commitments of the Agents hereunder and their agreement to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Newco Fee Letter”). As consideration for the commitments of GSCP and CGMI hereunder and their agreement to perform the services described herein with respect to the New Letter of Credit Facility and the New Incremental Revolving Facility, the Company has agreed to pay the fees set forth in the Fee Letter dated the date hereof and delivered herewith with respect to the New Letter of Credit Facility and the New Incremental Revolving Facility (the “Company Fee Letter” and together with the Newco Fee Letter, the “Fee Letters”). Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letters.

The commitments of the Agents hereunder and their agreement to perform the services described herein are subject to the conditions precedent set forth herein and in Exhibits D and E hereto. In addition, the commitments of the Agents hereunder are subject to the execution and delivery of definitive documentation, closing certificates, solvency certificates and opinions with respect to the Facilities (the “Facilities Documentation”), in each case consistent with the Term Sheets and otherwise mutually agreed to be customary and appropriate for transactions of this type for affiliates of KKR; provided that, notwithstanding anything in this Commitment Letter, the Fee Letters, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, its subsidiaries and their businesses the making of which may be a condition to availability of the Permanent Financing Facilities on the Closing Date and the effectiveness of the Margin Loan Facility shall be (a) such of the representations made by the Company in the Purchase Agreement as are material to the interests of the Lenders (it being understood that the representation and warranty set forth in Section 4.11(i) of the Purchase Agreement (including, for the avoidance of doubt, the defined terms referenced therein) is deemed to be material to the interests of the Lenders), but only to the extent that you actually have the right to terminate your obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement and (b) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Permanent Financing Facilities on the Closing Date or the Margin Loan Facility on the Takedown Date if the conditions set forth herein and in the Term Sheets are satisfied (it being understood that, to the extent any Guarantee or Collateral (each as defined in Exhibit A hereto) (other than the U.S. pledge and perfection of security interests in the pledged stock (to the extent required under the Senior Facilities Term Sheet) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such Guarantee and/or Collateral shall not constitute a condition precedent to the availability of the Permanent Financing Facilities on the Closing Date but shall be required to be

delivered after the Closing Date pursuant to arrangements to be mutually agreed). Those matters that are not covered by or made clear under the provisions of this Commitment Letter are subject to the approval and agreement of the Agents and you; provided that such approvals and agreements shall be in a manner that is consistent with the Term Sheets and customary and appropriate for transactions of this type with affiliates of KKR. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to corporate power and authority, the execution, delivery and enforceability of the Facilities Documentation, Federal Reserve margin regulations and the Investment Company Act.

You agree (a) to indemnify and hold harmless each of the Agents and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheets), the Fee Letters, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, (ii) arising from a breach of the obligations of such Indemnified Person under this Commitment Letter or the Facilities Documentation or (iii) arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought solely by an Indemnified Person against any other Indemnified Person, and (b) to reimburse the Agents and each Indemnified Person from time to time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of the Agents’ due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Agents identified in the Term Sheets and of a single local counsel to the Agents in each relevant jurisdiction (subject to actual conflicts), except allocated costs of in-house counsel), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letters, the definitive documentation for the Facilities and any security arrangements in connection therewith (collectively, the “Expenses”); provided that you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing or (ii) any indirect, special, punitive or consequential damages in connection with its activities related to the Facilities.

You acknowledge that the Agents and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Agents nor any of their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Agents nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Agents nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

As you know, each Agent is a full service securities firm engaged, either directly or through its affiliates, in various activities, including securities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Agents and their respective affiliates may actively trade the debt and equity securities (or related derivative securities) of the Company and other companies which may be the subject of the arrangements contemplated by this letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Each Agent or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Company or other companies which may be the subject of the arrangements contemplated by this Commitment Letter.

The Agents and their respective affiliates may have economic interests that conflict with those of the Company and you. You agree that the Agents will act under this letter as independent contractors and that nothing in this Commitment Letter or the Fee Letters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Agents and you and the Company, your and their respective stockholders or your and their respective affiliates. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letters are arm’s-length commercial transactions between the Agents, on the one hand, and you and the Company, on the other, (ii) in connection therewith and with the process leading to such transaction each Agent is acting solely as a principal and not as agents or fiduciaries of you, the Company, your and their management, stockholders, creditors or any other person, (iii) the Agents have not assumed an advisory or fiduciary responsibility in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agents or any of their respective affiliates have advised or are currently advising you or the Company on other matters) or any other obligation to you except the obligations expressly set forth in this Commitment Letter and the Fee Letters and (iv) you have consulted your own legal and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Agents have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to you, in connection with such transaction or the process leading thereto.

This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to the Borrower, with all obligations and liabilities of Newco hereunder being assumed by the Borrower upon the effectiveness of such assignment) without the prior written consent of the Agents, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Any and all obligations of, and services to be provided by, the Agents hereunder (including, without limitation, its commitments) may be performed and any and all rights of the Agents hereunder may be exercised by or through any of their affiliates or branches. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Agents and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter, together with the Fee Letters dated the date hereof, supersedes all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letters and their respective terms or substance, or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, or the activities of the Agents pursuant hereto or to the Fee Letters shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Investors and to your and their officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Agents consent to such

proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof); provided that (i) you may disclose this Commitment Letter and the contents hereof to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents in any proxy relating to the Acquisition and in any prospectus or other offering memorandum relating to the Notes, (iii) you may disclose this Commitment Letter, and the contents hereof, to potential Lenders and to rating agencies in connection with obtaining ratings for the Facilities, (iv) you may disclose the fees contained in the Fee Letters as part of a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and (v) to the extent portions thereof have been redacted in a manner to be agreed, you may disclose the Newco Fee Letter and the contents thereof to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis. You agree that you will permit us to review and approve (such approval not to be unreasonably withheld or delayed) any reference to us or any of our affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

You acknowledge that the information and documents relating to the Facilities may be transmitted through Syndtrak, Intralinks, the internet, e-mail or similar electronic transmission systems, and that the Agents shall not be liable for any damages arising from the use by others of information or documents transmitted in such manner.

The Agents and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent the Agents from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Agents, to the extent permitted by law, agree to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over the Agents or any of their affiliates, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Agents or any of their affiliates, (d) to the extent that such information is received by the Agents from a third party that is not to the Agents’ knowledge subject to confidentiality obligations to the Borrower, (e) to the extent that such information is independently developed by the Agents, (f) to the Agents’ affiliates and their respective officers, directors, partners, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) or (h) for purposes of establishing a “due diligence” defense. The Agents’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Facilities upon the initial funding thereunder.

The indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Agents’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded by the definitive documentation relating to the Facilities upon the initial funding thereunder (or, in the case any Notes are issued on the Closing Date, upon the initial funding of the Senior Facilities only), and you shall be released from all liability in connection with such terminated and superseded obligations.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each of the Agents and each other Lender is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name, address, tax identification number and other information regarding the Borrower and the Guarantors that will allow any of the Agents or such Lender to identify the Borrower and the Guarantors in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Agents and each Lender.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Newco Fee Letter by returning to us executed counterparts hereof and of the Newco Fee Letter not later than 5:00 p.m., New York City time, on June 6, 2007. The Agents’ respective commitments hereunder and agreements contained herein will expire at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence or executed counterparts of the Company Fee Letter. In the event that the initial borrowing in respect of the Senior Facilities does not occur on or before the date that is the earlier of (a) 180 days after the Takedown Date and (b) December 21, 2007, then this Commitment Letter and the commitments and undertakings of each of the Agents hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension.

For the avoidance of doubt, the parties hereto hereby agree that this letter will replace in its entirety, and supersedes, the Commitment Letter, dated as of January 28, 2007, among Newco, GSCP and CGMI, which shall have no further force or effect.

[Remainder of this page intentionally left blank]

The Agents are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

		Very truly yours,

		GOLDMAN SACHS CREDIT PARTNERS L.P.

		By		/s/ Walter Jackson
				Name: Walter Jackson
				Title: Authorized Signatory


		CITIGROUP GLOBAL MARKETS INC.

		By		/s/ Caesar W. Wyszomirski
				Name: Caesar W. Wyszomirski
				Title: Director


		CREDIT SUISSE, CAYMAN ISLANDS BRANCH

		By		/s/ David Dodd
				Name: David Dodd
				Title: Vice President

		By		/s/ Rianka Mohan
				Name: Rianka Mohan
				Title: Vice President


		CREDIT SUISSE SECURITIES (USA) LLC

		By		/s/ Christopher G. Cunningham
				Name: Christopher G. Cunningham
				Title: Managing Director

		JPMORGAN CHASE BANK, N.A.

		By		/s/ Kathryn A. Duncan
				Name: Kathryn A. Duncan
				Title: Managing Director


		J.P. MORGAN SECURITIES INC.

		By		/s/ Teri Steusand
				Name: Teri Steusand
				Title: Vice President

Accepted and agreed to as of
the date first above written:

L CURVE SUB INC.

By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.09 8 a07-15938_1ex7d09.htm EX-7.09

Exhibit 7.09

June 3, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of the date hereof (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) among Laureate Education, Inc., a Maryland corporation (the “Company”), Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent (“L Curve”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. This letter agreement amends and restates in its entirety the letter agreement dated March 13, 2007 from the undersigned to Parent.

1. In the event of the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which would be fully satisfied upon the making of such contribution shall be deemed to have been satisfied),

(a) each of Jill Becker, Eric Becker and R. Christopher Hoehn-Saric (collectively, the “Undersigned Individuals”) agrees that, immediately prior to the Effective Time, he/she will sell to Parent all shares of Common Stock that he/she holds (as set forth on Exhibit A attached to this letter agreement, subject to adjustment to reflect changes in such holdings of Common Stock between the date hereof and the time of such sale) in exchange for a per share amount in cash of $60.50 less any applicable withholding taxes; and

(b) R. Christopher Hoehn-Saric (“RCHS”), agrees that, immediately prior to the Effective Time, all options to purchase shares of Common Stock held by him at such time, a schedule of which is set forth on Exhibit A attached to this letter agreement (subject to adjustment in the event that Parent and RCHS consent to the exercise of any portion of such options prior to the Effective Time, the “Cancelled Awards”), will be cancelled. In exchange for the cancellation of the Cancelled Awards, Parent and RCHS understand and agree that (i) Parent shall cause L Curve or the Surviving Corporation to establish a deferred compensation account balance plan, the initial balance of which will be equal to the Award Commitment Amount and the terms of which plan are summarized on Exhibit B attached hereto (the “DCP”), and (ii) Parent shall have the use of RCHS’s Award Commitment Amount for general corporate purposes. Parent and RCHS will negotiate in good faith and enter into (or, in the case of Parent, cause the Surviving Corporation to enter into) definitive documentation relating to the DCP on terms consistent with the material terms and conditions of this letter agreement and Exhibit B hereto. RCHS will not exercise any options to purchase shares of Common Stock without Parent’s prior written consent.

“Award Commitment Amount” means an amount equal to the aggregate value of the Cancelled Awards, based on a value of $60.50 per share of Common Stock ($48,622,060 as of the date hereof and based on the information set forth in Exhibit A).

2. Each of the Undersigned Individuals understands that he/she will not be under any obligation to take the actions described above in clauses 1 (a) and, solely with respect to RCHS, (c) (except for RCHS’s obligation not to exercise any options to purchase shares of Common Stock without Parent’s prior written consent) unless and until the conditions precedent to Parent’s obligation to consummate the Merger as set forth in Article VIII of the Agreement are satisfied or waived.

3. By accepting this letter agreement, Parent agrees to, or, as applicable, agrees to cause the Company or the Surviving Corporation to, (a) after the satisfaction or waiver of the conditions to the Merger as set forth in Article VIII of the Agreement and immediately prior to the Effective Time, and only if (x) such Undersigned Individual’s representations and warranties contained in this letter agreement are true and correct in all material respects (or in the case of the representations and warranties contained in paragraphs 4(c) and 4(d), in all respects) when made and at and as of the Closing Date and (y) such Undersigned Individual has performed in all material respects all of its obligations under this letter agreement required to be performed by such Undersigned Individual on or prior to the Closing Date, purchase from each of the Undersigned Individuals all of his/her shares of Common Stock for a per share amount in cash of $60.50 and (b) subject to the consummation of the Merger, negotiate in good faith and adopt and/or enter into, definitive documents relating to the DCP that will contain terms that are consistent with the material terms and conditions set forth in Exhibit B attached hereto. Parent shall have no obligation to purchase shares of Common Stock from any Undersigned Individual if such purchase would be reasonably expected to violate any applicable federal or state securities laws.

4. Each of the Undersigned Individuals hereby represents and warrants, solely with respect to himself/herself, as follows:

(a) This letter agreement is a valid and binding obligation of such Undersigned Individual enforceable against such Undersigned Individual in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles or equity.

(b) The execution, delivery and performance by such Undersigned Individual of this letter agreement do not and will not (i) require any consent or other action by any Person with respect to, (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under or (iii) result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any right or obligation of such Undersigned Individual, except for such violations, consents, actions, defaults, rights or obligations which would not adversely affect such Undersigned Individual’s ability to perform his or her obligations hereunder.

(c) Such Undersigned Individual has and will have immediately prior to the Effective Time the rights to sell to Parent his or her shares of Common Stock as set forth on Exhibit A hereto.

RCHS further represents and warrants, solely with respect to himself, that he has and will have immediately prior to the Effective Time the right to cancel the Cancelled Awards and, if such awards are not cancelled, would have the right to receive the full amount of the Award Commitment Amount pursuant to the Agreement in connection with such Cancelled Awards.

5. This letter agreement, and the obligations of the Undersigned Individuals to sell to Parent their shares of Common Stock and, solely with respect to RCHS, to enter into a new deferred compensation arrangement with respect to the Award Commitment Amount (to the extent required by the terms hereof) will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time the obligation shall be discharged) or (b) thirty (30) days following the valid termination of the Agreement in accordance with its terms.

6. This letter agreement shall not be assignable by Parent without the prior written consent of each of the Undersigned Individuals, except that Parent may assign this letter agreement, without such prior written consent, to any Person to which Parent assigns any of its rights and obligations under the Agreement. Unless Parent so elects to assign this letter agreement to a Person to which Parent assigns any of its rights and obligations under the Agreement, Parent’s obligations and, except with respect to obligations arising pursuant to Section 1(b) hereof, the Undersigned Individuals’ obligations pursuant to this letter agreement shall terminate in the event Parent assigns its obligations under the Agreement.

7. Notwithstanding any other term or condition of this letter agreement, the liability of each of the Undersigned Individuals shall be limited to a willful and material breach of this letter agreement and under no circumstances shall the maximum liability of any Undersigned Individual for any reason, including his/her respective willful and material breach of any of

his/her commitments set forth herein, exceed the value of his/her shares of Common Stock based on the value of $60.50 per share or, solely with respect to RCHS, the combined total of the value of his shares of Common Stock based on the value of $60.50 per share and the Award Commitment Amount. Under no circumstances shall damages include any special, indirect, or consequential damages.

8. This letter agreement is not intended to, and does not, confer upon any Person, other than Parent and the Undersigned Individuals, rights or remedies hereunder or in connection herewith. This letter agreement may be executed in counterparts.

9. This letter agreement may not be terminated (except as otherwise provided herein) or amended and no provision of this letter agreement may be waived or modified, except by an instrument in writing signed by Parent and each of the Undersigned Individuals affected thereby.

10. This letter agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this letter agreement in any court other than the courts of the State of New York and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Agreement (with the address of the undersigned being the address set forth in the first page of this letter agreement).

11. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12. The parties hereto shall keep the existence and terms of this letter agreement confidential, and no party shall, without the prior approval of the other party, make any press release or other announcement concerning the existence or the terms of this letter agreement, except (i) as and to the extent necessary to comply with applicable federal or state laws or is requested or required by any governmental or regulatory authority or stock exchange, (ii) in any suit, action or proceeding relating to this letter agreement or enforcement of rights hereunder,

(iii) to the Company and its directors, officers, employees and advisors who agree to keep such information confidential on terms at least as restrictive as those set forth in this paragraph and (iv) to Affiliates of such party and such party’s and its Affiliate’s respective partners, members, directors, officers, employees, agents, advisors and representatives who agree to keep such information confidential on terms substantially identical to the terms contained in this paragraph.

		Very truly yours,

		R. Christopher Hoehn-Saric

		/s/ Christopher Hoehn-Saric


		Eric Becker

		/s/ Eric Becker


		Jill Becker

		/s/ Jill Becker

Accepted and Agreed to
as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:		Wengen Investments Limited, its general partner

By:		/s/ Jonathan Smidt
		Name: Jonathan Smidt
		Title: Director

EX-7.10 9 a07-15938_1ex7d10.htm EX-7.10

Exhibit 7.10

EXECUTION COPY

VOTING AGREEMENT

VOTING AGREEMENT, dated as of June 3, 2007 (this “Agreement”), by and among Wengen Alberta, Limited Partnership, a limited partnership organized under the laws of Alberta (“Parent”), Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11 (each, a “Stockholder” and collectively, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, Parent, L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent, and Laureate Education, Inc., a Maryland corporation (the “Company”) are entering into an Amended and Restated Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”) pursuant to which, among other things, L Curve Sub Inc. (and potentially other Persons) will commence a tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) as provided in the Merger Agreement (such tender offer, as it may be modified by time to time in accordance with the Merger Agreement, the “Offer”) and subsequently L Curve Sub Inc. will merge with and into the Company.

WHEREAS, as a condition and inducement to Parent entering into the Merger Agreement, Parent has required that the Stockholders agree, and the Stockholders have agreed, to enter into this Agreement and abide by the covenants and obligations with respect to the Covered Shares (as hereinafter defined) set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.1. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.

“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the

Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.

“Covered Shares” means, with respect to each Stockholder, such Stockholder’s Existing Shares, together with any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case that such Stockholder acquires Beneficial Ownership of on or after the date hereof.

“Encumbrance” means any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to acquire any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement).

“Existing Shares” means, with respect to each Stockholder, the shares of Common Stock Beneficially Owned and owned of record by such Stockholder.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity, or any Group comprised of two or more of the foregoing.

“Representatives” means the officers, directors, employees, agents, advisors and Affiliates of a Person.

“Transfer” means, directly or indirectly, to sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, Encumbrance, hypothecation or similar disposition of (by merger, by testamentary disposition, by operation of law or otherwise).

2.1 Agreement to Vote. Each Stockholder hereby agrees that during the term of this Agreement, at the Company Stockholder Meeting or any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Covered Shares are entitled to vote thereon or consent thereto:

2.2 No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that, except for this Agreement, such Stockholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to such Stockholder’s Covered Shares and (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to such Stockholder’s Covered Shares.

3.1 (a) Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Parent as follows:

Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder has the legal capacity and all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

(b) Ownership. Such Stockholder’s Existing Shares are, and all of such Stockholder’s Covered Shares owned from the date hereof through and on the Closing Date will be, Beneficially Owned and owned of record by such Stockholder. Such Stockholder has good and marketable title to such Stockholder’s Existing Shares, free and clear of any Encumbrances. As of the date hereof, such Stockholder’s Existing Shares constitute all of the shares of Common Stock Beneficially Owned or owned of record by such Stockholder. Such Stockholder has and will have at all times through the Closing Date sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article II hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Existing Shares and with respect to all of the Covered Shares owned by such Stockholder at all times through the Closing Date.

4.1. Prohibition on Transfers, Other Actions. Except as provided for in such Stockholder’s Equity Rollover Commitment Letter dated the date hereof or pursuant to the Merger Agreement, each Stockholder hereby agrees not to (i) Transfer any of such Stockholder’s Covered Shares or any interest therein, (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform such Stockholder’s covenants and obligations under this Agreement.

4.2. Stock Dividends, etc. In the event of a stock split, stock dividend or distribution, or any change in the Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4.3. Stockholder Information. Each Stockholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if approval of the stockholders of the Company is required under applicable Law, the Company Proxy/Information Statement, such Stockholder’s identity and ownership of Common Stock and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement.

4.5. Further Assurances. From time to time, at Parent’s request and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to effect the actions and consummate the transactions contemplated by this Agreement.

5.1. Termination. This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (i) the Closing and (ii) the date of termination of the Merger Agreement in accordance with its terms. Nothing in this Section 5.1 shall relieve or otherwise limit any party of liability for willful breach of this Agreement.

5.2. Stop Transfer Order. In furtherance of this Agreement, each Stockholder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of such Stockholder’s Covered Shares.

5.3. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

5.4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation of receipt), on the first Business Day following the date of dispatch if delivered by a recognized next day courier service or on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, post prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

Wengen Alberta, Limited Partnership

9 West 57th Street, Suite 4200

New York, New York 10019
Attention: Brian Carroll
Fax: (212) 750-0003

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Fax: (212) 455-2502
Attention: David J. Sorkin

5.5. Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

5.6. Counterparts. This Agreement may be executed by facsimile and in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

5.7. Entire Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, constitute the entire agreement, and supersede all prior agreements and understandings (including the Voting Agreement, dated as of January 28, 2007, among certain of the parties hereto), both written and oral, among the parties with respect to the subject matter hereof.

5.8. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

5.9. Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by Parent and, to the extent such amendment relates to a Stockholder, such Stockholder. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to Parent and the applicable Stockholder(s).

5.10. Remedies. (a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

5.11. Severability. Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any party or its stockholders. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

5.12. Successors and Assigns; Third Party Beneficiaries. Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part (by operation of law or otherwise), by any party without the prior written consent of Parent and the Stockholders, except that, without such prior written consent, Parent and/or Merger Sub may assign this Agreement (in whole or in part) to any Person to which it assigns any of its rights or obligations under the Merger Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized Person thereunto duly authorized) as of the date first written above.

				WENGEN ALBERTA, LIMITED PARTNERSHIP

				BY:		WENGEN INVESTMENTS LIMITED, as General Partner

				By:		/s/ Jonathan Smidt
				Name:		Jonathan Smidt
				Title:		Director


				DOUGLAS BECKER

				/s/ DOUGLAS BECKER


				STEVEN TASLITZ

				/s/ STEVEN TASLITZ


				JILL BECKER

				/s/ JILL BECKER


				ERIC BECKER

				/s/ ERIC BECKER

[Voting Agreement Signature Page]


				R. CHRISTOPHER HOEHN-SARIC

				/s/ R. CHRISTOPHER HOEHN-SARIC


				JOHN MILLER

				/s/ JOHN MILLER


				BRUCE GOLDMAN

				/s/ BRUCE GOLDMAN


				RICK ELFMAN

				/s/ RICK ELFMAN


				THE IRREVOCABLE BBHT II IDGT

				By:		/s/ Marianne Schmitt Hellauer
				Name:		Marianne Schmitt Hellauer
				Title:		Trustee


				IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST NO. 11

				By:		/s/ Marianne Schmitt Hellauer
				Name:		Marianne Schmitt Hellauer
				Title:		Trustee

[Voting Agreement Signature Page]


				KJT GIFT TRUST

				/s/ Steven M. Taslitz
				Name:		Steven M. Taslitz
				Title:		Co-Trustee

[Voting Agreement Signature Page]


				MERRICK ELFMAN GIFT TRUST

				/s/ Therese Wareham
				Name:		Therese Wareham
				Title:		Co-Trustee

[Voting Agreement Signature Page]


				LGG GIFT TRUST

				/s/ Bruce Goldman
				Name:		Bruce Goldman
				Title:		Co-Trustee

[Voting Agreement Signature Page]

[Voting Agreement Signature Page]

[Voting Agreement Signature Page]

Schedule 1

STOCKHOLDERS

	Name

	Douglas Becker Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Steven Taslitz Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Jill Becker Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Eric Becker Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	R. Christopher Hoehn-Saric Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	The Irrevocable BBHT II IDGT Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	KJT Gift Trust Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062


	Irrevocable Grantor Retained Annuity Trust No.11 Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Rick Elfman Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Therese Wareham Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Merrrick Elfman Gift Trust Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Bruce Goldman Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	Goldman Family Trust Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	LGG Trust Address for Notices: 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062

	John Miller
	Address for Notices:
	1033 Skokie Boulevard, Suite 600
	Northbrook, IL 60062

EX-7.11 10 a07-15938_1ex7d11.htm EX-7.11

Exhibit 7.11

EXECUTION COPY

AMENDED AND RESTATED

INTERIM INVESTORS AGREEMENT

This Amended and Restated Interim Investors Agreement (the “Agreement”) is made as of June 3, 2007 by and among Wengen Alberta, Limited Partnership (“Parent”) and the other parties appearing on the signature pages hereto (the “Investors”).

RECITALS

1. The parties to this Agreement wish to amend and restate the Interim Investors Agreement, dated as of January 28, 2007 (the “Original Investors Agreement”), by and among the Parent and the other parties appearing on the signature pages thereto (and their successors and assigns) and as set forth on Schedule I of Schedule B attached hereto (the “Original Investors”).

2. In connection with the amendment and restatement of the Original Investors Agreement, Parent and the Original Investors wish to include as parties to this Agreement and the parties listed on Schedule I-A of Schedule B attached hereto (the “Syndicate Investors”), and the Syndicate Investors wish to become parties to this Agreement.

3. On the date hereof, Parent, L Curve Sub Inc. (“Merger Sub”) and Laureate Education, Inc. (the “Company”) have executed an Amended and Restated Agreement and Plan of Merger (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) pursuant to which Parent and Merger Sub (and, if determined by Parent, one or more other entities) will commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash all of the issued and outstanding shares of the Company’s common stock, par value $.01 per share (the “Offer”), and, following consummation of the Offer and in accordance with applicable Law, will cause Merger Sub to be merged with and into the Company (the “Merger”).

4. Each of the Investors has executed a letter agreement in favor of Parent in which each such Investor has agreed, subject to the terms and conditions set forth therein, to make a cash equity and/or rollover equity investment in Parent on the terms described therein (each, an “Equity Commitment Letter”).

5. The Investors and Parent wish to agree to certain terms and conditions that will govern the actions of Parent and the relationship among the Investors with respect to the Merger Agreement and the Equity Commitment Letters, and the transactions contemplated by each.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

4.5. Governing Law; Consent to Jurisdiction. This Agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of New York and (v) to the fullest extent permitted by Law, consents to service being made at the address set forth on the applicable Equity Commitment Letter (or any other address designated by such Investor in writing to Parent and each other Investor) through the notice procedures set forth in Section 10.1 of the Merger Agreement.

GOLDMAN FAMILY GIFT TRUST

/s/ Lisa Goldman

Lisa Goldman

Co-Trustee

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

		WENGEN ALBERTA, LIMITED PARTNERSHIP


		By:		/s/ JONATHAN SMIDT
				Name: Jonathan Smidt
				Title: Director