8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 10, 2014 (September 4, 2014)

Education Management Corporation

(Exact name of registrant as specified in charter)

Pennsylvania

(State or Other Jurisdiction

of Incorporation)

(Commission File Number) 001-34466 (IRS Employer Identification No.) 25-1119571

(Address of principal executive offices)

210 Sixth Avenue

Pittsburgh, Pennsylvania, 15222

(Registrant’s telephone number, including area code) (412) 562-0900

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Restructuring Support Agreement

On September 4, 2014, Education Management Corporation (the “Company”) and certain of its subsidiaries (collectively with the Company, the “Company Parties”) entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with certain of its creditors (the “Consenting Creditors”) and certain of its shareholders (the “Consenting Shareholders”), pursuant to which such parties agreed to a restructuring (the “Restructuring”), on the terms set forth therein, of claims (the “Subject Claims”) under (i) that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2007, as amended and restated as of December 7, 2010 and as further amended and restated as of September 5, 2014 pursuant to the Amendment Agreement described below (the “Credit Agreement”), (ii) that certain Indenture, dated as of March 5, 2013 (as further amended, restated, supplemented or otherwise modified from time to time, including by the Second Supplemental Indenture described below, the “Existing Indenture”), pursuant to which Education Management LLC (“EM LLC”) and Education Management Finance Corp. (each subsidiaries of the Company and together, the “Issuers”) issued Senior Cash Pay/PIK Notes due 2018 (the “Cash Pay/PIK Notes”), (iii) that certain Indenture, dated as of September 5, 2014 and described below (the “New Indenture”), pursuant to which the Issuers issued Senior PIK Toggle Notes due 2018 (the “PIK Notes” and together with the Cash Pay/PIK Notes, the “Notes”) and (iv) certain other agreements of the Company Parties, including EM LLC’s two interest rate swaps for notional amounts of $312.5 million each (collectively, the “Swaps”).

As of the date of the Restructuring Support Agreement, (i) the Consenting Creditors held in excess of 98% of all revolving commitments and term loans under the Credit Agreement and in excess of 94% of all revolving commitments, term loans and Notes, and (ii) the Consenting Shareholders held in excess of 72% of the Company’s outstanding shares.

Obligations of Parties

Under the Restructuring Support Agreement, the Company Parties, the Consenting Creditors and the Consenting Shareholders have committed to take such steps as are reasonably necessary to support and consummate the Restructuring, including, without limitation, (i) negotiating in good faith and executing definitive agreements; (ii) in the case of the Company Parties, obtaining any and all required regulatory and/or third-party approvals for the Restructuring; (iii) in the case of the Consenting Creditors and the Consenting Shareholders, not taking any action that materially hinders the Restructuring and (iv) in the case of the Consenting Shareholders, timely exercising any rights necessary to increase the authorized and outstanding shares of common stock of the Company in an amount sufficient to consummate the Restructuring.

The Restructuring Support Agreement does not preclude Consenting Creditors or Consenting Shareholders from acquiring additional Subject Claims or equity interests (the “Subject Interests”) of the Company. However, any party that acquires any additional Subject Claims or Subject Interests must promptly notify each counsel identified in the Restructuring Support Agreement of such acquisition, and such additional Subject Claims or Subject Interests will be deemed subject to the terms of the Restructuring Support Agreement. Additionally, Consenting Creditors and Consenting Shareholders cannot sell Subject Claims or Subject Interests to any party other than a Consenting Creditor or Consenting Shareholder or an entity that executes a transfer agreement that binds such entity to the Restructuring Support Agreement.

Terms of Restructuring

Pursuant to the Restructuring:

• $150 million of principal amount of revolving loans under the Credit Agreement will be repaid in cash at par and such amount will be available for re-borrowing under a new revolving facility;

• remaining revolving loans, term loans and Swaps, in an amount equal to such Swaps’ Termination Values (as defined below), will be exchanged for a combination of (i) $150 million of first lien senior secured tranche A term loans, (ii) $250 million of first lien senior secured tranche B term loans, (iii) preferred stock optionally convertible into approximately 20% of the common stock of

the Company (subject to dilution by the new management incentive plan (the “MIP”) and the New Warrants (as defined below)) and (iv) preferred stock mandatorily convertible into approximately 57% of the common stock of the Company (subject to dilution by the MIP and the New Warrants);

• regardless of whether they have signed the Restructuring Support Agreement, all Holders of Notes will have the opportunity to, and holders that are Consenting Creditors will be obligated to, exchange their Notes for their pro rata share of (i) preferred stock mandatorily convertible into approximately 19% of the common stock of the Company (subject to dilution by the MIP and the New Warrants) and (ii) warrants for 10% of the common stock of the Company (subject to dilution by the MIP) with a strike price based on a $1.25 billion total enterprise value; and

• existing shareholders of the Company will (i) retain their stock (which in aggregate will equal 4% of the Company’s outstanding common stock after giving effect to the conversion of all of the preferred stock described above and subject to further dilution by the MIP and the New Warrants) and (ii) receive their pro rata share of warrants for 5% of the common stock of the Company (subject to dilution by the MIP) with a strike price based on an enterprise value of the Company that would imply a par return for the Notes (such warrants, together with the warrants exchanged for the Notes, the “New Warrants”).

Subject to receipt of applicable regulatory approvals, the Company anticipates distributing the consideration described above by no later than October 30, 2014. However, the mandatory or voluntary conversion, as the case may be, of new preferred stock and exercise of warrants – the result of which will be a change of control under applicable regulations (the “Change of Control”) – will remain subject to further regulatory and shareholder approval, which the Company anticipates obtaining in 2015.

Termination Provisions

In certain circumstances, parties may terminate the Restructuring Support Agreement and/or their obligations thereunder.

Specifically, Consenting Creditors holding (i) at least 66 ²⁄₃% of the aggregate Subject Claims, (ii) at least 66 ²⁄₃% of the aggregate claims under the Credit Agreement and (iii) at least 66 ²⁄₃% of the aggregate Revolving Exposure under the Credit Agreement, in each case held by all Consenting Creditors at such time, can cause the Restructuring Support Agreement to terminate if, among other things, (i) the conversion of indebtedness described above (the “Exchange”) shall not have occurred within 60 days of the effective date of the Restructuring Support Agreement; (ii) the Restructuring, including the Change of Control, shall not have been substantially consummated before one year after the date of the Exchange; (iii) specified regulators shall have advised the Company Parties that they will not approve the Change of Control or (iv) the Company Parties shall experience certain adverse effects on their business.

Consenting Shareholders holding at least 75% of the outstanding shares of common stock of the Company held by all Consenting Shareholders at such time can terminate their obligations under the Restructuring Support Agreement if, among other things, any Company Party or Consenting Creditor shall have breached the Restructuring Support Agreement in a manner that has a material adverse effect on the consummation of the Restructuring and such breach shall not have been cured in the requisite timeframe.

The Company Parties may terminate the Restructuring Support Agreement if, among other things, (i) the Exchange shall not have occurred within 60 days of the effective date of the Restructuring Support Agreement; (ii) the Restructuring, including the Change of Control, shall not have been substantially consummated before one year after the date of the Exchange or (iii) the board of the Company shall have determined that the taking of any action under the Restructuring Support Agreement would be inconsistent with its fiduciary obligations.

The foregoing description of the Restructuring Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Restructuring Support Agreement filed as Exhibit 10.1, which is incorporated herein by reference.

Termination of Swaps

On September 4, 2014, in connection with and in furtherance of the Restructuring, EM LLC entered into agreements to terminate its Swaps at termination values (the “Termination Values”) payable to EM LLC’s Swap counterparties (the “Swap Counterparties”) of approximately $5.9 million each. Pursuant to the Restructuring, in exchange for the Termination Values of their Swaps, the Swap Counterparties will receive a combination of term loans and preferred stock as set forth above.

Amendment Agreement

On September 5, 2014, in connection with and in furtherance of the Restructuring, the Company and its subsidiaries party to the Second Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2007 and as amended and restated as of December 7, 2010 (as further amended, restated, supplemented or otherwise modified prior to September 5, 2014, the “Prior Credit Agreement”), entered into a certain Amendment Agreement (the “Amendment Agreement”) with all Consenting Creditors that held revolving commitments or term loans under the Prior Credit Agreement (the “Consenting Lenders”) and U.S. Bank National Association, as administrative agent and collateral agent.

Pursuant to the Amendment Agreement, the Prior Credit Agreement was amended and restated in the form of the Credit Agreement with the result that, among other things, (i) all revolving lenders (A) extended the maturity date of their revolving commitments to July 2, 2015 and (B) agreed to accept payment of interest in kind through June 30, 2015; (ii) Consenting Lenders holding term loans agreed to accept payment of interest in kind through June 30, 2015 and forego amortization payments on or prior to June 30, 2015; (iii) the total leverage ratio and interest coverage ratio covenants will not apply to fiscal quarters up to and including the fiscal quarter ending June 30, 2015; (iv) EM LLC’s material breach of the Restructuring Support Agreement would be an event of default and (v) the Company became a guarantor under the Credit Agreement and grantor under the associated Security Agreement (as defined below).

In addition, pursuant to the Amendment Agreement, that certain Pledge and Security Agreement, dated as of June 1, 2006 (as further amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) was amended with the result that the collateral proceeds “waterfall” set forth therein now provides that obligations owing to any lenders that are not Consenting Lenders shall be paid only after satisfaction in full of obligations owing to Consenting Lenders.

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement filed as Exhibit 10.2, which is incorporated herein by reference.

Second Supplemental Indenture

As disclosed in the press release attached as Exhibit 99.1 to the Current Report filed by the Company on September 5, 2014, the Issuers successfully closed on September 4, 2014 the consent solicitation (the “Consent Solicitation”) that they launched on August 27, 2014 to make certain amendments (the “Amendments”) to the Existing Indenture in connection with and in furtherance of the Restructuring. Accordingly, on September 5, 2014, the Issuers and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Existing Indenture Trustee”), executed a certain Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Existing Indenture containing the Amendments.

Having become operative on September 5, 2014 following the Issuers’ satisfaction of the conditions described in the following paragraph, the Amendments (i) require the Company and the Issuers to, and to cause their restricted subsidiaries to, make available to all holders of the Cash Pay/PIK Notes the opportunity to exchange their Cash Pay/PIK Notes on substantially the same terms as shall be offered by any such person in exchange for “Refinancing Notes,” which include the PIK Notes; (ii) (A) permit the release of the Company’s guarantee of the Cash Pay/PIK Notes and (B) terminate certain affirmative covenants (including the reporting covenant), substantially all of the negative covenants and certain events of default in the Existing Indenture, in each case, on or after the date of completion of any offer to holders of the Cash Pay/PIK Notes and to holders of Refinancing Notes by the Company, EM LLC and/or any affiliate thereof to exchange the Cash Pay/PIK Notes and such Refinancing Notes for debt, equity interests or other obligations of or interests in the Company or any subsidiary thereof and (iii) allow EM LLC to cease filing reports with the Securities and Exchange Commission if it is no longer subject to the

reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and instead require it, among other things, to (A) file with the Existing Indenture Trustee, or post to its website or a password protected online data system, (1) audited annual financials (with management’s discussion and analysis (“MD&A”) that must be in reasonable detail but may be in less detail than contemplated by Section 13 or 15(d) of the Exchange Act and applicable regulations) within 90 days of the end of each fiscal year, (2) quarterly financials (with MD&A that must be in reasonable detail but may be in less detail than contemplated by Section 13 or 15(d) of the Exchange Act and applicable regulations) within 45 days of the end of each of the first three fiscal quarters and (3) current reports within five business days of the occurrence of certain events that would require the filing of a Current Report on Form 8-K and (B) within 20 business days after furnishing annual and quarterly reports required pursuant to the foregoing sub-clause (A), hold a conference call to discuss such reports and the results of operations for the relevant period.

Pursuant to Section 3 of the Second Supplemental Indenture, the Amendments did not become operative until the Issuers provided written confirmation to the Existing Indenture Trustee that (i) holders of the Cash Pay/PIK Notes validly tendering consents pursuant to the Consent Solicitation Statement received the Consent Payment (as defined in the Consent Solicitation Statement) and (ii) not less than $150.0 million of the outstanding aggregate principal amount of the Cash Pay/PIK Notes were exchanged for a like principal amount of PIK Notes, whose terms are substantially similar to those of the Cash Pay/PIK Notes, except that interest on such PIK Notes is payable entirely in kind for the two interest periods ending September 30, 2014 and March 30, 2015. Shortly after executing the Second Supplemental Indenture, the Issuers provided such confirmation to the Existing Indenture Trustee as they made the Consent Payment and, as described below, consummated the exchange of approximately $175.4 million of outstanding aggregate principal amount of Cash Pay/PIK Notes for a like principal amount of PIK Notes on September 5, 2014. Accordingly, the Amendments became operative on September 5, 2014.

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture filed as Exhibit 10.3, which is incorporated herein by reference.

New Indenture

On September 5, 2014, in connection with and in furtherance of the Restructuring, the Issuers, the Company and the Company’s other subsidiaries party to the Existing Indenture (the foregoing, collectively, the “Company Notes Parties”) agreed with holders (the “Exchanging Holders”) of approximately $175.4 million, or 86.4%, of the then outstanding aggregate principal amount of Cash Pay/PIK Notes to exchange the Cash Pay/PIK Notes of such Exchanging Holders for a like principal amount of PIK Notes. The PIK Notes were issued by the Issuers under the New Indenture, which the Issuers, the other Company Notes Parties and The Bank of New York Mellon Trust Company, N.A., as trustee, executed on September 5, 2014.

The terms of the New Indenture are substantially similar to the terms of the Existing Indenture, except (i) interest on the PIK Notes under the New Indenture is payable entirely in kind for the two interest periods ending September 30, 2014 and March 30, 2015, (ii) the New Indenture does not contemplate registration rights and (iii) the New Indenture does not incorporate the Amendments other than those related to reporting.

The foregoing description of the New Indenture does not purport to be complete and is qualified in its entirety by reference to the New Indenture filed as Exhibit 10.4, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The above disclosures in Item 1.01 are incorporated into this Item 2.03 by reference.

Item 8.01 Other Events.

On September 4, 2014, the Company issued a press release describing certain of the preceding transactions. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Restructuring Support Agreement, dated as of September 4, 2014, by and among Education Management Corporation and certain of its subsidiaries party thereto, the Consenting Creditors party thereto and the Consenting Shareholders party thereto
10.2	Amendment Agreement, dated as of September 5, 2014, by and among Education Management Corporation and certain of its subsidiaries party thereto, the Consenting Lenders party thereto and U.S. Bank National Association, as Administrative Agent and Collateral Agent
10.3	Second Supplemental Indenture, dated as of September 5, 2014, among Education Management LLC, Education Management Finance Corp. and The Bank of New York Mellon Trust Company, N.A., as Trustee
10.4	Indenture, dated as of September 5, 2014, among Education Management LLC, Education Management Finance Corp., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
99.1	Press Release of the Company, dated as of September 5, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2014

EDUCATION MANAGEMENT CORPORATION
By:	/s/ J. Devitt Kramer
	Name:	J. Devitt Kramer
	Title:	Senior Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

EXECUTION COPY

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits attached hereto and in accordance with Section 2 hereof, this “Agreement”), is made and entered into as of September 4, 2014, by and among (i) Education Management Corporation (“Parent”); (ii) Education Management Holdings LLC (“Holdings”); (iii) Education Management LLC (“EM LLC”); (iv) Education Management Finance Corp. (“EDMC Finance” and together with EM LLC, the “Issuers”); (v) certain other subsidiaries of EM LLC party hereto (the “Subsidiary Guarantors” and together with each of the foregoing entities identified in sub-clauses (i) through (iv), the “Companies”); (vi) each of the undersigned Revolving Lenders (as defined in the Credit Agreement referred to below and such undersigned lenders in their capacity as Revolving Lenders, the “Consenting Revolving Lenders”); (vii) each of the undersigned holders of Term Loans (as defined in the Credit Agreement referred to below and such holders in their capacity as holders of Term Loans, the “Consenting Term Lenders” and together with the Consenting Revolving Lenders, the “Consenting Lenders”); (viii) each of the undersigned Lender Counterparties to Swap Agreements (as each such capitalized term is defined in the Credit Agreement referred to below and such undersigned counterparties, the “Consenting Swap Counterparties”); (ix) each of the undersigned holders of Notes (as defined below and such holders in their capacity as such, the “Consenting Noteholders” and together with the Consenting Lenders and the Consenting Swap Counterparties, the “Consenting Creditors”); (x) each of the undersigned shareholders of Parent (the “Consenting Shareholders”); and (xi) each person who becomes party hereto as a Permitted Transferee (as defined below) in accordance with Section 4.04 hereof (each of the foregoing parties described in sub-clauses (i) through (xi), the “Parties” and the Consenting Creditors, the Consenting Shareholders and any Permitted Transferees, the “Restructuring Support Parties”).

W I T N E S S E T H:

WHEREAS, Parent, EM LLC, Holdings, the Subsidiary Guarantors party thereto, certain lenders (including the Consenting Lenders) and U.S. Bank National Association, as administrative agent and collateral agent (in such capacities, as successor to BNP Paribas, the “Agent”) are parties to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2007, as amended and restated as of December 7, 2010 and as will be further amended and restated as of September 5, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, EM LLC is party to Swap Agreements with Lender Counterparties and its obligations in respect of such agreements are guaranteed by the Guarantors and constitute Obligations under the Credit Agreement;

WHEREAS, Parent, the Issuers, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) are parties to that certain Indenture, dated as of March 5, 2013 (as further amended, restated, supplemented or otherwise modified from time to time, the “Old Indenture”), pursuant to which the Issuers issued Senior Cash Pay/PIK Notes due 2018 (the “Cash Pay/PIK Notes”);

WHEREAS, Parent, the Issuers, the Subsidiary Guarantors party thereto and the Trustee are parties to that certain Indenture, to be dated as of September 5, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “New Indenture” and together with the Old Indenture collectively being referred to herein as the “Indentures”), pursuant to which the Issuers issued Senior PIK Toggle Notes due 2018 (the “PIK Notes” and together with the Cash Pay/PIK Notes, the “Notes”); and

WHEREAS, the Companies and the Restructuring Support Parties have agreed to a restructuring of the Companies’ Obligations under the Credit Agreement and its indebtedness under the Indentures (the “Restructuring”), subject to the terms and conditions described herein and the term sheet that is attached hereto as Exhibit A and made a part hereof (the “Term Sheet”).

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1. Agreement Effective Date. This Agreement shall become effective and binding upon each of the Parties as of the date (the “Effective Date”) when each of the following conditions shall have been met: (a) each of (i) the Companies, (ii) Consenting Lenders constituting the Requisite Lenders (as defined in the Credit Agreement), (iii) Consenting Revolving Lenders holding more than 50% of the aggregate Revolving Exposure, (iv) Consenting Noteholders holding more than 50% in principal amount of the Notes and (v) Consenting Shareholders holding not less than 50% of the outstanding shares of common stock of Parent shall have executed and delivered counterpart signature pages of this Agreement to counsel to the other Parties; and (b) subject to the terms of any applicable engagement letter, the Companies shall have paid all outstanding invoices for fees and expenses incurred through the Effective Date for professionals engaged by the Consenting Creditors.

Section 2. Exhibits Incorporated by Reference. The substantive terms and conditions of the Restructuring are set forth in the Term Sheet. Each of the exhibits attached hereto, including the Term Sheet, is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the exhibits. In the event of any inconsistency between this Agreement (without reference to the exhibits) and the exhibits, this Agreement (without reference to the exhibits) shall govern and, except as otherwise provided herein, neither this Agreement (without reference to the exhibits) nor the exhibits nor any provision hereof or thereof may be modified, amended, waived or supplemented.

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Section 3. Definitive Documentation. The agreement of the Parties to consummate the Restructuring shall be subject to the completion of all definitive documentation necessary to effectuate the Restructuring. Subject to Section 4.05 hereof, such documentation shall be consistent with the Term Sheet and otherwise in form and substance reasonably satisfactory to each of (i) the Companies, (ii) the Consenting Creditors and (iii) the Consenting Shareholders; provided, however, that only the Companies and the Consenting Creditors shall have consent rights over any documents to which the Consenting Shareholders are not party.

Section 4. Commitments Regarding the Restructuring. During the period beginning on the Effective Date and ending upon the termination of this Agreement in accordance with Section 7 hereof (such period, the “Effective Period”):

4.01. Commitment of the Consenting Creditors. Each of the Consenting Creditors, in the case of sub-clause (a) and (b) of this Section 4.01, each of the Consenting Lenders, in the case of sub-clause (c) of this Section 4.01, and each of the Consenting Noteholders in the case of sub-clause (d) of this Section 4.01, agrees:

(a) it shall take (and shall cause its representatives, agents and employees to take) such steps as are reasonably necessary to support and consummate the Restructuring within the timeframe contemplated herein, including, without limitation, (i) negotiating in good faith and, in accordance with Section 3 and Section 4.05 hereof, executing and delivering the definitive agreements and other documents and instruments contemplated by the Term Sheet; (ii) timely exercising any voting, consent or approval rights under the Credit Agreement, the Indentures or otherwise to accept, consent to, approve and/or authorize the Restructuring and directing the Agent, Trustee or other party, as applicable, to take such actions necessary to support the consummation of the Restructuring; (iii) timely consenting to the treatment of its claims as set forth in the Term Sheet; (iv) not changing, withholding, revoking, qualifying or withdrawing (or causing to be changed, withheld, revoked, qualified or withdrawn) such vote or consent in respect of the Restructuring; and (v) in the case of each Consenting Noteholder, tender its Notes into the Exchange Offer (as defined in the Term Sheet);

(b) it shall not take any action that hinders in any material respect the consummation of the Restructuring, including, without limitation, (i) objecting to, challenging, rejecting or opposing or interfering, directly or indirectly, with the approval, acceptance or implementation of the Restructuring; (ii) directly or indirectly soliciting, proposing, voting for or otherwise supporting or approving any sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, restructuring or any other transaction involving any of the Companies or their indebtedness other than as contemplated in this Agreement (an “Alternative Transaction”); or (iii) negotiating, entering into, consummating or otherwise participating in any Alternative Transaction or taking any other action, including but not limited to, initiating any legal proceeding, that is materially inconsistent with, or that would prevent or delay consummation of, the Restructuring;

(c) this Agreement shall be deemed as a direction by the Requisite Lenders to the Agent in accordance with Section 9.3 of the Credit Agreement (the “Directions”) (i) to take all actions consistent with this Agreement in accordance with these Directions to support and implement the consummation of the Restructuring and the transactions contemplated by the

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definitive documents relating thereto, including, without limitation, through an out-of-court restructuring that shall be fully consensual or, subject to Section 4.05, through an intercompany sale (which sale could, but need not be, implemented under Article 9 of the Uniform Commercial Code) (an “Intercompany Sale”) through which Holdings (and/or certain of its intermediate holding company subsidiaries) would be replaced in Parent’s institutions’ ownership tree by a newly formed, wholly owned subsidiary of Parent and all of the Companies’ educational institutions would remain wholly owned, indirect subsidiaries of Parent itself, with no effect on ultimate ownership, governance or control; and (ii) to take or refrain from taking such actions as are set forth in this Section 4.01, consistent with the Consenting Lenders’ obligations set forth herein; and

(d) this Agreement shall be deemed as a direction to the Trustee (in its capacity as such under the New Indenture) by the Consenting Noteholders (i) to take all actions consistent with this Agreement to support and implement the consummation of the Restructuring and the transactions contemplated by the definitive documents relating thereto, including, without limitation, through an out-of-court restructuring that shall be fully consensual or through an Intercompany Sale through which Holdings (and/or certain of its intermediate holding company subsidiaries) would be replaced in Parent’s institutions’ ownership tree by a newly formed, wholly owned subsidiary of Parent and all of the Companies’ educational institutions would remain wholly owned, indirect subsidiaries of the Parent itself, with no effect on ultimate ownership, governance or control; (ii) to take or refrain from taking such actions as are set forth in this Section 4, consistent with the Consenting Noteholders’ obligations set forth herein; and (iii) to use all authority under the New Indenture to bind all Holders of the PIK Notes party thereto to the Restructuring and any definitive documents relating thereto.

4.02. Commitment of the Consenting Shareholders. Each of the Consenting Shareholders agrees:

(a) it shall take (and shall cause its representatives, agents and employees to take) such steps as are reasonably necessary to support and consummate the Restructuring within the timeframe contemplated herein, including, without limitation, (i) negotiating in good faith and, in accordance with Section 3 and Section 4.05 hereof, executing and delivering the definitive agreements and other documents and instruments contemplated by the Term Sheet; (ii) timely exercising any voting, consent or approval rights under any shareholder agreements, governing documents or otherwise to accept, consent to, approve and/or authorize the Restructuring, including, without limitation, voting in favor of any amendment to the corporate charter or other organizational document of Parent necessary to increase the authorized and outstanding shares of common stock of Parent in an amount sufficient to consummate the Restructuring; and (iii) not changing, withholding, revoking, qualifying or withdrawing (or causing to be changed, withheld, revoked, qualified or withdrawn) such vote or consent in respect of the Restructuring; and

(b) it shall not take any action that hinders in any material respect the consummation of the Restructuring, including, without limitation, (i) objecting to, challenging, rejecting or opposing or interfering, directly or indirectly, with the approval, acceptance or implementation of the Restructuring; (ii) directly or indirectly soliciting, proposing, voting for or otherwise supporting or approving any Alternative Transaction; or (iii) negotiating, entering into,

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consummating or otherwise participating in any Alternative Transaction or taking any other action, including but not limited to, initiating any legal proceeding, that is materially inconsistent with, or that would prevent or delay consummation of, the Restructuring.

4.03. Commitment of the Companies. Each of the Companies agrees:

(a) it shall take (and shall cause its affiliates, and their respective representatives, agents and employees to take) such steps as are reasonably necessary to support and consummate the Restructuring within the timeframe contemplated herein, including, without limitation, (i) negotiating in good faith and, in accordance with Section 3 and Section 4.05 hereof, executing and delivering the definitive agreements and other documents and instruments contemplated by the Term Sheet; and (ii) obtaining any and all required regulatory and/or third-party approvals for the Restructuring, including, without limitation, approvals from the regulators identified on Schedule 1 hereto (the “Scheduled Regulators”). The approvals of the Scheduled Regulators, solely to the extent necessary for the Restructuring Effective Date (as defined in the Term Sheet) to occur, and excluding approvals for the Change of Control (as defined in the Term Sheet and which may require approval from additional regulators beyond the Schedule Regulators) attendant to subsequent conversion of the preferred equity interests to be issued on the Restructuring Effective Date, are referred to herein as the “Threshold Approvals”;

(b) subject to sub-clause (c) of this Section 4.03, it shall not take any action that hinders in any material respect the consummation of the Restructuring, including, without limitation, (i) objecting to, challenging, rejecting or opposing or interfering, directly or indirectly, with the approval, acceptance or implementation of the Restructuring or (ii) taking any other action, including but not limited to, initiating any legal proceeding, that is materially inconsistent with, or that would prevent or delay consummation of, the Restructuring; and

(c) if it receives a written proposal or expression of interest regarding an Alternative Transaction, it shall promptly notify counsel to each of the Consenting Creditors of the receipt of any such proposal or expression of interest, with such notice to include the material terms thereof, and shall not enter into any confidentiality agreement with a party proposing an Alternative Transaction unless such party consents to identifying and providing to counsel to the Consenting Creditors the information contemplated under this Section 4.03(c). Notwithstanding anything to the contrary herein, nothing in this Agreement shall require the board of directors, board of managers or similar governing body of any Company to take any action, or to refrain from taking any action, with respect to the Restructuring to the extent such board of directors, board of managers or similar governing body determines, based on the advice of counsel, that taking such action, or refraining from taking such action, as applicable, is required to comply with applicable law or its fiduciary obligations under applicable law. The Companies shall also promptly notify counsel to each of the Consenting Creditors of any response or counter-proposal made by any of them to any proposed Alternative Transaction, with such notice to include the material terms of such response or counter-proposal.

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4.04. Restrictions on Transfers of Subject Claims and Subject Interests.

(a) Except as required by applicable law, each of the Restructuring Support Parties agrees that it shall not sell, use, pledge, assign, transfer, permit the participation in or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership) in any Subject Claims (as defined below) and any Subject Interests (as defined below) to a transferee that is not a Restructuring Support Party in respect of the type of Subject Claim or Subject Interest so transferred unless the intended transferee executes and promptly delivers to each counsel identified in Section 9.14 below a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”), in which case such Transfer shall be effective on the date of the delivery of such Transfer Agreement and shall be a “Permitted Transfer” and the transferee of such Permitted Transfer shall be a “Permitted Transferee”. The Companies shall promptly acknowledge any such Transfer Agreement in writing and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Companies to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their acknowledgement of the relevant Transfer Agreement, the Companies shall be deemed to have acknowledged that their obligations to the Restructuring Support Parties hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Restructuring Support Party hereunder. Any Transfer of any Subject Claim or any Subject Interest by a Restructuring Support Party that does not comply with the procedure set forth in the preceding sentence of this Section 4.04(a) shall be deemed void ab initio.

(b) Notwithstanding anything to the contrary herein, a Qualified Marketmaker¹ that acquires any of the Subject Claims or the Subject Interests with the purpose and intent of acting as a Qualified Marketmaker for such Subject Claims or such Subject Interests shall not be required to execute and deliver to counsel a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker effectuates a Transfer of such Subject Claims or such Subject Interests within five (5) business days of its acquisition thereof to a Restructuring Support Party; and to the extent any Restructuring Support Party is acting in its capacity as a Qualified Marketmaker with respect to Subject Claims or Subject Interests acquired by it from a transferor that is not a Restructuring Support Party, such Restructuring Support Party may Transfer any such Subject Claims or Subject Interests to a transferee that is not a Restructuring Support Party without the requirements that such transferee be or become a Restructuring Support Party.

(c) This Agreement shall in no way be construed to preclude the Restructuring Support Parties from acquiring additional Subject Claims or Subject Interests; provided, however, that (i) any Restructuring Support Party that acquires additional Subject Claims or Subject Interests after the Effective Date shall promptly notify, in writing, each counsel identified in Section 9.13 below of such acquisition (and to the Agent if the Subject Claims are Credit Agreement Claims), including the amount thereof, and (ii) such acquired Subject Claims or Subject Interests shall automatically and immediately upon acquisition by a Restructuring Support Party be deemed subject to the terms of this Agreement (regardless of

¹  As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims of the Companies (or enter with customers into long and short positions in claims against the Companies), in its capacity as a dealer or market maker in claims against the Companies and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

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when or whether notice of such acquisition is given to such other Parties). This Agreement shall be binding on each Restructuring Support Party with respect to all Subject Claims and/or Subject Interests held by it, it being understood that each Restructuring Support Party may be party hereto in more than one capacity.

(d) This Section 4.04(d) shall not impose any obligation on any Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling any Restructuring Support Party to effectuate a Transfer of any Subject Claims or any Subject Interests. Notwithstanding anything to the contrary herein, to the extent any Company and another Party have entered into a separate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information in connection with any proposed Restructuring (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect.

(e) Except as expressly set forth in this Section 4.04 or as required by applicable law or regulation or by any applicable governmental or regulatory authority, without the prior written consent of the applicable Consenting Creditor, the Parties shall not (and shall cause each of their legal and financial advisors not to) (i) use the name of any Consenting Creditor or the amount or percentage of any such Consenting Creditor’s Subject Claims in any press release or in any pleading, filing or public disclosure or (ii) otherwise disclose to any person or entity other than legal and financial advisors to the Parties, or, file with any court, (A) the principal amount or percentage of any Subject Claims held by any Consenting Creditor, or any of their respective subsidiaries or affiliates or (B) the identity of any Consenting Creditor; provided, however, that the Companies and each of the Restructuring Support Parties shall be permitted to disclose at any time the aggregate principal amount of (y) the Credit Agreement Claims held by each of (1) the Consenting Revolving Lenders and (2) the Consenting Term Lenders and (z) the Notes held by the Consenting Noteholders; provided, further, that, for the avoidance of doubt, each of the Companies shall be permitted to disclose individual Credit Agreement Claims and Notes holdings and any details with respect to the Restructuring (y) as may be required of it by any federal, state or local regulatory body or agency to which it is required to report in connection with its operations or finances or in connection with the Restructuring or (z) as may otherwise be required by law or regulation.

4.05. Closing; Intercompany Sale. The Parties agree that the Restructuring Effective Date shall occur as promptly as practicable following the satisfaction of the Full Consent Condition (as defined in the Term Sheet) and receipt by the Companies, in the reasonable determination of the Parent, of the Threshold Approvals. If the Full Consent Condition shall not be satisfied upon the date of conclusion of the Exchange Offer, then the Parties shall use reasonable best efforts to, subject to receipt by the Companies, in the reasonable determination of the Parent, of the Threshold Approvals, cause the Restructuring to be consummated through the Intercompany Sale by as promptly as practicable thereafter. The documentation in respect of the Intercompany Sale shall: (a) give substantial effect to all of the terms set forth in the Term Sheet for the benefit of each of the Restructuring Support Parties, without prejudice to or subordination of the claims of any Restructuring Support Party and (b) otherwise be in form and substance reasonably acceptable to the Parent and Consenting Creditors. For purposes of the foregoing clause (b), satisfaction of holders of (i) at least 66 ²⁄₃% of the aggregate Term Loans held by all Consenting Creditors at such time shall be binding on all Term Loan Lenders, in their capacities

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as such, (ii) at least 66 ²⁄₃% of the aggregate Revolving Exposure held by all Consenting Creditors at such time shall be binding on all Revolving Lenders, in their capacities as such and (iii) at least 66 ²⁄₃% of the aggregate Notes held by all Consenting Creditors at such time shall be binding on all Consenting Holders, in their capacities as such.

4.06. Amendments to Organizational Documents. The Parties will consult on the optimal means and timing to amend the organizational documents of Parent as necessary to implement the Restructuring, taking into account securities law considerations.

Section 5. Representations and Warranties of the Restructuring Support Parties. Each Restructuring Support Party represents and warrants to each other Party, as of the date of this Agreement:

(a) it is the beneficial holder of the (A) Revolving Exposure, (B) Tranche C-2 Term Loan Exposure, (C) Tranche C-3 Term Loan Exposure, (D) claims for the Swap Termination Value (as defined in the Credit Agreement) in respect of Swap Agreements constituting Obligations under the Credit Agreement (the “Swap Exposure” and together with the foregoing sub-clauses (A) through (C), the “Credit Agreement Claims”), (E) Cash Pay/PIK Notes, (F) PIK Notes (together with the foregoing sub-clauses (A) through (E), the “Subject Claims”) and (G) equity interests in Parent (the “Subject Interests”), or is the nominee, investment manager or advisor for beneficial holders of such Subject Claims and such Subject Interests, as reflected in such Restructuring Support Party’s signature block to this Agreement, which amount each Party understands and acknowledges is proprietary and confidential to such Restructuring Support Party;

(b) it has the full power and authority to act on behalf of, vote and consent to matters concerning the Subject Claims and Subject Interests beneficially held by it, or with respect to which it serves as nominee, investment manager or advisor for the applicable beneficial holder;

(c) the Subject Claims and Subject Interests beneficially held by it, or with respect to which it serves as nominee, investment manager or advisor for the applicable beneficial holder, are, to the best of its knowledge, free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition, transfer or encumbrances of any kind, that would adversely affect in any way such Restructuring Support Party’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;

(d) (i) it is either (A) a qualified institutional buyer as defined in Rule 144A of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), (B) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act) or (C) the foreign equivalent of (A) or (B) above, and (ii) any securities of any Company acquired by the applicable Restructuring Support Party in connection with the Restructuring will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act;

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(e) no consent or approval by any other person or entity is required in order for it to effectuate the Restructuring and perform its obligations under this Agreement; and

(f) as of the date hereof, it has no actual knowledge of any event that, due to any fiduciary or similar duty to any other person or entity, would prevent it from taking any action required of it under this Agreement.

Section 6. Representations and Warranties of All Parties. Each Party represents and warrants to each other Party, as of the date of this Agreement:

6.01. Enforceability. It is validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles.

6.02. Power and Authority. Except as expressly provided in this Agreement, it has all requisite power and authority to enter into this Agreement and to effectuate the Restructuring and perform its obligations under this Agreement.

6.03. Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part. The Companies further represent and warrant that their boards of directors have approved by all requisite action all of the terms of the Restructuring set forth in the Term Sheet.

6.04. No Conflicts. The execution, delivery and performance by it of this Agreement does not and shall not (a) violate any provision of law, rule or regulation applicable to it or its certificate of incorporation, by-laws or other organizational document or (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, any contractual obligation to which it is a party, which such conflict, breach or default would have a material adverse effect on the Restructuring.

6.05. No Other Agreements, etc. It has not entered into, or agreed to enter into, any agreement, side letter or other arrangement relating to the Restructuring other than as set forth herein.

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Section 7. Termination Events.

7.01. Consenting Creditor Termination Events. Upon the occurrence of any of the following events (each, a “Consenting Creditor Termination Event”), this Agreement, in the case of the occurrence of any of the events identified in sub-sections (a) through (g) (other than (c)), may be terminated by the delivery of a written notice in accordance with Section 9.14 hereof to counsel to the Companies and each of the Consenting Shareholders from Consenting Creditors holding (i) at least 66 ²⁄₃% of the aggregate Subject Claims held by all Consenting Creditors at such time, (ii) at least 66 ²⁄₃% of the aggregate Credit Agreement Claims held by all Consenting Creditors at such time (such Consenting Creditors, together with the Consenting Creditors in sub-clause (i), the “Requisite Consenting Creditors”) and (iii) at least 66 ²⁄₃% of the aggregate Revolving Exposure held by all Consenting Creditors at such time, and in the case of the occurrence of any of the events identified in sub-sections (c), (h), (i) and (j), shall automatically terminate, without further action by any Party:

(a) the conversion of the Companies’ existing indebtedness under the Credit Agreement and the New Indenture into the new debt, preferred equity and warrant consideration contemplated under the Term Sheet (the “Exchange”) shall not have occurred within sixty (60) days from the Effective Date;

(b) (i) the Restructuring shall not have been substantially consummated, including, for the avoidance of doubt, the occurrence of the Change of Control contemplated under the Term Sheet, before one (1) year after the date of the Exchange or (ii) any Applicable Regulator (as defined in the Term Sheet) shall have advised the Companies (or any of them) that it will not approve the Change of Control;

(c) any governmental authority, regulatory authority or court of competent jurisdiction shall have issued a ruling, judgment or order either (i) declaring this Agreement or any material portion hereof to be unenforceable and/or (ii) enjoining the consummation of a material portion of the Restructuring, and such ruling, judgment or order shall not have been dismissed or vacated or modified within twenty (20) business days after such entry;

(d) any Company shall have pursued, proposed or otherwise supported an Alternative Transaction;

(e) any Company, any Consenting Creditor or any Consenting Shareholder shall have breached any of its undertakings, representations, warranties or covenants set forth in this Agreement, and such breach (x) shall not have been cured within five (5) business days after receipt of written notice from the Consenting Creditors to such breaching Party and (y) has a material adverse effect on the ability of the Parties to consummate the Restructuring in accordance with this Agreement;

(f) either (i)(x) the loss of accreditation of one or more schools operated by any of the Companies (other than one school previously identified to counsel for the Consenting Term Lenders and counsel to the Consenting Revolving Lenders (the “Excepted Institution”)), (y) the determination by the U.S. Department of Education that one or more of the Companies’ schools no longer qualifies for participation in federal student aid programs under Title IV of the

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Higher Education act of 1965, as amended (other than as related to the Excepted Institution’s loss of accreditation), or (z) any other regulatory or legal action, which in the case of any of sub-clauses (x), (y) or (z), whether taken individually or collectively, reasonably can be expected to cause the Companies to suffer a loss of Free Cash Flow² of no less than $50 million over the following twelve month period; or (ii) the (x) Liquidity Amount (with respect to the September 30, 2014 Testing Date) or (y) the average of the Liquidity Amount for the two most recent Testing Dates (with respect to each Testing Date after September 30, 2014) shall be less than $125,000,000 on any Testing Date³ (as evidenced by a report reasonably calculating the Liquidity Amount to be furnished by Parent to the Consenting Creditors by no later than the 10^th business day of the month following the applicable Testing Date);

(g) the Requisite Consenting Shareholders (as defined below) shall have terminated their obligations under the Agreement following a Consenting Shareholder Termination Event;

(h) the Companies, or any of them, shall have (i) voluntarily commenced any proceeding or filed any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect; (ii) consented to the institution of, or failed to contest in a timely and appropriate manner, any involuntary proceeding or petition described above; (iii) filed an answer admitting the material allegations of a petition filed against any of them in any such proceeding; (iv) applied for or consented to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Companies, or any of them, or for a substantial part of the Companies’ assets; (v) made a general assignment or arrangement for the benefit of creditors (excluding, for the avoidance of doubt, any Intercompany Sale); or (vi) taken any corporate action for the purpose of authorizing any of the foregoing; or

(i) there shall have been entered an order for relief on any involuntary bankruptcy petition filed against the Companies, or any of them, or in connection with any receivership or similar proceeding commenced against the Companies, or any of them, or any material assets of the Companies, or any of them, by a person or entity that is not a Party;

²  For purposes of this provision, “Free Cash Flow” means earnings (excluding non-cash items) before interest, taxes, depreciation and amortization, minus capital expenditures.

³  For purposes of this provisions, “Liquidity Amount” means, at any date of determination, the sum of (x) the aggregate unutilized revolving loan commitment under the Credit Agreement or New Credit Agreement (as defined in the Term Sheet), as applicable, (y) the aggregate amount of cash and cash equivalents of Parent and its subsidiaries that would not appear as “restricted”, in accordance with GAAP, on the consolidated balance sheet of Parent and its subsidiaries and (z) any additional outstanding receivable from a source of governmental financial aid.

For purposes of this provisions, “Testing Date” means September 30, 2014 and the last day of each calendar month thereafter until the earlier of the termination of this Agreement or the consummation of the Exchange.

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(j) the board of directors of Parent shall have determined in good faith, after consultation with legal counsel, that the taking of any action under this Agreement would be inconsistent with its applicable fiduciary obligations;

provided, however, that in determining whether the requisite support of the Consenting Creditors has been received to terminate this Agreement upon the occurrence of a Consenting Creditor Termination Event, the Subject Claims of any Consenting Creditor that has materially breached its representations or obligations under this Agreement, including the obligation to effectuate the Intercompany Sale, shall be excluded.

7.02. Consenting Shareholder Termination Events. Upon the occurrence of any of the following events (each, a “Consenting Shareholder Termination Event”), this Agreement may be terminated with respect to the Consenting Shareholders by the delivery of a written notice in accordance with Section 9.14 hereof to counsel to the Companies and each of the Consenting Creditors from Consenting Shareholders holding not less than 75% of the outstanding shares of common stock of Parent held by all Consenting Shareholders at such time (such Consenting Shareholders, the “Requisite Consenting Shareholders”):

(a) any Company or any Consenting Creditor shall have breached any of its undertakings, representations, warranties or covenants set forth in this Agreement, and such breach (x) shall not have been cured within five (5) business days after receipt of written notice from the Consenting Shareholders to such breaching Party and (y) has a material adverse effect on the ability of the Parties to consummate the Restructuring in accordance with this Agreement;

(b) any governmental authority, regulatory authority or court of competent jurisdiction shall have issued a ruling, judgment or order either (i) declaring this Agreement or any material portion hereof to be unenforceable and/or (ii) enjoining the consummation of a material portion of the Restructuring, and such ruling, judgment or order shall not have been dismissed or vacated or modified within twenty (20) business days after such entry; or

(c) the Companies, or any of them, shall have (i) voluntarily commenced any proceeding or filed any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect; (ii) consented to the institution of, or failed to contest in a timely and appropriate manner, any involuntary proceeding or petition described above; (iii) filed an answer admitting the material allegations of a petition filed against any of them in any such proceeding; (iv) applied for or consented to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Companies, or any of them, or for a substantial part of the Companies’ assets; (v) made a general assignment or arrangement for the benefit of creditors (excluding, for the avoidance of doubt, any Intercompany Sale); or (vi) taken any corporate action for the purpose of authorizing any of the foregoing.

7.03. Company Termination Events. Upon the occurrence of any of the following events (each, a “Company Termination Event” and together with the Consenting Creditor Termination Events, each, an “Agreement Termination Event”), this Agreement may be terminated by the delivery of a written notice in accordance with Section 9.14 hereof from the Companies to counsel to each of the Consenting Creditors and the Consenting Shareholders:

(a) the Exchange shall not have occurred within sixty (60) days from the Effective Date;

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(b) the Restructuring shall not have been substantially consummated, including, for the avoidance of doubt, the occurrence of the Change of Control contemplated under the Term Sheet, before one (1) year after the date of the Exchange;

(c) any Restructuring Support Party shall have breached any of its undertakings, representations, warranties or covenants set forth in this Agreement, and such breach (x) shall not have been cured within five (5) business days after receipt of written notice from the Companies to such breaching Party and (y) has a material adverse effect on the ability of the Parties to consummate the Restructuring in accordance with this Agreement;

(d) the board of directors of Parent shall have determined in good faith, after consultation with legal counsel, that the taking of any action under this Agreement would be inconsistent with its applicable fiduciary obligations;

(e) any governmental authority, regulatory authority or court of competent jurisdiction shall have issued a ruling, judgment or order either (i) declaring this Agreement or any material portion hereof to be unenforceable and/or (ii) enjoining the consummation of a material portion of the Restructuring, and such ruling, judgment or order shall not have been dismissed or vacated or modified within twenty (20) business days after such entry; or

(f) the Requisite Consenting Shareholders shall have terminated their obligations under the Agreement following a Consenting Shareholder Termination Event.

7.04. Effect of Termination Events.

(a) Following a termination pursuant to an Agreement Termination Event, (i) this Agreement shall be of no further force and effect and each Party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement, and shall have the rights and remedies that it would have had if it had not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take if it had not entered into this Agreement, and (ii) any and all consents tendered by the Parties prior to such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with this Agreement, the Restructuring or otherwise.

(b) Following a termination pursuant to a Consenting Shareholder Termination Event, (i) (A) each Consenting Shareholder party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement, and shall have the rights and remedies that it would have had if it had not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take if it had not entered into this Agreement, and (B) any and all

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consents tendered by such Consenting Shareholder prior to such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with this Agreement, the Restructuring or otherwise, and (ii) this Agreement shall remain in full force and effect with respect to the Companies and the Consenting Creditors, and such Parties shall continue to be subject to their commitments, undertakings and agreements under or related to this Agreement.

(c) Notwithstanding the foregoing, (i) nothing in this Section 7.04 shall relieve any Party from liability for such Party’s breach of such Party’s obligations hereunder and (ii) Section 9 hereof shall survive termination of this Agreement.

Section 8. Amendments. This Agreement may not be modified, amended or supplemented in any manner except in writing signed by all of the following: (a) the Requisite Consenting Creditors and (b) all of the Companies; provided, however, that if the proposed modification, amendment or supplement has a material, disproportionate (as compared to other Restructuring Support Parties) and adverse effect on (i) the Consenting Revolving Lenders, (ii) the Consenting Term Lenders, (iii) the Consenting Noteholders or (iv) the Consenting Shareholders, then the consent of Consenting Revolving Lenders holding not less than 66 ²⁄₃% of the aggregate Revolving Exposure held by all Consenting Lenders at such time, in the case of sub-clause (i), Consenting Term Lenders holding not less than 66 ²⁄₃% of the aggregate Tranche C-2 Term Loan Exposure and Tranche C-3 Term Loan Exposure held by all Consenting Lenders at such time, in the case of sub-clause (ii), Consenting Noteholders holding not less than 66 ²⁄₃% in principal amount of the Notes held by all Consenting Noteholders at such time, in the case of sub-clause (iii) and Consenting Shareholders holding not less than 66 ²⁄₃% of the outstanding shares of common stock of Parent held by all Consenting Shareholders at such time, in the case of sub-clause (iv) shall, as applicable, also be required to effectuate such modification, amendment or supplement; provided, further, however, that this Section 8 shall not be amended without the consent of each Consenting Creditor; provided, further, no modification, amendment or supplement shall adversely affect the rights of the Agent hereunder without the consent of the Agent. Any proposed modification, amendment or supplement that is not approved by the requisite Parties as set forth above shall be ineffective and void ab initio.

Section 9. Miscellaneous.

9.01. Complete Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, between the Parties with respect thereto, to the maximum extent they relate in any way to the subject matter hereof. No claim of waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be made against any Party, except on the basis of a written instrument executed by or on behalf of such Party.

9.02. Admissibility of this Agreement. Each Party hereby agrees that this Agreement and all documents, agreements and negotiations relating thereto shall not, pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, be admissible into evidence or constitute an admission or agreement in any proceeding involving a Party, other than a proceeding to enforce the terms of this Agreement and/or support the solicitation, confirmation and consummation of the Restructuring.

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9.03. Representation by Counsel. Each Party hereto acknowledges that it has been represented by counsel (or had the opportunity to be so represented and waived its right to do so) in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties hereto. None of the Parties hereto shall have any term or provision construed against such Party solely by reason of such Party having drafted the same.

9.04. Restructuring Support Party Acknowledgements.

(a) Each Restructuring Support Party hereby acknowledges that it has, independently and without reliance on any other Party, made its own credit and other investment analysis and decision to execute this Agreement based upon its independent investigation of the operations, businesses, financial and other conditions and prospects of the Companies.

(b) Each Restructuring Support Party further acknowledges and agrees that adequate information was available to such Restructuring Support Party in order to enable it to make an informed decision such that, were this Agreement to be construed as or deemed to constitute a solicitation or acceptance governed by the U.S. securities laws, such solicitation was in compliance with U.S. securities rules, and regulations governing the adequacy of disclosure in connection with such deemed solicitation.

9.05. Several, Not Joint, Obligations. The agreements, representations and obligations of the Parties under this Agreement are, in all respects, several and not joint.

9.06. Parties, Succession and Assignment. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors, assigns, heirs, executors, administrators and representatives. Except as required by applicable law, no rights or obligations of any Party under this Agreement may be assigned or transferred to any other person or entity except as otherwise contemplated herein. Nothing in this Agreement, express or implied, shall give to any person or entity, other than the Parties, any benefit or any legal or equitable right, remedy or claim under this Agreement.

9.07. No Waiver of Participation and Reservation of Rights. Except as expressly provided in this Agreement, nothing herein is intended to, nor does, in any manner waive, limit, impair, or restrict any right of any Consenting Creditor or the ability of each of the Consenting Creditors to protect and preserve its rights, remedies and interests, including without limitation, its claims against the Companies.

9.08. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns as expressly set forth in this Agreement; provided, that the Agent shall be permitted to conclusively rely on Section 4.01(c) and, with respect to the representations and warranties of the Consenting Lenders, Sections 5 and 6 hereof.

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9.09. Specific Performance. Each Party hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement may cause the other Parties to sustain damages for which such Parties would not have an adequate remedy at law for money damages, and therefore each Party hereto agrees that in the sole event of any breach the other Parties shall be entitled to seek the remedy of specific performance or injunctive relief to enforce such covenants and agreements. Each Party further agrees that no other Party or any other person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.09, and each Party (i) irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (ii) shall cooperate fully in any attempt by the other Party to obtain such equitable relief.

9.10. Remedies Cumulative. 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 of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

9.11. Interpretation. This Agreement is the product of negotiations between the Parties, and the enforcement or interpretation hereof is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.

9.12. Acknowledgement of Indemnification Obligations Under Credit Agreement.

(a) Each of the Companies hereby acknowledges and affirms that:

(i) it has an ongoing obligation to indemnify, reimburse defend, pay and hold harmless the Agent and the Agent’s officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, attorneys and Affiliates from and against any and all Indemnified Liabilities the Agent pursuant to Sections 10.2 and 10.3 of the Credit Agreement;

(ii) that such indemnification obligation includes any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense and disbursement of any kind or nature whatsoever in connection with any actions or omissions by the Agent or its representatives undertaken in accordance with and in furtherance of this Agreement, including, without limitation, in connection with any action taken or not taken by the Agent in accordance with the Agent Instruction or any Additional Agent Instruction, all the foregoing of which are included within the scope of the Credit Agreement’s definition “Indemnified Liabilities”; and

(iii) that the Companies’ indemnification obligations to the Agent must be fulfilled prior and without regard to the Lenders’ indemnification obligations to the Agent.

(b) Each of the Consenting Lenders hereby acknowledges and affirms that:

(i) the Lenders have an ongoing obligation to indemnify, defend, pay and hold harmless the Agent and the Agent’s officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, attorneys and Affiliates from and against any and all Indemnified Liabilities the Agent under the Credit Agreement pursuant to Section 9.6 thereof;

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(ii) that such indemnification obligation includes any liability, obligation, loss, damage, penalty, claim, action, judgment, suit, cost, expense and disbursement of any kind or nature whatsoever in connection with any actions or omissions by the Agent or its representatives undertaken in accordance with and in furtherance of this Agreement, including, without limitation, in connection with any action taken or not taken by the Agent in accordance with the Agent Instruction or any Additional Agent Instruction, all the foregoing of which are included within the scope of the Credit Agreement’s definition “Indemnified Liabilities”; and

(iii) if the Agent incurs Indemnified Liabilities, but there are insufficient funds available from the Companies to fully satisfy the Agent’s indemnification rights against the Companies, Agent may then pursue its indemnification rights against all Lenders under Section 9.6 of the Credit Agreement until the Agent has been reimbursed in an amount equal to all remaining unpaid Indemnified Liabilities.

In addition, by its signature hereto, each Consenting Lender hereby agrees to be bound by the terms of the “Indemnity Agreement” set forth in Exhibit C hereto.

9.13. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Delivery of an executed copy of this Agreement shall be deemed to be a certification by each person executing this Agreement on behalf of a Party that such person and Party has been duly authorized and empowered to execute and deliver this Agreement and each other Party may rely on such certification. Delivery of any executed signature page of this Agreement by telecopier, facsimile or electronic mail shall be as effective as delivery of a manually executed signature page of this Agreement.

9.14. Notices. All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like notice):

(a) if to a Company, to:

Education Management Corporation

210 Sixth Avenue, 33rd Floor

Pittsburgh, PA 15222

Attention: General Counsel

E-mail address: 

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with copy to:

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, New York 10019

Attention: Josh Feltman

E-mail address:

(b) if to a Consenting Revolving Lender identified as such on the signature pages hereto, to:

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Attention: Scott Zemser

E-mail address:

(c) if to a Consenting Term Lender identified as such on the signature pages hereto, to:

Milbank, Tweed, Hadley & McCloy LLP

601 South Figueroa Street

Los Angeles, CA 90017

Attention: Gregory Bray

E-mail address:

(d) if to a Consenting Noteholder identified as such on the signature pages hereto, to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Douglas Davis

E-mail address:

(e) if to a Consenting Shareholder, to, as applicable:

Affiliate of Goldman Sachs & Co.

c/o Goldman Sachs & Co.

200 West Street

New York, NY 10282

Attention: Chris Machera

E-mail address:

Affiliates of Providence Equity Partners

c/o Providence Equity Partners

50 Kennedy Plaza

Providence, Rhode Island

Attention: Paul J. Salem, Senior Managing Director

E-mail address:

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Affiliates of Leeds Equity Partners

c/o Leeds Equity Partners

350 Park Avenue

New York, NYAttention: Jeffrey T. Leeds

E-mail address:

or, in each case, such other address as may have been furnished by a Party to each of the other Parties by notice given in accordance with the requirements set forth above. Any notice given by delivery, mail or courier shall be effective when received.

9.15. Full Satisfaction of Claims. Each Restructuring Support Party acknowledges and agrees that, upon consummation of the Restructuring and the transactions contemplated by the definitive documents relating thereto and subject to the terms of such documents, the distributions to and treatment of such Restructuring Support Party under the restructuring documents shall be in full and complete satisfaction of any and all rights that it may have in respect of its interests in and claims against the Companies and the Companies shall be released and discharged from any and all further obligations in respect of such holdings and claims.

9.16. No Waiver. If the Restructuring is not consummated or this Agreement is terminated for any reason, nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights and the Parties expressly reserve any and all of their respective rights.

9.17. Construction. Except where the context otherwise requires, words importing the masculine gender shall include the feminine and the neutral, if appropriate, words importing the singular number shall include the plural number and vice versa.

9.18. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction the remaining terms and provisions hereof.

9.19. Amendments to Credit Documents. Each of the parties hereto covenants and agrees not to vote or otherwise agree to modify, amend, waive or terminate Sections 2.17, 3.2 or 6.12(c) of the Credit Agreement and/or Section 7.2 of the Pledge and Security Agreement unless Revolving Lenders holding more than 66 ²⁄₃% in value of the Revolving Exposure of all Lenders shall so vote or otherwise agree (in each case except as set forth in the Amendment Agreement (as defined in the Credit Agreement).

9.20. Headings. The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction or interpretation of any term or provision hereof and shall not affect in any way the meaning or interpretation of this Agreement.

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9.21. Defined Terms. Unless otherwise defined herein, capitalized terms in this Agreement shall have the meanings assigned to such terms in the Credit Agreement, the Old Indenture and/or the New Indenture, as applicable.

9.22. WAIVER OF TRIAL BY JURY. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.23. Submission to Jurisdiction. By its execution and delivery of this Agreement, each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state or federal courts located within New York County in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each Party irrevocably waives, to the fullest extent permitted by applicable laws, any objection it may have now or hereafter to the venue of any action, suit or proceeding brought in such courts or to the convenience of the forum.

9.24. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

EDUCATION MANAGEMENT CORPORATION

By:

Name:

Title:

EDUCATION MANAGEMENT HOLDINGS LLC

EDUCATION MANAGEMENT FINANCE CORP.

By:

Name:

Title:

EDUCATION MANAGEMENT LLC

By:

Name:

Title:

ARGOSY UNIVERSITY FAMILY CENTER, INC.

EDMC MARKETING AND ADVERTISING, INC.

HIGHER EDUCATION SERVICES, INC.

MCM UNIVERSITY PLAZA, INC.

THE CONNECTING LINK, INC.

By:

Name:

Title:

AID RESTAURANT, INC.

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

AIH RESTAURANT, INC.

By:

Name:

Title:

AIIM RESTAURANT, INC.

By:

Name:

Title:

BROWN MACKIE EDUCATION CORPORATION

EDUCATION FINANCE II LLC

SOUTH UNIVERSITY RESEARCH CORPORATION

THE ART INSTITUTES INTERNATIONAL LLC

AICA-IE RESTAURANT, INC.

AIIN RESTAURANT LLC

AIT RESTAURANT, INC.

AITN RESTAURANT, INC.

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

COA Caerus CLO Ltd., as

Lender

By: 3i Debt Management US,

LLC as Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Fraser Sullivan CLO I, Ltd.,

as Lender

By: 3i Debt Management US,

LLC as Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Fraser Sullivan CLO II, Ltd.,

as Lender

By: 3i Debt Management US,

LLC as Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Jamestown CLO II Ltd.

By: 3i Debt Management US,

LLC as Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ABBEY FUNDING ULC

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

One Wall Street CLO II LTD

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Pacifica CDO VI LTD

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Prospero CLO I B.V.

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Prospero CLO II B.V.

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Veritas CLO II, LTD

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Westwood CDO I LTD

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Westwood CDO II LTD

By: Alcentra NY, LLC, as

investment advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

ABCLO 2007-1, LTD.

By: AllianceBernstein L.P., as Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

AllianceBernstein Institutional Investments – High Yield Loan Portfolio

By: AllianceBernstein L.P., as Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

AllianceBernstein High Income Fund, Inc.

By: AllianceBernstein L.P., as Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

AllianceBernstein Global High Income Fund, Inc.

By: AllianceBernstein L.P., as Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.

By: ANCHORAGE CAPITAL GROUP, L.L.C.

ITS INVESTMENT MANAGER

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ASF1 Loan Funding LLC

By: Citibank, N.A.,

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BANK OF AMERICA, N.A.

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

MERRILL LYNCH CAPITAL CORPORATION

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BARCLAYS BANK PLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

GSC Group CDO Fund

VIII, Limited

By: GSC Group CDO Fund VIII, Limited

By: GSC Acquisition Holdings, L.L.C.,

as its Collateral Manager

By: GSC MANAGER, LLC, in its capacity as Manager

By: BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C., in its capacity as
Member

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

GSC Partners CDO Fund VII,

Limited

By: GSC Acquisition Holdings, L.L.C.,

as its Collateral Manager

By: GSC MANAGER, LLC, in its capacity as Manager

By: BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C., in its capacity as
Member

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BMI CLO I

By: BlackRock Financial

Management, Inc., its

Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BlackRock Funds II, BlackRock

Floating Rate Income

Portfolio

By: BlackRock Financial

Management, Inc., its

Sub-Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BlackRock Senior Income

Series IV

By: BlackRock Financial

Management, Inc., its

Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BlackRock Senior Income

Series V Limited

By: BlackRock Financial

Management, Inc., its

Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Cooper River LLC

By: FS Investment Corporation,

as Sole Member

By: GSO/Blackstone Debt Funds Management LLC,

as Sub-Adviser

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

FM Leveraged Capital Fund I

By: GSO / Blackstone Debt Funds Management LLC

as Subadviser to FriedbergMilstein LLC

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Gale Force 2 CLO, Ltd.

By: GSO / Blackstone Debt

Funds Management LLC as

Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Gale Force 3 CLO, Ltd.

By: GSO / Blackstone Debt

Funds Management LLC as

Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Inwood Park CDO LTD.

By: Blackstone Debt Advisors

LP

As Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Locust Street Funding LLC

By: FS Investment Corporation, as Sole Member

By: GSO / Blackstone Debt Funds Management LLC

as Sub-Adviser

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Maps CLO Fund II, Ltd.

By: GSO / Blackstone Debt

Funds Management LLC as

Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Prospect Park CDO Ltd.

By: Blackstone Debt Advisors

L.P.

As Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Riverside Park CLO Ltd.

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BLT 15 LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BlueMountain CLO II, LTD

By: BLUEMOUNTAIN CAPITAL

MANAGEMENT, LLC,

Its Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BlueMountain CLO III, LTD

By: BLUEMOUNTAIN CAPITAL

MANAGEMENT, LLC,

Its Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BlueMountain CLO Ltd

By: BLUEMOUNTAIN CAPITAL

MANAGEMENT, LLC,

Its Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BNP Paribas

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

BNP PARIBAS

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Del Mar CLO I, LTD.

By: Allianz Global Investors

U.S. LLC-CS Credit Group

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Cedarview Opportunities Master Fund

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

CCP CREDIT ACQUISITION HOLDINGS, L.L.C.

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

The Distressed Debt Trading Desk of

    Citibank, N.A.

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

The Distressed Debt Trading Desk of

    Citigroup Financial Products Inc.

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Shinnecock CLO 2006-1

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

CREDIT SUISSE AG, Cayman Islands Branch

By:

Name:

Title:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

CREDIT SUISSE LOAN FUNDING LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Credit Suisse AG, Cayman Islands Branch

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACA CLO 2006-1, LTD

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACA CLO 2006-2, LTD

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACA CLO 2007-1, LTD

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Apidos CDO I

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Apidos CDO III

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Apidos CDO IV

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Apidos CDO V

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Apidos Cinco CDO

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Apidos Quattro CDO

By Its Investment Advisor CVC Credit

Partners, LLC

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

San Gabriel CLO I LTD

By Its Investment Advisor CVC Credit

Partners, LLC

On Behalf of Resource Capital Asset

Management (RCAM)

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Shasta CLO I LTD

By Its Investment Advisor CVC Credit

Partners, LLC

On Behalf of Resource Capital Asset

Management (RCAM)

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

DWS Floating Rate Fund

By: Deutsche Investment

Management Americas Inc.

Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Flagship CLO V

By: Deutsche Investment Management

Americas Inc.

(as successor in interest to Deutsche

Asset Management, Inc.),

As Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Flagship CLO VI

By: Deutsche Investment

Management Americas Inc.

As Collateral Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Deutsche Bank AG New York Branch

  By: DB Services New Jersey, Inc.

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Deutsche Bank AG Cayman Islands Branch

By: DB Services New Jersey, Inc.

By:

Name:

Title:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

AGF FLOATING RATE INCOME FUND

BY: EATON VANCE MANAGEMENT

AS PORTFOLIO MANAGER

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Bond Portfolio

By: Boston Management and Research

As Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Eaton Vance CDO VII PLC

By: Eaton Vance Management

as Interim Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Eaton Vance CDO VIII, Ltd.

By: Eaton Vance Management

As Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Eaton Vance CDO IX Ltd.

By: Eaton Vance Management

as Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Eaton Vance CDO X PLC

By: Eaton Vance Management

As Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Eaton Vance Floating-Rate

Income Plus Fund

By: Eaton Vance Management

as Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
EATON VANCE SENIOR FLOATING-RATE TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
Name:
Title:
For parties requiring a second signature line:
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
EATON VANCE FLOATING-RATE INCOME TRUST
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
Name:
Title:
For parties requiring a second signature line:
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Eaton Vance International

(Cayman Islands) Floating-Rate

Income Portfolio

By: Eaton Vance Management

as Investment Advisor

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

EATON VANCE SENIOR INCOME TRUST

BY:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

By:
	Name:
	Title:
For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

EATON VANCE SHORT DURATION

DIVERSIFIED INCOME FUND

BY:  EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

BY:	EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
EATON VANCE LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
GRAYSON & CO
BY:	BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

KP Fixed Income Fund

By:  Eaton Vance Management

As Investment Sub-Advisor

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
MET INVESTORS SERIES TRUST-
MET/EATON VANCE FLOATING RATE PORTFOLIO
BY:	EATON VANCE MANAGEMENT
	AS INVESTMENT SUB-ADVISOR

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

PACIFIC SELECT FUND

FLOATING RATE LOAN PORTFOLIO

BY:	EATON VANCE MANAGEMENT
	AS INVESTMENT SUB-ADVISOR

By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

PACIFIC LIFE FUNDS-PL FLOATING RATE LOAN  FUND

BY:	EATON VANCE MANAGEMENT
AS INVESTMENT SUB-ADVISOR

By:
	Name:
	Title:
For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Columbia Funds Variable Series Trust II -

Variable Portfolio-
Eaton Vance Floating-Rate Income Fund
By:	Eaton Vance Management
as Investment Sub-Advisor

By:
	Name:
	Title:
For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
SENIOR DEBT PORTFOLIO
By:	Boston Management and Research as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Eaton Vance Corp
By:	Eaton Vance Management
As Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

EATON VANCE

VT FLOATING-RATE INCOME FUND

BY:  EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

FIFTH THIRD BANK

By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

GOLDMAN SACHS LENDING PARTNERS LLC

By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

HG VORA CAPITAL MANAGEMENT, LLC

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

HG VORA SPECIAL
OPPORTUNITIES MASTER FUND, LTD., as Lender
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Highland/iBoxx Senior Loan
ETF
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
HillMark Funding, Ltd.
By:  HillMark Capital
Management, L.P., as
Collateral Manager, as Lender
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Stoney Lane Funding I, Ltd.
By:  HillMark Capital
Management, L.P., as
Collateral Manager, as Lender
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
HOLSTON RIVER TRADING, LLC
By:  SunTrust Bank, its Manager
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KATONAH IX CLO LTD.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KATONAH X CLO LTD.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KATONAH 2007-I CLO LTD.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Oregon Public Employees
Retirement Fund
By:
	Name:
	Title:
For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Maryland Statement Retirement and
Pension System
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
BCBSM, Inc.
By: KKR Its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR CORPORATE CREDIT PARTNERS
L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Credit Relative Value
Master Fund LP
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR DEBT INVESTORS II
(2006) (IRELAND) L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR FINANCIAL CLO 2005-1,
LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR FINANCIAL CLO 2005-2,
LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR FINANCIAL CLO 2006-1,
LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR FINANCIAL CLO 2007-1,
LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR FINANCIAL CLO 2011-1,
LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR FLOATING RATE FUND L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Income Opportunities Fund
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Lending Partners LP
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR-PBPR CAPITAL PARTNERS
L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
US Income Strategy Fund of
Nikko AM InvestmentTrust
(Cayman)
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
LANDMARK IX CDO LTD
By Landmark Funds LLC, as Manager
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
JERSEY STREET CLO, LTD.,
By its Collateral Manager, Massachusetts
Financial Services Company
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
MARLBOROUGH STREET CLO, LTD.,
By its Collateral Manager, Massachusetts Financial Services Company
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
MIZUHO BANK, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Venture IX CDO, Limited
By:	its investment advisor,
MJX Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Venture VIII CDO, Limited
By:	its investment advisor,
MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Venture V CDO Limited
By:	its investment advisor,
MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Venture VII CDO Limited
By:	its investment advisor,
MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Venture X CLO, Limited
By:	its investment advisor,
MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Blackwell Partners LLC
By:	Its Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Mudrick Distressed Opportunity Fund Global, LP
By:	Its Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

New Mountain Finance SPV Funding, L.L.C.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

New Mountain Finance Corporation
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Nob Hill CLO Limited
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

OAK HILL ADVISORS, L.P., on behalf of certain

private funds and separate accounts that it manages, each of which is a Lender

By:	OAK HILL ADVISORS GENPAR, L.P.,
	Its General Partner
By:	OAK HILL ADVISORS MGP, INC.,
	Its Managing General Partner
By:
	Name:
	Title:

The Coca-Cola Company Master Retirement Trust

Oak Hill Credit Partners IV, Limited

Oak Hill Credit Partners V, Limited

OHA Asia Customized Credit Fund, L.P.⁴

OHA Credit Partners VI, Ltd.

OHA Credit Partners VII, Ltd.

OHA Credit Partners VIII, Ltd.

OHA Credit Partners IX, Ltd.

OHA Custom Multi-Sector Credit Master Fund, L.P.

OHA Diversified Credit Strategies Fund Master, L.P.

OHA Diversified Credit Strategies Master Fund (Parallel II), L.P.

OHA Intrepid Leveraged Loan Fund, Ltd.

OHA Loan Funding 2013-1, Ltd.

OHA Park Ave CLO I, Ltd.

⁴  Signatory to Restructuring Support Agreement in its capacity as a Lender.

[Signature Page to Restructuring Support Agreement]

Name of Institution:
CSAA Insurance Exchange
By:  Oaktree Capital Management, L.P.
Its:   Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACE Tempest Reinsurance

Ltd.

By:  Oaktree Capital

Management, L.P.

Its:   Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Arch Investment Holdings

IV Ltd.

By: Oaktree Capital

Management, L.P.

Its:  Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Missouri Education Pension

Trust

By:  Oaktree Capital

Management, L.P.

Its:   Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Oaktree Senior Loan Fund, L.P.
By:	Oaktree Senior Loan Fund GP, L.P.
Its:	General Partner, By: Oaktree Fund GP
IIA,	LLC Its: General Partner, By:
Oaktree Fund GP II, L.P. Its: Managing
Member

By:
	Name:
	Title:

For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

UniSuper Limited, as
Trustee for UniSuper
By:	Oaktree Capital
Management, L.P. Its:
Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

WM Pool – High Yield Fixed
Interest Trust
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
New York City Employees’
Retirement System
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
New York City Police
Pension Fund
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Teachers’ Retirement
System of the City of New
York
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Arch Reinsurance Ltd.
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Automobile Club of

Southern California

Pension Plan

By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager

By:
	Name:
	Title:

For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Central States, Southeast
and Southwest Areas
Pension Funds
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Chrysler Group LLC Master

Retirement Trust

By:  Oaktree Capital

Management, L.P.

Its:   Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Employees’ Retirement Fund

of the City of Dallas

By:  Oaktree Capital

Management, L.P.

Its:   Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Fonds Voor Gemene Rekening
Beroepsvervoer – HY
By:  Oaktree Capital
Management, L.P.
Its:   Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
IBM Personal Pension Plan
Trust
By:	Oaktree Capital
Management, L.P.
Its: Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

International Paper
Company Commingled
By: Oaktree Capital
Management, L.P.
Its: Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Iowa Public Employees
Retirement System
By: Oaktree Capital
Management, L.P.
Its: Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Lucent Technologies Inc.
Master Pension Trust
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Microsoft Global Finance
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
OCM High Yield Trust
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Oaktree Global High Yield Bond Fund LP
By:	Oaktree Fund GP IIA, LLC
Its:	General Partner
By:	Oaktree Fund GP II, L.P.
Its:	Managing Member
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Oaktree High Yield Fund
II, L.P.
By:	Oaktree Fund GP II,
L.P.
Its:	General Partner
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Oaktree High Yield Fund,
L.P.
By:	Oaktree Fund GP II,
L.P.
Its:	General Partner
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
PG&E Corporation
Retirement Master Trust
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Pacific Gas & Electric Co. Post
Retirement Medical Plan Trust for
Non-Management Employees and
Retirees
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Russell Investment Company
Russell Global Credit
Strategies Fund
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Sears Holdings Pension
Trust
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

State Teachers Retirement

System of Ohio

By:  Oaktree Capital

Management, L.P.

Its:  Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

State of Connecticut

Retirement Plans and Trust

Funds

By:  Oaktree Capital

Management, L.P.

Its:  Investment Manager

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

TMCT II, LLC
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

TMCT, LLC
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Texas County & District
Retirement System
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:

For parties requiring a second signature line:

By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

UMC Benefit Board, Inc.
By:	Oaktree Capital
Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Omega Advisors, Inc., solely in its capacity of investment manager for certain funds and accounts* it manages, and not in its individual corporate capacity

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ProAssurance Casualty Inc.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

JLP Credit Opportunity Master Fund LTD

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

JLP Stressed Credit Fund LP

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

THE ROYAL BANK OF SCOTLAND PLC
By: RBS Securities Inc., its agent
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

XL RE LTD., as Lender
By:	Regiment Capital Management LLC,
In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

VALHOLL, LTD., as Lender
By:  Regiment Capital Management LLC,
In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

REGIMENT CAPITAL, LTD., as Lender
By:  Regiment Capital Management LLC,
In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

CAVALRY CLO III, LTD., as Lender
By:  Regiment Capital Management LLC,
In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

BLUE FALCON LIMITED, as Lender
By:  Regiment Capital Management LLC,
In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Saratoga Investment Corp CLO 2013-1, Ltd.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Brookside Mill CLO Ltd.
By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Slater Mill Loan Fund, L.P.
By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Westbrook CLO Ltd.
By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
SPCP GROUP, LLC
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Symphony CLO VII, LTD.
By:  Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Symphony CLO III, LTD.
By:  Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Nuveen Floating Rate Income Opportunity Fund
By:  Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Nuveen Floating Rate Income Fund
By:  Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Symphony Credit Opportunities Fund, LTD.
By:  Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Nuveen Symphony Credit Opportunities Fund
By:  Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Symphony CLO XII, LTD.
By:	Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Nuveen Symphony Floating Rate Income Fund
By: Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Nuveen Senior Income Fund
By:	Symphony Asset Management LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Telos CLO 2006-1, LTD

Telos CLO 2007-2, LTD

Telos CLO 2013-3, LTD

Managed by: Telos Asset Management, LLC

By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Third Avenue Trust, on Behalf of Third Avenue Focused Credit Fund
By:  Third Avenue Management LLC, its investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
1776 CLO I, Ltd.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Wells Fargo Bank, National Association
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
York Global Finance BDH, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Consenting Swap Counterparties

Name of Institution:
GOLDMAN SACHS BANK USA
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
CREDIT SUISSE INTERNATIONAL
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Consenting Noteholders

Name of Institution:
8 Capital Partners L.P.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Strategic Capital Institutional Fund, LTD.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Spruce Investors Limited
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Corporate Credit Partners L.P.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Debt Investors II (2006) (Ireland) L.P.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR-PBPR Capital Partners L.P.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Credit Relative Master Fund L.P.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR Financial Holdings III, LLC
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
KKR-Milton Capital Partners L.P.
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Maryland Statement Retirement and Pension System
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Oregon Public Employees Retirement Fund
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:
Paris Funding LLC
By:
	Name:
	Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

State Teachers Retirement System of Ohio

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Oaktree (Lux.) Funds – Oaktree North

American High Yield Bond Fund

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Oaktree (Lux.) Funds – Oaktree Global High Yield Bond Fund

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Automobile Club of Southern California

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Interinsurance Exchange of the Automobile Club Southern California

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Automobile Club of Southern California Pension Plan

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

IBM Personal Pension Plan Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Automobile Club Inter-Insurance Exchange

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Oaktree High Yield Fund II, L.P.

By: Oaktree Fund GP II, L.P.

Its: General Partner

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Oaktree Global High Yield Bond Fund, L.P.

By: Oaktree Global High Yield Bond Fund GP, L.P.

Its: General Partner

By: Oaktree Fund GP IIA, LLC

Its: General Partner

By: Oaktree Fund GP II, L.P.

Its: Managing Member

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

OCM High Yield Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Oaktree High Yield Fund, LP.

By: Oaktree Fund GP II, L.P.

Its: General Partner

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

State of Connecticut Retirement Plans and Trust Funds

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

CSAA Insurance Exchange

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Iowa Public Employees’ Retirement System

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

PG&E Corporation Retirement Master Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Pacific Gas & Electric Company Post
Retirement Medical Plan Trust for Non-
Management Employees and Retirees

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

UMC Benefit Board, Inc.

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Texas County & District Retirement System

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Lucent Technologies Inc. Master Pension Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Arch Reinsurance Ltd.

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Central States, Southeast and Southwest Areas
Pension Funds

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Virginia Retirement System

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Sears Canada Inc. Registered Retirement Plan

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

WM Pool – High Yield Fixed Interest Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Fonds Voor Gemene Rekening Beroepsvervoer

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Employees’ Retirement Fund of the City of Dallas

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

San Francisco City and County Employees’ Retirement System

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Microsoft Global Finance

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Dow Retirement Group Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Barclays Multi-Manager Fund PLC

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

UNIVERSAL–HP III Oaktree

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Chrysler Group LLC Master Retirement Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Los Angeles County Employees Retirement

Association

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Retirement Annuity Plan for Employees of the Army and Air Force Exchange Service

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

AAFES Retiree Medical Dental & Life Insurance Plan

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

International Paper Company Commingled Investment Group Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

TMCT II, LLC

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

TMCT LLC

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Ace Global Markets Limited

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Sears Holdings Pension Trust

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Teachers’ Retirement System of the City of
New York

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

New York City Police Pension Fund

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

New York City Employees’ Retirement System

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACE Bermuda Insurance Ltd.

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACE Tempest Reinsurance Ltd.

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

Russell Investment Company Russell Global

Opportunistic Credit Fund

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Name of Institution:

ACE Life Insurance Company, Ltd.

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:

Name:

Title:

For parties requiring a second signature line:

By:

Name:

Title:

[Signature Page to Restructuring Support Agreement]

Consenting Shareholders

Name of Institution:
GS CAPITAL PARTNERS V FUND, L.P.
By:	GS Advisors V, L.L.C., its General Partner
By:
Name:
Title:
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:	GS Advisors V, L.L.C., its General Partner
By:
Name:
Title:
GS CAPITAL PARTNERS V GMBH & CO. KG
By:	GS Advisors V, L.L.C., its General Partner
By:
Name:
Title:
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:	GS Advisors V, L.L.C., its General Partner
By:
Name:
Title:
GSCP V EDMC HOLDINGS, L.P.
By:	GSCP V EDMC GP, L.L.C., its general partner
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

LEEDS EQUITY PARTNERS IV, L.P.
By:	Leeds Equity Associates IV, L.L.C., its general partner
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

LEEDS EQUITY PARTNERS IV CO-INVESTMENT FUND A, L.P.
By:	Leeds Equity Associates IV, L.L.C., its general partner
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

LEEDS EQUITY PARTNERS IV CO-INVESTMENT FUND B, L.P.
By:	Leeds Equity Associates IV, L.L.C., its general partner
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

PROVIDENCE EQUITY PARTNERS V L.P.
By:	Providence Equity Partners GP V L.P., its general partner
By:	Providence Equity Partners V LLC, its general partner
By:
Name:
Title:
PROVIDENCE EQUITY PARTNERS V-A L.P.
By:	Providence Equity Partners GP V L.P., its general partner
By:	Providence Equity Partners V LLC, its general partner
By:
Name:
Title:
PROVIDENCE EQUITY PARTNERS IV L.P.
By:	Providence Equity GP IV L.P.,
	its general partner
By:	Providence Equity Partners IV L.L.C., its general partner
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

PROVIDENCE EQUITY OPERATING PARTNERS IV L.P.
By:	Providence Equity GP IV L.P.,
	its general partner
By:	Providence Equity Partners IV L.L.C.,
	its general partner
By:
Name:
Title:
PEP EDMC L.L.C.
By:
Name:
Title:

[Signature Page to Restructuring Support Agreement]

Exhibit A

Term Sheet

[See Following Page]

EDUCATION MANAGEMENT LLC, ET AL.

RESTRUCTURING TERM SHEET

September 4, 2014

THIS RESTRUCTURING TERM SHEET (TOGETHER WITH THE ANNEXES ATTACHED TO IT, THIS “TERM SHEET”) DESCRIBES THE MATERIAL TERMS OF A PROPOSED RESTRUCTURING (THE “RESTRUCTURING”) PURSUANT TO WHICH EDUCATION MANAGEMENT LLC (THE “BORROWER”), ITS PARENT ENTITIES AND ITS SUBSIDIARIES (COLLECTIVELY, THE “COMPANY”) WILL RESTRUCTURE THEIR INDEBTEDNESS UNDER INTER ALIA (I) THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2007, AS AMENDED AND RESTATED AS OF DECEMBER 7, 2010 AND AS TO BE FURTHER AMENDED AND RESTATED AS OF SEPTEMBER 5, 2014 (AS AMENDED, THE “EXISTING CREDIT AGREEMENT”), (II) THAT CERTAIN INDENTURE, DATED AS OF MARCH 5, 2013 (AS AMENDED, THE “OLD INDENTURE”), PURSUANT TO WHICH THE BORROWER ISSUED SENIOR CASH PAY/PIK NOTES DUE JULY 1, 2018 (THE “CASH PAY/PIK NOTES”) AND (III) THAT CERTAIN INDENTURE, TO BE DATED AS OF SEPTEMBER 5, 2014 (THE “NEW INDENTURE”) PURSUANT TO WHICH THE BORROWER ISSUED SENIOR PIK TOGGLE NOTES DUE JULY 1, 2018 (THE “PIK NOTES” AND TOGETHER WITH THE CASH PAY/PIK NOTES, THE “NOTES”).

THIS TERM SHEET DOES NOT CONSTITUTE AN OFFER OF SECURITIES. ANY SUCH OFFER WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. THIS TERM SHEET IS SUBJECT TO ALL EXISTING CONFIDENTIALITY AGREEMENTS, INCLUDING THE CONFIDENTIALITY PROVISIONS OF THE EXISTING CREDIT AGREEMENT.

OVERVIEW

Restructuring Summary

The Company, Consenting Lenders, Consenting Noteholders and Consenting Shareholders have entered into that certain Restructuring Support Agreement, dated as of September 4, 2014 (the “RSA”), to which this Term Sheet is attached and pursuant to which the Company, such Consenting Lenders, Consenting Noteholders and Consenting Shareholders agree to support and consummate the Restructuring consistent with the terms of this Term Sheet. Pursuant to the Restructuring, (i) in exchange for the outstanding loans under the Existing Credit Agreement (the “Loans”) and Notes, the lenders under the Existing Credit Agreement (the “Lenders”) and holders of Notes (collectively, the “Holders”), as applicable, will receive a combination of (x) New Term Loans, (y) New Preferred, and (z) New A Warrants (each as defined below); provided, a portion of the outstanding revolving Loans under the Existing Credit Agreement (the “Revolving Loans” and Loans, other than Revolving Loans, “Term Loans”) will be paid down, and all letters of credit issued under the Existing Credit Agreement (the “Existing

LCs”) will be reinstated, in connection with the establishment of the New Revolving Facility (as defined below). In addition, the creditors in respect of the Bilateral LC Facilities (as defined below) will agree to extend such facilities as described below.

Contemporaneous Alterations to Capital Structure

Contemporaneous with entry into the RSA, the following alterations to the Company’s capital structure will be made: •       Pursuant to the terms of that certain Amendment Agreement, to be dated as of September 5, 2014 (the “Amendment Agreement”), each Consenting Lender (i) holding revolving commitments under the Existing Credit Agreement has agreed inter alia to extend the maturity of its revolving commitments to July 2, 2015 and to accept payment of interest (but not, for the avoidance of doubt, letter of credit fees) in kind or as a credit (rather than in cash) through and including June 30, 2015 and (ii) holding Term Loans has agreed inter alia that no amortization payments will be payable with respect to the Term Loans on or prior to June 30, 2015 and to accept the payment of interest in kind (rather than in cash) through and including June 30, 2015. In addition, pursuant to the Amendment Agreement, (x) the “Total Leverage Ratio” and “Interest Coverage Ratio” covenants in the Existing Credit Agreement shall not apply to fiscal quarters up to and including the fiscal quarter ending June 30, 2015, and (y) the Pledge and Security Agreement (as defined in the Existing Credit Agreement) has been amended to provide for the payment of Priority Obligations (as defined in the Existing Credit Agreement) prior to Non-Priority Obligations (as defined in the Existing Credit Agreement) in connection with any realization by the collateral agent under the Existing Credit Agreement on the collateral securing such obligations. LENDERS WHO DO NOT EXECUTE THE RSA AND CONSENT TO THE RESTRUCTURING WILL HOLD ONLY NON- PRIORITY OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT. ACCORDINGLY, IF THE RESTRUCTURING IS IMPLEMENTED THROUGH AN ARTICLE 9 SALE AS CONTEMPLATED BELOW, NON-CONSENTING LENDERS MAY RECEIVE NO DISTRIBUTION ON ACCOUNT OF THEIR CLAIMS. •       Each Consenting Lender will be paid a consent yield equal to its ratable share (based on the entitlement of such Consenting Lender to receive Tranche B Term Loans as set forth below under “Treatment of Term Loans”) of $150 million (the “Consent Amount”). Each Consenting Lender will have its portion of the Consent Amount added to its claim immediately prior to the consummation of the Restructuring on the Restructuring Effective Date. The Consent Amount will be payable on

	the Restructuring Effective Date in Tranche B Term Loans. The payment of the Consent Amount to each Consenting Lender will reduce the amount of Tranche B Term Loans otherwise available for distribution to the Lenders as set forth below under “Treatment of Term Loans”. LENDERS WHO DO NOT EXECUTE THE RSA AND CONSENT TO THE RESTRUCTURING WILL NOT BE ENTITLED TO A SHARE OF THE CONSENT AMOUNT. ACCORDINGLY, IF THE RESTRUCTURING IS IMPLEMENTED THROUGH AN INTERCOMPANY SALE AS CONTEMPLATED BELOW, NON-CONSENTING LENDERS, IF THEY RECEIVE ANY DISTRIBUTION ON ACCOUNT OF THEIR CLAIMS, WILL NOT RECEIVE THE APPLICABLE PORTION OF TRANCHE B TERM LOANS AND THEIR DISTRIBUTION WILL BE SUBJECT TO THE TRANCHE B TERM LOANS DISTRIBUTED TO CONSENTING LENDERS ON ACCOUNT OF THE CONSENT YIELD. •       Pursuant to that certain Exchange Agreement, to be dated as of September 5, 2014, executed by the Issuers (as defined in the Old Indenture) and certain Holders of Cash Pay/PIK Notes, such Holders have participated in a private exchange offer pursuant to which they exchanged their Cash Pay/PIK Notes for PIK Notes.
TREATMENT OF CLAIMS AND INTERESTS5
Treatment of Existing Letters of Credit under the Existing Credit Agreement	$107.593 million of Existing LCs will be rolled into, and deemed issued under, the New Credit Agreement (as defined in the New Credit and Guaranty Agreement Summary of Terms and Conditions attached here to as Annex A (the “New Credit Agreement Term Sheet”)) on the effective date of the Restructuring (the “Restructuring Effective Date”) and will be extended on an evergreen basis; provided that no such letter of credit shall have an expiration date later than five (5) business days prior to the maturity date for the New Revolving Facility set forth in the New Credit Agreement Term Sheet.
Treatment of Existing Letters of Credit under the Bilateral LC	Each of (i) the cash collateralized Letter of Credit Facility Agreement, dated as of November 30, 2011 (as amended from time to time, the “BoA LC Facility”), among the Borrower, the guarantors party thereto and Bank of America, N.A. and (ii) the cash collateralized Letter of Credit Facility

⁵  The treatment set forth herein assumes the voluntary participation of all Lenders and all Holders and all Company creditors in respect of the Bilateral LC Facilities and the Applicable Swaps in the Restructuring and the execution by each of them of the RSA (or, in the case of the Holders, tendering in the Exchange Offer) and by each Lender of the Amendment Agreement (the “Full Consent Condition”). Certain additional considerations that apply in the event such full participation is not achieved are set forth below under “Implementation”.

Facilities	Agreement, dated as of March 9, 2012 (as amended from time to time, the “BNP LC Facility” and together with the BoA LC Facility, the “Bilateral LC Facilities”), among the Borrower, the guarantors party thereto and BNP Paribas, shall be extended until the maturity date for the New Revolving Facility set forth in the New Credit Agreement Term Sheet. The terms of the Bilateral LC Facilities shall otherwise remain unchanged, other than (with the consent of Bank of America, N.A. or BNP Paribas, as applicable) modifications necessary to optimize cash management to the extent possible.
Treatment of Revolving Loans	•       Revolving Loan Paydown: $150 million of principal amount of Revolving Loans will be repaid in cash at par on the Restructuring Effective Date (the “Revolving Loan Paydown”) and such amount will be available to be re-borrowed as set forth below; each Lender holding Revolving Loans will receive its pro rata share of the Revolving Loan Paydown and will participate ratably in the New Revolving Facility (as defined below) under the New Credit Agreement as a New Revolving Lender (as defined below). •       Unpaid Revolving Loans: Remaining outstanding Revolving Loans (approximately $70 million) will be treated as set forth below under “Treatment of Term Loans” below.
Treatment of Term Loans	Each Lender holding Term Loans and remaining outstanding Revolving Loans (as described above) will receive the following on a pro rata basis (it being understood that the pro rata calculation will include principal amounts as of the date hereof and accrued interest through September 30, 2014 in respect of Term Loans, but not Revolving Loans): •       Tranche A Term Loans: $150 million of new first lien senior secured tranche A term loans (the “Tranche A Term Loans”) deemed extended to the Borrower or New EM Holdings (as defined below under the heading “Implementation”) (as applicable, the “New Borrower”) under the New Credit Agreement, as further described in the New Credit Agreement Term Sheet; •       Tranche B Term Loans: $250 million of new first lien senior secured tranche B term loans (the “Tranche B Term Loans”, and together with the Tranche A Term Loans, the “New Term Loans”) deemed extended to the New Borrower under the New Credit Agreement, as further described in the New Credit Agreement Term Sheet; provided that in the event any letters of credit issued or deemed issued under the New Credit Facility are drawn and are not reimbursed, Tranche B Term Loans in an amount equal to the amount drawn on any such letters of

	credit shall be automatically converted to Tranche A Term Loans; provided further (x) to the extent such letters of credit are subsequently reimbursed, such converted Tranche A Term Loans shall revert to Tranche B Term Loans and (y) the aggregate amount of any Tranche B Term Loans converted into Tranche A Term Loans pursuant to this provision shall not at any time exceed $107.5 million; •       Optionally Convertible Preferred: $200 million of new optionally convertible preferred stock of Education Management Corporation, a Pennsylvania corporation (“Parent”), as further described in Annex B hereto (the “Preferred A-1”); and •       Mandatorily Convertible Preferred: $[Z]6 of new mandatorily convertible preferred stock of Parent, as further described in Annex C hereto (“Preferred A-2”).
Treatment of Notes	Each Holder of Notes will receive its pro rata share of the following: •       Mandatorily Convertible Preferred: Approximately $2197 million of new mandatorily convertible preferred stock of Parent, as further described in Annex D hereto (“Preferred B” and together with the Preferred A-1 and Preferred A-2, the “New Preferred”); and •       Warrants: Warrants for 10% of the fully-diluted (excepting MIP (as defined below) awards) common equity of Parent with a strike price based on a $1.25 billion total enterprise value of Parent (“New A Warrants”).
Swap Counterparties	•       Each counterparty to a swap or other hedging arrangement with the Company secured under the Existing Credit Agreement (“Applicable Swaps”) will receive on account of the termination value of their net positions a ratable share of Tranche A Term Loans, Tranche B Term Loans, Preferred A-1 and Preferred A-2.
Existing Shareholders	•       Existing shareholders will retain 4.0% common stock of Parent, after giving pro forma effect to the conversion of the New Preferred, assuming the voluntary conversion of the Preferred A-1, and subject to further dilution on account of the exercise of any New Warrants (as defined below) and the MIP.

⁶  Z = Principal of Loans (as of the date hereof) + accrued, non-default interest through September 30, 2014 in respect of the Term Loans + consenting swap termination value – $600mm – Revolving Loan Paydown of $150mm

⁷  Assuming unanimous consent, the amount will be equal to the principal amount of Notes as of today, plus accrued interest through September 30, 2014, to the extent not paid in cash prior to the Restructuring Effective Date.

	•       Existing shareholders will receive a ratable distribution of warrants for 5% of the fully-diluted (excepting MIP awards) common equity of Parent with a strike price based on an enterprise value of Parent that would imply a par return on the Notes (“New B Warrants” and together with the New A Warrants, the “New Warrants”) •       The Consenting Shareholders will approve an increase in the number of authorized shares of common stock in an amount at least sufficient for conversion of the New Preferred, for the exercise of the New Warrants and for grants under the new MIP. •       In addition, the Consenting Shareholders will consent to amend, as applicable, the existing shareholders agreement, the existing articles of incorporation and the bylaws as necessary to implement the agreements set forth below under “Corporate Governance”.
RESTRUCTURED OBLIGATIONS
New Revolving Facility	The New Revolving Lenders will make available to the Borrower a first lien senior secured revolving credit facility (the “New Revolving Facility”) in aggregate principal amount equal to $150 million (the “New Draw Subfacility”) plus $107.593 million of the Existing LCs (the “LC Only Subfacility”). The LC Only Subfacility and up to $100 million of the New Draw Subfacility will be available for the issuance of letters of credit for the account of the Borrower, its parent entities and its subsidiaries; provided, that following the second anniversary of the Restructuring Effective Date, the portion of the New Draw Subfacility available for letters of credit shall be reduced to the greater of $50 million and the portion thereof then in use for letters of credit. The amount of the New Revolving Facility available for letters of credit from time to time is referred to herein as the “LC Sublimit”. The principal terms of the New Revolving Facility are set forth in the New Credit Agreement Term Sheet attached hereto.
Terms of New Term Loans	The principal terms of the New Term Loans are set forth in the New Credit Agreement Term Sheet attached hereto as Annex A.

Terms of New Preferred	See Annexes B, C and D attached hereto. All three series of the New Preferred will be treated on a pari passu basis upon the occurrence of a Liquidation Event (as defined below). Upon conversion of all of the New Preferred (including the voluntary conversion of the Preferred A-1), the holders thereof will hold 96% of the outstanding common shares of Parent (prior to dilution on account of the exercise of any New Warrants and the new MIP). Restrictions to be agreed to prevent any single holder from 25.0% or more of the outstanding common equity of Parent.
Terms of the New A Warrants	•       Exercisable at the option of the holders into 10% of fully-diluted (exclusive of the MIP) common equity of Parent at a strike price based on $1.25 billion total enterprise value •       Expiration: 7 years •       Exercisable immediately following Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control (as defined below) and due authorization of the underlying common stock, on a cashless basis, but in no event to the extent the exercise thereof would result in the holder owning 25.0% or more of the outstanding common equity of Parent •       Subject to customary anti-dilution protection
Terms of the New B Warrants	•       Exercisable at the option of the holders into 5% of fully-diluted (exclusive of the MIP) common equity of Parent at a strike price based on a par recovery for the Notes •       Expiration: 7 years •       Exercisable immediately following Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control (as defined below) and due authorization of the underlying common stock, on a cashless basis, but in no event to the extent the exercise thereof would result in the holder owning 25.0% or more of the outstanding common equity of Parent •       Subject to customary anti-dilution protection

IMPLEMENTATION AND GENERAL PROVISIONS

Implementation

The transactions described in this Term Sheet will be implemented through an out-of-court restructuring that will be fully consensual to the extent the Full Consent Condition is satisfied, and otherwise through an intercompany sale (which sale could, but need not be, implemented under Article 9 of the Uniform Commercial Code) (the “Intercompany Sale”). In the event of an Intercompany Sale, Parent’s existing direct subsidiary, Education Management Holdings LLC (and/or certain of its intermediate holding company subsidiaries) would be replaced in Parent’s educational institutions’ ownership tree by a newly formed, wholly owned subsidiary (or subsidiaries) of Parent (“New EM Holdings”). All of the Company’s educational institutions would remain wholly owned, indirect subsidiaries of Parent itself, with no effect on ultimate ownership, governance or control. The Company will use commercially reasonable efforts (i) to commence as promptly as practicable an exchange offer (the “Exchange Offer”) for the Notes held by the Holders in which the Company will offer the consideration for the Notes contemplated hereby and (ii) to otherwise satisfy the Full Consent Condition. In the event of an Intercompany Sale, the treatment of claims and interests set forth above shall be modified as follows: •       the New Revolving Facility and New Term Loans under the New Credit Agreement will be established at New EM Holdings, which will assume the liabilities under, or otherwise provide a full and unconditional guarantee of the obligations in respect of, the Existing LCs on a pari passu secured basis with the New Revolving Loans and Tranche A Term Loans8; (ii) the Revolving Loan Paydown will be made ratably only to Revolving Lenders that consent to the RSA and to provide their ratable share of the New Revolving Facility; and (iii) the portion of the Revolving Loans that does not receive the Revolving Loan Paydown will be considered as unpaid Revolving Loans; •       (i) to the extent the Intercompany Sale is effectuated as an Article 9 sale, the aggregate consideration in connection with the Intercompany Sale will be distributed by New EM Holdings (which may engage a disbursing agent, reasonably acceptable to the Requisite Lenders (as defined in the Existing Credit Agreement) for such purpose) in

⁸  The Consenting Revolving Lenders will accept the rolling of the Existing LCs into the New Credit Agreement in satisfaction of the contingent liability under the Existing Credit Agreement.

accordance with the “collateral proceeds waterfall” set forth in Section 7.2 of the Pledge and Security Agreement (as amended by Amendment Agreement) and other applicable provisions of the Existing Credit Agreement and related Pledge and Security Agreement; or (ii) to the extent the Intercompany Sale is not effectuated as an Article 9 Sale, Consenting Lenders will accept in consideration of their existing Loans the consideration set forth herein when transferred to the Borrower by New EM Holdings; •       either (i) Consenting Noteholders will exchange their Notes for the consideration contemplated above immediately prior to consummation of the Intercompany Sale or (ii) contractual arrangements satisfactory to such Consenting Noteholders will be made with Parent and New EM Holdings prior to the Intercompany Sale to effectuate such exchange of Notes as promptly as possible following the Intercompany Sale; and •       the New Preferred to be issued as consideration in the restructuring will first be issued by Parent to New EM Holdings, prior to distribution to the applicable Consenting Creditors as set forth herein.

Corporate Governance

Pre-Change of Control Governance: Prior to Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control, the following corporate governance terms shall apply: •       Holders of a majority of the outstanding New Preferred who consented to the Restructuring will be entitled to appoint two (2) directors to the Parent Board (the “Preferred Directors”) (it being agreed that the size of the Parent Board will be increased to add the Preferred Directors in connection with implementing the Restructuring to the extent there is no vacancy for them to fill). •       The Parent Board will create a new committee (the “Regulatory Approval Committee”), which will be authorized to oversee the process by which pre-closing regulatory approval of the change of control that will result from the conversion of the New Preferred and exercise of New Warrants into common stock of Parent (the “Change of Control”) will be sought from the U.S. Department of Education, applicable accreditation bodies and applicable state regulators (collectively, the “Applicable Regulators”). The Regulatory Approval Committee will consist of the Preferred Directors and two (2) existing directors on the Parent Board (to be selected by the Parent Board).

	•       The Company shall appoint a special consultant (in consultation with and reasonably acceptable to a majority of the Consenting Lenders) to advise the Company and the Parent Board concerning cost-savings and related measures. Post-Change of Control Governance: After Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control, corporate governance terms shall be usual and customary for transactions of this type, including an agreement among shareholders allowing “significant holders” (to be defined in a manner to be reasonably agreed) to nominate and have elected members of the board of directors, co-sale rights, preemptive rights, information rights and registration rights (vis-à-vis Parent common stock), in each case, to be reasonably agreed and negotiated in good faith among the Company and the Consenting Creditors.
Management Incentive Plan	It is agreed that a Management Incentive Plan (“MIP”) will be implemented by the Parent Board and allocated to individual managers on the Restructuring Effective Date. The MIP will be reasonably agreed and negotiated with management in good faith, taking into account both the initial capital structure of the Company upon the Restructuring Effective Date, and the capital structure after giving effect to the mandatory conversion of the Preferred A-2 and Preferred B following receipt of approval by the Applicable Regulators of the Change of Control and due authorization of the common stock into which the New Preferred converts.
Definitive Documents	This Term Sheet does not include a description of all of the terms, conditions and other provisions that will be contained in the definitive documentation governing the Restructuring (which shall be in form and substance reasonably satisfactory to each of the Company, the Consenting Creditors and the Consenting Shareholders (provided, however, that only the Company and the Consenting Creditors shall have consent rights over any documents to which the Consenting Shareholders are not party), contain terms, conditions and other provisions, each customary for the transactions described herein and shall be consistent in all respects with the RSA and this Term Sheet unless otherwise agreed to pursuant to the terms of the RSA) (the “Definitive Documents”).
Tax Issues	The Restructuring shall be structured to preserve favorable tax attributes to the extent practicable and not materially adverse to the Consenting Creditors.

Releases

At or prior to the closing of the Restructuring the Company and the Restructuring Support Parties will execute mutual releases (for the avoidance of doubt, including for the benefit of each of their respective current and former officers, directors, affiliates, attorneys and advisors and the agents and trustees in respect of the Existing Credit Agreement and Notes) of claims, obligations, etc. arising prior to the consummation of the Restructuring; provided, however, that such releases shall not waive or release any claim or cause of action arising out of (a) any express contractual obligation owing by any such party, including under the RSA (or the definitive documentation with respect thereto) and under any applicable confidentiality agreement, (b) the willful misconduct, intentional fraud or criminal conduct of any such party or (c) the actions or inactions of such party following the Restructuring Effective Date.

Indemnification

The definitive documents in respect of the Restructuring will provide that all existing indemnification and exculpation agreements and arrangements (including “D&O” insurance) that are in place for the benefit of officers and directors of the Company will continue to remain in effect, on terms no less favorable than in existence as of today, following the Restructuring Effective Date (including, in the case of insurance, for not fewer than six years). Without limitation of the generality of the foregoing, the Company shall be required to indemnify the officers and directors of the Company from any and all claims arising out of or relating to the consummation of the Restructuring.

Annex A

$657.6 MILLION NEW CREDIT AND GUARANTY AGREEMENT

SUMMARY OF TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Restructuring Support Agreement, dated as of September 4, 2014 (the “RSA”), by and among the Borrower, the Guarantors, the Consenting Creditors and the Consenting Shareholders.

Borrower:	The New Borrower
Holdings	Education Management Holdings LLC, a Delaware limited liability company (“Holdings”)9
Parent	Education Management Corporation, a Pennsylvania corporation (the “Parent”)
Administrative Agent:	U.S. Bank, National Association
Guarantees:	All obligations of the Borrower under the New Credit and Guaranty Agreement and, at the Borrower’s option, any or all obligations of the Parent, Holdings, the Borrower or any of its subsidiaries under any interest rate protection or other swap or hedging arrangements and cash management arrangements, in each case entered into with a New Lender (as defined below), the Administrative Agent or any affiliate of a New Lender or the Administrative Agent at the time such transaction is entered into (“Hedging/Cash Management Arrangements”) will, in each case, be unconditionally guaranteed jointly and severally on a senior basis by the Parent, Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned domestic subsidiary of the Borrower (the “Guarantors”) (and, with respect to obligations of the Parent, Holdings or any subsidiary under any Hedging/Cash Management Arrangements, the Borrower); provided that the Guarantors shall not include any Excluded Subsidiary (as defined below) (it being understood that the Guarantors shall include each guarantor under the Existing Credit Agreement as of the date hereof). “Excluded Subsidiary” means (a) any subsidiary that is prohibited by applicable law or by contractual obligations existing on the closing date of the New Credit Facilities from guaranteeing the obligations or as to which guaranteeing the obligations would require

⁹  To the extent the Restructuring is implemented through an Intercompany Sale, all references herein to Holdings shall be deemed deleted.

Annex A-1

governmental, regulatory or accrediting body consent, approval, license or authorization (including any subsidiary that directly owns or operates a school and as such is restricted by applicable law or accreditation requirements from guaranteeing the obligations) (in each case, only for so long as such consent, approval, license or authorization is not obtained), (b) any subsidiary that is a direct or indirect subsidiary of a foreign subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code (a “CFC”), (c) any subsidiary that, for U.S. federal income tax purposes, owns no material assets other than equity interests of one or more direct or indirect foreign subsidiaries that are CFCs and (d) any subsidiary as to which the burden or cost of obtaining a guarantee outweighs the benefit to the New Lenders (as reasonably determined by the Administrative Agent (as defined below) and the Borrower), including any inactive subsidiary having less than $100,000 of assets, provided that the aggregate amount of assets of all such inactive subsidiaries shall not exceed $1,000,000 at any given time.

Credit Facilities:

(i)     First lien senior secured revolving credit facility (the “New Revolving Facility”) in an aggregate principal amount of $150 million + $107.593 million of Existing LCs, denominated in US Dollars (the loans thereunder the “New Revolving Loans” (and together with letters of credit thereunder, the “New Revolving Credits”) and the lenders thereunder the “New Revolving Lenders”); (ii)    First lien senior secured tranche A term loan facility (the “TLA Facility”), consisting of a $150 million US Dollar denominated term loan (the “Tranche A Term Loans” and the lenders thereunder the “TLA Lenders”); and (iii)  First lien senior secured tranche B term loan facility (the “TLB Facility”), consisting of a $250 million US Dollar denominated term loan (the “Tranche B Term Loans” and the lenders thereunder the “TLB Lenders”); provided that in the event any letters of credit issued or deemed issued under the New Credit Facility are drawn and are not reimbursed, Tranche B Term Loans in an amount equal to the amount drawn on any such letters of credit shall be automatically converted to Tranche A Term Loans; provided further (x) to the extent such letters of credit are subsequently reimbursed, such converted Tranche A Term Loans shall revert to Tranche B Term Loans and (y) the aggregate amount of any Tranche B Term Loans converted into Tranche A Term Loans pursuant to this provision shall not at any time exceed $107.5 million.

Annex A-2

	The New Revolving Credits, together with the Tranche A Term Loans, are referred to herein as the “Priority Obligations”. The New Revolving Loans, Tranche A Term Loans and Tranche B Term Loans are referred to herein as the “New Loans”. The New Revolving Facility, the TLA Facility and the TLB Facility are collectively referred to herein as the “New Credit Facilities”. The TLA Lenders and the TLB Lenders are collectively referred to herein as the “New Term Lenders” and the New Term Lenders and the New Revolving Lenders are collectively referred to herein as the “New Lenders”.
Priority:	Other than with respect to cash collateral segregated for the benefit of the New Revolving Facility, as described below, the definitive documents in respect of the New Credit Facilities shall provide that, upon the occurrence and continuation of an Event of Default, proceeds of collateral shall be applied to repay the New Revolving Loans and Tranche A Term Loans (and cash collateralize letters of credit) ratably before such proceeds shall be applied to repay the Tranche B Term Loans and Hedging/Cash Management Arrangements ratably (the “Collateral Proceeds Waterfall”).
Letters of Credit:	At the Borrower’s option, an amount of the New Revolving Facility up to the LC Sublimit will be available for the issuance of letters of credit by New Revolving Lenders acceptable to the Borrower with the consent of the Administrative Agent and each such New Revolving Lender (such consent not to be unreasonably withheld or delayed) (each an “Issuing Bank”); provided however, any Existing LCs that are terminated (and not immediately replaced) or reduced shall reduce letter of credit availability by the amount so terminated or reduced and any excess cash collateral for such terminated or reduced amounts shall be returned to the Borrower for liquidity purposes.
Maturities:	(i)     New Revolving Facility: March 31, 2019 (ii)    TLA Facility: July 2, 2020 (iii)  TLB Facility: July 2, 2020 Eachdate above is referred to herein as a “Maturity Date”.
Interest Rates:	All amounts outstanding under the New Credit Facilities will bear interest, at the Borrower’s option, at a rate per annum equal to:

Annex A-3

	(i) with respect to the Tranche A Term Loans and New Revolving Loans: (a)    base rate plus 3.50% per annum; or (b)    LIBOR plus 4.50% per annum; and (ii) subject to section (iii), with respect to the Tranche B Term Loans: (a)    base rate plus 6.50% per annum; or (b)    LIBOR plus 7.50% per annum. LIBOR Floor of 1.00% in respect of all New Loans
	(iii) All interest with respect to the New Revolving Loans and Tranche A Term Loans will be paid in cash, (a) for loans accruing interest at a rate based on LIBOR, at the end of each interest period and, for interest periods of greater than 3 months, every three months and (b) for loans accruing interest based on the base rate, quarterly. With respect to Tranche B Term Loans, the component of interest equal to LIBOR (subject to the LIBOR Floor) plus 1.0% per annum or base rate, as applicable will be paid in cash. At the Borrower’s election, the remaining interest in respect of Tranche B Term Loans shall be paid in cash or capitalized and treated for all purposes as outstanding principal amount thereof, (a) for loans accruing interest at a rate based on LIBOR, at the end of each interest period and, for interest periods of greater than 3 months, every three months and (b) for loans accruing interest based on the base rate, quarterly; provided, however, that (i) interest in respect of the Tranche B Term Loans will be payable entirely in cash from and after the first interest payment date that is 2 years after the closing date of the New Credit Facilities and (ii) all accrued and uncapitalized interest in respect of the Tranche B Term Loans due and payable on the applicable Maturity Date and on each date of prepayment with respect to the amount of principal prepaid shall be paid in cash.
Commitment Fee:	(i) 0.375% per annum on the daily average undrawn portion of the New Revolving Facility (reduced by the face amount of letters of credit issued and outstanding thereunder, including the Existing LCs) will accrue from the closing date of the New Credit Facilities and be payable in cash quarterly in arrears ratably to the lenders under the New Revolving Facility (with exceptions for defaulting lenders under the New Revolving Facility) and (ii) a one-time fee in the aggregate amount of $2.4 million payable ratably to the lenders under the New Revolving Facility on September 30, 2014.

Annex A-4

Letter of Credit Fee:	A per annum fee equal to 4.50% under the New Revolving Facility will accrue for the account of New Revolving Lenders (other than defaulting lenders under the New Revolving Facility) on the aggregate face amount of outstanding letters of credit thereunder payable in cash, at the end of each quarter and upon the termination of the respective letter of credit, in each case for the actual number of days elapsed over a 360-day year. In addition, the Borrower shall pay in cash to each Issuing Bank, for its own account, customary issuance and administration fees and a fronting fee equal to 0.125% per annum on the face amount of each letter of credit.
Amortization:	No amortization will be required with respect to the New Loans.
Voluntary Prepayments and Commitment Reductions:	Voluntary reductions of the unutilized portion of the New Revolving Facility commitments and voluntary prepayments of New Revolving Loans will be permitted at any time, in minimum principal amounts of $1,000,000 or in integral multiples of $500,000 in excess thereof, without premium or penalty. The Borrower may make voluntary prepayments of the Tranche A Term Loans and Tranche B Term Loans, in each case, in whole or in part at any time, in minimum amounts of $1,000,000 or in integral multiples of $500,000 excess thereof, without premium or penalty. Any voluntary permanent reduction of the New Revolving Facility commitments shall be accompanied by a ratable prepayment of the principal amount of Tranche A Term Loans, and vice versa. No voluntary prepayments of Tranche B Term Loans shall be permitted until the New Revolving Loans and Tranche A Term Loans have been paid in full and all letters of credit issued under the New Revolving Facility have been terminated or cash collateralized and thereafter any voluntary prepayment of Tranche B Term Loans shall be accompanied by the cash collateralization of the New Revolving Facility commitment in an amount equal to such payment (with no permanent reduction in such commitment unless so directed by the Borrower) until such New Revolving Facility commitment is fully cash collateralized.
Mandatory Prepayments and Commitment Reductions:	Substantially similar to the Existing Credit Agreement in respect of asset sales (in respect of any individual asset sale, in excess of $2.5 million and, in respect of all asset sales over the life of the New Credit Facilities, in excess of $10 million in the aggregate), condemnation/insurance proceeds, issuance of debt and revolving facility usage in excess of commitments; provided that there will be no excess cash flow sweep for the Company’s fiscal year 2015.

Annex A-5

	Application of Proceeds: The proceeds of each mandatory prepayment (other than as required in connection with revolving facility usage exceeding New Revolving Facility commitments) (i) first, will be applied equally (i.e. on a dollar for dollar basis, with 50% of such aggregate amount being paid to the New Revolving Lenders and 50% of such aggregate amount being paid to the TLA Lenders) to the Priority Obligations, and with respect to the New Revolving Credits, with such proceeds first being applied to cash collateralize letters of credit (with such cash collateral to be held at a depositary institution that is a New Revolving Lender) and thereafter to reduce the New Revolving Facility commitment until such commitment equals $125 million, (ii) second, will be applied to repay the remainder of the Tranche A Term Loans in full and (iii) third, will be applied equally (i.e. on a dollar for dollar basis, with 50% of such aggregate amount being paid to the New Revolving Lenders and 50% of such aggregate amount being paid to the TLB Lenders) to Tranche B Term Loans and to cash collateralize the remaining $125 million New Revolving Facility commitment (with no permanent reduction in such commitment unless so directed by the Borrower).
Security:	Substantially all assets of Borrower and Guarantors, subject to substantially the same exceptions as set forth in the Existing Credit Agreement (and in any event to include all “Collateral” under and as defined in the Existing Credit Agreement).
Conditions to All Borrowings:	The making of each extension of credit under the New Revolving Facility shall be conditioned upon (a) delivery of a customary borrowing/issuance notice, (b) the accuracy of representations and warranties in all material respects, (c) the absence of defaults or events of default at the time of, and after giving effect to the making of, such extension of credit, (d) the absence of a Material Adverse Effect on the Company taken as a whole as determined by the Requisite Lenders (as defined below) (which condition will be deemed satisfied unless the Company shall have received a written notice from the Requisite Lenders to the contrary) and (e) the absence of a regulatory fine, penalty, judgment, settlement, etc. in an amount in excess of $300 million that is not subject to appeal, covered by insurance or bonded.
Documentation Principles:	The definitive documentation with respect to the New Credit Facilities, including the new Credit and Guaranty Agreement (the “New Credit Agreement”), will, except as explicitly provided herein,

Annex A-6

	contain only those mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default, in each case, as contained in the Existing Credit Agreement, with changes and modifications (x) that reflect the terms of this term sheet or (y) to be negotiated in good faith in connection with and in light of the Restructuring and the passage of time and development of the business of Borrower and its Subsidiaries since the date of the Existing Credit Agreement.
Representations and Warranties:	Substantially similar to the Existing Credit Agreement, with the following changes, and others, if any, to be mutually agreed: •       all schedules will be updated as of Restructuring Effective Date; •       Material Adverse Effect (as defined below) qualifiers will be formulated substantially as follows: “except as would not reasonably be expected to have a Material Adverse Effect”; •       MAE representation (i.e., Section 4.5(b) of the Existing Credit Agreement) will be made by reference to the Restructuring Effective Date and will exclude any event, development or circumstance in connection with, arising from or related to the adoption and enforcement of gainful employment regulations or from the settlement of disclosed litigation; •       Non-contravention with law / order of governmental authority representation (i.e., Sections 4.2(b)(ii) and 4.2(c) of the Existing Credit Agreement) will be Material Adverse Effect qualified as concerns the Restructuring; •       References to pro forma financial statements will be deleted from financial statements representation (i.e., Section 4.5(a)(ii) of the Existing Credit Agreement); •       No litigation representation (i.e., Section 4.6 of the Existing Credit Agreement) will be subject to a schedule to include litigation and proceedings known as of the Restructuring Effective Date and the words “or contemplated” will be deleted; and •       Customary representations with respect to FCPA, OFAC and compliance with anti-terrorism laws to be added.
Affirmative Covenants:	Substantially similar to the Existing Credit Agreement, subject to usual and customary exceptions and qualifications to be mutually agreed upon in good faith and consistent with the Documentation Principles.

Annex A-7

Negative Covenants:	Substantially similar to the Existing Credit Agreement, subject to usual and customary exceptions, qualifications and “baskets” to be mutually agreed upon in good faith and consistent with the Documentation Principles, it being agreed that (i) the interest rate protection covenant (i.e., Section 6.16 of the Existing Credit Agreement) will be deleted and (ii) the debt and lien covenants shall permit the incurrence of up to $25 million of incremental revolving, term loan or other indebtedness (whether under the New Credit Agreement or pursuant to a new facility (subject to customary intercreditor arrangements and provided that the terms of such facility do not conflict with the terms of the New Credit Agreement) and treating for this purpose any additional revolving commitments as being fully drawn when committed) (“Incremental Indebtedness”) on a pari passu basis with the Priority Obligations (both on a lien and claim basis), provided (a) the Revolving Lenders and TLA Lender shall have a ratable right of first refusal with respect to providing such Incremental Indebtedness and (b) the proceeds of such indebtedness shall not be used to repay the Tranche B Term Loans or any other junior indebtedness.
Financial Covenants:	None.
Events of Default:	Substantially similar to the Existing Credit Agreement, with the following changes: each of the bankruptcy (i.e., Section 8.1(f) of the Existing Credit Agreement), inability to pay debts (i.e., Section 8.1(g) of the Existing Credit Agreement) and judgment (i.e., Section 8.1(h) of the Existing Credit Agreement) defaults will only apply with respect to a Material Company (as defined below). “Material Company” means (i) the Borrower, (ii) any Guarantor or (iii) any subsidiary of the Borrower that, together with its subsidiaries, has (x) EBITDA or (y) total assets representing, respectively, 2.0% or more of consolidated EBITDA or consolidated total assets, determined based on the most recently delivered audited financial statements of the Parent (it being understood that if the aggregate EBITDA and aggregate total assets of all non-Material Companies so determined shall exceed 5.0% of consolidated EBITDA or consolidated total assets, the Borrower shall designate one or more of such non-Non Material Companies as Material Companies in order to eliminate such excess).
Exercise of Remedies:	Substantially similar to the Existing Credit Agreement, with the following changes: upon the occurrence and continuance of (i) a payment default on the New Revolving Credit after the expiration of any cure period, (ii) an event of default under the New Credit

Annex A-8

Agreement as a result of a cross-acceleration of other indebtedness of the Company in excess of $50 million in aggregate amount, (iii) the maturity date of the New Revolving Credits or (iv) a bankruptcy, if the Requisite Lenders (as defined below) have not commenced the exercise of remedies under the Credit Agreement within 15 days with respect to clause (i), 90 days with respect to clause (ii) and the Business Day following the maturity date or bankruptcy, as applicable, with respect to clause (iii) or clause (iv), the Majority Revolving Lenders (as defined below) may commence the exercise of remedies with respect thereto until such time as such event is cured or the Requisite Lenders commence the exercise of remedies with respect thereto.

Voting:

Substantially similar to the Existing Credit Agreement (including existing provisions requiring the consent of each lender, or each affected lender, thereunder), with the following changes: •       the written consent of the Supermajority Lenders shall be required to (i) amend or waive the ratable sharing provision (i.e., Section 2.17 of the Existing Credit Agreement, which shall be amended as necessary to conform to the other provisions of this term sheet), (ii) amend the Collateral Proceeds Waterfall or any other provision related to payment priority, pro rata sharing or related definitions, (iii) amend or waive the application of voluntary or mandatory prepayments provisions and (iv) amend or waive the following negative covenants: •       Indebtedness; provided that, (i) the incurrence of any Incremental Indebtedness shall not require any Lender consent and (ii) up to an additional $25 million of Priority Obligations (treating for this purpose any additional New Revolving Facility commitments as being fully drawn when committed), or other indebtedness pari passu therewith, shall only require the consent of Requisite Lenders, in each case, conditioned on the proceeds of such Indebtedness being used by the Company for general corporate or working capital purposes other than to repay the Tranche B Term Loans or any other junior indebtedness (which additional obligations shall constitute New Revolving Loans or Tranche A Term Loans, as applicable, for purposes of calculating Supermajority Lenders, to the extent issued under the New Credit Agreement); •       Restricted Payments: provided that cash dividends on the Preferred A-1 shall be permitted as set forth on Annex B of the RSA;

Annex A-9

•       Investments;

•       Transactions with Affiliates; provided that, any holder of New Preferred or New Loans shall not constitute an Affiliate; and

•       Change of Control Event of Default (other than any change of control contemplated by, or in connection with, the RSA).

•       the written consent of the Majority Revolving Lenders shall be required to amend or waive any condition to the extension of credit under the New Revolving Facility;

•       unanimous consent of the New Lenders shall be required to amend the definitions of Supermajority Lenders, Majority Revolving Lenders and Requisite Lenders; and

•       the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement the loan documentation to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any New Lender or Issuing Bank.

“Supermajority Lenders” means New Lenders holding (i) until the Tranche A Term Loans are paid in full, at least 66 ²⁄₃ of the Tranche A Term Loans and 66 ²⁄₃ of the New Revolving Facility commitments and (ii) after the Tranche A Term Loans are paid in full, at least 66 ²⁄₃ of the New Revolving Facility commitments and a majority of the Tranche B Term Loans.

“Majority Revolving Lenders” means New Lenders holding at least a majority of the New Revolving Facility commitments.

“Requisite Lenders” means New Lenders holding a majority of the New Term Loans and New Revolving Facility commitments; provided that to the extent an undrawn letter of credit issued under the New Revolving Facility is cash collateralized, such amount held by New Revolving Lenders shall not be counted toward such threshold.

Annex A-10

Annex B

Preferred A-1 Term Sheet

Dividends	Payable quarterly at the discretion of the board of directors of Parent (the “Parent Board”) out of funds legally available therefore, if any, in cash at a rate of 7.50% per annum, when, as and if so declared (provided, that no dividends shall be payable during and for so long as any interest on any of the New Credit Facilities is being capitalized or otherwise “paid in kind”).
Liquidation Preference	The liquidation preference shall initially be $200 million (the “Initial A-1 Liquidation Preference”) and will accrue daily at 7.50% per annum, so long as no cash dividends are paid; if the Parent pays some or all accrued or current dividends in cash, the dividend and/or accrued Liquidation Preference will be reduced by the amount paid in cash (the accrued liquidation preference, after giving effect to any such payments, the “Accrued A-1 Liquidation Preference”). The Accrued A-1 Liquidation Preference will be payable upon liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”) or a sale of the Company (a “Company Sale”), provided that such Liquidation Event or Company Sale occurs prior to the conversion of the Preferred A-1 to common stock.
Conversion	The Preferred A-1 will be convertible, in whole or in part, at any time or from time to time, at the option of the holder thereof, into common stock of Parent at a rate (the “A-1 Conversion Price”) of Initial A-1 Liquidation Preference per common share that is subject to customary adjustments/anti-dilution protections; provided that, no holder will be permitted to convert (i) prior to Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control and due authorization of the common stock into which the New Preferred converts or (ii) to the extent such conversion would result in the ownership of over 24.99% of the outstanding common shares of Parent. Upon conversion, any accrued dividends will be extinguished and will not convert into equity of Parent or otherwise remain an obligation of the Company. The initial A-1 Conversion Price will be set such that the aggregate Preferred A-1 is convertible into approximately10 20% of the total common stock of Parent, subject to dilution for the MIP and the New Warrants.
Mandatory Redemption	Parent shall have the option to redeem, in whole or in part, at any time and form time to time on not fewer than ten business days’ notice, the Preferred A-1 for an amount in cash equal to the Accrued A-1 Liquidation Preference then in effect; provided, the holders of the Preferred A-1 may elect to convert as set forth above rather than be redeemed.

¹⁰  Pending determination of full swap participation.

Annex B-1

Voting	The Preferred A-1 will be non-voting.
Covenants	•       Holders of the Preferred A-1 will be entitled to receive quarterly/annual financial statements and other customary information to be agreed. •       Holders of a to be agreed upon percentage or more of the Initial A-1 Liquidation Preference shall, upon executing a customary non-disclosure agreement with Parent, be permitted to examine Parent’s corporate, financial and operating records and discuss its affairs, finances and accounts with its management, all at reasonable times during normal business hours upon reasonable advance notice; provided, that no such holder (or its transferee) shall be permitted to exercise such rights more than two (2) times during any calendar year. •       Prohibition on Parent’s amending its governing documents in a manner that would materially adversely impact the rights of the holders of the Preferred A-1. •       Certificate of designation for the Preferred A-1 will include covenants limiting Parent’s and its subsidiaries’ ability to incur indebtedness, make restricted payments, make acquisitions or investments in joint venture, enter into affiliate transaction or incur capital expenditures, all on terms substantially similar to (but no more restrictive than) the terms of such covenants as they appear in the New Credit Agreement, and the breach of which would entitle the holder to assert contractual remedies against Parent (including seeking injunctive relief). •       Parent shall agree to commence and diligently pursue (and shall agree to engage a nationally recognized investment bank for such purpose) a sales process if requisite approval from the Applicable Regulators for the Change of Control has not been obtained by June 30, 2015 (and shall cause such investment bank to deliver a fairness opinion with respect to any transaction Parent seeks to consummate as a result of such sales process).
Board Observer Rights	Each person or group of persons holding New Preferred Stock with liquidation preference in excess of 30% of the sum of the Accrued A-1 Liquidation Preference of the Preferred A-1, the Accrued A-2 Liquidation Preference (as defined below) and the Accrued B Liquidation Preference (as defined below) shall have the right to appoint one (1) observer to the Parent Board (each a “Board Observer”). Each Board Observer shall, subject to executing a customary non-disclosure agreement with Parent, be entitled to attend Parent Board meetings (it being understood that Board Observers shall not be entitled to vote as a member of the Parent Board) and have his or her reasonable expenses of participating in Parent Board meetings reimbursed by the Company.

Annex B-2

Ranking The Accrued A-1 Liquidation Preference will be pari passu with the Initial A-2 Liquidation Preference and the Initial B Liquidation Preference upon the occurrence of a Liquidation Event.

Annex B-3

Annex C

Preferred A-2 Term Sheet

Dividends	None.
Liquidation Preference	The liquidation preference shall initially be $[Z] (the “Initial A-2 Liquidation Preference”) and will accrue annually at 20% per annum (the accrued liquidation preference, the “Accrued A-2 Liquidation Preference”). The Accrued A-2 Liquidation Preference will be payable upon a Liquidation Event, but not on a Company Sale, provided that such Liquidation Event occurs prior to the conversion of the Preferred A-2 to common stock. In the event of a Company Sale prior to the conversion of the Preferred A-2 to common stock, the Accrued A-2 Liquidation Preference will be reduced or increased, as the case may be, to the amount that the holders thereof would have received in such Company Sale had the Preferred A-2 been converted to common stock immediately prior to such Company Sale, and such amount shall become payable upon such Company Sale.
Conversion	The Preferred A-2 will be mandatorily convertible, in whole, into common stock of Parent at a rate (the “A-2 Conversion Price”) of Initial A-2 Liquidation Preference per common share that is subject to customary adjustments/anti-dilution protections upon (i) Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control and (ii) due authorization of the common stock into which the New Preferred converts. Upon conversion, any accrued liquidation preference will be extinguished and will not convert into equity of Parent or otherwise remain an obligation of the Company. The initial A-2 Conversion Price will be set such that the aggregate Preferred A-2 is convertible into approximately11 57% of the total common stock of Parent, subject to dilution for the MIP and the New Warrants.
Voting	The Preferred A-2 will be non-voting.
Covenants	•       Holders of the Preferred A-2 will be entitled to receive quarterly/annual financial statements and other customary information to be agreed. •       Holders of a to be agreed upon percentage or more of the Initial A-2 Liquidation Preference shall, upon executing a customary non-disclosure agreement with Parent, be permitted to examine Parent’s corporate, financial and operating records and discuss its affairs, finances and accounts with its management, all at reasonable times

¹¹  Pending determination of full swap participation.

Annex C-1

	during normal business hours upon reasonable advance notice; provided, that no such holder (or its transferee) shall be permitted to exercise such rights more than two (2) times during any calendar year. •       Prohibition on Parent’s amending its governing documents in a manner that would materially adversely impact the rights of the holders of the Preferred A-2. •       Certificate of designation for the Preferred A-2 will include covenants limiting Parent’s and its subsidiaries’ ability to incur indebtedness, make restricted payments, make acquisitions or investments in joint ventures, enter into affiliate transaction or incur capital expenditures, all on terms substantially similar to (but no more restrictive than) the terms of such covenants as they appear in the New Credit Agreement, and the breach of which would entitle the holder to assert contractual remedies against Parent (including seeking injunctive relief). •       Parent shall agree to commence and diligently pursue (and shall agree to engage a nationally recognized investment bank for such purpose) a sales process if requisite approval from the Applicable Regulators for the Change of Control has not been obtained by June 30, 2015 (and shall cause such investment bank to deliver a fairness opinion with respect to any transaction Parent seeks to consummate as a result of such sales process).
Board Observer Rights	Each person or group of persons holding New Preferred Stock with liquidation preference in excess of 30% of the sum of the Accrued A-1 Liquidation Preference, the Accrued A-2 Liquidation Preference and the Accrued B Liquidation Preference shall have the right to appoint one (1) Board Observer. Each Board Observer shall, subject to executing a customary non-disclosure agreement with Parent, be entitled to attend Parent Board meetings (it being understood that Board Observers shall not be entitled to vote as a member of the Parent Board) and have his or her reasonable expenses of participating in Parent Board meetings reimbursed by the Company.
Ranking	The Initial A-2 Liquidation Preference will be pari passu with the Accrued A-1 Liquidation Preference and the Initial B Liquidation Preference upon the occurrence of a Liquidation Event.

Annex C-2

Annex D

Preferred B Term Sheet

Dividends	None.
Liquidation Preference	The liquidation preference shall initially be approximately $219 million1 (the “Initial B Liquidation Preference”) and will accrue annually at 20% per annum (the accrued liquidation preference, after giving effect to any such payments, the “Accrued B Liquidation Preference”). The Accrued B Liquidation Preference will be payable upon a Liquidation Event, but not on a Company Sale, provided that such Liquidation Event occurs prior to the conversion of the Preferred B to common stock. In the event of a Company Sale prior to the conversion of the Preferred B to common stock, the Accrued B Liquidation Preference will be reduced or increased, as the case may be, to the amount that the holders thereof would have received in such Company Sale had the Preferred B been converted to common stock immediately prior to such Company Sale, and such amount shall become payable upon such Company Sale.
Conversion	The Preferred B will be mandatorily convertible, in whole, into common stock of Parent at a rate (the “B Conversion Price”) of Initial B Liquidation Preference per share of common stock that is subject to customary adjustments/anti-dilution protections upon (i) Parent’s obtaining requisite approval from the Applicable Regulators for the Change of Control and (ii) due authorization of the common stock into which the New Preferred converts. Upon conversion, any accrued liquidation preference will be extinguished and will not convert into equity of Parent or otherwise remain an obligation of the Company. The initial B Conversion Price will be set such that the aggregate Preferred B is convertible into approximately2 19% of the total common stock of Parent, subject to dilution for the MIP and the New Warrants.
Voting	The Preferred B will be non-voting.
Covenants	•       Holders of the Preferred B will be entitled to receive quarterly/annual financial statements and other customary information to be agreed. •       Holders of a to be agreed upon percentage or more of the Initial B Liquidation Preference shall, upon executing a customary non-disclosure agreement with Parent, be permitted to examine Parent’s

¹  Assuming unanimous consent, the amount will be equal to the principal amount of Notes as of today, plus accrued interest through September 30, 2014, to the extent not paid in cash prior to the Restructuring Effective Date.

²  Pending determination of full swap participation.

Annex D-1

	corporate, financial and operating records and discuss its affairs, finances and accounts with its management, all at such reasonable times during normal business hours upon reasonable advance notice; provided, that no such holder (or its transferee) shall be permitted to exercise such rights more than two (2) times during any calendar year. •       Prohibition on Parent’s amending its governing documents in a manner that would materially adversely impact the rights of the holders of the Preferred B. •       Certificate of designation for the Preferred B will include covenants limiting Parent’s and its subsidiaries’ ability to incur indebtedness, make restricted payments, make acquisitions or investments in joint ventures, enter into affiliate transaction or incur capital expenditures, all on terms substantially similar to (but no more restrictive than) the terms of such covenants as they appear in the New Credit Agreement, and the breach of which would entitle the holder to assert contractual remedies against Parent (including seeking injunctive relief). •       Parent shall agree to commence and diligently pursue (and shall agree to engage a nationally recognized investment bank for such purpose) a sales process if requisite approval from the Applicable Regulators for the Change of Control has not been obtained by June 30, 2015 (and shall cause such investment bank to deliver a fairness opinion with respect to any transaction Parent seeks to consummate as a result of such sales process).
Board Observer Rights	Each person or group of persons holding New Preferred Stock with liquidation preference in excess of 30% of the sum of the Accrued A-1 Liquidation Preference, the Accrued A-2 Liquidation Preference and the Accrued B Liquidation Preference shall have the right to appoint one (1) Board Observer. Each Board Observer shall, subject to executing a customary non-disclosure agreement with Parent, be entitled to attend Parent Board meetings (it being understood that Board Observers shall not be entitled to vote as a member of the Parent Board) and have his or her reasonable expenses of participating in Parent Board meetings reimbursed by the Company.
Ranking	The Initial B Liquidation Preference will be pari passu with the Accrued A-1 Liquidation Preference and the Initial A-2 Liquidation Preference upon the occurrence of a Liquidation Event.

Annex D-2

Exhibit B

Transfer Agreement

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement (the “Agreement”), dated as of September 4, 2014, by and among the Companies, the Consenting Creditors and the Consenting Shareholders, including the transferor to the Transferee (the “Transferor”) of any (A) Revolving Exposure, (B) Tranche C-2 Term Loan Exposure, (C) Tranche C-3 Term Loan Exposure, (D) Swap Exposure (together with the foregoing sub-clauses (A) through (C), the “Credit Agreement Claims”), (E) Cash Pay/PIK Notes, (F) PIK Notes (together with the foregoing sub-clauses (A) through (E), the “Subject Claims”) and (G) equity interests in Parent (the “Subject Interests”), and agrees to assume, be bound by and timely perform all of the terms and provisions of the Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) to the extent Transferor was thereby bound, and shall hereafter be deemed to have all of the rights and obligations of, and to be, a Consenting Revolving Lender (in the case of transfers of Revolving Exposure), Consenting Term Lender (in the case of transfers of Tranche C-2 Term Loan Exposure or Tranche C-3 Term Loan Exposure), Consenting Creditor (in the case of transfers of Swap Exposure), Consenting Noteholder (in the case of transfers of Notes) or Consenting Shareholder (in the case of transfers of equity interests in Parent), as applicable, for all purposes under the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement, a copy of which, together with the Term Sheet (as defined in the Agreement), is attached hereto as Exhibit A.

With respect to all Subject Claims and Subject Interests held by the Transferee, and all related rights and causes of action arising out of or in connection with or otherwise relating to such Subject Claims and Subject Interests, the Transferee hereby makes all of the representations and warranties of a Restructuring Support Party (as applicable) as set forth in the Agreement, including, without limitation, the representations and warranties set forth in Sections 5 and 6 of the Agreement, as applicable.

The Transferee specifically agrees (i) to be bound by the terms and conditions of all documents governing the Subject Claims and Subject Interests transferred to it by Transferor, as applicable, and the Agreement and (ii) to be bound by the vote of the Transferor if cast prior to the effectiveness of the Transfer of any Subject Claim and/or Subject Interest.

Date: Executed:                     , 2014

Print name of Transferee

Name: 

Title: 

Address: 

Attention: 

Telephone: 

Facsimile: 

Subject Claims Transferred

Claim	Amount
Revolving Exposure1	$
Tranche C-2 Term Loan Exposure2	$
Tranche C-3 Term Loan Exposure2	$
Swap Exposure3	$
Cash Pay/PIK Notes2	$
PIK Notes2	$

Subject Interests Transferred

Equity Interests in Education Management Corporation (Number of shares)

¹ Prior to the termination of a Lender’s Revolving Commitment (as defined in the Credit Agreement), Revolving Exposure means such Lender’s Revolving Commitment.

² Prior to the termination of a Lender’s Revolving Commitment (as defined in the Credit Agreement), Revolving Exposure means such Lender’s Revolving Commitment.

³ Swap Exposure for a given swap is equal to the Swap Termination Value (as defined in the Credit Agreement) in respect of such swap.

Exhibit C

Additional Indemnification Terms

INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of September 4, 2014, by and between each of the Lenders party to the Restructuring Support Agreement (as defined herein) (collectively hereinafter referred to as the “Consenting Lenders”), and U.S. Bank National Association, as Administrative Agent and Collateral Agent (collectively, in such capacities, the “Agent”) under the Credit Agreement (as defined herein).

All capitalized terms used but not defined herein shall have the meanings given to them in that certain Second Amended and Restated Credit Agreement, dated as of February 13, 2007, as amended and restated as of December 7, 2010, by and among Education Management LLC (the “Company”), U.S. Bank National Association, as Administrative Agent on behalf of the Lenders described therein (as successor to BNP Paribas) and as Collateral Agent on behalf of the Secured Parties described therein (as successor to BNP Paribas), each of the other Credit Parties described therein and the Lenders party thereto from time to time (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Preliminary Statements:

A. Under the Credit Agreement, the Consenting Lenders constitute the Requisite Lenders;

B. The Consenting Lenders are parties to that certain Restructuring Support Agreement, dated as of the date hereof (as may be amended, supplemented, amended and restated, replaced or otherwise modified from time to time, the “Restructuring Support Agreement”) with the Company and affiliates of the Company;

C. Pursuant to Section 4.01(c) of the Restructuring Support Agreement and the provisions of Section 9.3(b) of the Credit Agreement, and exercising their rights under the Credit Agreement as Requisite Lenders, the Consenting Lenders:

(i) have authorized and directed the Agent (the “Initial Direction”), among other things, to enter into, perform and take actions (or not take action) consistent with the Restructuring Support Agreement; and

(ii) may provide to the Agent, from time to time, certain additional directions with respect to the foregoing to exercise (or not to exercise) certain rights and remedies which the Agent now has or may hereafter have under the Credit Agreement or at law or in equity, as may be given at any time by the Consenting Lenders pursuant to the Credit Agreement and Section 4.05 of the Restructuring Support Agreement, as directed in writing (including electronic mail) by the Consenting Lenders or their authorized representative (the “Additional Directions”), which Additional Directions may be given orally or in writing by the Consenting Lenders or their authorized representative in accordance with the Credit Agreement and Section 4.05(c) of the Restructuring Support

Agreement; provided, that it is mutually understood that the Agent may refuse to follow any direction from or take any action advised by the Consenting Lenders or their authorized representative that, in its opinion or the opinion of its counsel, may expose the Agent or any of its Affiliates to liability or that is contrary to any Credit Document, court order or applicable law, including for the avoidance of doubt, any Debtor Relief Law (the Initial Direction and the Additional Directions, together with any such additional directions which the Consenting Lenders may hereafter deliver to the Agent from time to time in accordance with the Credit Agreement and Section 4.05(c) of the Restructuring Support Agreement, are hereinafter sometimes referred to collectively as the “Restructuring Directions”); and

D. In accordance with the provisions of Section 9.6 of the Credit Agreement, and as a condition precedent to the Agent complying with such Restructuring Directions, the Agent has requested that the Consenting Lenders enter into this Agreement;

NOW, THEREFORE, in order to induce the Agent to comply with such Restructuring Directions, and in consideration thereof, and in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consenting Lenders and Agent hereby agree as follows:

1. Representations, Warranties and Certifications. Each Consenting Lender hereby represents, warrants and certifies to the Agent that (i) it is a Lender under the Credit Agreement and currently holds the outstanding percentage of Loans and Commitments set forth below its signature to the Restructuring Support Agreement; (ii) it is duly organized, validly existing and in good standing under the laws of the state or country of its formation, and has the power and authority, and the legal right, to enter into this Agreement and to perform all of its obligations hereunder; (iii) this Agreement has been executed and delivered by a duly authorized officer or director of such Consenting Lender; and (iv) this Agreement constitutes a legal, valid and binding obligation of such Consenting Lender, enforceable against such Consenting Lender, in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)

2. Reimbursement, Compensation and Indemnification.

2.1 Indemnity. Subject to the limitations set forth in this Section 2.1 and in Section 2.2 below, each Consenting Lender, in proportion to (and in an amount that shall not exceed) its Consenting Lender Pro Rata Share (as defined below) (as determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the affected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto), does hereby irrevocably, unconditionally agree to pay, reimburse and be liable to the Agent and its officers, directors, employees, agents, advisors, successors, and assigns (collectively, the “Indemnified Persons” and each, an “Indemnified Person”), on demand for, and to indemnify and hold harmless each such Indemnified Person from and against, any and all losses, liabilities, judgments,

claims, causes of actions, damages (including consequential damages or any punitive damages payable to any third party or the Consenting Lenders, but excluding any consequential damages in the form of lost profits of any Indemnified Person), costs (including court costs), expenses, fees (including reasonable legal fees, costs and expenses (including counsel fees and disbursements, including those incurred on appeal, post-trial or in resolving the entitlement to or amount of an attorney’s fee award)), penalties, disbursements, and liabilities of any kind or character whatsoever, and whether brought by or involving any third party or the Consenting Lenders (collectively, “Losses”) which any such Indemnified Person now or hereafter incurs or otherwise sustains, and which in any way, directly or indirectly, arise out of, relate to, or concerns, any of the following matters (hereinafter referred to collectively as the “Indemnified Matters” and each singly as an “Indemnified Matter”):

(i) any Restructuring Directions (including, without limitation, (a) any action taken or not taken by the Agent or any other Indemnified Person in connection with the Restructuring Support Agreement or (b) any other action (or forbearance from other action) taken by the Agent or any of the other Indemnified Persons, in each case, whether pursuant to, in compliance with, as provided in, or otherwise in response to, any Restructuring Directions or any part thereof); or

(ii) any determination that the Agent or any other Indemnified Person breached its duties under the Credit Agreement or any of the other Credit Documents as a result of relying upon or complying with any Restructuring Directions or any part thereof; or

(iii) any enforcement by any Indemnified Person of this Agreement; or

(iv) any action taken or not taken by the Agent with respect to any matter as to which the Agent shall have requested, but not timely received, clarification, modification or supplementation of any Restructuring Directions; or

(v) any litigation, claims, causes of actions, arbitration or other proceeding or investigation relating to, arising out of, or in connection with, any Restructuring Directions;

provided, however, the foregoing indemnity (“Indemnity”) shall not apply to any Losses that are incurred by an Indemnified Person as a result of a final determination by a court of competent jurisdiction that is not subject to review on appeal that such Losses are the result of such Indemnified Person’s gross negligence, willful misconduct or bad faith, in each case after giving effect to all applicable exculpatory provisions, immunities, and protections available to such Indemnified Person under the Credit Agreement and the other Credit Documents (including, without limitation, those exculpatory provisions, immunities, and protections set forth in Sections 9.2, 9.3 and 9.6 of the Credit Agreement); and further provided, however, notwithstanding any other provision contained in this Agreement to the contrary, the Indemnity shall in all events include, but shall not be limited to, any Loss in any way arising out of, related to, or in connection with, directly or indirectly any allegation, claim, litigation, arbitration, other proceeding,

finding, inquiry or investigation concerning whether any aspect of the sale, liquidation or other disposition of any of the Collateral pursuant to the Restructuring Directions was not commercially reasonable (as such term is defined or used in Sections 9-610(b) and 9-627 of the UCC) or was not in compliance with the applicable provisions of the Credit Agreement or any of the other Credit Documents. Subject to Section 2.2 below, the Indemnity authorized herein shall be in addition to any other remedies, relief or indemnifications available to each Indemnified Person.

For purposes of this Section 2, “Consenting Lender Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Tranche C Term Loan Exposure, the Tranche C-2 Term Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of such Consenting Lender, by (B) an amount equal to the sum of the aggregate Tranche C Term Loan Exposure, the aggregate Tranche C-2 Term Loan Exposure, the aggregate Revolving Exposure and the aggregate New Term Loan Exposure of all Consenting Lenders. For the avoidance of ambiguity, the liability of each Consenting Lender shall be several, not joint, and shall not exceed its Consenting Lender Pro Rata Share.

2.2 Limitation on Indemnity. Anything in this Agreement to the contrary notwithstanding, the Indemnity authorized herein shall only be applicable and enforceable by an Indemnified Person against one or more Consenting Lenders to the extent that such Indemnified Person, (i) after having exhausted all rights and remedies against the Credit Parties pursuant to Sections 10.2 and 10.3 of the Credit Agreement, has not been reimbursed in full by the Credit Parties for its Losses and (ii) after having exhausted all rights and remedies against the Lenders pursuant to Section 9.6 of the Credit Agreement, has not been reimbursed in full by the Lenders for any remaining Losses.

2.3 Indemnified Persons - Limitation on Liability. The Consenting Lenders hereby agree for the benefit of the Indemnified Persons that none of the Indemnified Persons shall have any liability to the Consenting Lenders or any Person asserting claims on behalf of or in right of the Consenting Lenders arising out of or in connection with the Indemnified Matters, except to the extent that a final determination by a court of competent jurisdiction that is not subject to review on appeal determines that such Losses are the result of such Indemnified Person’s gross negligence, willful misconduct or bad faith in acting under, or performing the services that are the subject of, the Restructuring Directions.

2.4 Rights of Subrogation. To the extent that any Consenting Lender makes payment to any Indemnified Person under this Agreement, then such Consenting Lender shall become subrogated to the rights of the Agent under the Credit Agreement to obtain reimbursement from the Company therefore or from any money or property collected by the Agent to the extent such money or property is available for such use under the Credit Agreement.

3. Agent’s Duties and Rights. Each Consenting Lender acknowledges and agrees that nothing contained in this Agreement or in any Restructuring Direction shall alter the rights

and obligations of the Agent under the Credit Agreement and the other Credit Documents. The Agent hereby expressly reserves any rights and remedies that it may now or hereafter have under the Credit Agreement or any of the other Credit Documents or at law or in equity to seek such instruction or clarification from any court of competent jurisdiction as the Agent may deem necessary or otherwise appropriate in connection with, or in order to facilitate or effectuate, the Restructuring Directions in accordance with the applicable provisions of the Credit Agreement.

4. Miscellaneous.

4.1 Counterparts. This Agreement may be executed in any number of counterparts and each thereof shall be deemed to be an original; all such counterparts shall constitute but one and the same instrument.

4.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall, unless otherwise expressly provided herein, be in writing (including by facsimile or email transmission), and shall be deemed to have been duly given when delivered by hand, or when sent by facsimile transmission, answer back received, or when sent by email, on the date of transmission (provided that no “out of office” return message has been received), or on the first Business Day after delivery to any overnight delivery service, freight prepaid, or three (3) Business Days after being sent by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows, or to such other address as may be hereafter notified by the respective parties hereto:

(a) if to the Consenting Lenders, to (who will forward copies of such notices to the Consenting Lenders):

Milbank, Tweed, Hadley & McCloy LLP

601 South Figueroa Street

Los Angeles, CA 90017

Attention: Gregory A. Bray

Facsimile:

Telephone:

Email:

(b) If to the Agent, to:

U.S. Bank National Association, as Administrative Agent and Collateral Agent

300 Delaware Avenue, 9th Floor

Wilmington, DE 19801

Attention: James A. Hanley

Facsimile:

Telephone:

Email:

with a copy to (which shall not constitute notice):

Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway

New York, NY 10036

Attention: Bart Pisella

Facsimile:

Telephone:

Email:

4.3 No Waivers. The failure or delay of a party in exercising any right granted it hereunder shall not constitute a waiver of any such right, and any single or partial exercise of any particular right by such party shall not exhaust the same or constitute a waiver of any other right provided herein.

4.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Additional Lenders may become signatories of this Agreement by executing a counterpart hereto. The Indemnity shall continue notwithstanding a Consenting Lender ceasing to be a Lender unless (and to the extent) the obligations of such Consenting Lender hereunder (or portion thereof) are duly assigned to and assumed by another Lender in a writing, form and substance reasonably acceptable to the Agent as provided above.

4.5 Amendments. This Agreement may be amended or modified only in a written document signed by all of the parties hereto.

4.6 Interpretation of Agreement. Should any provision of this Agreement require interpretation or construction, it is agreed by the parties hereto that the court, administrative body, or other entity interpreting or construing this Agreement shall not apply a presumption that the provisions thereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agents prepared the same, it being agreed that all parties or their respective attorneys and agents have fully participated in the preparation of all provisions of this Agreement.

4.7 Governing Law; Consent to Jurisdiction; Service of Process. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. If any party hereto commences a suit, action or proceeding arising out of or relating to this Agreement, each of the parties irrevocably agrees that the United States District Court for the Southern District of New York shall have exclusive jurisdiction to hear and determine any such suit, action or proceeding and, for such purposes, irrevocably submits to the jurisdiction of such court. If the United States District Court for the Southern District of New York lacks federal subject matter jurisdiction with respect to any such suit, action or proceeding, each of the parties hereto irrevocably agrees that any state court sitting in the City of New York shall have exclusive jurisdiction to hear and determine any such suit,

action or proceeding and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Consenting Lenders and the Agent irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Agreement in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Consenting Lenders and the Agent agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Consenting Lenders and the Agent, as the case may be, and may be enforced in any court to the jurisdiction of which they are subject, by a suit upon judgment. The Consenting Lenders and the Agent waive service of process in New York and agree to be served by registered mail, return receipt requested, at their respective addresses, as set forth in Section 4.2 above.

4.8 Agent’s Execution. U.S. Bank National Association is entering into this Agreement solely in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement and not in its individual capacity. In entering into or taking action (or forbearing from action) under this Agreement, the Agent shall have the rights, immunities and other protections granted to it under the Credit Agreement.

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IN WITNESS WHEREOF, subject to the Consenting Lenders’ execution of the Restructuring Support Agreement (which execution also shall be deemed such Consenting Lenders’ execution of this Agreement), the undersigned has caused this Agreement to be executed as of the date first above written.

AGENT:

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Administrative Agent and Collateral Agent

By:

Name:

Title:

EX-10.2

Exhibit 10.2

EXECUTION COPY

This AMENDMENT AGREEMENT, dated as of September 5, 2014 (this “Amendment Agreement”), among EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (“Parent”), EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS party hereto (together with Parent, Company and Holdings, the “Credit Parties”), the LENDERS party hereto (the “Consenting Lenders” and any other Lenders, the “Non-Consenting Lenders”) and U.S. BANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, as successor to BNP Paribas, “Administrative Agent”) and as collateral agent (in such capacity, as successor to BNP Paribas, “Collateral Agent” and together with Administrative Agent, collectively, “Agents”).

W I T N E S S E T H:

WHEREAS, Company, Holdings, certain subsidiaries of Holdings, the Lenders and Agents are parties to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2007 and amended and restated as of December 7, 2010 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, Company, Holdings, certain subsidiaries of Holdings and Collateral Agent are also parties to that certain Pledge and Security Agreement, dated as of June 1, 2006 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Security Agreement” and as further amended by the Security Agreement Amendment (as defined below), the “Amended Security Agreement”);

WHEREAS, Company and the other Credit Parties have requested amendments to the Existing Credit Agreement (the “Credit Agreement Amendments”) pursuant to which, inter alia, (i) certain existing Revolving Lenders shall (A) extend the maturity date of their existing Revolving Commitments to July 2, 2015 and (B) convert their existing Revolving Loans to Extended Revolving Loans (as defined below), interest on which shall be payable in kind, (ii) certain existing Term Loan Lenders shall convert their existing Term Loans to PIK Term Loans (as defined below), interest on which shall be payable in kind, (iii) the Total Leverage Ratio and Interest Coverage Ratio covenants shall not apply to fiscal quarters up to and including the fiscal quarter ending June 30, 2015, (iv) Company’s breach of the RSA (as defined below) shall be an Event of Default and (v) Parent shall become a Guarantor under the Amended Credit Agreement (as defined below) and Grantor under the Amended Security Agreement;

WHEREAS, Company and the other Credit Parties have additionally requested an amendment to the Existing Security Agreement (the “Security Agreement Amendment” and together with the Credit Agreement Amendments, the “Amendments”) pursuant to which the payment “waterfall” set forth therein shall provide that Obligations owing to any Non-Consenting Lenders shall be paid only after satisfaction in full of Obligations owing to the Consenting Lenders;

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WHEREAS, the Consenting Lenders, constituting the Requisite Lenders under and as defined in the Existing Credit Agreement, have agreed to grant Company and the other Credit Parties’ request for the Amendments on the terms and subject to the conditions set forth herein;

WHEREAS, in order to effectuate the Credit Agreement Amendments, on the Amendment Agreement Effective Date (as defined below), inter alia, (i) the Existing Credit Agreement shall be amended and restated in the form attached hereto as Annex A, and (ii) the Revolving Commitments, Revolving Loans and Term Loans, as applicable, of the Consenting Lenders shall be converted as set forth in Section 3 and Section 4 hereof; and

WHEREAS, in order to effectuate the Security Agreement Amendment, the Existing Security Agreement shall be amended as set forth in Section 5 hereof.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Existing Credit Agreement.

2. Amendment and Restatement of the Existing Credit Agreement. Effective as of the Amendment Agreement Effective Date:

(a) The Existing Credit Agreement is hereby amended and restated in its entirety in the form of the Third Amended and Restated Credit and Guaranty Agreement set forth in Annex A hereto (such agreement, together with all appendices, schedules and exhibits thereto pursuant to Section 2(b) hereof, the “Amended Credit Agreement”). From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, refer to the Amended Credit Agreement, and the term “Credit Agreement”, as used in the other Credit Documents, shall mean the Amended Credit Agreement, as may be further amended, supplemented or otherwise modified from time to time. This Amendment Agreement shall constitute a “Credit Document” under the Amended Credit Agreement.

(b) Except as set forth herein, all of the appendices, schedules and exhibits of the Existing Credit Agreement hereby constitute all of the appendices, schedules and exhibits of the Amended Credit Agreement mutatis mutandis; provided, however, that (i) Appendices A-1, A-2 and B and Schedule 4.1 (Jurisdictions of Organization) are hereby amended and restated for the Amended Credit Agreement, as set forth in Annex B hereto, (ii) Schedule 4.6 (Litigation) and Exhibits B-6, B-7, B-8 and B-9 are hereby added to the Amended Credit Agreement as set forth in Annex C hereto and (iii) Exhibits B-1, B-2 and B-3 are hereby deleted from the Amended Credit Agreement.

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3. Conversion of Revolving Commitments, Loans and Letters of Credit of Consenting Lenders. On the Amendment Agreement Effective Date:

(a) Each Consenting Lender’s Revolving Commitment, if any, shall be converted into an “Extended Revolving Commitment” in an amount equal to such Consenting Lender’s Revolving Commitment immediately prior to such conversion (which such amount, if any, is set forth in such Consenting Lender’s signature page to this Amendment Agreement), and any Revolving Commitment not so converted shall remain outstanding and shall be re-designated as a “Non-Extended Revolving Commitment”. For the avoidance of doubt, an Extended Revolving Commitment shall include the obligation to acquire participations in Letters of Credit during the Extended Revolving Commitment Period (as defined in the Amended Credit Agreement).

(b) Each Consenting Lender’s outstanding Revolving Loans, if any, shall be converted into “Extended Revolving Loans” in a principal amount (by Type of Loan) equal to such Consenting Lender’s outstanding Revolving Loans immediately prior to such conversion, and any Revolving Loans not so converted shall remain outstanding and shall be re-designated as “Non-Extended Revolving Loans”. The initial Interest Period applicable to each Extended Revolving Loan that is a Eurodollar Rate Loan shall be the then-current Interest Period applicable to the Revolving Loan from which it is converted with no conversion into a different Interest Period, payment or prepayment of such Revolving Loan being deemed to have occurred solely due to this Amendment Agreement or the transactions described herein.

(c) Any Consenting Lender’s deemed purchase of a participation in or other obligations with respect to Letters of Credit outstanding immediately prior to the Amendment Agreement Effective Date and thereafter shall on the Amendment Agreement Effective Date and thereafter be attributable to such Consenting Lender’s Extended Revolving Commitment. For the avoidance of doubt, the obligation of Non-Consenting Lenders to purchase participations in or other obligations with respect to Letters of Credit and all other obligations of such Non-Consenting Lenders under the Existing Credit Agreement and each other Credit Document (as defined in the Existing Credit Agreement) as in effect immediately prior to the Amendment Agreement Effective Date shall remain in full force and effect on and after the Amendment Agreement Effective Date.

4. Conversion of Term Loans of Consenting Lenders. On the Amendment Agreement Effective Date:

(a) Each Consenting Lender’s Tranche C-2 Term Loans, if any, shall be converted into “Tranche C-2 PIK Term Loans” in a principal amount (by Type of Loan) equal to such Consenting Lender’s Tranche C-2 Term Loans immediately prior to such conversion (which such amount, if any, is set forth in such Consenting Lender’s signature page to this Amendment Agreement), and any Tranche C-2 Term Loans not so converted shall be re-designated as “Tranche C-2 Cash Pay Term Loans”. The initial Interest Period applicable to each Tranche C-2 PIK Term Loan that is a Eurodollar Rate Loan shall be the then-current Interest Period applicable to the Tranche C-2 Term Loan from which it is converted with no conversion into a different Interest Period, payment or prepayment of such Tranche C-2 Term Loan being deemed to have occurred solely due to the Amendment Agreement or the transactions described herein.

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(b) Each Consenting Lender’s Tranche C-3 Term Loans (as defined in that certain Joinder Agreement, dated as of March 30, 2012), if any, shall be converted into “Tranche C-3 PIK Term Loans” (and together with the Tranche C-2 PIK Term Loans, the “PIK Term Loans”) in a principal amount (by Type of Loan) equal to such Consenting Lender’s Tranche C-3 Term Loans immediately prior to such conversion (which such amount, if any, is set forth in such Consenting Lender’s signature page to this Amendment Agreement), and any Tranche C-3 Term Loans not so converted shall be re-designated as “Tranche C-3 Cash Pay Term Loans”. The initial Interest Period applicable to each Tranche C-3 PIK Term Loan that is a Eurodollar Rate Loan shall be the then-current Interest Period applicable to the Tranche C-3 Term Loan from which it is converted with no conversion into a different Interest Period, payment or prepayment of such Tranche C-3 Term Loan being deemed to have occurred solely due to the Amendment Agreement or the transactions described herein.

5. Security Agreement Amendment. Effective as of the Amendment Agreement Effective Date, Section 7.2 of the Existing Security Agreement is hereby amended and restated as follows:

“Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral, in each case pursuant to its exercise of remedies under Section 7.1 hereof, shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all reasonable costs and expenses of such sale, collection or other realization, including reasonable fees and out-of-pocket expenses to the Collateral Agent and its agents and counsel, and all other reasonable out-of-pocket expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all reasonable costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds and without duplication, to the payment of all Priority Obligations for the ratable benefit of the Priority Lenders and Priority Lender Counterparties; third, to the extent of any excess of such proceeds and without duplication, to the payment of all Non-Priority Obligations for the ratable benefit of the Non-Priority Lenders and Non-Priority Lender Counterparties; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. For the avoidance of doubt, any non-cash proceeds received by the Collateral Agent will, for purposes of determining the application of proceeds hereunder and the satisfaction of Secured Obligations, be valued at their fair market value as of the time of application (and not, in the case of loans, notes or other securities, their face value, liquidation preference or other nominal value).”

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6. Covenants. In order to induce the Consenting Lenders to enter into this Amendment Agreement:

(a) Parent agrees to execute, as promptly as practicable and in any event within ten Business Days of the Amendment Agreement Effective Date, control agreements (the “Parent Control Agreements”) in form and substance reasonably satisfactory to Collateral Agent (in consultation with the Consenting Lenders), with respect to all Applicable Accounts set forth on Schedule 2 of the Accounts Officer’s Certificate (as defined below) that are held or owned by Parent (such accounts, the “Parent Applicable Accounts”). For the avoidance of doubt, Parent shall, subject to the terms of the Credit Documents (as defined in the Amended Credit Agreement), be permitted to direct the application of funds contained in the Parent Applicable Accounts for so long as no Event of Default (as defined in the Amended Credit Agreement) shall have occurred and be continuing, and notwithstanding anything to the contrary set forth in this Amendment Agreement or the Credit Documents (as defined in the Amended Credit Agreement), the Parent Control Agreements may be modified or terminated with the consent of the Requisite Lenders (as defined in the Amended Credit Agreement).

(b) From and after the Amendment Agreement Effective Date, each Credit Party (i) shall not establish any new bank or securities account other than (A) accounts solely for the purpose of holding deposits constituting permitted Liens pursuant to Section 6.1 of the Amended Credit Agreement and (B) accounts set forth on Schedule 1 of the Accounts Officer’s Certificate, except on not fewer than three Business Days’ written notice to Administrative Agent and (ii) unless consented to in writing by Administrative Agent (at the direction of the Requisite Lenders) or such account is a Permitted Account (as defined below), shall not maintain a balance (other than intra-day) in excess of $250,000 in the aggregate in any such account prior to entry into an appropriate control agreement with Collateral Agent and the applicable depositary bank in respect of such account; provided that, solely with respect to the account at the Royal Bank of Canada identified on Schedule 2 of the Accounts Officer’s Certificate (the “RBC Account”), no such control agreement shall be required for so long as Company does not maintain a balance (other than intra-day) in excess of $1,900,000 Canadian dollars in the aggregate in the RBC Account.

(c) From and after the Amendment Agreement Effective Date, Parent, Holdings and Company shall, and shall cause each Subsidiary to, carry out their cash management operations consistent with past practice and in the ordinary course of their businesses, including the concentration of cash and cash-equivalent securities in the Applicable Accounts set forth on Schedule 2 of the Accounts Officer’s Certificate; provided, however, that the foregoing shall not be deemed to prevent Parent, Holdings, Company or any Subsidiary from conducting cash management operations, and holding cash at Subsidiaries, so as to comply with applicable law or regulatory requirements or otherwise satisfy financial strength or like tests applicable to the Subsidiaries, the failure of which could lead to adverse action by regulatory authorities and/or accreditation agencies.

(d) The Credit Parties shall appoint as promptly as practicable a special consultant (in consultation with and reasonably acceptable to a majority of the Consenting Lenders) to advise the officers and the board of directors of Parent concerning cost-savings and related matters.

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The foregoing covenants shall constitute covenants for all purposes of the Amended Credit Agreement and the failure to comply with any such covenant shall constitute an immediate Event of Default under the Amended Credit Agreement.

7. Conditions Precedent; Effectiveness. This Amendment Agreement shall become effective as of the first date (the “Amendment Agreement Effective Date”) on which each of the following conditions has been satisfied in accordance with the terms hereof:

(a) Administrative Agent shall have received counterparts of this Amendment Agreement executed by or on behalf of (i) the Credit Parties and (ii) Lenders holding (A) 66-2/3% of the existing Revolving Commitments and (B) a majority of the Term Loans.

(b) The RSA, in the form attached hereto as Annex D, shall have been executed by (i) the Credit Parties and (ii) Lenders holding (A) 66-2/3% of the existing Revolving Commitments and (B) a majority of the Term Loans.

(c) The Exchange Agreement, in the form attached hereto as Annex E (capitalized terms used in this Section 7(c) but not otherwise defined in this Amendment Agreement having the meanings set forth in the Exchange Agreement), shall have been executed by Holders holding at least 75% of the aggregate face value of Senior Notes and such Holders shall have agreed to consent to the amendments to the Senior Notes Indenture contemplated by the consent solicitation of the Company dated August 27, 2014.

(d) Parent shall have executed a Counterpart Agreement, or other comparable agreement, the effect of which is to make Parent a Grantor under the Amended Security Agreement (it being agreed that by virtue of Section 2(a) hereof, Parent shall be a Guarantor under the Amended Credit Agreement as of the Amendment Agreement Effective Date).

(e) The Credit Parties shall have paid fees and other amounts due and payable to Administrative Agent and to the advisors of any ad hoc Lender group with whom the Credit Parties, or any of them, have entered into separate reimbursement arrangements, in each case invoiced at least three Business Days prior to the Amendment Agreement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses of Administrative Agent required to be reimbursed or paid by Borrowers under Section 10.2 of the Existing Credit Agreement.

(f) The representations and warranties set forth in Section 8 of this Amendment Agreement are true and correct in all material respects as of the Amendment Agreement Effective Date, after giving effect to this Amendment Agreement, and, after giving effect to the Amendment Agreement, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment Agreement that would constitute a Default or an Event of Default under the Amended Credit Agreement.

(g) The Administrative Agent shall have received a certificate dated as of the Amendment Agreement Effective Date, and signed by the President, a Vice President or a Financial Officer of the Company, certifying that the condition set forth in clause (f) above has been satisfied.

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(h) The Administrative Agent shall have received the favorable legal opinions of (i) Wachtell, Lipton, Rosen & Katz, special counsel to the Credit Parties and (ii) J. Devitt Kramer, general counsel of the Company, in each case addressed to the Consenting Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank dated the Amendment Agreement Effective Date, which opinions shall be reasonably satisfactory to the Administrative Agent (in consultation with the Consenting Lenders).

(i) The Administrative Agent shall have received (and shall promptly deliver to the Consenting Lenders) (i) copies of each Organization Document executed and delivered by each Credit Party, as applicable, and certified as of the Amendment Agreement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the officers of such Person executing this Amendment Agreement; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment Agreement, certified as of the Amendment Agreement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Amendment Agreement Effective Date.

(j) Parent shall have delivered an officer’s certificate (the “Accounts Officer’s Certificate”) to Collateral Agent, certifying that (i) the accounts listed on Schedule 1 thereto are the only bank or securities accounts held or owned by Parent or any of its direct or indirect Subsidiaries as of the date thereof and (ii) the accounts listed on Schedule 2 thereto are the “Applicable Accounts,” which shall be all of the bank and securities accounts listed on Schedule 1 that maintain a balance (other than intra-day) of in excess of $250,000, other than (A) accounts solely for the purpose of holding deposits constituting permitted Liens under Section 6.1 of the Amended Credit Agreement, (B) the account of Company with PNC Bank, National Association previously identified to Collateral Agent and (C) the RBC Account (the foregoing accounts described in sub-clauses (A) through (C), the “Permitted Accounts”).

8. Representations and Warranties. To induce the Agents and Consenting Lenders to execute this Amendment Agreement, each Credit Party, to the extent applicable, represents and warrants, as of the Amendment Agreement Effective Date, that:

(a) This Amendment Agreement has been duly authorized, executed and delivered by such Credit Party.

(b) This Amendment Agreement constitutes a legal, valid and binding obligation, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) The representations and warranties of such Credit Party set forth in Section 4 of the Amended Credit Agreement and in the other Credit Documents that are qualified by materiality are true and correct in all respects, and the representations and warranties that are not so qualified are true and correct in all material respects, in each case, as of the Amendment Agreement Effective Date.

7

(d) Subject to Section 9 hereof, no event has occurred and is continuing that constitutes a Default or an Event of Default, and after giving effect to this Amendment Agreement, no event has occurred and is continuing or will result from, the consummation of the transactions contemplated by this Amendment Agreement, that would constitute a Default or an Event of Default under the Amended Credit Agreement.

9. Waiver. Effective as of the Amendment Agreement Effective Date, that certain Waiver to Second Amended and Restated Credit and Guaranty Agreement, dated as of June 23, 2014, shall be terminated and, for the avoidance of doubt, the Designated Potential Defaults set forth therein shall be deemed permanently waived.

10. Effect of Amendment Agreement. (a) Except as expressly set forth herein or in the Amended Credit Agreement, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Amended Credit Agreement or any Credit Document (as defined in the Amended Credit Agreement), and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Credit Document (as defined in the Existing Credit Agreement), all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Credit Parties to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended Credit Agreement or any other Credit Document (as defined in both the Amended Credit Agreement and the Existing Credit Agreement) in similar or different circumstances.

(b) It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit and that this Amendment Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement.

11. Further Assurances. The Consenting Lenders hereby authorize and direct the Agents to enter into this Amendment Agreement and such further documents and do such other acts and things as the Credit Parties and the Consenting Lenders may reasonably request in order to fully effect the purposes hereof.

12. Release.

(a) In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Amendment Agreement Effective Date, each Credit Party, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges, to the fullest extent permitted by law, each

8

Agent, each Consenting Lender (in its capacity as a Lender and as an Issuing Bank), their respective successors and assigns and each of their respective affiliates, subsidiaries, predecessors, directors, officers, partners, attorneys, employees, agents and other representatives (each Agent, each Consenting Lender (in its capacity as a Lender and as an Issuing Bank) and all such other Persons being hereinafter referred to collectively as the “Releasees”, and individually as a “Releasee”) of and from all demands, actions, causes of action, suits, controversies, claims, defenses, rights of offset (other than any offset arising from a claim not subject to the release contained herein), damages and liabilities whatsoever, including, without limitation, any so-called “lender liability”, equitable subordination claims or defenses, any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent (individually, a “Claim” and, collectively, “Claims”) of every name and nature, known or unknown, in contract or in tort, foreseen or unforeseen (regardless of by whom raised), suspected or unsuspected, liquidated or unliquidated, joint and/or several, both at law and in equity, which any Credit Party or any of its successors, assigns or other legal representatives may now or hereafter have against the Releasees or any of them which arises at any time on or prior to the Amendment Agreement Effective Date on account of, or in relation to, any of the Existing Credit Agreement or the Amended Credit Agreement, the other Credit Documents (as defined in the Existing Credit Agreement and the Amended Credit Agreement) or this Amendment Agreement or transactions thereunder or related thereto, other than, in each case, any Claim in respect of the gross negligence or willful misconduct of any Releasee, as determined in a final, non-appealable judgment by a court of competent jurisdiction.

(b) Each Credit Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c) Each Credit Party, on behalf of itself and its respective successors, assigns and other legal representatives, further stipulates and agrees with respect to all Claims, that it hereby waives any and all provisions, rights, and benefits conferred by Cal. Civ. Code 1542 or any law of any state of the United States, or any principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code 1542, which provides: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor”.

(d) The agreements of each Credit Party set forth in this Section 12 shall survive the termination of this Amendment Agreement.

13. Counterparts. This Amendment Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

14. Governing Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9

15. Severability. If any provision contained in this Amendment Agreement shall be held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, and the remaining provisions of this Amendment Agreement shall not in any way be affected or impaired. The invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

16. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment Agreement.

[Signature Pages Follow]

10

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

EDUCATION MANAGEMENT CORPORATION
By:
	Name:
	Title:
EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:
EDUCATION MANAGEMENT HOLDINGS LLC
By:
	Name:
	Title:
EDUCATION MANAGEMENT FINANCE CORP.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

ARGOSY UNIVERSITY FAMILY CENTER, INC.
EDMC MARKETING AND ADVERTISING, INC.
HIGHER EDUCATION SERVICES, INC.
MCM UNIVERSITY PLAZA, INC.
THE CONNECTING LINK, INC.
AID RESTAURANT, INC.
AIH RESTAURANT, INC.
AIIM RESTAURANT, INC.
BROWN MACKIE EDUCATION CORPORATION
EDUCATION FINANCE II LLC
SOUTH UNIVERSITY RESEARCH CORPORATION
THE ART INSTITUTES INTERNATIONAL LLC
AICA-IE RESTAURANT, INC.
AIIN RESTAURANT LLC
AIT RESTAURANT, INC.
AITN RESTAURANT, INC.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and as Collateral Agent
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
COA Caerus CLO Ltd., as Lender
By:	3i Debt Management US, LLC as Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Fraser Sullivan CLO I, Ltd., as Lender
By:	3i Debt Management US, LLC as Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Fraser Sullivan CLO II, Ltd., as Lender
By:	3i Debt Management US, LLC as Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Jamestown CLO II, Ltd.
By:	3i Debt Management US, LLC as Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ABBEY FUNDING ULC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
One Wall Street CLO II LTD
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Pacifica CDO VI LTD
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Prospero CLO I B.V.
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Prospero CLO II B.V.
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Veritas CLO II, LTD
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Westwood CDO I LTD
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Westwood CDO II LTD
By:	Alcentra NY, LLC, as investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

ABCLO 2007-1, LTD.
By:	AllianceBernstein L.P., as Collateral Manager
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

AllianceBernstein Institutional Investments – High Yield Loan Portfolio
By:	AllianceBernstein L.P., as Investment Advisor
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

AllianceBernstein High Income Fund, Inc.
By:	AllianceBernstein L.P., as Investment Advisor
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

AllianceBernstein Global High Income Fund, Inc.
By:	AllianceBernstein L.P., as Investment Advisor
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
By: ANCHORAGE CAPITAL GROUP, L.L.C ITS INVESTMENT MANAGER
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ASF1 Loan Funding LLC
By:	Citibank, N.A.,
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BANK OF AMERICA, N.A.
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
MERRILL LYNCH CAPITAL CORPORATION
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BARCLAYS BANK PLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
GSC Group CDO Fund VIII, Limited
By: GSC Group CDO Fund VIII, Limited
By: GSC Acquisition Holdings, L.L.C., as its Collateral Manager
By: GSC MANAGER, LLC, in its capacity as Manager
By: BLACK DIAMOND CAPITAL
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
GSC Partners CDO Fund VII, Limited
By: GSC Acquisition Holdings, L.L.C., as its Collateral Manager
By: GSC MANAGER, LLC, in its capacity as Manager
By: BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C. in its capacity as Member
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BMI CLO I
By: BlackRock Financial Management, Inc., its Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BlackRock Funds II,
BlackRock Floating Rate Income Portfolio
By: BlackRock Financial Management, Inc., its Sub-Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BlackRock Senior Income Series IV
By: BlackRock Financial Management, Inc., its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BlackRock Senior Income Series V Limited
By: BlackRock Financial Management, Inc., its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Cooper River LLC
By: FS Investment Corporation, as Sole Member
By: GSO / Blackstone Debt Funds Management LLC, as Sub-Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
FM Leveraged Capital Fund I
By: GSO / Blackstone Debt Funds Management LLC, as Sub-Advisor to FriedbergMilstein LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Gale Force 2 CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Gale Force 2 CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Gale Force 3 CLO, Ltd.
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Inwood Park CDO, LTD.
By: Blackstone Debt Advisors LP as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Locust Street Funding LLC
By: FS Investment Corporation, as Sole Member
By: GSO / Blackstone Debt Funds Management LLC, as Sub-Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Maps CLO Fund II, Ltd.
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Prospect Park CDO Ltd.
By: Blackstone Debt Advisors L.P., as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Riverside Park CLO Ltd.
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BLT 15 LLC
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BLT 15 LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BlueMountain CLO II, LTD
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BlueMountain CLO III, LTD
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BlueMountain CLO Ltd
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BNP Paribas
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BNP PARIBAS
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Del Mar CLO I, LTD.
By: Allianz Global Investors U.S. LLC-CS Credit Group
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Cedarview Opportunities Master Fund, LP
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

CCP CREDIT ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

CENTERBRIDGE SPECIAL CREDIT PARTNERS II, L.P.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
The Distressed Debt Trading Desk of Citibank, N.A.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
The Distressed Debt Trading Desk of Citigroup Financial Products, Inc.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Shinnecock CLO 2006-1
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
CREDIT SUISSE AG, Cayman Islands Branch
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
CREDIT SUISSE LOAN FUNDING LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Credit Suisse AG, Caymans Islands Branch
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ACA CLO 2006-1, LTD
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ACA CLO 2006-2, LTD
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ACA CLO 2007-1, LTD
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Apidos CDO I
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Apidos CDO III
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Apidos CDO IV
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Apidos CDO V
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Apidos Cinco CDO
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Apidos Quattro CDO
By Its Investment Advisor CVC Credit Partners, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
San Gabriel CLO I LTD
By Its Investment Advisor CVC Credit Partners, LLC On Behalf of Resource Capital Asset Management (RCAM)
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Shasta CLO I LTD
By Its Investment Advisor CVC Credit Partners, LLC On Behalf of Resource Capital Asset Management (RCAM)
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
DWS Floating Rate Fund
By: Deutsche Investment Management Americas Inc. Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Flagship CLO V
By: Deutsche Investment Management Americas Inc. (as successor in interest to Deutsche Asset Management, Inc.), as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Flagship CLO VI
By: Deutsche Investment Management Americas Inc. as Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Deutsche Bank AG New York Branch
	By: DB Services New Jersey, Inc.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Deutsche Bank AG Cayman Islands Branch
By: DB Services New Jersey, Inc.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
AGF FLOATING RATE INCOME FUND
BY: EATON VANCE MANAGEMENT AS PORTFOLIO MANAGER
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Bond Portfolio
By: Boston Management and Research as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance CDO VII PLC
By: Eaton Vance Management as Interim Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance CDO VIII, Ltd.
By: Eaton Vance Management as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance CDO IX, Ltd.
By: Eaton Vance Management as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance CDO X PLC
By: Eaton Vance Management as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance Floating-Rate Income Plus Fund
By: Eaton Vance Management as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE SENIOR FLOATING-RATE TRUST
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE FLOATING-RATE INCOME TRUST
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio
By: Eaton Vance Management as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KP Fixed Income Fund
By: Eaton Vance Management as Investment Sub-Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
MET INVESTORS SERIES TRUST-MET/EATON VANCE FLOATING RATE PORTFOLIO
BY: EATON VANCE MANAGEMENT AS INVESTMENT SUB-ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
PACIFIC SELECT FUND FLOATING RATE LOAN PORTFOLIO
BY: EATON VANCE MANAGEMENT AS INVESTMENT SUB-ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Columbia Funds Variable Series Trust II - Variable Portfolio–Eaton Vance Floating-Rate Income Fund
By: Eaton Vance Management As Investment Sub-Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Eaton Vance Corp
By: Eaton Vance Management as Investment Advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
EATON VANCE VT FLOATING-RATE INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
FIFTH THIRD BANK
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
GOLDMAN SACHS LENDING PARTNERS LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

HG VORA CAPITAL MANAGEMENT, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD., as Lender
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Highland/iBoxx Senior Loan ETF
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
HillMark Funding, Ltd.
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Stoney Lane Funding I, Ltd.
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
HOLSTON RIVER TRADING, LLC
By: SunTrust Bank, its Manager
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
JPMORGAN CHASE BANK, N.A.
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KATONAH IX CLO LTD.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KATONAH X CLO LTD.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KATONAH 2007-I CLO LTD.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Oregon Public Employees Retirement Fund
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Maryland State Retirement and Pension System
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
BCBSM, Inc.
By: KKR its Collateral Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR CORPORATE CREDIT PARTNERS L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR Credit Relative Value Master Fund LP
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR DEBT INVESTORS II (2006)(IRELAND) L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR FINANCIAL CLO 2005-1, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR FINANCIAL CLO 2005-2, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR FINANCIAL CLO 2006-1, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR FINANCIAL CLO 2007-1, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR FINANCIAL CLO 2011-1, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR FLOATING RATE FUND L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR Income Opportunities Fund
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR Lending Partners LP
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
KKR-PBPR CAPITAL PARTNERS L.P.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
US Income Strategy Fund of Nikko AM InvestmentTrust (Cayman)
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
LANDMARK IX CDO LTD
By Landmark Funds LLC, as Manager
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
JERSEY STREET CLO, LTD.,
By its Collateral Manager, Massachusetts Financial Services Company
By:	/s/ [                    ]
	As authorized representative and not individually
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
MARLBOROUGH STREET CLO, LTD.,
By its Collateral Manager, Massachusetts Financial Services Company
By:	/s/ [                    ]
	As authorized representative and not individually
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
MIZUHO BANK, LTD.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Venture IX CDO, Limited
By: its investment advisor, MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Venture VIII CDO, Limited
By: its investment advisor, MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Venture V CDO, Limited
By: its investment advisor, MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Venture VII CDO, Limited
By: its investment advisor, MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Venture X CLO, Limited
By: its investment advisor, MJX Asset Management, LLC
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Blackwell Partners LLC
By:	Its Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Mudrick Distressed Opportunity Fund Global, LP
By:	Its Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
New Mountain Finance SPV Funding, L.L.C.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
New Mountain Finance Corporation
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Nob Hill CLO Limited
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

OAK HILL ADVISORS, L.P., on behalf of certain private funds and separate accounts that it manages, each of which is a Lender
By:	OAK HILL ADVISORS GENPAR, L.P., its General Partner
By:	OAK HILL ADVISORS MGP, INC., its Managing General Partner
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
CSAA Insurance Exchange
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
ACE Tempest Reinsurance Ltd.
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Arch Investment Holdings IV Ltd.
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Missouri Education Pension Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Oaktree Senior Loan Fund, L.P.
By:	Oaktree Senior Loan Fund GP, L.P.
Its:	General Partner,
By:	Oaktree Fund GP IIA, LLC
Its:	General Partner,
By:	Oaktree Fund GP II, L.P.
Its:	Managing Member
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
UniSuper Limited, as Trustee for UniSuper
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
WM Pool - High Yield Fixed Interest Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
New York City Employees’ Retirement System
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
New York City Police Pension Fund
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Teachers’ Retirement System of the City of New York
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Arch Reinsurance Ltd.
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Automobile Club of Southern California Pension Plan
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Central States, Southeast and Southwest Areas Pension Funds
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Chrysler Group LLC Master Retirement Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Employees’ Retirement Fund of the City of Dallas
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Fonds Voor Gemene Rekening Beroepsvervoer - HY
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
IBM Personal Pension Plan Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
International Paper Company Commingled
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Iowa Public Employees Retirement System
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Lucent Technologies Inc. Master Pension Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Microsoft Global Finance
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
OCM High Yield Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Oaktree Global High Yield Bond Fund LP
By:	Oaktree Fund GP IIA, LLC
Its:	General Partner
By:	Oaktree Fund GP II, L.P.
Its:	Managing Member
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Oaktree High Yield Fund II, L.P.
By:	Oaktree Fund GP II, L.P.
Its:	General Partner
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Oaktree High Yield Fund, L.P.
By:	Oaktree Fund GP II, L.P.
Its:	General Partner
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
PG&E Corporation Retirement Master Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Pacific Gas & Electric Co. Post Retirement Medical Plan Trust for Non-Management Employees and Retirees
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Russell Investment Company Russell Global Credit Strategies Fund
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Sears Holdings Pension Trust
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
State Teachers Retirement System of Ohio
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
State of Connecticut Retirement Plans and Trust Funds
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
TMCT II, LLC
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
TMCT, LLC
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Texas County & District Retirement System
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
UMC Benefit Board, Inc.
By:	Oaktree Capital Management, L.P.
Its:	Investment Manager
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Omega Advisors, Inc., solely in its capacity of investment manager for certain funds and accounts* it manages, and not in its individual corporate capacity
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: ProAssurance Casualty Inc.
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
JLP Credit Opportunity Master Fund Ltd.
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
JLP Stressed Credit Fund LP
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
THE ROYAL BANK OF SCOTLAND PLC
By:	RBS Securities Inc., its agent
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

XL RE LTD., as Lender
By Regiment Capital Management LLC, In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

VALHOLL, LTD., as Lender
By Regiment Capital Management LLC, In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

REGIMENT CAPITAL, LTD., as Lender
By Regiment Capital Management LLC, In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

CAVALRY CLO III, LTD., as Lender
By Regiment Capital Management LLC, In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

BLUE FALCON LIMITED, as Lender
By Regiment Capital Management LLC, In its capacity as Investment Advisor
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Saratoga Investment Corp CLO 2013-1, Ltd.
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Brookside Mill CLO Ltd.
By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Slater Mill Loan Fund, LP
By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Westbrook CLO Ltd.
By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
SPCP GROUP, LLC
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Symphony CLO VII, LTD.
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Symphony CLO III, LTD.
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Nuveen Floating Rate Income Opportunity Fund
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Nuveen Floating Rate Income Fund
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Symphony Credit Opportunities Fund, LTD.
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Nuveen Symphony Credit Opportunities Fund
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Symphony CLO XII, LTD.
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Nuveen Symphony Floating Rate Income Fund
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution: Nuveen Senior Income Fund
By:	Symphony Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Telos CLO 2006-1, LTD Telos CLO 2007-2, LTD Telos CLO 2013-3, LTD Managed by: Telos Asset Management, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Third Avenue Trust, on Behalf of Third Avenue Focused Credit Fund
By:	Third Avenue Management LLC, its investment advisor
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
1776 CLO I, Ltd.
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
Wells Fargo Bank, National Association
By:
	Name:
	Title:
For parties requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Name of Institution:
York Global Finance BDH, LLC
By:
	Name:
	Title:
For Lenders requiring a second signature line:
By:
	Name:
	Title:

[Signature Page to Amendment Agreement]

Annex A

Form of Third Amended and Restated Credit and Guaranty Agreement

[See following page]

THIRD AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT

dated as of February 13, 2007,

as amended and restated as of December 7, 2010

and as further amended and restated as of September 5, 2014,

among

EDUCATION MANAGEMENT LLC,

EDUCATION MANAGEMENT CORPORATION,

EDUCATION MANAGEMENT HOLDINGS LLC,

CERTAIN SUBSIDIARIES OF EDUCATION MANAGEMENT HOLDINGS LLC,

as Guarantors,

THE DESIGNATED SUBSIDIARY BORROWERS

REFERRED TO HEREIN,

VARIOUS LENDERS,

CREDIT SUISSE SECURITIES (USA) LLC,

as Syndication Agent,

and

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

$1,554,514,900 Senior Secured Credit Facilities

BARCLAYS CAPITAL,

as Lead Arranger

BARCLAYS CAPITAL,

GOLDMAN SACHS LENDING PARTNERS LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and BNP PARIBAS SECURITIES CORP.,

as Joint Bookrunners

ccxiv

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION		2
1.1. Definitions		2
1.2. Accounting Terms		46
1.3. Interpretation, etc.		46
SECTION 2. LOANS AND LETTERS OF CREDIT		46
2.1. Term Loans		46
2.2. Revolving Loans		47
2.3. Reserved		49
2.4. Issuance of Letters of Credit and Purchase of Participations Therein		49
2.5. Pro Rata Shares; Availability of Funds		55
2.6. Use of Proceeds		55
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes		55
2.8. Interest on Loans		57
2.9. Conversion/Continuation		59
2.10. Default Interest		60
2.11. Fees		60
2.12. Scheduled Amortization of Term Loans		61
2.13. Voluntary Prepayments/Commitment Reductions		62
2.14. Mandatory Prepayments/Commitment Reductions		63
2.15. Application of Prepayments/Reductions		65
2.16. General Provisions Regarding Payments		66
2.17. Ratable Sharing		67
2.18. Making or Maintaining Eurodollar Rate Loans		68
2.19. Increased Costs; Capital Adequacy		70
2.20. Taxes; Withholding, etc.		71
2.21. Obligation to Mitigate		73
2.22. Defaulting Lenders		74
2.23. Removal or Replacement of a Lender		75
2.24. Incremental Facilities		76
2.25. Designated Subsidiary Borrowers		78
2.26. Joint and Several Liability		79
SECTION 3. CONDITIONS PRECEDENT		80
3.1. Effective Date		80
3.2. Conditions to Each Credit Extension		81
3.3. Conditions to Effectiveness of this Agreement

ccxv

SECTION 4. REPRESENTATIONS AND WARRANTIES	82
4.1. Existence, Qualification and Power; Compliance with Laws	82
4.2. Authorization; No Contravention	83
4.3. Governmental Authorization; Other Consents	83
4.4. Binding Effect	84
4.5. Financial Statements; No Material Adverse Effect	84
4.6. Litigation	85
4.7. No Default	85
4.8. Ownership of Property; Liens	85
4.9. Environmental Compliance	85
4.10. Taxes	86
4.11. ERISA Compliance	87
4.12. Subsidiaries; Equity Interests	87
4.13. Margin Regulations; Investment Company Act	87
4.14. Disclosure	88
4.15. Intellectual Property; Licenses, Etc.	88
4.16. [Reserved]	88
4.17. Subordination of Junior Financing	88
4.18. Labor Matters	88
4.19. Collateral Documents	89
4.20. Patriot Act	89
SECTION 5. AFFIRMATIVE COVENANTS	89
5.1. Financial Statements	89
5.2. Certificates; Other Information	91
5.3. Notices	92
5.4. Payment of Obligations	93
5.5. Preservation of Existence, Etc.	93
5.6. Maintenance of Properties	93
5.7. Maintenance of Insurance	93
5.8. Compliance with Laws	94
5.9. Books and Records	94
5.10. Inspection Rights	94
5.11. Compliance with Environmental Laws	95
5.12. Subsidiaries	95
5.13. Additional Material Real Estate Assets	95
5.14. Further Assurances	96
5.15. Survey of Closing Date Mortgaged Property	96
5.16. Restructuring	96
SECTION 6. NEGATIVE COVENANTS	97
6.1. Liens	97
6.2. Investments	100

ccxvi

6.3. Indebtedness	102
6.4. Fundamental Changes	106
6.5. Dispositions	107
6.6. Restricted Payments	109
6.7. Change in Nature of Business	111
6.8. Transactions with Affiliates	111
6.9. Burdensome Agreements	112
6.10. Financial Covenants	113
6.11. Accounting Changes	114
6.12. Prepayments, Etc. of Indebtedness; Amendment of Agreements	114
6.13. Equity Interests of Company and Subsidiaries	115
6.14. Holding Company	115
6.15. Capital Expenditures	116
6.16. Interest Rate Protection	116
SECTION 7. GUARANTY	116
7.1. Guaranty of the Obligations	116
7.2. Contribution by Guarantors	117
7.3. Payment by Guarantors	118
7.4. Liability of Guarantors Absolute	118
7.5. Waivers by Guarantors	120
7.6. Guarantors’ Rights of Subrogation, Contribution, etc.	121
7.7. Subordination of Other Obligations	121
7.8. Continuing Guaranty	122
7.9. Authority of Guarantors or Borrowers	122
7.10. Financial Condition of Borrowers	122
7.11. Bankruptcy, etc.	122
7.12. Discharge of Guaranty Upon Sale of Guarantor	123
SECTION 8. EVENTS OF DEFAULT AND REMEDIES	123
8.1. Events of Default	123
8.2. Remedies Upon Event of Default	126
8.3. Company’s Right to Cure	127
SECTION 9. AGENTS	127
9.1. Appointment of Agents	127
9.2. Powers and Duties	128
9.3. General Immunity	128
9.4. Agents Entitled to Act as Lender	130
9.5. Lenders’ Representations, Warranties and Acknowledgment	130
9.6. Right to Indemnity	131
9.7. Successor Administrative Agent and Collateral Agent	131
9.8. Collateral Documents and Guaranty	132

ccxvii

SECTION 10. MISCELLANEOUS	133
10.1. Notices	133
10.2. Expenses	134
10.3. Indemnity	135
10.4. Set-Off	136
10.5. Amendments and Waivers	136
10.6. Successors and Assigns; Participations	138
10.7. Independence of Covenants	141
10.8. Survival of Representations, Warranties and Agreements	141
10.9. No Waiver; Remedies Cumulative	142
10.10. Marshalling; Payments Set Aside	142
10.11. Severability	142
10.12. Obligations Several; Independent Nature of Lenders’ Rights	142
10.13. Headings	143
10.14. APPLICABLE LAW	143
10.15. CONSENT TO JURISDICTION	143
10.16. WAIVER OF JURY TRIAL	143
10.17. Confidentiality	144
10.18. Usury Savings Clause	145
10.19. Counterparts	145
10.20. Effectiveness	145
10.21. Patriot Act	145
10.22. Electronic Execution of Assignments	146
10.23. Public-Side Lenders	146
10.24. Amendment and Restatement	146
10.25. Reaffirmation and Grant of Security Interests	147

ccxviii

APPENDICES:	A-1	Term Loan Commitments
	A-2	Revolving Commitments
	B	Notice Addresses
	C	Original Sections 3.1(g) and 3.1(h)
SCHEDULES:	3.1(g)	Closing Date Mortgaged Properties
	4.1	Jurisdictions of Organization
	4.6	Litigation
	4.9	Environmental Matters
	4.10	Taxes
	4.11	ERISA Compliance
	4.12	Subsidiaries and Other Equity Investments
	6.1(b)	Existing Liens
	6.2(f)	Existing Investments
	6.3(b)	Existing Indebtedness
	6.5(l)	Dispositions
	6.8	Transactions with Affiliates
	6.9	Existing Restrictions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	[Reserved]
	B-2	[Reserved]
	B-3	[Reserved]
	B-4	Tranche C-2 Term Loan Note
	B-5	Non-Extended Revolving Loan Note
	B-6	Tranche C-2 PIK Term Loan Note
	B-7	Tranche C-3 PIK Term Loan Note
	B-8	Extended Revolving Loan Note
	B-9	Tranche C-3 Term Loan Note
	C	Compliance Certificate
	D	Effective Date Opinions of Counsel
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Effective Date Certificate
	G-2	Effective Date Solvency Certificate
	H	[Reserved]
	I	Mortgage
	J	Counterpart Agreement
	K	Intercompany Note
	L	Joinder Agreement
	M	Election to Participate
	N	Election to Terminate

ccxix

THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of February 13, 2007, amended and restated as of December 7, 2010 and further amended and restated as of September 5, 2014, is entered into by and among EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (“Education Management”), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party hereto from time to time (together with Company, “Borrowers”), the Lenders party hereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC (“Credit Suisse”), as Syndication Agent (in such capacity, “Syndication Agent”), and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Administrative Agent (as successor to BNP PARIBAS (“BNPP”) in such capacity and together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (as successor to BNPP in such capacity and together with its permitted successors in such capacity, “Collateral Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, simultaneously with the consummation of the Transaction, Company, Holdings and certain subsidiaries of Holdings entered into that certain Credit and Guaranty Agreement, dated as of June 1, 2006 (as amended, supplemented or otherwise modified from time to time prior to the Effective Date, the “Original Credit Agreement”), with the lenders party thereto from time to time (the “Original Lenders”), Credit Suisse, as syndication agent, BNPP, as administrative agent and collateral agent, and Merrill Lynch Capital Corporation and Bank of America, N.A., as documentation agents, pursuant to which the Original Lenders extended or committed to extend certain credit facilities to the Borrowers;

WHEREAS, the Original Credit Agreement was amended and restated in the form of the Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2007 and further amended and restated in the form of the Second Amended and Restated Credit and Guaranty Agreement, dated as of December 7, 2010 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing ARCA”);

WHEREAS, pursuant to the Amendment Agreement (as defined below), and upon satisfaction of the conditions set forth therein, the Existing ARCA is being further amended and restated in the form of this Agreement;

WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Equity Interests in each of its Included Domestic Subsidiaries and 66% of all the Equity Interests in each of its Foreign Subsidiaries; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrowers hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests in each of their respective Included Domestic Subsidiaries (including each Borrower) and 66% of all the Equity Interests in each of their respective Foreign Subsidiaries;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions.

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Additional Margin” means, with respect to PIK Loans, 1.0% per annum.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (a) (i) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by BNPP for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds

2

comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (b) an amount equal to (i) one minus (ii) the Applicable Reserve Requirement. Notwithstanding the foregoing, with respect to any determination of the Adjusted Eurodollar Rate with respect to Tranche C-3 Term Loans, the Adjusted Eurodollar Rate shall not be less than 1.25% per annum.

“Administrative Agent” as defined in the preamble hereto.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Agency Assignment Agreement” means that certain Agency Assignment Agreement, dated as of June 30, 2014.

“Agent” means each of Administrative Agent, Syndication Agent, Arrangers and Collateral Agent.

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

“Agreement” means this Third Amended and Restated Credit and Guaranty Agreement, dated as of September 5, 2014, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Amendment Agreement” means the Amendment Agreement, dated as of September 5, 2014, among the parties thereto.

“Amendment Agreement Effective Date” has the meaning assigned to that term in the Amendment Agreement.

“Applicable Margin” means (a) with respect to Tranche C-2 Cash Pay Term Loans that are Eurodollar Rate Loans, 4.00% per annum, which shall be reduced to 3.50% per annum if Company obtains a public corporate family rating of at least Ba3 (stable) from Moody’s and a public corporate credit rating of at least BB (stable) from S&P; (b) with respect

3

to Tranche C-2 Cash Pay Term Loans that are Base Rate Loans, an amount equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (a) above, as applicable, minus (ii) 1.00% per annum; (c) with respect to Tranche C-2 PIK Term Loans that are Eurodollar Rate Loans, an amount equal to (i) 4.00% per annum, which shall be reduced to 3.50% per annum if Company obtains a public corporate family rating of at least Ba3 (stable) from Moody’s and a public corporate credit rating of at least BB (stable) from S&P, plus (ii) the Additional Margin; (d) with respect to Tranche C-2 PIK Term Loans that are Base Rate Loans, an amount equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (c) above, as applicable, minus (ii) 1.00% per annum; (e) with respect to Tranche C-3 Cash Pay Term Loans that are Eurodollar Rate Loans, 7.00% per annum; (f) with respect to Tranche C-3 Cash Pay Term Loans that are Base Rate Loans, 6.00% per annum; (g) with respect to Tranche C-3 PIK Term Loans that are Eurodollar Rate Loans, an amount equal to (i) 7.00% per annum, plus (ii) the Additional Margin; (h) with respect to Tranche C-3 PIK Term Loans that are Base Rate Loans, an amount equal to (i) 6.00% per annum, plus (ii) the Additional Margin; (i) with respect to Non-Extended Revolving Loans that are Eurodollar Rate Loans, 4.00% per annum, which shall be reduced to 3.50% per annum if Company obtains a public corporate family rating of at least Ba3 (stable) from Moody’s and a public corporate credit rating of at least BB (stable) from S&P; (j) with respect to Non-Extended Revolving Loans that are Base Rate Loans, an amount equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i) above, as applicable, minus (ii) 1.00% per annum; (k) with respect to Extended Revolving Loans that are Eurodollar Rate Loans, an amount equal to (i) 4.00% per annum, which shall be reduced to 3.50% per annum if Company obtains a public corporate family rating of at least Ba3 (stable) from Moody’s and a public corporate credit rating of at least BB (stable) from S&P, plus (ii) the Additional Margin; and (l) with respect to Extended Revolving Loans that are Base Rate Loans, an amount equal to (i) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (k) above, as applicable, minus (ii) 1.00% per annum.

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

4

“Applicable Revolving Commitment Fee Percentage” means with respect to Extended Revolving Commitments and Non-Extended Revolving Commitments, a percentage per annum, determined by reference to the Total Leverage Ratio in effect from time to time as set forth in the table below:

Total Leverage Ratio	Applicable Revolving Commitment Fee Percentage
³ 6.00:1.00		0.50	%
< 6.00:1.00 ³ 5.00:1.00		0.50	%
< 5.00:1.00 ³ 4.00:1.00		0.375	%
< 4.00:1.00		0.375	%

No change in the Applicable Revolving Commitment Fee Percentage shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.2(b) calculating the Total Leverage Ratio. At any time Company has not submitted to Administrative Agent the applicable information as and when required under Section 5.2(b), the Applicable Revolving Commitment Fee Percentage shall be determined, where applicable, as if the Total Leverage Ratio were in excess of 6.00:1.00. Within one Business Day of receipt of the applicable information under Section 5.2(b), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) or electronic communication (including e-mail and Internet or intranet websites) of the Applicable Revolving Commitment Fee Percentage in effect for the applicable Class from such date.

“Arrangers” means, (a) in respect of the Existing ARCA, collectively, Credit Suisse and GSCP in their capacities as joint lead arrangers and bookrunners and (b) in respect of this Agreement, collectively, Barclays in its capacity as lead arranger and a joint bookrunner and GSLP, Merrill Lynch, Pierce, Fenner & Smith Incorporated and BNPP SC in their capacities as joint bookrunners.

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than a Credit Party), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Equity Interests in any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold or leased in the ordinary course of business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) sales of assets in one transaction or a series of related transactions for consideration of less than $1,000,000, and (iii) sales of other assets for aggregate consideration of less than $5,000,000 in the aggregate during any Fiscal Year.

5

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 10.6(b).

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Bank of America” means Bank of America, N.A.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Barclays” means Barclays Capital, the investment banking division of Barclays Bank PLC.

“Base Rate” means, for any day, a rate per annum equal to the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus  ¹⁄₂ of 1% and (iii) the Adjusted Eurodollar Rate for an interest period of one month plus 1.00%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

“Bilateral LC Facilities” means (i) the cash collateralized Letter of Credit Facility Agreement, dated as of November 30, 2011 (as amended through the date hereof and as further amended, modified or amended and restated from time to time), among the Company, the guarantors party thereto and Bank of America, N.A. and (ii) the cash collateralized Letter of Credit Facility Agreement, dated as of March 9, 2012 (as amended through the date hereof and as further amended, modified or amended and restated from time to time), among the Company, the guarantors party thereto and BNP Paribas.

“BNPP” as defined in the preamble hereto.

“BNPP SC” means BNP Paribas Securities Corp.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States, or any successor thereto.

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“Borrowers” as defined in the preamble hereto.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, the aggregate of all expenditures of Holdings and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property, plant and equipment” or similar items reflected in the consolidated statement of cash flows of Holdings and its Subsidiaries; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) expenditures that constitute any part of Consolidated Lease Expense, (iv) expenditures that are accounted for as capital expenditures by Holdings or any Subsidiary and that actually are paid for by a Person other than Holdings or any Subsidiary and for which neither Holdings nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) the book value of any asset owned by Holdings or any Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (A) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (B) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (vi) expenditures that constitute Permitted Acquisitions or (vii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.14.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP as in effect on the Second ARCA Effective Date.

“Cash Equivalents” means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or any member nation of the European Union or (ii) issued by any

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agency of the United States or any member nation of the European Union, the obligations of which are backed by the full faith and credit of the United States or such member nation of the European Union, in each case maturing within one year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof or by any foreign government having an investment grade rating from either S&P or Moody’s, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s.

“Cash Management Obligations” means obligations owed by Holdings, Company or any of its Subsidiaries to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings, Company or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means, at any time, (a) (i) prior to the consummation of a Qualifying IPO of Holdings or any direct or indirect parent of Holdings, including without limitation, Education Management (each of Holdings and any such parent, a “Parent”), the Sponsors shall cease to beneficially own and control at least 51% on a fully diluted basis of the voting interests in the Equity Interests of each such Parent and (ii) after the consummation of a Qualifying IPO of any Parent, the Sponsors shall cease to beneficially own and control on a fully diluted basis at least 35% of the voting interests in the Equity Interests of such Parent; (b) any

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“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Sponsors (i) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in the Equity Interests of such Parent, and the percentage of the voting interest in the Equity Interests of such Parent acquired by such person or group exceeds, in the aggregate, the percentage held by the Sponsors taken as a whole or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of such Parent; (c) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of any Parent shall cease to be occupied by Persons who either (i) were members of the board of directors of such Parent on the Closing Date (after giving effect to the Transaction) or (ii) were nominated for election by the board of directors of such Parent, a majority of whom were directors on the Closing Date (after giving effect to the Transaction) or whose election or nomination for election was previously approved by a majority of such directors; (d) Holdings shall cease to beneficially own and control 100% on a fully diluted basis of the voting interests in the Equity Interests of Company; or (e) any “change of control” (or any comparable term) in the Existing Senior Notes Indenture or New Senior Notes Indenture.

“Class” means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders having Tranche C-2 Cash Pay Term Loan Exposure, (ii) Lenders having Tranche C-2 PIK Term Loan Exposure, (iii) Lenders having Tranche C-3 Cash Pay Term Loan Exposure, (iv) Lenders having Tranche C-3 PIK Term Loan Exposure, (v) Lenders having Non-Extended Revolving Exposure, (vi) Lenders having Extended Revolving Exposure and (vii) Lenders having Other New Term Loan Exposure of each applicable Series, (b) with respect to Loans, each of the following classes of Loans: (i) Tranche C-2 Cash Pay Term Loans, (ii) Tranche C-2 PIK Term Loans, (iii) Tranche C-3 Cash Pay Term Loans, (iv) Tranche C-3 PIK Term Loans, (v) Non-Extended Revolving Loans, (vi) Extended Revolving Loans and (vii) each Series of Other New Term Loans and (c) with respect to Revolving Commitments, each of the following classes of Revolving Commitments: (i) Non-Extended Revolving Commitments and (ii) Extended Revolving Commitments.

“Closing Date” means the date of the initial Credit Extension under the Original Credit Agreement, which occurred on June 1, 2006.

“Closing Date Mortgaged Property” as defined in Original Section 3.1(g).

“Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

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“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Company” as defined in the preamble hereto.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

(ii) provision for taxes based on income, profits or capital of Holdings and its Subsidiaries, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes paid or accrued during such period,

(iii) depreciation and amortization,

(iv) other non-cash charges, including non-cash asset impairment charges and write-offs (but excluding any non-cash charge to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period),

(v) severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,

(vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure or consolidation of facilities),

(vii) other unusual or non-recurring charges during such period identified in reasonable detail in the applicable Compliance Certificate,

(viii) any losses attributable to minority interests,

(ix) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors,

(x) any costs or expenses incurred by Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests),

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(xi) cash fees and expenses incurred in connection with the Transaction,

(xii) any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transaction or any Investment permitted under Section 6.2, and

(xiii) any non-cash compensation costs or expenses under Statement of Financial Accounting Standards No 123(R), “Share Based payment”, pursuant to any management equity plan or stock option plan or any other employee benefit plan or agreement or any stock or shareholder agreement, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) unusual or non-recurring gains,

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(iii) gains on asset sales (other than asset sales in the ordinary course of business),

(iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

(v) all gains attributable to minority interests.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (a) the sum, without duplication, of the amounts for such period of (i) Consolidated EBITDA, plus (ii) the Consolidated Working Capital Adjustment, plus (iii) the IPO Net Cash Proceeds to the extent applied to prepay Indebtedness for borrowed money and any premium, make-whole or penalty payments actually paid in cash in connection with such prepayment, minus (b) the sum, without duplication, of the amounts for such period of (i) repayments of Indebtedness for borrowed money (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.14(a) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding (1) all other prepayments of Term Loans and (2) all repayments of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (ii) Capital Expenditures (net of any proceeds of any related financings with respect to such expenditures), other than Capital Expenditures financed with Cumulative Excess Cash Flow that is Not Otherwise Applied pursuant to Section 6.15(a)(y), (iii) Consolidated Interest Expense, (iv) provisions for current taxes based on income of Holdings and its Subsidiaries and

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payable in cash with respect to such period, (v) the amount of Investments and acquisitions made during such period pursuant to Section 6.2 (other than Section 6.2(a)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings and its Subsidiaries, (vi) cash payments by Holdings and its Subsidiaries during such period in respect of long-term liabilities of Holdings and its Subsidiaries other than Indebtedness, and (vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness.

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capitalized Leases in accordance with GAAP and capitalized interest), net of cash interest income, of Holdings and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Swap Agreements, but excluding, however, (i) any amount not payable in cash and (ii) any amounts referred to in Section 2.11(d) payable on or before the Closing Date.

“Consolidated Lease Expense” means, for any period, all rental expenses of Holdings and its Subsidiaries during such period under operating leases for real or personal property, excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, (a) the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (b) (i) the income (or loss) of any entity (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest to the extent that the declaration or payment of dividends or similar distributions by such entity of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, governmental regulation or Education Law applicable to such entity, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries, (iii) the income of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, governmental regulation or Education Law applicable to that Subsidiary, and (iv) (to the extent not included in clauses (i) through (iii) above) any net extraordinary gains or net extraordinary losses.

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“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of Holdings and its Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 6.1 and Liens permitted by Section 6.1(s) and clauses (i) and (ii) of Section 6.1(t)) that are included in the consolidated balance sheet of Holdings and its Subsidiaries as of such date.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and Letter of Credit Usage to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

“Continuing Lender” means each Original Lender that has delivered a Lender Consent Letter agreeing to convert all of the Original Term Loans made by such Original Lender to Tranche C Term Loans.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Contributing Guarantors” as defined in Section 7.2.

“Control” as set forth in the definition of “Affiliate.”

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

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“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit J delivered by a Credit Party pursuant to Section 5.12.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Party” means each Person (other than any Agent, Issuing Bank or any Lender or any other representative thereof) from time to time party to a Credit Document.

“Credit Suisse” as defined in the preamble hereto.

“Cumulative Excess Cash Flow” as defined in Section 6.6(i).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time specified therein, or both, would be an Event of Default.

“Defaulting Lender” means any Lender that has (a) failed to fund any portion of Loans or participations in any Letter of Credit within one (1) Business Day of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with any of its obligations to fund any portion of Loans or participations in any Letter of Credit under this Agreement or has made a public statement to the effect that it does not intend to comply with such funding obligations under this Agreement or under any other agreement in which it commits to extend credit, (c) failed, within five (5) Business Days after a request by the Administrative Agent or any Issuing Bank (with a copy to the Company) to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit (provided that such request may not be sent unless the Administrative Agent or the relevant Issuing Bank are aware that such Lender has recently failed to comply with its funding obligations under another syndicated loan facility or otherwise has a reasonable, good faith belief that such Lender will not comply with its funding obligations under this Agreement), (d) otherwise failed to pay over to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date

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when due, or (e) become or is insolvent or has a parent company that has become or is insolvent or become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or has indicated its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or has indicated its consent to, approval of or acquiescence in any such proceeding or appointment.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by Company or a Subsidiary in connection with a Disposition pursuant to Section 6.5(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“Designated Subsidiary Borrower” means any Qualified Subsidiary as to which an Election to Participate shall have been delivered to Administrative Agent in accordance with Section 2.25; provided that the status of any of the foregoing as a Designated Subsidiary Borrower shall terminate if and when an Election to Terminate is delivered to Administrative Agent in accordance with Section 2.25.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Tranche C-2 Term Loan Maturity Date or, if later, the latest New Term Loan Maturity Date.

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“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Education Laws” as defined in Section 5.8.

“Education Management” as defined in the preamble hereto.

“Effective Date” means February 13, 2007.

“Effective Date Certificate” means an Effective Date Certificate substantially in the form of Exhibit G-1.

“Election to Participate” means an Election to Participate substantially in the form of Exhibit M hereto.

“Election to Terminate” means an Election to Terminate substantially in the form of Exhibit N hereto.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof) and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans; provided, that no Affiliate of (x) Holdings or (y) any Sponsor shall be an Eligible Assignee.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

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“Equity Contributions” means, collectively, (a) the contribution by the Equity Investors on or prior to the Closing Date of an aggregate amount of cash of not less than 27.5% of the total capitalization of Holdings and its Subsidiaries on a consolidated basis (excluding for the avoidance of doubt any Letters of Credit issued on the Closing Date) to EM Acquisition Corporation, Holdings or one or more direct or indirect holding company parents of Holdings, and (b) the further contribution to Company of any portion of such cash contribution proceeds not directly received by Company or used by Holdings to pay Transaction Expenses.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” means the Sponsors and the Management Stockholders.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414 of the Internal Revenue Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Credit Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Credit Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

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“Excluded Subsidiary” means (a) any Subsidiary that directly owns or operates a school and as such is restricted by applicable Law or applicable accreditation requirements or other Education Laws from guaranteeing the Obligations, (b) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary and (c) any inactive Subsidiary having less than $100,000 of assets.

“Existing ARCA” has the meaning provided in the recitals to this Agreement.

“Existing Senior Notes” means the Company’s Senior Cash Pay/PIK Notes due 2018.

“Existing Senior Notes Indenture” means the Indenture for the Existing Senior Notes, dated as of March 5, 2013.

“Extended Revolving Commitment” means the commitment of an Extended Revolving Lender to make or otherwise fund any Extended Revolving Loan and to acquire participations in Letters of Credit hereunder, and “Extended Revolving Commitments” means such commitments of all Extended Revolving Lenders in the aggregate. The amount of each Extended Revolving Lender’s Extended Revolving Commitment is set forth on Appendix A-2 under the caption “Extended Revolving Commitment” or in the applicable Assignment Agreement or Joinder Agreement, as applicable, subject to any adjustment or reduction pursuant to the terms and conditions hereof, including the deemed increase of each Extended Revolving Lender’s Extended Revolving Commitment on a ratable basis in respect of PIK Interest paid on the Extended Revolving Loans pursuant to the terms and conditions hereof (it being understood that if any Borrower elects to repay any such PIK Interest prior to the Extended Revolving Commitment Termination Date the amount of PIK Interest so repaid shall not be available to be reborrowed hereunder).

“Extended Revolving Commitment Period” means the period from the Closing Date to but excluding the Extended Revolving Commitment Termination Date.

“Extended Revolving Commitment Termination Date” means the earliest to occur of (i) July 2, 2015, (ii) the date the Extended Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b), and (iii) the date of the termination of the Extended Revolving Commitments pursuant to Section 8.1.

“Extended Revolving Exposure” means, with respect to any Extended Revolving Lender as of any date of determination, (i) prior to the termination of the Extended Revolving Commitments, that Lender’s Extended Revolving Commitment; and (ii) after the termination of the Extended Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Extended Revolving Loans of that Lender and (b) the aggregate amount of all participations by that Extended Revolving Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

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“Extended Revolving Lender” means a Lender with an Extended Revolving Commitment or, if the Extended Revolving Commitments have terminated or expired, a Lender with Extended Revolving Exposure.

“Extended Revolving Loan Note” means a promissory note in the form of Exhibit B-8, as it may be amended, supplemented or otherwise modified from time to time.

“Extended Revolving Loans” means a Loan made by an Extended Revolving Lender pursuant to its Extended Revolving Commitment (which, for the avoidance of doubt, shall include all PIK Interest that has been added thereto as provided in Section 2.8(h)).

“Fair Share Contribution Amount” as defined in Section 7.2.

“Fair Share” as defined in Section 7.2.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to a whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Financial Covenant Holiday” means the period beginning with the Test Period ending on June 30, 2014 through and including the Test Period ending on June 30, 2015.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Lien permitted pursuant to Section 6.1.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on June 30 of each calendar year, subject to Section 6.11.

“Forecasts” as defined in Section 4.5(c).

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funded Debt” means all Indebtedness of Holdings and its Subsidiaries on a consolidated basis for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

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“Funding Default” as defined in Section 2.22.

“Funding Guarantors” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grantor” as defined in the Pledge and Security Agreement.

“GSCP” as defined in the preamble hereto.

“GSLP” means Goldman Sachs Lending Partners LLC.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien);

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provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor Subsidiary” means each Guarantor other than Holdings and Education Management.

“Guarantors” means each of Education Management, Holdings, Company (in the case of Obligations of the Designated Subsidiary Borrowers) and each other Domestic Subsidiary of Holdings (other than Excluded Subsidiaries and the relevant Designated Subsidiary Borrower in the case of its Obligations).

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Holdings and its Subsidiaries, for the immediately preceding three Fiscal Years, consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Holdings and its Subsidiaries as at the most recently ended Fiscal

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Quarter, consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six- or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer or treasurer of Company that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Holdings” as defined in the preamble hereto.

“Holdings Restricted Payments Election” as defined in Section 6.6(c).

“Incentive Fee” as defined in Section 2.11(a).

“Included Domestic Subsidiary” means a Domestic Subsidiary that is not an Excluded Subsidiary.

“Increased Amount Date” as defined in Section 2.24.

“Increased-Cost Lenders” as defined in Section 2.23.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Agreement;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

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(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all Indebtedness of a Credit Party having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

“Indemnitee” as defined in Section 10.3.

“IPO Net Cash Proceeds” means the Net Cash Proceeds of the initial public offering of the common stock of Education Management consummated on October 7, 2009 which have been contributed to Holdings or Company.

“Installment” as defined in Section 2.12.

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“Intercompany Note” means a global promissory note substantially in the form of Exhibit K evidencing Indebtedness owed among the Credit Parties.

“Interest Coverage Ratio” means, with respect to Holdings and its Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of Holdings for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means with respect to (i) any Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date, and the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months (or nine- or twelve-months if available to all Lenders), as selected by a Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of any Class of Revolving Loans shall extend beyond such Class’s Revolving Commitment Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other

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debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made to a Credit Party in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

“Issuing Bank” shall mean, as the context may require, any or each of (a) BNPP as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, with respect to Letters of Credit issued by BNPP, (b) Bank of America as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, with respect to Letters of Credit issued by Bank of America, (c) JPMorgan Chase as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, with respect to Letters of Credit issued by JPMorgan Chase, (d) PNC as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, with respect to Letters of Credit issued by PNC and (e) any other financial institution that has or may become an Issuing Bank pursuant to Section 2.4(h), with respect to Letters of Credit issued by such financial institution and its successors and assigns in such capacity.

“Joinder Agreement” means an agreement substantially in the form of Exhibit L.

“JPMorgan” means J.P. Morgan Securities Inc.

“JPMorgan Chase” means JPMorgan Chase Bank, N.A.

“Junior Financing” as defined in Section 6.12.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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“Lender” means each financial institution with a Term Loan, Revolving Commitment or a Term Loan Commitment on the Amendment Agreement Effective Date, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

“Lender Consent Letters” means the lender consent letters authorizing the amendment and restatement of the Original Credit Agreement and, in the case of any Continuing Lender, the conversion of all of the Original Term Loans held by such Lender to a Tranche C Term Loan.

“Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a Swap Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Swap Agreement, ceases to be a Lender).

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Sublimit” means the aggregate unused amount of the Revolving Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by an Issuing Bank and not theretofore reimbursed by or on behalf of Borrowers.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means a Tranche C-2 Cash Pay Term Loan, a Tranche C-2 PIK Term Loan, a Tranche C-3 Cash Pay Term Loan, a Tranche C-3 PIK Term Loan, a Non-Extended Revolving Loan, an Extended Revolving Loan and an Other New Term Loan.

“Management Stockholders” means the members of management of Company or its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Education Management and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of

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any Borrower or the Credit Parties (taken as a whole) to perform their respective payment obligations under any Credit Document to which any Borrower or any of the Credit Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Credit Document.

“Material Real Estate Asset’’ means any fee interest owned by any Credit Party in any real property having a fair market value in excess of $2,500,000 as of the date of the acquisition thereof.

“Merger” means the merger of EM Corporation Acquisition with and into Education Management pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated as of March 3, 2006 between Education Management and EM Acquisition Corporation.

“Moody’s” means Moody’s Investor Services, Inc.

“Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Credit Parties in favor or for the benefit of Administrative Agent on behalf of the Lenders substantially in the form of Exhibit I (with such changes as may be customary to account for local Law matters), and any other mortgages executed and delivered pursuant to Section 5.13.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (a) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Asset Sale, minus (b) any bona fide direct costs incurred in connection with such Asset Sale, including (i) income or gains taxes payable by the seller (or a direct or indirect parent of such seller) as a result of any gain recognized in connection with such Asset Sale, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (iii) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale.

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“Net Cash Proceeds” means, (a) with respect to any Asset Sale, the Net Asset Sale Proceeds, (b) with respect to any Casualty Event, the Net Insurance/Condemnation Proceeds, and (c) with respect to any issuance of Equity Interests or any incurrence of Indebtedness, the cash proceeds from such issuance or incurrence, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any cash payments or proceeds received by Holdings or any of its Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder or (ii) as a result of the taking of any assets of Holdings or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof, and (ii) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (a)(ii) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

“New Revolving Loan Commitments” as defined in Section 2.24.

“New Revolving Loan Lender” as defined in Section 2.24.

“New Revolving Loans” as defined in Section 2.24.

“New Senior Notes” means Company’s Senior PIK Toggle Notes due 2018.

“New Senior Notes Indenture” means the Indenture for the New Senior Notes, dated as of September 5, 2014.

“New Term Loan Commitments” as defined in Section 2.24.

“New Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such Lender.

“New Term Loan Lender” as defined in Section 2.24.

“New Term Loan Maturity Date” means the date that Other New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.

“New Term Loans” as defined in Section 2.24; for the avoidance of doubt, New Term Loans include the Tranche C-3 Term Loans.

“Non-Extended Revolving Commitment” means the commitment of a Non-Extended Revolving Lender to make or otherwise fund any Non-Extended Revolving Loan and to acquire participations in Letters of Credit, and “Non-Extended Revolving Commitments”

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means such commitments of all Non-Extended Revolving Lenders in the aggregate. The amount of each Non-Extended Revolving Lender’s Non-Extended Revolving Commitment is set forth on Appendix A-2 under the caption “Non-Extended Revolving Commitment” or in the applicable Assignment Agreement or Joinder Agreement, as applicable, subject to any adjustment or reduction pursuant to the terms and conditions hereof.

“Non-Extended Revolving Commitment Period” means the period from the Closing Date to but excluding the Non-Extended Revolving Commitment Termination Date.

“Non-Extended Revolving Commitment Termination Date” means the earliest to occur of (i) the ninth anniversary of the Closing Date, (ii) the date the Non-Extended Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b), and (iii) the date of the termination of the Non-Extended Revolving Commitments pursuant to Section 8.1; provided, however, that such date shall become March 1, 2014 if all the Senior Notes are not repaid in full or extended, renewed or refinanced with a Permitted Refinancing pursuant to Section 6.3(r) on or prior to March 1, 2014, which Permitted Refinancing will not mature or require any scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the tenth anniversary of the Closing Date.

“Non-Extended Revolving Exposure” means, with respect to any Non-Extended Revolving Lender as of any date of determination, (i) prior to the termination of the Non-Extended Revolving Commitments, that Lender’s Non-Extended Revolving Commitment; and (ii) after the termination of the Non-Extended Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Non-Extended Revolving Loans of that Lender and (b) the aggregate amount of all participations by that Non-Extended Revolving Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

“Non-Extended Revolving Lender” means a Lender with a Non-Extended Revolving Commitment or, if the Non-Extended Revolving Commitments have terminated or expired, a Lender with Non-Extended Revolving Exposure.

“Non-Extended Revolving Loan Note” means a promissory note in the form of Exhibit B-5, as it may be amended, supplemented or otherwise modified from time to time.

“Non-Extended Revolving Loans” means a Loan made by a Non-Extended Revolving Lender pursuant to its Non-Extended Revolving Commitment.

“Non-Priority Lender” means each Lender to the extent of the Non-Priority Obligations owing to such Lender.

“Non-Priority Lender Counterparty” means each Lender Counterparty that, at the time of determination, has not become a party to the RSA.

“Non-Priority Letter of Credit Obligations” means all debts, liabilities, obligations, covenants and duties of any Credit Party and its Subsidiaries arising under any Credit Document or otherwise, with respect to any Letter of Credit and owing to a Non-Extended Revolving Lender.

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“Non-Priority Loan” means a Loan that is not a Priority Loan.

“Non-Priority Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party and its Subsidiaries arising under any Credit Document or otherwise, with respect to any Non-Priority Loan and all Non-Priority Letter of Credit Obligations, in each case whether absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) obligations of any Credit Party and its Subsidiaries arising under any Swap Agreement with a Non-Priority Lender Counterparty. Without limiting the generality of the foregoing, the Non-Priority Obligations of the Credit Parties under the Credit Documents (and of their Subsidiaries to the extent they have obligations under the Credit Documents) include (i) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, indemnities and other amounts payable by any Credit Party or its Subsidiaries under any Credit Document, but solely in the case of this clause (i), to the extent such obligation relates to or arise from Non-Priority Loans, Non-Priority Letter of Credit Obligations or obligations of any Credit Party and its Subsidiaries arising under any Swap Agreement with a Non-Priority Lender Counterparty and (ii) the obligation of any Credit Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Non-Priority Lender, in its sole discretion, may elect to pay or advance on behalf of such Credit Party or such Subsidiary.

“Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Non-US Lender” as defined in Section 2.20(c).

“Note” means a Tranche C-2 Term Loan Note, a Tranche C-2 PIK Term Loan Note, a Tranche C-3 Term Loan Note, a Tranche C-3 PIK Term Loan Note, a Non-Extended Revolving Loan Note or an Extended Revolving Loan Note.

“Notice” means a Funding Notice, an Issuance Notice or a Conversion/Continuation Notice.

“Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event or of Consolidated Excess Cash Flow, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.14, and (b) was not previously applied in determining the permissibility of a transaction under the Credit Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose (including without limitation, (i) Investments pursuant to Section 6.2, (ii) Restricted Payments to Holdings pursuant to Section 6.6 (or loans or advances to Holdings in lieu thereof pursuant to Section 6.2(m)), (iii) prepayments, repurchases or redemptions of any Junior Financing pursuant to Section 6.12) and (iv) Capital Expenditures pursuant to Section 6.15). Company shall promptly notify Administrative Agent of any application of such amount as contemplated by (b) above.

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“NPL” means the National Priorities List under CERCLA.

“Obligations” means the Priority Obligations and the Non-Priority Obligations.

“Obligee Guarantor” as defined in Section 7.7.

“Old Notes” means the Old Senior Notes and the Old Senior Subordinated Notes.

“Old Senior Notes” means the $375,000,000 in aggregate principal amount of Company’s 8.75% senior unsecured notes due 2014 issued pursuant to the Indenture, dated as of June 1, 2006.

“Old Senior Subordinated Notes” means the $385,000,000 in aggregate principal amount of Company’s 10.25% senior subordinated notes due 2016 issued pursuant to the Old Senior Subordinated Notes Indenture.

“Old Senior Subordinated Notes Indenture” means the Indenture for the Old Senior Subordinated Notes, dated as of June 1, 2006.

“Original Credit Agreement” has the meaning provided in the recitals to this Agreement.

“Original Lenders” has the meaning provided in the recitals to this Agreement.

“Original Sections 3.1(g) and 3.1(h)” mean Sections 3.1(g) and 3.1(h) of the Original Credit Agreement, which Sections are set forth in Annex C hereto.

“Original Term Loans” has the meaning provided in the Existing ARCA.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other New Term Loan Commitments” means New Term Loan Commitments other than the Tranche C-3 Term Loan Commitments.

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“Other New Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Other New Term Loans of such Lender.

“Other New Term Loans” means New Term Loans other than the Tranche C-3 Term Loans.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Credit Party or any ERISA Affiliate or to which any Credit Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Perfection Certificate” means a certificate in form satisfactory to Collateral Agent that provides information relating to UCC filings of each Credit Party.

“Permitted Acquisition” means any acquisition by Company or any of its wholly owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, 90% or more of the Equity Interests in or a business line or unit or a division of, any Person; provided,

(i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii) in the case of the acquisition of Equity Interests, 90% or more of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law not to exceed 5% of the outstanding Equity Interests) acquired or otherwise issued by such Person or any newly formed Subsidiary of Company in connection with such acquisition shall be owned by Company or a Guarantor Subsidiary thereof (any such Person or newly formed Subsidiary that is not Wholly Owned by Company after such acquisition is referred to as an “Acquired Non-Wholly-Owned Subsidiary”), and Company shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Company, each of the actions set forth in Sections 5.12 and/or 5.13, as applicable;

(iv) Holdings and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.10 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.10(c));

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(v) Company shall have delivered to Administrative Agent (A) on or prior to the date such proposed acquisition is consummated, (1) a Compliance Certificate evidencing compliance with Section 6.10 as required under clause (iv) above and (2) with respect to any acquisition with consideration exceeding $15,000,000, all other relevant financial information with respect to such acquired assets to the extent available to the Credit Parties, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.10 and (B) promptly upon request by Administrative Agent, a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent); and

(vi) any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Company and/or its Subsidiaries are engaged as of the Closing Date.

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings to the extent permitted hereunder.

“Permitted Holdings Debt” as defined in Section 6.3(p).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.3(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.3(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 6.3(b), 6.3(r) or 6.12(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Credit Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness,

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together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless Administrative Agent notifies Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“PIK Interest” as defined in Section 2.8(h).

“PIK Loans” means (a) Extended Revolving Loans and (b) PIK Term Loans.

“PIK Period” means (x) with respect to PIK Term Loans, the period beginning on the Amendment Agreement Effective Date up to and including the earlier of (1) the occurrence of any Event of Default (other than pursuant to Section 8.1(b) hereof in respect of a breach of the affirmative covenant in Section 5.16 hereof) and notice from the Administrative Agent or the applicable Lenders that Lenders holding in excess of 66-2/3% of the aggregate Tranche C-2 PIK Term Loans and Tranche C-2 PIK Term Loan have elected to terminate the PIK Period and (2) June 30, 2015 and (y) with respect to Extended Revolving Loans, the period beginning on October 1, 2014 up to and including the earlier of (1) the occurrence of an Event of Default (other than pursuant to Section 8.1(b) hereof in respect of a breach of the affirmative covenant in Section 5.16 hereof) and notice from the Administrative Agent or the applicable Lenders that Lenders holding in excess of 66-2/3% of the Extended Revolving Commitments have elected to terminate the PIK Period and (2) June 30, 2015.

“PIK Term Loans” means (a) Tranche C-2 PIK Term Loans and (b) Tranche C-3 PIK Term Loans.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Credit Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge and Security Agreement” means the Pledge and Security Agreement dated as of June 1, 2006 among the Grantors party thereto and the Collateral Agent, as it may be amended, supplemented or otherwise modified from time to time.

“PNC” means PNC Bank, National Association.

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“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Administrative Agent and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Company, Administrative Agent and each Lender.

“Priority Lender” means each Lender to the extent of the Priority Obligations owing to such Lender.

“Priority Lender Counterparty” means each Lender Counterparty that, at the time of determination, has become a party to the RSA.

“Priority Letter of Credit Obligations” means all debts, liabilities, obligations, covenants and duties of any Credit Party and its Subsidiaries arising under any Credit Document or otherwise, with respect to any Letter of Credit and owing to an Extended Revolving Lender.

“Priority Loan” means (a) any Tranche C-2 PIK Term Loan, (b) any Tranche C-3 PIK Term Loan, (c) any Other New Term Loan, (d) any Extended Revolving Loan and (e) any New Revolving Loan.

“Priority Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party and its Subsidiaries arising under any Credit Document or otherwise, with respect to any Priority Loan and all Priority Letter of Credit Obligations, in each case whether absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) obligations of any Credit Party and its Subsidiaries arising under any Swap Agreement with a Priority Lender Counterparty and (c) Cash Management Obligations. Without limiting the generality of the foregoing, the Priority Obligations of the Credit Parties under the Credit Documents (and of their Subsidiaries to the extent they have obligations under the Credit Documents) include (i) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, indemnities and other amounts payable by any Credit Party or its Subsidiaries under any Credit Document, but solely in the case of this clause (i), to the extent such obligation relates to or arises from Priority Loans, Priority Letter of Credit Obligations, obligations of any Credit Party and its Subsidiaries arising under any Swap Agreement with a Priority Lender Counterparty or Cash Management Obligations, and (ii) the obligation of any Credit Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Priority Lender, in its sole discretion, may elect to pay or advance on behalf of such Credit Party or such Subsidiary.

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“Pro Forma Balance Sheet” as defined in Section 4.5(a)(ii).

“Pro Forma Financial Statements” as defined in Section 4.5(a)(ii).

“Projections” as defined in Section 5.1(c).

“Pro Rata Share” means: (a) with respect to all payments, computations and other matters relating to the Tranche C-2 Cash Pay Term Loan of any Lender, the percentage obtained by dividing (i) the Tranche C-2 Cash Pay Term Loan Exposure of that Lender by (ii) the aggregate Tranche C-2 Cash Pay Term Loan Exposure of all Lenders; (b) with respect to all payments, computations and other matters relating to the Tranche C-2 PIK Term Loan of any Lender, the percentage obtained by dividing (i) the Tranche C-2 PIK Term Loan Exposure of that Lender by (ii) the aggregate Tranche C-2 PIK Term Loan Exposure of all Lenders; (c) with respect to all payments, computations and other matters relating to the Tranche C-3 Cash Pay Term Loan of any Lender, the percentage obtained by dividing (i) the Tranche C-3 Cash Pay Term Loan Exposure of that Lender by (ii) the aggregate Tranche C-3 Cash Pay Term Loan Exposure of all Lenders; (d) with respect to all payments, computations and other matters relating to the Tranche C-3 PIK Term Loan of any Lender, the percentage obtained by dividing (i) the Tranche C-3 PIK Term Loan Exposure of that Lender by (ii) the aggregate Tranche C-3 PIK Term Loan Exposure of all Lenders; (e) subject to clause (f) below, with respect to all payments, computations and other matters (including the matters in Section 2.5 and Section 9.6) relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Revolving Lender, the percentage obtained by dividing (i) the Revolving Exposure of that Lender by (ii) the aggregate Revolving Exposure of all Lenders; (f) with respect to matters in Section 2.11, Section 2.16 and Section 2.22 relating to a Class of Revolving Commitments or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Revolving Lender on account of such Class, (i) in the case of the Non-Extended Revolving Commitment or Non-Extended Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Non-Extended Revolving Lender, the percentage obtained by dividing (A) the Non-Extended Revolving Exposure of that Lender by (B) the aggregate Non-Extended Revolving Exposure of all Lenders and (ii) in the case of the Extended Revolving Commitment or Extended Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Extended Revolving Lender, the percentage obtained by dividing (A) the Extended Revolving Exposure of that Lender by (B) the aggregate Extended Revolving Exposure of all Lenders; and (g) with respect to all payments, computations, and other matters relating to Other New Term Loan Commitments or Other New Term Loans of a particular Series, the percentage obtained by dividing (i) the Other New Term Loan Exposure of that Lender with respect to that Series by (ii) the aggregate Other New Term Loan Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Tranche C-2 Term Loan Exposure, the Tranche C-3 Term Loan Exposure, the Revolving Exposure and the Other New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Tranche C-2 Term Loan Exposure, the aggregate Tranche C-3 Term Loan Exposure, the aggregate Revolving Exposure and the aggregate Other New Term Loan Exposure of all Lenders.

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“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Non-Wholly-Owned Subsidiary” means (a) any Acquired Non-Wholly-Owned Subsidiary (as defined in clause (iii) of the definition of “Permitted Acquisitions”), provided that (i) such Subsidiary is acquired after the Closing Date in accordance with Section 6.2(i) and (ii) Company and its Wholly Owned Subsidiaries own no less than the percentage of the outstanding Equity Interests of such Subsidiary owned by them on the date such Subsidiary is acquired pursuant to Section 6.2(i) and (b) any Subsidiary that is formed by Company or any of its Subsidiaries after the Closing Date, provided that (i) Company and its Wholly Owned Subsidiaries own at least 90% of the outstanding Equity Interests of such Subsidiary (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law not to exceed 5% of the outstanding Equity Interests of such Subsidiary) and (ii) such Subsidiary is not formed in connection with, or used in, the acquisition (whether by purchase, merger or otherwise) of all or substantially all of the assets of, 90% or more of the Equity Interests in or a business line or unit or a division of, any Person.

“Qualified Subsidiary” means any Subsidiary of Company (other than any Excluded Subsidiary) that satisfies the following criteria: (a) the jurisdiction of organization or incorporation of such Subsidiary is the United States of America (or any State thereof or the District of Columbia) and (b) such Subsidiary is a wholly owned Subsidiary of Company.

“Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Register” as defined in Section 2.7(b).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“Reimbursement Date” as defined in Section 2.4(d).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Lender” as defined in Section 2.23.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Required Prepayment Date” as defined in Section 2.15(c).

“Requisite Lenders” means one or more Lenders having or holding Tranche C-2 Term Loan Exposure, Tranche C-3 Term Loan Exposure, Other New Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Tranche C-2 Term Loan Exposure of all Lenders, (ii) the aggregate Tranche C-3 Term Loan Exposure of all Lenders, (iii) the aggregate Revolving Exposure of all Lenders and (iv) the aggregate Other New Term Loan Exposure of all Lenders; provided that the Tranche C-2 Term Loan Exposure, Tranche C-3 Term Loan Exposure, Other New Term Loan Exposure and Revolving Exposure of, and the portion of the aggregate Tranche C-2 Term Loan Exposure, aggregate Tranche C-3 Term Loan Exposure, aggregate Other New Term Loan Exposure and aggregate Revolving Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Credit Party. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in Holdings, Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or Company’s stockholders, partners or members (or the equivalent Persons thereof).

“Revolving Commitment” means (a) prior to the Amendment Agreement Effective Date, the Revolving Commitment as defined in the Existing ARCA and (b) on or after the Amendment Agreement Effective Date, the commitment of a Lender to make or otherwise fund a Non-Extended Revolving Loan or an Extended Revolving Loan and to acquire participations in Letters of Credit and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The aggregate amount of the Revolving Commitments as of the Amendment Agreement Effective Date is $328,312,500.

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“Revolving Commitment Period” means the Non-Extended Revolving Commitment Period or the Extended Revolving Commitment Period.

“Revolving Commitment Termination Date” means the Non-Extended Revolving Commitment Termination Date and the Extended Revolving Commitment Termination Date.

“Revolving Exposure” means, with respect to any Non-Extended Revolving Lender, the Non-Extended Revolving Exposure, and with respect to any Extended Revolving Lender, the Extended Revolving Exposure.

“Revolving Lender” means any Non-Extended Revolving Lender or Extended Revolving Lender.

“Revolving Loan” means (a) prior to the Amendment Agreement Effective Date, a Revolving Loan as defined in the Existing ARCA and (b) on or after the Amendment Agreement Effective Date, a Non-Extended Revolving Loan and an Extended Revolving Loan.

“Revolving Percentage” means, with respect to any Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment.

“Rollover Amount” as defined in Section 6.15(b).

“RSA” means that certain Restructuring Support Agreement, dated on or about the Amendment Agreement Effective Date.

“Sarasota Property” means the real property owned by MCM University Plaza, Inc. in Sarasota County, Florida.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second ARCA Effective Date” has the meaning assigned to that term in that certain Amendment and Restatement Agreement, dated as of December 7, 2010.

“Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

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“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Notes” means the Existing Senior Notes and New Senior Notes.

“Senior Notes Documentation” means the Senior Notes, and all documents executed and delivered with respect to the Senior Notes, including the Existing Senior Notes Indenture and the New Senior Notes Indenture.

“Series” as defined in Section 2.24.

“Settlement Service” as defined in Section 10.6(d).

“Solvency Certificate” means a Solvency Certificate of the chief financial officer or treasurer of Holdings substantially in the form of Exhibit G-2.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Sponsors” means Goldman Sachs Capital Partners, Providence Equity Partners Inc., Leeds Equity Partners, and their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing or any Affiliates that are not managed by the Merchant Banking Division of Goldman, Sachs & Co.

“Sponsor Management Agreement” means the Management Agreement between certain of the management companies associated with the Sponsors and Company.

“Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

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“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Holdings.

“Successor Company” as defined in Section 6.4(d).

“Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender).

“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding imposed by any Governmental Authority; provided, “Tax on the overall net income” of a Person shall mean a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender,

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its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

“Term Loan” means a Tranche C-2 Cash Pay Term Loan, a Tranche C-2 PIK Term Loan, a Tranche C-3 Cash Pay Term Loan, a Tranche C-3 PIK Term Loan and an Other New Term Loan.

“Term Loan Commitment” means the Tranche C-2 PIK Term Loan Commitment, the Tranche C-3 PIK Term Loan Commitment or the New Term Loan Commitment of a Lender, and “Term Loan Commitments” means such commitments of all Lenders.

“Term Loan Maturity Date” means the Tranche C-2 Term Loan Maturity Date, the Tranche C-3 Term Loan Maturity Date and the New Term Loan Maturity Date of any Series of Other New Term Loans.

“Terminated Lender” as defined in Section 2.23.

“Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of Company then last ended.

“Threshold Amount” means $50,000,000.

“Title Company” as defined in Original Section 3.1(g).

“Title Policy” as defined in Original Section 3.1(g).

“Total Assets” means the total assets of Company and its Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of Company or such other Person as may be expressly stated.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of reimbursing an Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied) and (ii) the Letter of Credit Usage.

“Tranche C Term Loans” as defined in the Existing ARCA.

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“Tranche C-2 Cash Pay Term Loan” means a Loan made pursuant to Section 2.1(b)(ii).

“Tranche C-2 Cash Pay Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche C-2 Cash Pay Term Loans of such Lender.

“Tranche C-2 PIK Term Loan” means a Loan made pursuant to Section 2.1(b)(i), together with all PIK Interest that has been added thereto as provided in Section 2.8(h).

“Tranche C-2 PIK Term Loan Commitment” means, with respect to any Lender party to the Amendment Agreement that, as of the Amendment Agreement Effective Date, holds Tranche C-2 Term Loans, the commitment of such Lender to convert its Tranche C-2 Term Loans to Tranche C-2 PIK Term Loans on the Amendment Agreement Effective Date pursuant to the terms of the Amendment Agreement.

“Tranche C-2 PIK Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche C-2 PIK Term Loans of such Lender.

“Tranche C-2 Term Loan” means (a) prior to the Amendment Agreement Effective Date, Tranche C-2 Term Loan as defined in the Existing ARCA and (b) on or after the Amendment Agreement Effective Date, a Tranche C-2 Cash Pay Term Loan and a Tranche C-2 PIK Term Loan.

“Tranche C-2 Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche C-2 Term Loans of such Lender.

“Tranche C-2 Term Loan Maturity Date” means the earlier of (i) the tenth anniversary of the Closing Date, and (ii) the date that all Tranche C-2 Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise; provided, however, that such date shall become March 1, 2014 if all the Senior Notes are not repaid in full or extended, renewed or refinanced with a Permitted Refinancing pursuant to Section 6.3(r) on or prior to March 1, 2014, which Permitted Refinancing will not mature or require any scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the tenth anniversary of the Closing Date.

“Tranche C-2 Term Loan Note” means (a) with respect to a Tranche C-2 Cash Pay Term Loan, a promissory note in the form of Exhibit B-4, as it may be amended, supplemented or otherwise modified from time to time and (b) with respect to a Tranche C-2 PIK Term Loan, a promissory note in the form of Exhibit B-6, as it may be amended, supplemented or otherwise modified from time to time.

“Tranche C-3 Cash Pay Term Loan” means a Loan made pursuant to Section 2.1(c)(ii).

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“Tranche C-3 Cash Pay Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche C-3 Cash Pay Term Loans of such Lender.

“Tranche C-3 PIK Term Loan” means a Loan made pursuant to Section 2.1(c)(i), together with all PIK Interest that has been added thereto as provided in Section 2.8(h).

“Tranche C-3 PIK Term Loan Commitment” means, with respect to any Lender party to the Amendment Agreement that, as of the Amendment Agreement Effective Date, holds Tranche C-3 Term Loans, the commitment of such Lender to convert its Tranche C-3 Term Loans to Tranche C-3 PIK Term Loans on the Amendment Agreement Effective Date pursuant to the terms of the Amendment Agreement.

“Tranche C-3 PIK Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche C-3 PIK Term Loans of such Lender.

“Tranche C-3 Term Loan” means (a) prior to the Amendment Agreement Effective Date, the New Term Loans issued pursuant to the Tranche C-3 Term Loan Joinder Agreement and (b) on or after the Amendment Agreement Effective Date, a Tranche C-3 Cash Pay Term Loan and a Tranche C-3 PIK Term Loan (it being understood, for the avoidance of doubt, that on or after the Amendment Agreement Effective Date, Tranche C-3 Cash Pay Term Loans and Tranche C-3 PIK Term Loans shall each constitute New Term Loans).

“Tranche C-3 Term Loan Commitment” means the commitment of each Tranche C-3 Term Loan Lender, as defined in and pursuant to the Tranche C-3 Term Loan Joinder Agreement.

“Tranche C-3 Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche C-3 Term Loans of such Lender.

“Tranche C-3 Term Loan Joinder Agreement” means that certain Joinder Agreement, dated as of March 30, 2012, providing for the issuance of the Tranche C-3 Term Loans.

“Tranche C-3 Term Loan Maturity Date” means the earlier of (a) the sixth anniversary of the Effective Date (as defined in the Tranche C-3 Term Loan Joinder Agreement), and (b) the date that all Tranche C-3 Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Tranche C-3 Term Loan Note” means (a) with respect to a Tranche C-3 Cash Pay Term Loan, a promissory note in the form of Exhibit B-9, as it may be amended, supplemented or otherwise modified from time to time and (b) with respect to a Tranche C-3 PIK Term Loan, a promissory note in the form of Exhibit B-7, as it may be amended, supplemented or otherwise modified from time to time.

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“Transaction” means, collectively, (a) the Equity Contributions, (b) the Merger, (c) the issuance of the Old Notes, (d) the funding of the Original Term Loans on the Closing Date, (e) the consummation of any other transactions in connection with the foregoing, and (f) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transaction Documents” means the Merger Agreement and all other material documents, instruments and certificates contemplated by the Merger Agreement.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, Company or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby.

“Type of Loan” means with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unrestricted Cash and Cash Equivalents” means the aggregate amount of cash and Cash Equivalents held in accounts on the consolidated balance sheet of a Person to the extent that the use of such cash or Cash Equivalents for application to payment of the Obligations or other Indebtedness is not prohibited by law or any contract to which such Person is a party and such cash and Cash Equivalents is free and clear of all Liens (other than Liens in favor of the Collateral Agent, nonconsensual Liens permitted by Section 6.1 and Liens permitted by Section 6.1(s) and clauses (i) and (ii) of Section 6.1(t)).

“U.S. Bank” as defined in the preamble hereto.

“Waivable Mandatory Prepayment” as defined in Section 2.15(c).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly Owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

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1.2. Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Holdings to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation, except as otherwise specifically prescribed herein. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Company or the Requisite Lenders shall so request, the Lenders, Administrative Agent and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein. Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

1.3. Interpretation, etc.

Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS AND LETTERS OF CREDIT

2.1. Term Loans.

(a) [Reserved].

(b) Tranche C-2 Term Loans.

(i) Subject to the terms and conditions set forth herein and in the Amendment Agreement, each Lender party to the Amendment Agreement has severally agreed to convert all of its existing Tranche C-2 Term Loans, if any, into, and such Indebtedness shall remain outstanding hereunder as, a Tranche C-2 PIK Term Loan on and after the Amendment Agreement Effective Date in a principal amount (by Type of Loan) equal to such Lender’s Tranche C-2 Term Loans.

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(ii) Any outstanding Tranche C-2 Term Loans not converted in accordance with clause (i) above shall remain outstanding as Tranche C-2 Cash Pay Term Loans on and after the Amendment Agreement Effective Date.

(c) Tranche C-3 Term Loans.

(i) Subject to the terms and conditions set forth herein and in the Amendment Agreement, each Lender party to the Amendment Agreement has severally agreed to convert all of its existing Tranche C-3 Term Loans, if any, into, and such Indebtedness shall remain outstanding hereunder as, a Tranche C-3 PIK Term Loan on the Amendment Agreement Effective Date in a principal amount (by Type of Loan) equal to such Lender’s Tranche C-3 Term Loans.

(ii) Any outstanding Tranche C-3 Term Loans not converted in accordance with clause (i) above shall remain outstanding as Tranche C-3 Cash Pay Term Loans on and after the Amendment Agreement Effective Date.

Any Term Loans prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to (x) the Tranche C-2 Term Loans shall be paid in full no later than the Tranche C-2 Term Loan Maturity Date and (y) the Tranche C-3 Term Loans shall be paid in full no later than the Tranche C-3 Term Loan Maturity Date. The Tranche C-2 PIK Term Loan Commitment shall terminate immediately after the conversion of Tranche C-2 Term Loans into Tranche C-2 PIK Term Loans on the Amendment Agreement Effective Date. The Tranche C-3 PIK Term Loan Commitment shall terminate immediately after the conversion of Tranche C-3 Term Loans into Tranche C-3 PIK Term Loans on the Amendment Agreement Effective Date.

2.2. Revolving Loans.

(a) Revolving Commitments. During the Revolving Commitment Period applicable to any Lender’s Revolving Commitment, subject to the terms and conditions hereof, such Lender severally agrees to make Revolving Loans to Borrowers in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. All Revolving Loans will be made by all Revolving Lenders (including both Non-Extended Revolving Lenders and Extended Revolving Lenders) in accordance with their Revolving Percentages until the Non-Extended Revolving Commitment Termination Date; thereafter, all Revolving Loans will be made by the Extended Revolving Lenders in accordance with their Revolving Percentages until the Extended Revolving Commitment Termination Date. Each Lender’s Non-Extended Revolving Commitment shall expire on the Non-Extended Revolving Commitment Termination Date and all Non-Extended Revolving Loans and all other amounts owed hereunder with respect to the Non-Extended Revolving Loans and the Non-Extended Revolving Commitments shall be paid in full no later than such date. Each Lender’s Extended Revolving Commitment shall expire on the Extended Revolving Commitment Termination Date and all Extended Revolving Loans and all other amounts owed hereunder with respect to the Extended Revolving Loans and the Extended Revolving Commitments shall be paid in full no later than such date.

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(b) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to Section 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) Whenever a Borrower desires that Lenders make Revolving Loans, such Borrower shall give notice to Administrative Agent, which may be given by telephone, no later than 12:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the relevant Borrower shall be bound to make a borrowing in accordance therewith. Each telephonic notice by a Borrower pursuant to this Section 2.2(b) must be confirmed promptly by delivery to Administrative Agent of a fully executed Funding Notice. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a Responsible Officer or other person authorized to borrow on behalf of such Borrower or for otherwise acting in good faith under this Section 2.2(b), and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice a Borrower shall have effected Loans hereunder.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Revolving Percentage thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness.

(iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to the relevant Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of such Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by such Borrower.

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(c) Outstanding Revolving Loans. All Revolving Loans outstanding immediately prior to the Amendment Agreement Effective Date shall remain outstanding hereunder on the terms set forth herein, provided, however, that:

(i) subject to the terms and conditions set forth herein and in the Amendment Agreement, each Revolving Lender party to the Amendment Agreement has severally agreed to convert all of its outstanding Revolving Loans, if any, into, and such Indebtedness shall remain outstanding hereunder as, Extended Revolving Loans on the Amendment Agreement Effective Date in a principal amount (by Type of Loan) equal to such Lender’s outstanding Revolving Loans.

(ii) any outstanding Revolving Loans not converted in accordance with clause (i) above shall remain outstanding as Non-Extended Revolving Loans on the Amendment Agreement Effective Date.

2.3. [Reserved].

2.4. Issuance of Letters of Credit and Purchase of Participations Therein.

(a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of a Borrower and its Subsidiaries in the aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding the Letter of Credit Sublimit; provided that (A) BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $175,000,000, and the issuance by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage is equal to or greater than $175,000,000 shall be at the sole discretion of BNPP as Issuing Bank (or its permitted successors and assigns in such capacity), (B) Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $100,000,000 and only at a time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000, and the issuance by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 shall be at the sole discretion of Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity), (C) JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $100,000,000 and only at a time when (1) Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted

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successors and assigns in such capacity) is equal to or greater than $175,000,000 and (2) Letter of Credit Usage with respect to Letters of Credit Issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000, and the issuance by JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $100,000,000 shall be at the sole discretion of JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) and (D) PNC as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $50,000,000 and only at a time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000, and the issuance by PNC as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by PNC as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $50,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 shall be at the sole discretion of PNC as Issuing Bank (or its permitted successors and assigns in such capacity); provided, further, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $25,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five (5) Business Days prior to the Extended Revolving Commitment Termination Date and (2) unless otherwise agreed by the Issuing Bank, the date which is one year from the date of issuance of such Letter of Credit. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension.

(b) Notice of Issuance. Whenever a Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least two Business Days, or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures.

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Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.4(e).

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Borrowers and Issuing Bank, Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrowers. Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrowers shall retain any and all rights they may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

(d) Reimbursement by Borrowers of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify the relevant Borrower and Administrative Agent, and such Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that such Borrower intends to reimburse Issuing Bank for the amount of

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such honored drawing with funds other than the proceeds of Revolving Loans, such Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, such Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Revolving Lenders from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrowers shall retain any and all rights they may have against any such Revolving Lender resulting from the failure of such Revolving Lender to make such Revolving Loans under this Section 2.4(d).

(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Revolving Percentage of the maximum amount which is or at any time may become available to be drawn thereunder (it being understood, for the avoidance of doubt, that any Extended Revolving Lender’s purchase of such a participation shall be attributable to such Lender’s Extended Revolving Commitment). In the event that Borrowers shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Revolving Percentage. Each Revolving Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Revolving Lender fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Revolving Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts

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payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Revolving Percentage of all payments subsequently received by Issuing Bank from Borrowers in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f) Obligations Absolute. The obligation of a Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which such Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against such Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between such Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

(g) Indemnification. Without duplication of any obligation of Borrowers under Section 10.2 or 10.3, in addition to amounts payable as provided herein, each Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit to such Borrower by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

(h) Additional Issuing Banks. Company may, at any time and from time to time with the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such financial institution, designate one or more additional financial institutions to act as an issuing bank under the terms of this Agreement, subject to reporting requirements

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reasonably satisfactory to the Administrative Agent with respect to issuances, amendments, extensions and terminations of Letters of Credit by such additional issuing bank, and with such other procedures and requirements with respect to the issuance of Letters of Credit that such additional issuing bank may reasonably require with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Any Lender designated as an issuing bank pursuant to this paragraph (h) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to such Lender.

(i) Mitigating Arrangements. Company agrees that, with respect to any Issuing Bank (other than BNPP), neither Company nor any of its Subsidiaries shall mitigate such Issuing Bank’s fronting risk with respect to any other Lender (the “Mitigating Arrangements”), unless Company shall have offered to mitigate BNPP’s risk, as Issuing Bank, on terms that are no less favorable to BNPP in respect of its fronting risk than the Mitigating Arrangements are in respect of such Issuing Bank’s fronting risk.

(j) [Reserved].

(k) Replacement of Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement shall become effective, Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(l) Outstanding Letters of Credit. All Letters of Credit outstanding immediately prior to the Amendment Agreement Effective Date shall remain outstanding hereunder on the terms set forth herein; provided, however, that pursuant to the terms of the Amendment Agreement, any Extended Revolving Lender’s purchase of a participation in or other obligations with respect to Letters of Credit outstanding immediately prior to the Amendment Agreement Effective Date and thereafter shall on the Amendment Agreement Effective Date and thereafter be attributable to such Lender’s Extended Revolving Commitment. Accordingly, with respect to any Extended Revolving Lender, obligations in respect of outstanding Letters of Credit shall be deemed Priority Letter of Credit Obligations.

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2.5. Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the relevant Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify the relevant Borrower and such Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that a Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds.

The proceeds of the Revolving Loans and Letters of Credit made after the Closing Date shall be applied by Borrowers for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings and its Subsidiaries. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of each Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect

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thereof. Any such recordation shall be conclusive and binding on each Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or any Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) on behalf of the Borrowers shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Non-Extended Revolving Commitments, Extended Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by any Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on each Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or any Borrower’s Obligations in respect of any Loan. Each Borrower hereby designates U.S. Bank to serve as such Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and each Borrower hereby agrees that, to the extent U.S. Bank serves in such capacity, U.S. Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Amendment Agreement Effective Date, or at any time thereafter, each relevant Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Amendment Agreement Effective Date (or, if such notice is delivered after the Amendment Agreement Effective Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Tranche C-2 Cash Pay Term Loan, Tranche C-2 PIK Term Loan, Tranche C-3 Cash Pay Term Loan, Tranche C-3 PIK Term Loan, Other New Term Loan, Non-Extended Revolving Loan or Extended Revolving Loan, as the case may be.

Any promissory note evidencing a Tranche C-2 Term Loan prior to the Amendment Agreement Effective Date may be exchanged, upon the request of the relevant Lender made through Administrative Agent and surrender of such promissory note to the relevant Borrower through Administrative Agent, for promissory notes evidencing the Tranche C-2 PIK Term Loans into which such Lender’s Tranche C-2 Term Loans were converted on the Amendment Agreement Effective Date. Any promissory note evidencing a Tranche C-3 Term Loan prior to the Amendment Agreement Effective Date may be exchanged, upon the request of the relevant Lender made through Administrative Agent and surrender of such promissory note to the relevant Borrower through Administrative Agent, for promissory notes evidencing the Tranche C-3 PIK Term Loans into which such Lender’s Tranche C-3 Term Loans were

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converted on the Amendment Agreement Effective Date. Any promissory note evidencing a Revolving Loan prior to the Amendment Agreement Effective Date may be exchanged, upon the request of the relevant Lender made through the Administrative Agent and surrender of such promissory note to the relevant Borrower through the Administrative Agent, for promissory notes evidencing the Extended Revolving Loans into which such Lender’s Revolving Loans were converted on the Amendment Agreement Effective Date.

2.8. Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof, (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin applicable to such Class of Loans, or (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin applicable to such Class of Loan.

(b) The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by the relevant Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time. In the event a Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event a Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to each Borrower and each Lender.

(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or,

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with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. Notwithstanding anything to the contrary contained herein, solely with respect to Extended Revolving Loans, the payment of interest accrued from the last Interest Payment Date prior to the Amendment Agreement Effective Date through, and payable on, September 30, 2014, is hereby waived by the Extended Revolving Lenders.

(f) Each Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of such Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, (A) if Issuing Bank is a Priority Lender, the rate of interest otherwise payable hereunder with respect to Extended Revolving Loans that are Base Rate Loans and (B) if Issuing Bank is a Non-Priority Lender, the rate of interest otherwise payable hereunder with respect to Non-Extended Revolving Loans that are Base Rate Loans, and (ii) thereafter, in each case, a rate which is 2% per annum in excess of the rate of interest otherwise payable under the immediately preceding clause (f)(i) of this Section.

(g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with

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respect to such honored drawing such Lender’s Revolving Percentage of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

(h) Notwithstanding anything to the contrary contained herein, interest payable in respect of PIK Loans during the PIK Period (and solely with respect to PIK Term Loans, irrespective of whether such interest accrues prior to or after the Amendment Agreement Effective Date) shall be payable “in kind” by capitalizing such interest in its entirety and thereby increasing the outstanding principal amount of the applicable PIK Loan on the applicable Interest Payment Date; provided that, in the case of any voluntary or mandatory prepayment of any Loan or payment on maturity, including final maturity, of any PIK Loan, any accrued but not yet capitalized interest thereon will be deemed to have been so capitalized immediately prior to the prepayment or maturity of such PIK Loan. Such paid-in-kind interest (“PIK Interest”) shall be deemed paid, and the principal amount of the PIK Loans as so increased shall be deemed “Loans” hereunder and under the other Credit Documents for all purposes and shall thereafter accrue interest in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained herein, no PIK Interest shall be paid in respect of any interest accrued from the last Interest Payment Date prior to the Amendment Agreement Effective Date through September 30, 2014 with respect to the Extended Revolving Loans.

2.9. Conversion/Continuation.

(a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrowers shall have the option:

(i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrowers shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan.

(b) The relevant Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the related Borrower shall be bound to effect a conversion or continuation in accordance therewith.

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2.10. Default Interest.

If any principal of or interest on any Loan or any fee or other amount payable by Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment (and including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand (x) in the case of overdue principal of any Loan, at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to such Loan and (y) in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans; provided, however, that upon an Event of Default pursuant to Section 8.1(n) and solely with respect to PIK Loans, the default rate of interest shall be equal to the sum of (i) the otherwise applicable rate determined in accordance with this Section 2.10 and (ii) 5.00% per annum. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Default or Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees.

(a) Borrowers agree to pay:

(i) to the Lenders having Non-Extended Revolving Exposure, commitment fees equal to (A) the average daily difference between (1) the Non-Extended Revolving Commitments and (2) the aggregate principal amount of (x) all outstanding Non-Extended Revolving Loans plus (y) the Letter of Credit Usage attributable to the Non-Extended Revolving Commitments, times (B) the Applicable Revolving Commitment Fee Percentage applicable to the Non-Extended Revolving Loans;

(ii) to the Lenders having Extended Revolving Exposure, commitment fees equal to (A) the average daily difference between (1) the Extended Revolving Commitments and (2) the aggregate principal amount of (x) all outstanding Extended Revolving Loans plus (y) the Letter of Credit Usage attributable to the Extended Revolving Commitments, times (B) the Applicable Revolving Commitment Fee Percentage applicable to the Extended Revolving Loans;

(iii) to Lenders having Non-Extended Revolving Exposure, letter of credit fees equal to (A) the Applicable Margin for Non-Extended Revolving Loans that are Eurodollar Rate Loans, times (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit attributable to the Non-Extended Revolving Commitments (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination);

(iv) to the Lenders having Extended Revolving Exposure, letter of credit fees equal to (A) the Applicable Margin for Extended Revolving Loans that are Eurodollar Rate Loans, times (B) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit attributable to the Extended Revolving Commitments (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination); and

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(v) on September 30, 2014, to the Extended Revolving Lenders, an incentive fee equal to $2.4 million (the “Incentive Fee”), which fee shall be paid to each such Extended Revolving Lender based on its pro rata share of the aggregate Revolving Commitments of all Revolving Lenders; provided, however, that any portion of the Incentive Fee not allocable to the Extended Revolving Lenders based on their respective pro rata share of the aggregate Revolving Commitments of all Revolving Lenders shall be retained by the Company.

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share of the applicable fees payable to each Class of Lenders.

(b) Borrowers agree to pay directly to Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to 0.125% per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on each Revolving Commitment Termination Date.

(d) In addition to any of the foregoing fees, Borrowers agree to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12. Scheduled Amortization of Term Loans.

(a) The principal amounts of the Tranche C-2 Term Loans and Tranche C-3 Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) on each March 31, June 30, September 30 and December 31 of each year (each, an “Installment Date”), commencing, in respect of the Tranche C-2 Term Loans, on December 31, 2010, and, in respect of the Tranche C-3 Term Loans, on June 30, 2012, in an aggregate amount of 0.25% of the aggregate principal amount of Term Loans that would have been outstanding on the Closing Date (assuming for this Section 2.12 only that Tranche C Term Loans, Tranche C-2 Term

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Loans and Tranche C-3 Term Loans were issued on June 1, 2006 in an amount equal to the Original Term Loans issued under the Original Credit Agreement and that all scheduled amortization payments prior to the Effective Date had been made), with the remaining balance due on the maturity date for such Term Loans; provided, in the event any Other New Term Loans are made, such Other New Term Loans shall be repaid on each Installment Date occurring on or after the applicable Increased Amount Date in an amount equal to (i) the aggregate principal amount of Other New Term Loans of the applicable Series of Other New Term Loans, times (ii) the ratio (expressed as a percentage) of (A) the amount of all other Term Loans being repaid on such Installment Date and (B) the total aggregate principal amount of all other Term Loans outstanding on such Increased Amount Date.

(b) Notwithstanding the foregoing, (w) during the PIK Period, such Installments shall not be payable with respect to PIK Term Loans; (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche C-2 Term Loans or the Tranche C-3 Term Loans, as applicable, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; (y) the Tranche C-2 Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Tranche C-2 Term Loan Maturity Date; and (z) the Tranche C-3 Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Tranche C-3 Term Loan Maturity Date.

2.13. Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments.

(i) Any time and from time to time:

(A) with respect to Base Rate Loans, Borrowers may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; and

(B) with respect to Eurodollar Rate Loans, Borrowers may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) All such prepayments shall be made:

(A) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

(B) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans,

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in each case given to Administrative Agent by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a). Notwithstanding the foregoing, during the PIK Period, none of the Credit Parties shall make a voluntary payment pursuant to this Section 2.13(a).

(b) Voluntary Commitment Reductions.

(i) Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Revolving Percentage thereof.

2.14. Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales. No later than three Business Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrowers shall prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds (x) within 365 days following receipt of such Net Asset Sale Proceeds or (y) if a Credit Party enters into a legally binding commitment to reinvest such Net Asset Sale Proceeds within 365 days following receipt thereof (and such commitment remains in effect), within 180 days of the date of such legally binding commitment, in assets useful to the business of Holdings and its Subsidiaries (such Net Asset Sale Proceeds so reinvested or committed to be reinvested, “Asset Sale Reinvestment Deferred Amount”).

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(b) Insurance/Condemnation Proceeds. No later than three Business Days following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrowers shall prepay the Term Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds (x) within 365 days following receipt of such Net Insurance/Condemnation Proceeds or (y) if a Credit Party enters into a legally binding commitment to reinvest such Net Insurance/Condemnation Proceeds within 365 days following receipt thereof (and such commitment remains in effect), within 180 days of the date of such legally binding commitment, in assets useful to the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof (such Net Insurance/Condemnation Proceeds so reinvested or committed to be reinvested, “Insurance/Condemnation Reinvestment Deferred Amount”).

(c) Issuance of Debt. No later than three Business Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.3), Borrowers shall prepay the Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds.

(d) Consolidated Excess Cash Flow. In the event that (x) there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending June 30, 2007 but excluding the Fiscal Year ending June 30, 2014) and (y) the Total Leverage Ratio as of the last day of such Fiscal Year (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.2(b) calculating the Total Leverage Ratio as of the last day of such Fiscal Year) shall be greater than 5:00:1, Borrowers shall, no later than ninety days after the end of such Fiscal Year, prepay the Term Loans in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans during such Fiscal Year (including repayments of Revolving Loans to the extent the Revolving Commitments are permanently reduced in connection with such repayments).

(e) Revolving Loans. Borrowers shall from time to time prepay the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(f) Letter of Credit Usage Exceeds Revolving Commitments. If for any reason at any time during the five Business Day period immediately preceding the Non-Extended Revolving Commitment Termination Date, the aggregate Revolving Exposure exceeds the aggregate Revolving Commitments of the Extended Revolving Lenders at such time, then the Borrowers shall promptly prepay or cause to be promptly prepaid Revolving Loans and/or cash collateralize Letters of Credit to the satisfaction of the applicable Issuing Bank in an aggregate amount necessary to eliminate such excess.

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(g) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(d), Company shall deliver to Administrative Agent a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Company shall subsequently determine that the actual amount received exceeded (an “excess”) or was less than (a “deficit”) the amount set forth in such certificate, (x) in the case of an excess, Company shall promptly make an additional prepayment of the Term Loans and (y) in the case of a deficit which resulted in an overpayment of the Term Loans, the amount of such overpayment shall be credited against the next Installment or Installments payable under Section 2.12, and in each case Company shall deliver to Administrative Agent a certificate of its Responsible Officer demonstrating the derivation of such excess or deficit, as the case may be.

2.15. Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Borrowers in the applicable notice of prepayment; provided that, in the event Borrowers fail to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows: first, to repay outstanding Revolving Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof; and second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining Installments of principal.

(b) Application of Mandatory Prepayments. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e), shall be applied to prepay the scheduled Installments of principal of Term Loans or Revolving Loans, as applicable, as directed by Company.

(c) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, in the event Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which Company is required to make such Waivable Mandatory Prepayment, Company shall notify Administrative Agent of the amount of such prepayment, the Classes of Term Loans to be repaid and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche C-2 Term Loan and/or Tranche C-3 Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment with respect to such Class and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Company and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Company and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Company shall pay to Administrative Agent an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, which shall be applied to prepay the Tranche C-2 Term Loans and Tranche C-3 Term Loans, as applicable, of such Lenders. Company shall be entitled to retain an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option, to be used for general business purposes.

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(d) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrowers pursuant to Section 2.18(c).

2.16. General Provisions Regarding Payments.

(a) Subject to Section 2.8(h), all payments by Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrowers on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

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(f) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder that is not made in same day funds prior to 1:00 p.m. (New York City time) to be a non-conforming payment (it being understood, for the avoidance of doubt, that a payment shall not be deemed non-conforming because it is payable in kind pursuant to Section 2.8(h)). Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to the relevant Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and Security Agreement.

2.17. Ratable Sharing.

Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, in each case other than as explicitly set forth in this Agreement or any other Credit Document (including without limitation Section 7.2 of the Pledge and Security Agreement) and excluding the proceeds of any assignment or participation of any Obligations owing to such Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of a Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or

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counterclaim with respect to any and all monies owing by such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.17 shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting Lenders.

2.18. Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon so long as such circumstance is continuing (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by a Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by such Borrower.

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a

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Eurodollar Rate Loan then being requested by a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrowers shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by any Borrower.

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (a) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

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2.19. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (ii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of either of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans, Revolving Commitments or the Letters of Credit to a level below that which such Lender or such

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controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

2.20. Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender or franchise taxes imposed in lieu of tax on the overall net income) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

(b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Borrowers shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Closing Date (in the case of each Lender listed on the signature pages of the Original Credit Agreement on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in

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the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Closing Date or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender, provided, however, that Borrowers shall not be required to increase any such amounts payable to any Lender pursuant to clause (iii) of this Section 2.20(b), that are (A) attributable to such Lender’s failure to comply with the requirements of paragraph (c) of this Section 2.20 or (B) United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Borrowers with respect to such amounts pursuant to clause (iii) of this Section 2.20(b).

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI , or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify

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Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Borrowers shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (A) to deliver the forms, certificates or other evidence referred to in this Section 2.20(c), or (B) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve any Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

(d) Treatment of Certain Refunds. If Administrative Agent or Lender determines, in its reasonable discretion, that it has received a refund of any Tax as to which it has been indemnified by Company or other applicable Credit Party or with respect to which Company or such other applicable Credit Party has paid additional amounts pursuant to this Section 2.20, it shall pay to Company or such other applicable Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Company or such other applicable Credit Party under this Section 2.20 with respect to any Tax giving rise to such refund), net of all out-of-pocket expenses of Administrative Agent, or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).

2.21. Obligation to Mitigate.

Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Revolving Commitments, Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrowers agree to pay all incremental expenses incurred by such Lender as

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a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrowers pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.22. Defaulting Lenders.

Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender hereunder, then, so long as such Lender is a Defaulting Lender, (a) such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which adversely affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender; (b) to the extent permitted by applicable law, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and subject to any applicable requirements of law, be applied (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks hereunder (pro rata in accordance with such amounts), (iii) third, to the funding of cash collateralization of any participating interest in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent or the applicable Issuing Bank, (iv) fourth, if so determined by the Administrative Agent, the Issuing Banks and the Borrower, held in such account as cash collateral for future funding obligations of any Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, to the extent permitted by applicable law, if such payment is a payment of the principal amount of any Revolving Loan and the Borrower so directs, such payment shall be applied solely to Revolving Loans of the other Lenders of the same Class as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero prior to being applied pursuant to the foregoing waterfall; (c) fees under Section 2.11 shall cease to accrue on that portion of such Defaulting Lender’s Commitment that remains unfunded or which has not been included in any determination of Letter of Credit Usage pursuant to this Section 2.22; (d) if any Letter of Credit Usage exists at the time a Lender becomes a Defaulting Lender then: (i) such Letter of Credit Usage shall be reallocated among the non-Defaulting Lenders of the applicable Class in accordance with their respective Pro Rata Share but only to the extent the sum of the Revolving Exposure of all non-Defaulting Lenders of such Class plus such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage does not exceed the total of all Commitments of all non-Defaulting Lenders of such Class, (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall, promptly following a request by the Administrative Agent or any Issuing Bank having issued outstanding Letters of Credit, cash

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collateralize such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above and only to the extent not covered by any cash collateral provided pursuant to clause (b) of this Section) in a manner and amount reasonably acceptable to the Administrative Agent and any applicable Issuing Bank, (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage pursuant to this Section, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11 with respect to such cash collateralized portion of the Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage during the period such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage is cash collateralized, (iv) if that portion of the Letter of Credit Usage attributable to all non-Defaulting Lenders is reallocated pursuant to this Section 2.22, then the fees payable to the Lenders pursuant to Section 2.11 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages determined in accordance with such reallocation, and (v) if any Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage is neither cash collateralized nor reallocated pursuant to this Section 2.22, then, without prejudice to any rights or remedies of the Administrative Agent, any Issuing Bank or any Lender hereunder, all fees payable to the Lenders pursuant to Section 2.11 with respect to such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage that is neither cash collateralized nor reallocated shall be payable to the applicable Issuing Bank until such portion of the Letter of Credit Usage is fully cash collateralized and/or reallocated; and (e) so long as any Lender is a Defaulting Lender no Issuing Bank shall be required to issue, amend renew or extend any Letter of Credit unless it is satisfied, it its sole discretion, that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateralized. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Borrowers of their obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Lender becoming a Defaulting Lender or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which the Borrowers, the Administrative Agent and the Issuing Banks and the Lenders may have against such Defaulting Lender. In the event that each of the Administrative Agent, the Borrowers, and the Issuing Banks agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall cease to be a Defaulting Lender hereunder and the Letter of Credit Usage shall be readjusted to reflect the inclusion of such Lender’s Commitment. On such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.

2.23. Removal or Replacement of a Lender.

Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Company’s request for such withdrawal; or (b) (i) any Lender shall be a Defaulting Lender and (ii) such Defaulting Lender

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shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrowers shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (2) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (3) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (B) on the date of such assignment, Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrowers shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

2.24. Incremental Facilities.

(a) Company may by written notice to Administrative Agent elect to request (i) from and after the Amendment Agreement Effective Date and prior to the Extended Revolving Commitment Termination Date, an increase to the Extended Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an amount not in excess of $0 (it being acknowledged that Tranche C-3 Term Loans in the amount of the Tranche C-3 Term Loan Commitment were extended as New Term Loan Commitments pursuant to the Existing ARCA) in the aggregate for all such New Revolving Loan Commitments and New Term Loan Commitments. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Company proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less

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than 10 Business Days after the date on which such notice is delivered to Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Company proposes any portion of such New Revolving Loan Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (3) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.10 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrowers, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(c); (5) Borrowers shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement.

(b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (ii) each New Revolving Loan Commitment shall be deemed for all purposes an Extended Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, an Extended Revolving Loan and (iii) each New Revolving Loan Lender shall become an Extended Revolving Lender with respect to the New Revolving Loan Commitment and all matters relating thereto.

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(c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto.

(d) Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.

(e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche C-2 PIK Term Loans. The terms and provisions of the New Revolving Loans shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Extended Revolving Loans. In any event (i) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Tranche C-2 Term Loans, and (ii) the rate of interest applicable to the New Term Loans of each Series shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provision of this Section 2.24.

2.25. Designated Subsidiary Borrowers.

(a) Company may from time to time designate any Qualified Subsidiary as an additional Designated Subsidiary Borrower for purposes of this Agreement by delivering to Administrative Agent an Election to Participate duly executed on behalf of such Subsidiary and Company in such number of copies as Administrative Agent may request. Administrative Agent shall promptly notify Lenders of its receipt of any such Election to Participate.

(b) Company may at any time terminate the status of any Subsidiary as a Designated Subsidiary Borrower for purposes of this Agreement by delivering to Administrative Agent an Election to Terminate duly executed on behalf of such Subsidiary and Company in such number of copies as Administrative Agent may request. The delivery of such an Election to Terminate shall not affect any obligation of such Subsidiary theretofore incurred under this Agreement or any other Credit Document or any rights of Lenders and Agents against such Subsidiary or against Company in its capacity as guarantor of the obligations of such Subsidiary. Administrative Agent shall promptly notify Lenders of its receipt of any such Election to Terminate.

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2.26. Joint and Several Liability.

(a) Joint and Several Liability. All Obligations of Borrowers under this Agreement and the other Credit Documents shall be joint and several Obligations of each Borrower. Anything contained in this Agreement and the other Credit Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Bankruptcy Code, 11 U.S.C. §548, or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Borrower in respect of intercompany Indebtedness to any other Credit Party or Affiliates of any other Credit Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Credit Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Credit Party of Obligations arising under Guaranties by such parties.

(b) Subrogation. Until the Obligations shall have been paid in full in Cash, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against any other Borrower or any other guarantor of the Obligations. Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights such Borrower may have against any other Borrower, any collateral or security or any such other guarantor, shall be junior and subordinate to any rights Collateral Agent may have against any such other Borrower, any such collateral or security, and any such other guarantor. Borrowers under this Agreement and the other Credit Documents together desire to allocate among themselves, in a fair and equitable manner, their Obligations arising under this Agreement and the other Credit Documents. Accordingly, in the event any payment or distribution is made on any date by any Borrower under this Agreement and the other Credit Documents (a “Funding Borrower”) that exceeds its Obligation Fair Share (as defined below) as of such date, that Funding Borrower shall be entitled to a contribution from each of the other Borrowers in the amount of such other Borrowers’ Obligation Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Borrowers’ Obligation Aggregate Payments (as defined below) to equal its Obligation Fair Share as of such date. “Obligation Fair Share” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the ratio of (x) the Obligation Fair Share Contribution Amount (as defined below) with respect to such Borrower to (y) the aggregate of the Obligation Share Contribution Amounts with respect to all Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Borrowers under this Agreement and the other Credit Documents in respect of the Obligations guarantied. “Obligation Fair Share Shortfall” means, with respect to a Borrower as of any date of determination, the excess, if any, of the Obligation Fair Share of such Borrower over the Obligation Aggregate Payments of such Borrower. “Obligation Fair Share

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Contribution Amount” means, with respect to a Borrower as of any date of determination, the maximum aggregate amount of the Obligations of such Borrower under this Agreement and the other Credit Documents that would not render its Obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided that, solely for purposes of calculating the “Obligation Fair Share Contribution Amount” with respect to any Borrower for purposes of this Section 2.26, any assets or liabilities of such Credit Party arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or Obligations of contribution hereunder shall not be considered as assets or liabilities of such Borrower. “Obligation Aggregate Payments” means, with respect to a Borrower as of any date of determination, an amount equal to (A) the aggregate amount of all payments and distributions made on or before such date by such Borrower in respect of this Agreement and the other Credit Documents (including in respect of this Section 2.26 minus (B) the aggregate amount of all payments received on or before such date by such Borrower from the other Borrowers as contributions under this Section 2.26. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Borrower. The allocation among Borrowers of their Obligations as set forth in this Section 2.26 shall not be construed in any way to limit the liability of any Borrower hereunder or under any Credit Document.

SECTION 3. CONDITIONS PRECEDENT

3.1. Effective Date.

The obligation of each Lender to make a Credit Extension on the Effective Date was subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Effective Date (such conditions having been satisfied or waived on the Effective Date):

(a) Credit Documents. Administrative Agent shall have received this Agreement, executed and delivered by a duly authorized officer of each Borrower, Holdings and each other Guarantor as of the Effective Date.

(b) Organization Documents; Incumbency. Administrative Agent shall have received (i) copies of each Organization Document executed and delivered by Company; (ii) signature and incumbency certificates of the officers of each Credit Party executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of Company approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of Company’s jurisdiction of incorporation, organization or formation dated a recent date prior to the Effective Date; provided that, in lieu of delivery of each of the documents or resolutions set forth in this

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Section 3.1(b), Company may deliver a certificate executed by the President or any Vice President of Company certifying that there have been no material amendments to those documents or resolutions previously delivered to the Administrative Agent on the Closing Date pursuant to Section 3.1(c) of the Original Credit Agreement.

(c) Consent. Administrative Agent shall have received:

(i) written consents from the Lenders (as defined in the Original Credit Agreement) which constitute Requisite Lenders (as defined in the Original Credit Agreement) under the Original Credit Agreement to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (it being agreed that the entering into this Agreement or a Lender Consent Letter by a Lender shall constitute such written consent); and

(ii) reasonably satisfactory evidence that the outstanding principal amount of all Original Term Loans shall have been paid in full with the proceeds of the Tranche C Term Loans or by Company;

(d) Payment of Fees and Expenses. Company shall have paid all accrued reasonable fees and expenses of Administrative Agent, Arrangers and Lenders for which invoices have been presented (including the fees and expenses of counsel for Administrative Agent and the local counsel for Lenders and those fees payable on the Effective Date referred to in Section 2.11(d)).

(e) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Simpson Thacher & Bartlett LLP, special counsel for Credit Parties and (ii) J. Devitt Kramer, in-house counsel for Company, each in the form of Exhibit D and as to such other matters as Administrative Agent may reasonably request, dated as of the Effective Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs each such counsel to deliver such opinions to Agents and Lenders).

(f) Effective Date Certificate. Holdings and Company shall have delivered to Administrative Agent an originally executed Effective Date Certificate, together with all attachments thereto.

The Effective Date occurred on February 13, 2007.

3.2. Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Effective Date, is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

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(ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

(v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

(b) Notices. Any Notice shall be executed by a Responsible Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, a Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to a Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of such Borrower or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

Education Management, Holdings and Company represent and warrant to Agents and Lenders that:

4.1. Existence, Qualification and Power; Compliance with Laws.

Each Credit Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization as identified in Schedule 4.1, (b) has all requisite power and

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authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Credit Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

4.2. Authorization; No Contravention.

The execution, delivery and performance by each Credit Party of each Credit Document to which such Person is a party, and the consummation of the Transaction, are within such Credit Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 6.1), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

4.3. Governmental Authorization; Other Consents.

No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement or any other Credit Document, or for the consummation of the Transaction, (b) the grant by any Credit Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Credit Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Credit Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

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4.4. Binding Effect.

This Agreement and each other Credit Document has been duly executed and delivered by each Credit Party that is party thereto. This Agreement and each other Credit Document constitutes, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

4.5. Financial Statements; No Material Adverse Effect.

(a) (i) The Historical Financial Statements fairly present in all material respects the financial condition of Education Management and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from June 30, 2005 to and including the Closing Date (but prior to giving effect to the Transaction), there has been (i) no sale, transfer or other disposition by Education Management or any of its Subsidiaries of any material part of the business or property of Education Management or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by Education Management or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Education Management and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date.

(ii) The unaudited pro forma consolidated balance sheet of Company and its Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the most recent fiscal year, the 9-month period ending on March 31, 2006 and the 12-month period ending on March 31, 2006 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender prior to the Closing Date, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction, each material acquisition by Education Management or any of its Subsidiaries consummated after March 31, 2006 and prior to the Closing Date and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments as otherwise agreed between Company and Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of Holdings and its Subsidiaries as at March 31, 2006 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(b) [Reserved].

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(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of Holdings and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date (the “Forecasts”), copies of which have been furnished to Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

4.6. Litigation.

Except as specifically disclosed in Schedule 4.6, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Education Management, Holdings or any Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Education Management or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.7. No Default.

Neither Education Management nor any of its Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.8. Ownership of Property; Liens.

Each Credit Party and each of its Subsidiaries has good and legal title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 6.1 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.9. Environmental Compliance.

(a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as specifically disclosed in Schedule 4.9(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Credit Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any

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Credit Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Credit Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Credit Parties and their Subsidiaries at any other location.

(c) The properties owned, leased or operated by Education Management and its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as specifically disclosed in Schedule 4.9(d), neither Education Management nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Credit Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

4.10. Taxes.

Except as set forth in Schedule 4.10, Holdings and its Subsidiaries have filed all material Federal, state and other tax returns and reports required to be filed, and have paid all material Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

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4.11. ERISA Compliance.

(a) Except as set forth in Schedule 4.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Internal Revenue Code), whether or not waived; (iii) neither any Credit Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Credit Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Credit Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 4.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

4.12. Subsidiaries; Equity Interests.

As of the Effective Date, no Credit Party has any Subsidiaries other than those specifically disclosed in Schedule 4.12, and all of the outstanding Equity Interests in material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by a Credit Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 6.1. As of the Second ARCA Effective Date, Schedule 4.12(a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, Company and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Effective Date pursuant to Original Section 3.1(h).

4.13. Margin Regulations; Investment Company Act.

(a) No Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loans or drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors.

(b) None of Holdings, any Person Controlling Holdings, or any Subsidiary Holdings is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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4.14. Disclosure.

No report, financial statement, certificate or other written information furnished by or on behalf of any Credit Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Credit Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, Education Management, Holdings and Company represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

4.15. Intellectual Property; Licenses, Etc.

Each of the Credit Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of any Borrower, no IP Rights used by any Credit Party or any Subsidiary thereof in the operation of their respective businesses as currently conducted infringes upon any intellectual property rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of any Borrower, threatened against any Credit Party or Subsidiary thereof, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.16. [Reserved].

4.17. Subordination of Junior Financing.

The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

4.18. Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any of Education Management, Holdings, Company or its Subsidiaries pending or, to the knowledge of Education Management, Holdings or Company, threatened; (b) hours worked by and payment made to employees of each of Education Management, Holdings, Company or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Education Management, Holdings, Company or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

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4.19. Collateral Documents.

The provisions of the Collateral Documents are effective to create in favor of Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 6.01) on all right, title and interest of the respective Credit Parties in the Collateral described therein. Except for filings completed prior to the Effective Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

4.20. Patriot Act.

To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 5. AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Education Management, Holdings and Company shall, and shall (except in the case of the covenants set forth in Sections 5.1, 5.2 and 5.3) cause each Subsidiary to:

5.1. Financial Statements.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within ninety (90) days after the end of each Fiscal Year (beginning with the Fiscal Year ending on June 30, 2007), (i) a consolidated balance sheet of Education Management and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP; and (ii) with respect to such consolidated financial statements, audited and accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to a “going concern” emphasis paragraph or

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a qualification or disclaimer related to generally accepted accounting principles or generally accepted auditing standards or other material qualification or exception (provided that a paragraph in the audit report emphasizing a change in accounting as the result of new accounting rules promulgated by regulatory bodies such as the Financial Accounting Standards Board, the SEC or the American Institute of Certified Public Accountants shall be permitted);

(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (beginning with the Fiscal Quarter ending on December 31, 2006), a consolidated balance sheet of Education Management and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Company as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Education Management and its Subsidiaries in accordance with GAAP, subject only to audit and normal year-end adjustments and the absence of footnotes;

(c) as soon as available, and in any event no later than sixty (60) days after the end of each Fiscal Year, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Education Management and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.1(a) and 5.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.1 may be satisfied by furnishing Education Management’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, to the extent such information is in lieu of information required to be provided under Section 5.1(a), such materials are accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to a “going concern” emphasis paragraph or a qualification or disclaimer related to generally accepted accounting principles or generally accepted auditing standards or other material qualification or exception (provided that a paragraph in the audit report emphasizing a change in accounting as the result of new accounting rules promulgated by regulatory bodies such as the Financial Accounting Standards Board, the SEC or the American Institute of Certified Public Accountants shall be permitted).

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5.2. Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 5.1(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 6.10 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 5.1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Company and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 6.10, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.3; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of Administrative Agent and the Lenders under any Credit Document;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Education Management, Holdings or Company files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Credit Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Credit Party or of any of its Subsidiaries pursuant to the terms of any Senior Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to Lenders pursuant to any other clause of this Section 5.2;

(e) together with the delivery of each Compliance Certificate pursuant to Section 5.2(b), (i) a certificate of a Responsible Officer of Company either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.14;

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(f) promptly furnish to Collateral Agent written notice of any change (i) in any Credit Party’s corporate name or (ii) in any Credit Party’s jurisdiction of organization. Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents; and

(g) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Credit Party or any Subsidiary, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 5.1(a) or (b) or Section 5.2(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (A) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet at the website address listed on Appendix B; or (B) on which such documents are posted on Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (1) upon written request by Administrative Agent, Company shall deliver paper copies of such documents to Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by Administrative Agent and (2) Company shall notify (which may be by facsimile or electronic mail) Administrative Agent of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 5.2(b) to Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from Administrative Agent and maintaining its copies of such documents.

5.3. Notices.

Promptly after obtaining knowledge thereof, notify Administrative Agent:

(a) of the occurrence of any Default; and

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Credit Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Credit Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any

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Subsidiary, including pursuant to any applicable Environmental Laws or Education Laws or the assertion or occurrence of any noncompliance by any Credit Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit or any Education Law, or (iv) the occurrence of any ERISA Event.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Company (x) that such notice is being delivered pursuant to Section 5.3(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Company has taken and proposes to take with respect thereto.

5.4. Payment of Obligations.

Pay, discharge or otherwise satisfy as the same shall become due and payable, all its material obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property.

5.5. Preservation of Existence, Etc.

Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 6.4 or 6.5 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 6.4 or 6.5.

5.6. Maintenance of Properties.

(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make in all material respects necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

5.7. Maintenance of Insurance.

(a) Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Company and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons; and (b) if requested by the Administrative Agent or any Lender through the Administrative Agent, deliver a certificate from Company’s insurance broker(s) in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such certificate by Education Management and its Subsidiaries to the extent not unduly burdensome for Company. Each such policy of insurance shall (i) name Collateral Agent, on behalf of

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Secured Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of Lenders as the loss payee thereunder.

5.8. Compliance with Laws.

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, Education Management will, and will cause each Subsidiary to, comply with (i) all applicable Laws, the violation of which would terminate or materially impair the eligibility of Education Management or any Subsidiary for participation, if applicable, in student financial assistance programs under Title IV of the Higher Education Act of 1965, as amended, 20 U.S.C.A. § 1070 et seq., where such termination or material impairment would have a Material Adverse Effect, (ii) the federal Truth-in-Lending Act, 15 U.S.C. § 1601 et seq., and all other consumer credit laws applicable to Education Management or any Subsidiary in connection with the advancing of student loans, except for such laws and regulations the violation of which, in the aggregate, will not result in the assessment of penalties and damages claims against Education Management or any Subsidiary where such penalties and damage claims would have a Material Adverse Effect, (iii) all statutory and regulatory requirements for authorization to provide post-secondary education in the jurisdictions in which its educational facilities are located, except for such requirements the violation of which will not have a Material Adverse Effect, and (iv) if applicable, all requirements for continuing its accreditations, except for such requirements the violation of which would not have a Material Adverse Effect (including cases where the governing board of the institution in good faith elected to seek or permit the termination of such accreditation which would not have a Material Adverse Effect) (the laws, regulations and requirements referred to in this sentence prior to giving effect to any materiality carve-outs are collectively referred to as the “Education Laws”).

5.9. Books and Records.

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Education Management, Holdings, Company or such Subsidiary, as the case may be.

5.10. Inspection Rights.

Permit representatives and independent contractors of Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Company; provided that, excluding any such visits and inspections during the continuation of an Event of Default,

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only Administrative Agent on behalf of Lenders may exercise rights of Administrative Agent and Lenders under this Section 5.10 and Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at Company’s expense; provided further that when an Event of Default exists, Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Company at any time during normal business hours and upon reasonable advance notice. Administrative Agent and Lenders shall give Company the opportunity to participate in any discussions with Company’s independent public accountants.

5.11. Compliance with Environmental Laws.

Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

5.12. Subsidiaries.

In the event that any Person becomes an Included Domestic Subsidiary of Education Management, (a) promptly cause such Included Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b) and 3.1(e) hereof and Original Sections 3.1(g) and 3.1(h). In the event that any Person becomes a Foreign Subsidiary of Education Management, and the ownership interests of such Foreign Subsidiary are owned by Education Management or by any Included Domestic Subsidiary thereof, Company shall, or shall cause such Included Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(a), and Company shall take, or shall cause such Included Domestic Subsidiary to take, all of the actions referred to in Original Section 3.1(h)(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 66% of such ownership interests.

5.13. Additional Material Real Estate Assets.

In the event that any Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages,

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documents, instruments, agreements, opinions and certificates similar to those described in Section 5.15 hereof and Original Sections 3.1(g) and 3.1(h) hereto with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.

5.14. Further Assurances.

At any time or from time to time upon the request of Administrative Agent, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Education Management and its Subsidiaries and all of the outstanding Equity Interests in Company and its Subsidiaries (subject to limitations contained in the Credit Documents with respect to Excluded Subsidiaries).

5.15. Survey of Closing Date Mortgaged Property.

Within thirty (30) days after the Closing Date, (i) deliver to Collateral Agent an ALTA survey with respect to any Closing Date Mortgaged Property, dated not earlier than April 10, 1997, certified to Collateral Agent and the relevant Title Company, accompanied by an “affidavit of no change” executed by the surveyor issuing such ALTA survey or the Credit Party owning such Closing Date Mortgaged Property and dated not more than thirty (30) days prior to the Closing Date in form and substance reasonably satisfactory to Collateral Agent and such Title Company, and disclose only such state of facts as shall be reasonably satisfactory to Collateral Agent, and (ii) cause such Title Company to add any endorsements to the Title Policy as Collateral Agent may reasonably request.

5.16. Restructuring.

The Credit Parties shall, and shall cause their affiliates, and each of their respective representatives, agents and employees to, take such steps as are reasonably necessary or desirable to consummate the Exchange (as defined in the RSA) on or before the later of (i) October 29, 2014 and (ii) the receipt of all required regulatory approvals and/or third-party approvals for the Restructuring (including the Threshold Approvals (as defined in the RSA)) in the reasonable good faith determination of the Company in consultation with the Lenders.

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SECTION 6. NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Education Management, Holdings and Company shall not, nor shall they permit any of their Subsidiaries to, directly or indirectly:

6.1. Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Credit Document;

(b) Liens existing on the Closing Date and listed on Schedule 6.1(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.3, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 6.3;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, Company or any Subsidiary;

(f) deposits to secure (i) the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) or (ii) obligations in respect of letters or credit, bank guarantees or similar instruments related thereto, in the case of both (i) and (ii) to the extent incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Company or any material Subsidiary;

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(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h);

(i) Liens securing Indebtedness permitted under Section 6.3(e); provided that such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; and provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of Company or any material Subsidiary or (ii) secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 6.2 (i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens in favor of Company or a Subsidiary securing Indebtedness permitted under Section 6.3(d);

(o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 6.3(e), (g) or (h);

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(p) any interest or title of a lessor under leases entered into by Company or any of its Subsidiaries in the ordinary course of business;

(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Company or any of its Subsidiaries in the ordinary course of business permitted by this Agreement;

(r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.2;

(s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Education Management, Holdings, Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Education Management, Holdings, Company and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Education Management, Holdings, Company or any Subsidiary in the ordinary course of business;

(u) Liens solely on any cash earnest money deposits made by Education Management, Holdings, Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(v) (i) Liens placed upon the Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 6.3(h) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Subsidiary and any of its Subsidiaries to secure a Guarantee by such Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 6.3(h);

(w) ground leases in respect of real property on which facilities owned or leased by Company or any of its Subsidiaries are located;

(x) Liens securing Indebtedness of Qualified Non-Wholly-Owned Subsidiaries and Wholly-Owned Subsidiaries of Company permitted under Section 6.3(t);

(y) other Liens securing Indebtedness of Company outstanding in an aggregate principal amount not to exceed $35,000,000 and incurred prior to the Amendment Agreement Effective Date; and

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(z) Liens securing the Bilateral LC Facilities existing as of the Amendment Agreement Effective Date or contemplated by the Bilateral LC Facilities as in effect on such date.

6.2. Investments.

Make or hold any Investments, except:

(a) Investments by Company or a Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors and employees of Education Management, Holdings, Company and its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to Company in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $5,000,000;

(c) Investments (i) by Education Management, Holdings, Company or any Subsidiary in any Credit Party (excluding any new Subsidiary which becomes a Credit Party), (ii) by any Subsidiary that is not a Credit Party in any other such Subsidiary that is also not a Credit Party, and (iii) by Company or any Subsidiary in (A) any Wholly Owned Subsidiary that is not a Credit Party or (B) any Qualified Non-Wholly-Owned Subsidiary that is not a Credit Party;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 6.1, 6.3, 6.4, 6.5 and 6.6, respectively;

(f) Investments existing or contemplated on the Closing Date and set forth on Schedule 6.2(f) and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment (to the extent such increase is noted on Schedule 6.2(f)) or as otherwise permitted by this Section 6.2;

(g) Investments in Swap Agreements permitted under Section 6.3;

(h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 6.5;

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(i) any Permitted Acquisition consummated prior to the Amendment Agreement Effective Date, so long as Holdings and its Subsidiaries shall be in compliance with the financial covenant set forth in Section 6.10(a) on a pro forma basis after giving to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.10(c)); provided that for purposes of this Section 6.2(i), the applicable maximum Total Leverage Ratio required by Section 6.10(a) shall be reduced by an amount equal to 0.50:1;

(j) the Transaction;

(k) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Sections 6.6(h) or (i);

(n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and Holdings and its Subsidiaries will be in pro forma compliance with the covenants set forth in Section 6.10, other Investments after the Closing Date and prior to the Amendment Agreement Effective Date that do not exceed (x) if, as of the last day of the immediately preceding Test Period (after giving pro forma effect to such Investment) the Total Leverage Ratio is 4.50:1 or less, $100,000,000 in the aggregate and (y) if, as of the last day of the immediately preceding Test Period (after giving pro forma effect to such Investment) the Total Leverage Ratio is greater than 4.50:1, $50,000,000 in the aggregate, in each case net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.3) that are Not Otherwise Applied and (ii) if, as of the last day of the immediately preceding Test Period (after giving pro forma effect to such Investments) the Total Leverage Ratio is 5.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied;

(o) advances of payroll payments to employees in the ordinary course of business;

(p) Investments to the extent that payment for such Investments is made solely with capital stock of Holdings;

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(q) Investments of a Subsidiary acquired after the Closing Date or of a corporation merged into Company or merged or consolidated with a Subsidiary in accordance with Section 6.4 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(r) Guarantees by Holdings, Company or any Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and

(s) Investments in assets useful to the business of Education Management and its Subsidiaries made with any Asset Sale Reinvestment Deferred Amount and Insurance/Condemnation Reinvestment Deferred Amount (each as defined in Section 2.14).

6.3. Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of Education Management, Holdings, Company and any of its Subsidiaries under the Credit Documents (including, without limitation, the payment of PIK Interest);

(b) Indebtedness (including intercompany Indebtedness) outstanding on the Closing Date and listed on Schedule 6.3(b) and any Permitted Refinancing thereof;

(c) Guarantees by Education Management, Holdings, Company and its Subsidiaries in respect of Indebtedness of Company or any Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Credit Party of any Senior Note or Junior Financing shall be permitted unless such Credit Party shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of Education Management or any Subsidiary owing to Education Management or any other Subsidiary to the extent constituting an Investment permitted by Section 6.2; provided that (i) all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subject to the subordination terms set forth in Section 4.4.3 of the Pledge and Security Agreement and (ii) all such Indebtedness of any Credit Party owed to another Credit Party (A) shall be evidenced by the Intercompany Note, which shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement and (B) shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note;

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(e) Indebtedness with respect to Capitalized Leases in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Section 6.3(g), not to exceed at any time an amount equal to the greater of $160,000,000 and 4% of Total Assets;

(f) Indebtedness in respect of Swap Agreements designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g) purchase money Indebtedness in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Section 6.3(e), not to exceed at any time an amount equal to the greater of $160,000,000 and 4% of Total Assets; provided, any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 85% of the aggregate consideration paid with respect to such asset;

(h) (i) the following Indebtedness assumed in connection with Permitted Acquisitions (provided that such Indebtedness is not incurred in contemplation of any such Permitted Acquisition): (x) Indebtedness assumed by Holdings, (y) Indebtedness assumed by Company, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Old Senior Subordinated Notes Indenture as of the Closing Date and (z) other Indebtedness assumed by Company and its Subsidiaries in an aggregate amount not to exceed $125,000,000 at any one time outstanding, (ii) Indebtedness incurred by Holdings or Company to finance a Permitted Acquisition, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Old Senior Subordinated Notes Indenture as of the Closing Date and (iii) any Permitted Refinancing of the foregoing, provided that with respect to any unsecured and/or subordinated Indebtedness, the Permitted Refinancing thereof shall be similarly unsecured and/or subordinated; provided that, in each case of the foregoing clauses (i), (ii) and (iii), such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (A) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) Holdings and its Subsidiaries will be in pro forma compliance with the covenants set forth in Section 6.10, (B) matures after, and does not require any scheduled amortization (other than nominal amortization) or other scheduled payments of principal prior to, the date that is 91 days after the Tranche C-2 Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (C) hereof) and (C) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to Company as the terms and conditions of the Old Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to Administrative Agent at least five Business Days prior to the assumption or incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

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(i) Indebtedness representing deferred compensation to employees of Company and its Subsidiaries incurred in the ordinary course of business;

(j) Indebtedness in an aggregate amount not to exceed $15,000,000 at any time consisting of promissory notes issued by any Credit Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 6.6;

(k) Indebtedness incurred by Holdings, Company or its Subsidiaries in any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l) Indebtedness consisting of obligations of Holdings, Company or its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness incurred by Company or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims and including Indebtedness under the Bilateral LC Facilities; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(o) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Company or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(p) unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i) that is not subject to any Guarantee by Company or any Subsidiary, (ii) that will not mature prior to the date that is 91 days after the Tranche C-2 Term Loan Maturity Date, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (v) hereof), (iv) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is five (5) years

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from the date of the issuance or incurrence thereof and (B) the date that is 91 days after the Tranche C-2 Term Loan Maturity Date, and (v) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Old Senior Subordinated Notes Indenture as of the Closing Date, taken as a whole (other than provisions customary for senior discount notes of a holding company); provided that a certificate of a Responsible Officer delivered to Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless Administrative Agent notifies Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided, further, that any such Indebtedness shall constitute Permitted Holdings Debt only if (1) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing and (2) Education Management and its Subsidiaries will be in pro forma compliance with the covenants set forth in Section 6.10 (it being understood that any capitalized or paid-in-kind or accreted principal on such Indebtedness is not subject to this proviso);

(q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(r) Indebtedness in respect of the Senior Notes and any Permitted Refinancing thereof;

(s) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(t) Indebtedness of Qualified Non-Wholly-Owned Subsidiaries and Wholly Owned Subsidiaries of Company in an aggregate amount not to exceed at any time (x) if, as of the last day of the immediately preceding Test Period (after giving pro forma effect to such Indebtedness) the Total Leverage Ratio is less than 4.50:1, $50,000,000 and (y) otherwise, $25,000,000;

(u) other Indebtedness of Company in an aggregate amount not to exceed at any time $200,000,000 to the extent incurred prior to the Amendment Agreement Effective Date; and

(v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above.

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6.4. Fundamental Changes.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Subsidiary may merge with (i) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person and (y) such merger does not result in any Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries; provided that when any Subsidiary that is a Credit Party is merging with another Subsidiary, a Credit Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Credit Party may merge or consolidate with or into any other Subsidiary that is not a Credit Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if Education Management determines in good faith that such action is in the best interests of Education Management and its Subsidiaries and if not materially disadvantageous to the Lenders;

(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor or a Borrower, then (i) the transferee must either be a Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be permitted under Sections 6.2 and 6.3;

(d) so long as no Default exists or would result therefrom, Company may merge with any other Person prior to the Amendment Agreement Effective Date; provided that (i) Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Company (any such Person, the “Successor Company”), (A) the Successor Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.10 on a pro forma basis after giving effect to such merger or consolidation as of the last day of the Fiscal Quarter most recently ended, (B) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Company shall expressly assume all the obligations of Company under this Agreement and the other Credit Documents to which Company is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (E) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Pledge and Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) each mortgagor of a Closing Date Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (G) Company shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, Company under this Agreement;

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(e) so long as no Default exists or would result therefrom, any Subsidiary may merge with any other Person prior to the Amendment Agreement Effective Date in order to effect an Investment permitted pursuant to Section 6.2; provided that the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 5.11;

(f) Holdings and its Subsidiaries may consummate the Merger; and

(g) so long as no Default exists or would result therefrom, a Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 6.5.

6.5. Dispositions.

Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of Company and its Subsidiaries;

(b) Dispositions of assets that do not constitute Asset Sales, but excluding Dispositions that do not constitute Asset Sales solely by operation of clause (iii) of the definition thereof;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to Company or to a Subsidiary; provided that if the transferor of such property is a Guarantor or a Borrower (i) the transferee thereof must either be a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 6.2;

(e) Dispositions permitted by Sections 6.4 and 6.6 and Liens permitted by Section 6.1;

(f) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 6.5(k)) shall not exceed $125,000,000; provided, further, however, that Dispositions pursuant to this Section 6.5(f) (other than with respect to the Sarasota Property) shall not be permitted following the Amendment Agreement Effective Date;

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(g) Dispositions of Cash Equivalents;

(h) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, Company and its Subsidiaries;

(j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(k) Dispositions after the Closing Date of property not otherwise permitted under this Section 6.5; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (k) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 6.5(f)) shall not exceed $125,000,000 and (iii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $3,500,000, Company or a Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 6.1 and Liens permitted by Section 6.1(s) and clauses (i) and (ii) of Section 6.1(t)); provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on Company’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Company or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Company and all of its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Company or such Subsidiary from such transferee that are converted by Company or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by Company or such Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.5% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; provided, further, however, that Dispositions pursuant to this Section 6.5(k) (other than with respect to the Sarasota Property) shall not be permitted following the Amendment Agreement Effective Date;

(l) Dispositions listed on Schedule 6.5(l); and

(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

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provided that any Disposition of any property pursuant to this Section 6.5 (except pursuant to Sections 6.5(e) and except for Dispositions from a Credit Party to another Credit Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 6.5 to any Person other than Holdings, Company or any Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Credit Documents, and Administrative Agent or Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

6.6. Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Subsidiary may make Restricted Payments to Company and to other Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to Company and any other Subsidiary and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings, Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 6.3) of such Person;

(c) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date Company delivers an irrevocable written notice to the Administrative Agent stating that Company will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings and permitted to be made by Holdings under this Agreement (the “Holdings Restricted Payments Election”), Company may make such Restricted Payments to Holdings;

(d) Restricted Payments made on the Closing Date to consummate the Transaction;

(e) to the extent constituting Restricted Payments, Holdings, Company and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.4 or 6.8 other than Section 6.8(f);

(f) repurchases of Equity Interests in Education Management, Holdings, Company or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(g) Holdings may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries in connection with the termination of employment, death or disability of such individual pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries;

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(h) Company and its Subsidiaries may make Restricted Payments to Holdings:

(i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of any tax returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, Company or its Subsidiaries;

(ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount, together with loans and advances to Holdings made pursuant to Section 6.2(m) in lieu of Restricted Payments permitted by this sub-clause (ii), not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Company and its Subsidiaries;

(iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.6(g);

(v) to finance any Investment permitted to be made pursuant to Section 6.2; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to Company or its Subsidiaries or (2) the merger (to the extent permitted in Section 6.4) of the Person formed or acquired into Company or its Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Sections 5.12 and 5.13; and

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and

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(i) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, Company may make additional Restricted Payments to Holdings after the Closing Date the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.12(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 6.2(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the sum of (A) $60,000,000, (B) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.3) that are Not Otherwise Applied and (C) if the Total Leverage Ratio as of the last day of the immediately preceding Test Period (after giving pro forma effect to such additional Restricted Payments) is 5.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied. For the purpose of this Agreement, “Cumulative Excess Cash Flow” means the sum of Consolidated Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on June 30, 2007 and Consolidated Excess Cash Flow for each succeeding and completed fiscal year; provided that in connection with (x) any dividend or other distribution made or to be made to the equity holders of Education Management or (y) any other Restricted Payment made or to be made to a Sponsor, in each case pursuant to clause (C) of this Section 6.6(i), Consolidated Excess Cash Flow for the 2010 fiscal year shall be determined without giving effect to clause (a)(iii) of the definition thereof; provided, further, however, that Restricted Payments pursuant to this clause Section 6.6(i) shall not be permitted following the Amendment Agreement Effective Date.

6.7. Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by Company and its Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.

6.8. Transactions with Affiliates.

Enter into any transaction of any kind with any Affiliate of Company, whether or not in the ordinary course of business, other than (a) transactions among Credit Parties or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Education Management, Holdings, Company or such Subsidiary as would be obtainable by Education Management, Holdings, Company or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of Company or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Closing Date and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 6.6, (g) loans and other transactions by Education Management, Holdings, Company and its Subsidiaries to the extent permitted under this Section 6, (h) employment and severance arrangements between Education Management, Holdings, Company and its Subsidiaries and

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their respective officers and employees in the ordinary course of business, (i) without limiting Section 6.6(h), payments by Holdings (and any direct or indirect parent thereof), Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), Company and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of Company and its Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Education Management, Holdings, Company and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Education Management, Holdings, Company and its Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 6.6, and (m) customary payments by Education Management, Holdings, Company and any of its Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or Company, in good faith.

6.9. Burdensome Agreements.

Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Credit Document) that limits the ability of (a) any Subsidiary of Company that is not a Guarantor to make Restricted Payments to Company or any Guarantor or (b) Company or any other Credit Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of Lenders with respect to the Obligations or under the Credit Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.9) are listed on Schedule 6.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of Company, (iii) arise in connection with any Disposition permitted by Section 6.5 to the extent such Contractual Obligations are in effect prior to the consummation of such Disposition; (iv) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.2 and applicable solely to such joint venture entered into in the ordinary course of business, (v) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.3 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vi) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (vii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.3(e) or 6.3(g) to the extent that such restrictions apply only to the

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property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 6.3(g) only, to the Subsidiaries incurring or guaranteeing such Indebtedness, (viii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company or any Subsidiary, (ix) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (x) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) are required by any applicable Education Laws or any other applicable laws and (xii) comprise restrictions imposed by any Senior Notes Documentation.

6.10. Financial Covenants.

(a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on December 31, 2006) to be greater than the ratio set forth below opposite the last day of such Test Period (it being understood, for the avoidance of doubt, that the covenant in this Section 6.10(a) shall not apply during the Financial Covenant Holiday):

Year	March 31	June 30	September 30	December 31
2006	—	—	—	8.25:1
2007	8.00:1	8.00:1	7.75:1	7.75:1
2008	7.25:1	7.25:1	7.00:1	7.00:1
2009	6.75:1	6.75:1	6.25:1	6.25:1
2010	5.75:1	5.75:1	5.25:1	4.50:1
2011	4.50:1	4.50:1	4.25:1	4.25:1
2012	4.00:1	4.00:1	3.50:1	3.50:1
2013	3.50:1	3.50:1	3.50:1	3.50:1
2014	3.50:1	—	—	—
2015	—	—	3.50:1	3.50:1
2016	3.50:1	3.50:1	—	—

(b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period (beginning with the Test Period ending on December 31, 2006) to be less than the ratio set forth below opposite the last day of such Test Period (it being understood, for the avoidance of doubt, that the covenant in this Section 6.10(b) shall not apply during the Financial Covenant Holiday):

Year	March 31	June 30	September 30	December 31
2006	—	—	—	1.40:1
2007	1.40:1	1.40:1	1.40:1	1.50:1
2008	1.50:1	1.55:1	1.60:1	1.65:1
2009	1.70:1	1.70:1	1.80:1	1.90:1
2010	2.00:1	2.00:1	2.10:1	2.20:1
2011	2.30:1	2.30:1	2.50:1	2.50:1
2012	2.50:1	2.50:1	2.75:1	2.75:1

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Year	March 31	June 30	September 30	December 31
2013	2.75:1	2.75:1	2.75:1	2.75:1
2014	2.75:1	—	—	—
2015	—	—	2.75:1	2.75:1
2016	2.75:1	2.75:1	—	—

(c) Certain Calculations. With respect to any period during which a Permitted Acquisition, an Asset Sale, an Investment or a merger or consolidation has occurred or an Indebtedness is incurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.10, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer or treasurer of Holdings) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

6.11. Accounting Changes.

Make any change in fiscal year; provided, however, that Company may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Company and Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

6.12. Prepayments, Etc. of Indebtedness; Amendment of Agreements.

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Notes or any Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Credit Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 6.3(h)), to the extent not required to prepay any Loans pursuant to Section 2.14, or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any

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of its direct or indirect parents, (iii) the prepayment of Indebtedness of Company or any Subsidiary to Company or any Subsidiary to the extent permitted by the Collateral Documents and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.6(i) and (2) loans and advances to Holdings made pursuant to Section 6.2(m), not to exceed the sum of (A) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.3) that are Not Otherwise Applied and (B) if, as of the last day of the immediately preceding Test Period (after giving pro forma effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio is 5.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; provided, however, that notwithstanding the foregoing, no payments in respect of Junior Financing shall be made following the Amendment Agreement Effective Date.

(b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation or any Organization Document without the consent of the Arrangers.

(c) Prepay, redeem, purchase, defease or otherwise satisfy in any manner the Loans prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled amortization and interest on the Term Loans and the payment of interest on the Revolving Loans (other than, in each case, Term Loans or Revolving Loans that are PIK Loans) shall be permitted).

6.13. Equity Interests of Company and Subsidiaries.

Permit any Domestic Subsidiary that is a Subsidiary to be a non-wholly owned Subsidiary, except as a result of or in connection with a dissolution, merger, consolidation or Disposition of a Subsidiary permitted by Section 6.4, 6.5 or an Investment in any Person permitted under Section 6.2.

6.14. Holding Company.

In the case of each of Education Management and Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of Holdings and Company, respectively, (ii) the maintenance of its legal existence, (iii) the performance of the Credit Documents, the Merger Agreement and the other agreements contemplated by the Merger Agreement to which it is a party, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by this Section 6 and (v) any transaction that Education Management and Holdings is permitted to enter into or consummate under this Section 6.

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6.15. Capital Expenditures.

(a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for Holdings and its Subsidiaries during each fiscal year set forth below, the sum of (x) the amount set forth opposite such fiscal year and (y) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied:

Fiscal Year	Amount
2007	$	125,000,000
2008	$	135,000,000
2009	$	145,000,000
2010	$	155,000,000
2011	$	165,000,000
2012	$	175,000,000
2013	$	185,000,000
2014	$	200,000,000
2015	$	100,000,000
2016	$	100,000,000

(b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by Holdings and its Subsidiaries in any fiscal year pursuant to Section 6.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 6.15(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the two succeeding fiscal years; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 6.15(a) with respect to such fiscal year prior to being counted against any Rollover Amount available with respect to such fiscal year.

6.16. Interest Rate Protection.

No later than ninety (90) days following the Closing Date and at all times thereafter until the second anniversary of the Closing Date, Company shall obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent and with parties reasonably acceptable to Administrative Agent (which may include any Lender), in order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness of Holdings and its Subsidiaries then outstanding is either (i) subject to such Interest Rate Agreements or (ii) Indebtedness that bears interest at a fixed rate.

SECTION 7. GUARANTY

7.1. Guaranty of the Obligations.

Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall

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become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors.

All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (A) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including, without limitation, in respect of this Section 7.2), minus (B) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

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7.3. Payment by Guarantors.

Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of a Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for a Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute.

Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between any Borrower and any Beneficiary with respect to the existence of such Event of Default;

(c) the obligations of each Guarantor hereunder are independent of the obligations of any Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of any Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against any Borrower or any of such other guarantors and whether or not any Borrower is joined in any such action or actions;

(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

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(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Swap Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or any Hedge Agreements; and

(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or any Swap Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Swap Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Swap Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary

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might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which any Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5. Waivers by Guarantors.

Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Swap Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

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7.6. Guarantors’ Rights of Subrogation, Contribution, etc.

Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against any Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations.

Any Indebtedness of any Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

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7.8. Continuing Guaranty.

This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9. Authority of Guarantors or Borrowers.

It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrowers or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10. Financial Condition of Borrowers.

Any Credit Extension may be made to any Borrower or continued from time to time, and any Swap Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of such Borrower at the time of any such grant or continuation or at the time such Swap Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of any Borrower. Each Guarantor has adequate means to obtain information from any Borrower on a continuing basis concerning the financial condition of such Borrower and its ability to perform its obligations under the Credit Documents and the Swap Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of any Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of any Borrower now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, etc.

(a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against any Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such

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interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve any Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by any Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12. Discharge of Guaranty Upon Sale of Guarantor.

If all of the Equity Interests of any Guarantor (other than Education Management) or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such sale.

SECTION 8. EVENTS OF DEFAULT AND REMEDIES

8.1. Events of Default.

Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Borrower or any other Credit Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or the Incentive Fee, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Credit Document; or

(b) Specific Covenants. Company fails to perform or observe any term, covenant or agreement contained in any of Sections 2.6, 5.3(a), 5.5(a) (solely with respect to Education Management, Holdings and Company), 5.16 or Section 6; provided that any Event of Default under Section 6.10 is subject to cure as contemplated by Section 8.3; or

(c) Other Defaults. Any Credit Party fails to perform or observe any other covenant or agreement (not specified in Section 8.1(a) or (b) above) contained in any Credit Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to Company; or

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(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Company or any other Credit Party herein, in any other Credit Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Credit Party or any Subsidiary (i) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Credit Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Credit Party or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Credit Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Credit Party or any Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

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(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Credit Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Credit Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Credit Documents. Any material provision of any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 6.4 or 6.5) or as a result of acts or omissions by Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party contests in writing the validity or enforceability of any provision of any Credit Document; or any Credit Party denies in writing that it has any or further liability or obligation under any Credit Document (other than as a result of repayment in full of the Obligations and termination of all Commitments), or purports in writing to revoke or rescind any Credit Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. (i) Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 6.4 or 6.5) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.1, except to the extent that any such loss of perfection or priority results from the failure of Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file UCC continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of Company ceasing to be pledged pursuant to the Pledge and Security Agreement free of Liens other than Liens created by the Pledge and Security Agreement or any nonconsensual Liens arising solely by operation of Law; or

(m) Junior Financing Documentation. (i) Any of the Obligations of the Credit Parties under the Credit Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable; or

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(n) Breach of RSA. Company shall have materially breached any of its obligations under the RSA (it being understood, for the avoidance of doubt that Company’s failure to consummate the debt exchanges contemplated by the RSA within the time, and subject to the terms and conditions, set forth therein shall constitute a material breach).

8.2. Remedies Upon Event of Default.

(a) If any Event of Default (other than an Event of Default pursuant to Section 8.1(b) hereof in respect of a breach of the affirmative covenant in Section 5.16 hereof) occurs and is continuing, THEN, (x) upon the occurrence of any Event of Default described in Section 8.1(f), automatically, and (y) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders (or with respect to an Event of Default under Section 8.1(a) resulting from the failure to pay the Incentive Fee, at the request of (or with the consent of) Extended Revolving Lenders holding more than 66-2/3% of the aggregate Revolving Exposure of all Extended Revolving Lenders), upon notice to Company by Administrative Agent, (a) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (b) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (i) the unpaid principal amount of and accrued interest on the Loans, (ii) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (iii) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (c) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (d) Administrative Agent shall direct Borrowers to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for such Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

(b) Notwithstanding anything to the contrary contained herein, if an Event of Default pursuant to Section 8.1(b) hereof in respect of a breach of the affirmative covenant in Section 5.16 hereof occurs and is continuing, the Agents’ and Lenders’ sole rights with respect to such Event of Default shall be to effectuate the Restructuring through the Intercompany Sale (as defined in the RSA and pursuant to the terms and conditions set forth in the RSA) by means of the exercise of remedies under Article 9 of the UCC.

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8.3. Company’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.1, in the event of any Event of Default under any covenant set forth in Section 6.10 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by Company (including through capital contribution of such Net Cash Proceeds by Holdings to Company) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 6.10 for any applicable period. The parties hereby acknowledge that this Section 8.3(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 6.10 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) In each period of four fiscal quarters, there shall be at least one (1) fiscal quarter in which no cure set forth in Section 8.3(a) is made. In each period of eight fiscal quarters, there shall be at least four (4) consecutive fiscal quarters in which no cure set forth in Section 8.3(a) is made.

SECTION 9. AGENTS

9.1. Appointment of Agents.

Credit Suisse is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Credit Suisse to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. Pursuant to the Agency Assignment Agreement, U.S. Bank has been appointed Administrative Agent and Collateral Agent hereunder (in each such capacity, as successor to BNPP) and under the other Credit Documents and each Lender hereby affirms such appointment and authorizes U.S. Bank to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of the Agents and no Lender or Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date, Credit Suisse in its capacity as Syndication Agent shall not have any obligations but shall be entitled to all benefits of this Section 9.

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9.2. Powers and Duties.

Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its officers, directors, agents, sub-agents, employees or affiliates. For the avoidance of doubt, in performing its functions and duties hereunder, no Agent assumes and nor shall any Agent be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Without limiting the generality of the foregoing, no Agent: (i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that such Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (iii) shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

9.3. General Immunity.

(a) No Responsibility for Certain Matters. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as

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to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender. Anything contained herein to the contrary notwithstanding, the duties of the Administrative Agent shall be administrative in nature and the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be liable to any Lender for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, including any settlement confirmation or other communication issues by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective directors, officers, employees, agents or Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any of the directors, officers, employees, agents, advisors, attorneys and Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i)

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such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender.

The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrowers for services in connection herewith and otherwise without having to account for the same to Lenders.

9.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Education Management and its Subsidiaries in connection with Credit Extensions and conversions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Education Management and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement, the Amendment Agreement or a Joinder Agreement and funding its Tranche C Term Loan and/or Revolving Loans on the Closing Date, or by converting its Tranche C Term Loans into Tranche C-2 Term Loans, or by converting its Revolving Loans (as defined in the Existing ARCA) into Non-Extended Revolving Loans, or by converting its Revolving Loans into Extended Revolving Loans on the Amendment Agreement Effective Date, or by converting its Tranche C-2 Term Loans into Tranche C-2 PIK Term Loans on the Amendment

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Agreement Effective Date, or by converting its Tranche C-3 Term Loans into Tranche C-3 PIK Term Loans on the Amendment Agreement Effective Date or by funding of any New Term Loans or New Revolving Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of conversion or as of the date of funding of such New Loans.

9.6. Right to Indemnity.

Each Lender, in proportion to its Pro Rata Share (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto), severally agrees to indemnify each Agent (and any affiliate thereof), to the extent that such Agent (or such affiliate) shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent (or any affiliate thereof) in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof (determined as of the time such indemnity is sought, it being understood and agreed that if any Revolving Commitment Termination Date shall have occurred, with respect to the effected Class of Revolving Loans or Revolving Commitments, such determination shall be made immediately prior to giving effect thereto); and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7. Successor Administrative Agent and Collateral Agent.

Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent. Upon the acceptance of

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any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (a) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (b) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents (in the case of clauses (a) and (b), at the sole cost and expense of the Borrowers), whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Administrative Agent as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If no successor Administrative Agent has been appointed pursuant to the preceding sentences by the 45th day after the date of such retiring Administrative Agent’s notice of resignation, the Administrative Agent’s resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as either (1) the Requisite Lenders appoint a successor Administrative Agent (which appointment shall be subject to the prior written approval of the Borrower (such approval not to be unreasonably withheld) unless an Event of Default has occurred and is continuing) or (2) the Company appoints a successor Administrative Agent so long (x) as the Lenders receive at least ten Business Days’ notice of such appointment (which notice may be given at any time following the 30^th day after the retiring Administrative Agent’s notice of resignation) and (y) the Company has not received a written notice from the Requisite Lenders stating that the Requisite Lenders object to such appointment.

9.8. Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Lender and each other Secured Party (by its acceptance of the benefits of the Guaranty, the Collateral and the Collateral Documents) hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from Lenders or any other Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

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(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, each Borrower, Administrative Agent, Collateral Agent, each Lender and each other Secured Party (by its acceptance of the benefits of the Guaranty, the Collateral and the Collateral Documents) hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender or other Secured Party may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 10. MISCELLANEOUS

10.1. Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent, Administrative Agent or Issuing Bank, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by the Administrative Agent from time to time.

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(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

10.2. Expenses.

Whether or not the transactions contemplated hereby shall be consummated, Borrowers agree to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrowers and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Company; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Collateral Agent, for the benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of

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such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

10.3. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, attorneys and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and each Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Credit Party shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). If any amounts due under this Section 10.3 shall be have been paid after demand therefor, the applicable Indemnitee shall promptly refund such amount to the extent that there is a final and non-appealable judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.3.

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10.4. Set-Off.

In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

10.5. Amendments and Waivers.

(a) Requisite Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

(v) extend the time for payment of any such interest or fees (including, for the avoidance of doubt, the Incentive Fee);

(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

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(vii) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date; or

(ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents.

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

(ii) [reserved];

(iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the aggregate Tranche C-2 Cash Pay Term Loan Exposure of all Lenders, Tranche C-2 PIK Term Loan Exposure of all Lenders, Tranche C-3 Cash Pay Term Loan Exposure of all Lenders, Tranche C-3 PIK Term Loan Exposure of all Lenders, Revolving Exposure of all Lenders or Other New Term Loan Exposure of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

(iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e), any other provision contained in Section 2.4 or any other provision hereof as the same applies to the rights or obligations of any Issuing Bank, in each case without the written consent of Administrative Agent and of Issuing Bank; or

(v) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

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(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

10.6. Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. Each Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the “Effective Date” specified in the applicable Assignment Agreement, prompt notice thereof shall be provided to Company and a copy of such Assignment Agreement shall be maintained. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitments or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, and

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(ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Company and Administrative Agent and, in the case of assignments of Revolving Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to BNPP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default under Section 8.1(a) or (f) shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the applicable Class of Loans of the assigning Lender) with respect to the assignment of Term Loans.

(d) Mechanics. Assignments of Term Loans, Revolving Loans and Revolving Commitments by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (the “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Assignments and assumptions of Term Loans, Revolving Loans and Revolving Commitments (regardless of whether the Settlement Service is utilized) shall require the execution and delivery to the Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c). A processing fee of $3,500 will be required to be paid to Administrative Agent in connection with any assignments (other than contemporaneous assignments by or to two or more Related Funds).

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or

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Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control); provided that it is acknowledged and agreed that any Person meeting the criteria of clause (iii) of the definition of the term “Eligible Assignee” shall not be required to make the representation and warranty set forth in the foregoing clause (ii).

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (x) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (y) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrowers shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the applicable Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result

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thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. Borrowers agree that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Company’s prior written consent and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Company is notified of the participation sold to such participant and such participant agrees, for the benefit of the applicable Borrower, to comply with Section 2.20 as though it were a Lender. To the extent permitted by the applicable law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

(h) Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between any Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7. Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements.

All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

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10.9. No Waiver; Remedies Cumulative.

No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Swap Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10. Marshalling; Payments Set Aside.

Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11. Severability.

In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights.

The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

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10.13. Headings.

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10.15. CONSENT TO JURISDICTION.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

10.16. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT

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CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.17. Confidentiality.

Each Lender shall hold all non-public information regarding Company and its Subsidiaries and their businesses identified as such by Company and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Company that, in any event, a Lender may make (i) disclosures of such information to Affiliates of such Lender and to their agents and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any pledgee referred to in Section 10.6(h) or any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in Swap Agreements (provided, such counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any Agent or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Company of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information.

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10.18. Usury Savings Clause.

Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrowers shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrowers.

10.19. Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10.20. Effectiveness.

This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

10.21. Patriot Act.

Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.

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10.22. Electronic Execution of Assignments.

The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.23. Public-Side Lenders.

Company and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to Section 5.1 or Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency or another relevant website (the “Platform”), any document or notice that Holdings has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If Holdings has not indicated whether a document or notice delivered pursuant to Section 5.1 or Section 5.2 contains Nonpublic Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to Holdings, its Subsidiaries and their securities.

10.24. Amendment and Restatement.

(a) It is the intention of each of the parties hereto that the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and the Existing ARCA and that all Indebtedness and Obligations of the Credit Parties hereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA; provided, that subject to the terms herein and the Amendment Agreement, all Loans, Letters of Credit or other Credit Extensions outstanding under the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement with the same Interest Periods as were applicable to such Loans immediately prior to the Amendment Agreement Effective Date. Upon the effectiveness of this Agreement in accordance with the Amendment Agreement, each Credit Document that was in effect immediately prior to the Amendment Agreement Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby or pursuant to the Amendment Agreement, each of the Credit Documents, Appendixes, Exhibits and Schedules to the Existing ARCA shall continue in full force and effect and, from and after the Amendment Agreement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.

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(b) For the avoidance of doubt, each Lender that executes and delivers the Amendment Agreement as a Consenting Lender (as defined in the Amendment Agreement) shall be deemed to have committed pursuant to, and subject to the terms and conditions of, this Agreement and the Amendment Agreement, to convert (i) all of its Revolving Commitments, if any, to an equal amount of Extended Revolving Commitments, (ii) all of its outstanding Revolving Loans, if any, to an equal amount of Extended Revolving Loans, (iii) all of its Tranche C-2 Term Loans, if any, to an equal amount of Tranche C-2 PIK Term Loans and (iv) all of its Tranche C-3 Term Loans, if any, to an equal of Tranche C-3 PIK Term Loans.

10.25. Reaffirmation and Grant of Security Interests.

(a) Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement, effected pursuant to this Agreement. Each Credit Party hereby (A) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such Obligations which are joint and several obligations of each grantor now or hereafter existing, and (B) grants to the Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations (whether at stated maturity, by acceleration or otherwise).

(b) Each Credit Party acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Existing ARCA. Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Agreement Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

EDUCATION MANAGEMENT CORPORATION
By:
	Name:
	Title:

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:

EDUCATION MANAGEMENT HOLDINGS LLC
By:
	Name:
	Title:

EDUCATION MANAGEMENT FINANCE CORP.
By:
	Name:
	Title:

ARGOSY UNIVERSITY FAMILY CENTER, INC.

EDMC MARKETING AND ADVERTISING, INC.

HIGHER EDUCATION SERVICES, INC.

MCM UNIVERSITY PLAZA, INC.

THE CONNECTING LINK, INC.

AID RESTAURANT, INC.

AIH RESTAURANT, INC.

AIIM RESTAURANT, INC.

BROWN MACKIE EDUCATION CORPORATION

EDUCATION FINANCE II LLC

SOUTH UNIVERSITY RESEARCH CORPORATION

THE ART INSTITUTES INTERNATIONAL LLC

AICA-IE RESTAURANT, INC.

AIIN RESTAURANT LLC

AIT RESTAURANT, INC.

AITN RESTAURANT, INC.

By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and as Collateral Agent
By:
	Name:
	Title:

Annex B

Amendments and restatements of the following:

• Appendix A-1 [Term Loan Commitments]

• Appendix A-2 [Revolving Commitments]

• Appendix B [Notice Addresses]

• Schedule 4.1 [Jurisdictions of Organization]

Annex B

Appendix A-1 to

Third Amended and Restated

Credit and Guaranty Agreement

Term Loan Commitments¹

Class	Per Lender	Aggregate
Tranche C-2 Cash Pay Term Loan	On file with Administrative Agent	$	2,994,465.16
Tranche C-2 PIK Term Loan	On file with Administrative Agent	$	725,374,955.44
Tranche C-3 Cash Pay Term Loan	On file with Administrative Agent	$	12,125,998.28
Tranche C-3 PIK Term Loan	On file with Administrative Agent	$	329,345,821.55

¹  As of the Amendment Agreement Effective Date, after giving effect to conversions pursuant to the Amendment Agreement.

Appendix A-2 to

Third Amended and Restated

Credit and Guaranty Agreement

Revolving Commitments²

Class	Per Lender	Aggregate
Non-Extended Revolving Commitment	On file with Administrative Agent	$	0.00
Extended Revolving Commitment	On file with Administrative Agent	$	328,312,500.00

²  As of the Amendment Agreement Effective Date, after giving effect to conversions pursuant to the Amendment Agreement.

Appendix B to

Third Amended and Restated

Credit and Guaranty Agreement

Notice Addresses

CREDIT PARTIES

EDUCATION MANAGEMENT CORPORATION

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Vice President and Treasurer

Telephone:

Facsimile:

Email:

EDUCATION MANAGEMENT LLC

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Vice President and Treasurer

Telephone:

Facsimile:

Email:

EDUCATION MANAGEMENT HOLDINGS LLC

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

EDUCATION MANAGEMENT FINANCE CORP.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AICA-IE RESTAURANT, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AID RESTAURANT, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AIH RESTAURANT, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AIIM RESTAURANT, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AIIN RESTAURANT LLC

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AIT RESTAURANT, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

AITN RESTAURANT, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

ARGOSY UNIVERSITY FAMILY CENTER, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

BROWN MACKIE EDUCATION CORPORATION

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

EDMC MARKETING AND ADVERTISING, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

EDUCATION FINANCE II LLC

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

HIGHER EDUCATION SERVICES, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

MCM UNIVERSITY PLAZA, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

SOUTH UNIVERSITY RESEARCH CORPORATION

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

THE ART INSTITUTES INTERNATIONAL LLC

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

THE CONNECTING LINK, INC.

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: James Terrell, Treasurer

Telephone:

Facsimile:

Email:

in each case, with a copy to:

General Counsel

c/o EDMC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222

Attention: Devitt Kramer, Senior Vice President,

      General Counsel and Corporate Secretary

Telephone:

Facsimile:

Email:

and

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: Josh Feltman

Telephone:

Facsimile:

Email:

ADMINISTRATIVE AGENT AND COLLATERAL AGENT

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

214 N. Tryon Street, 26th Floor

Charlotte, NC 28202

Attention: CDO Trust Services / James Hanley

Facsimile:

Email:

ISSUING BANK

BNP PARIBAS,

as Issuing Bank

525 Washington Boulevard

Jersey City, NJ 07310

Attention: David Perez

Facsimile:

Email:

LENDERS

On file with the Administrative Agent

Schedule 4.1 to

Third Amended and Restated

Credit and Guaranty Agreement

Jurisdiction of Organization

Full Legal Name	Jurisdiction of Organization
AICA-IE Restaurant, Inc.	California
AID Restaurant, Inc.	Texas
AIH Restaurant, Inc.	Texas
AIIM Restaurant, Inc.	Minnesota
AIIN Restaurant LLC	Indiana
AIT Restaurant, Inc.	Florida
AITN Restaurant, Inc.	Tennessee
American Education Centers, Inc.	Delaware
Argosy Education Group, Inc.	Illinois
Argosy University Family Center, Inc.	Minnesota
Argosy University of California LLC	California
Argosy University of Florida, Inc.	Florida (inactive)
Art Institute of Honolulu, Inc.	Hawaii (inactive)
Art Institute of Orlando, Inc.	Florida (inactive)
Brown Mackie College—Albuquerque LLC	New Mexico
Brown Mackie College—Birmingham LLC	Alabama
Brown Mackie College—Boise, Inc.	Idaho
Brown Mackie College—Dallas/ Ft. Worth LLC	Texas
Brown Mackie College—Greenville, Inc.	South Carolina
Brown Mackie College—Indianapolis, Inc.	Indiana
Brown Mackie College—Kansas City LLC	Kansas
Brown Mackie College—Miami North LLC	Florida
Brown Mackie College—Miami, Inc.	Florida
Brown Mackie College—Oklahoma City LLC	Oklahoma
Brown Mackie College—Phoenix, Inc.	Arizona
Brown Mackie College—Salina LLC	Kansas
Brown Mackie College—San Antonio LLC	Texas
Brown Mackie College—St. Louis, Inc.	Missouri
Brown Mackie College—Tucson, Inc.	Arizona
Brown Mackie College—Tulsa, Inc.	Oklahoma
Brown Mackie Education Corporation	Delaware
EDMC Management Holdings Limited	British Columbia
EDMC Marketing and Advertising, Inc.	Georgia
Education Finance II LLC	Delaware
Education Management Corporation	Pennsylvania
Education Management Finance Corp.	Delaware
Education Management Holdings LLC	Delaware
Education Management LLC	Delaware
EITA Holdings, Inc.	Delaware
Higher Education Services, Inc.	Georgia
MCM University Plaza, Inc.	Illinois
Miami International University of Art & Design, Inc.	Florida

Full Legal Name	Jurisdiction of Organization
Michiana College Education Corporation	Delaware
New York Institute of Art, Inc.	New York (inactive)
South Education—Texas LLC	Texas
South Education Corporation	Kansas
South University of Alabama, Inc.	Alabama
South University of Arizona LLC	Arizona
South University of Arkansas LLC	Arkansas
South University of Carolina, Inc.	South Carolina
South University of Florida, Inc.	Florida
South University of Michigan, LLC	Michigan
South University of Missouri, Inc.	Missouri
South University of North Carolina LLC	North Carolina
South University of Ohio LLC	Ohio
South University of Tennessee, Inc.	Tennessee (inactive)
South University of Virginia, Inc.	Virginia
South University Research Corporation	Georgia
South University, LLC	Georgia
Southern Ohio College, LLC	Delaware
Stautzenberger College Education Corporation	Delaware
TAIC—San Diego, Inc. (The Art Institute of California—San Diego)	California
TAIC—San Francisco, Inc. (The Art Institute of California—San Francisco)	California
The Art Institute of Atlanta, LLC	Georgia
The Art Institute of Austin, Inc.	Texas
The Art Institute of California—Hollywood, Inc.	California
The Art Institute of California—Inland Empire, Inc.	California
The Art Institute of California—Los Angeles, Inc.	California
The Art Institute of California—Orange County, Inc.	California
The Art Institute of California—Sacramento, Inc.	California
The Art Institute of California—Silicon Valley, Inc.	California
The Art Institute of Charleston, Inc.	South Carolina
The Art Institute of Charlotte, LLC	North Carolina
The Art Institute of Colorado Springs LLC	Colorado
The Art Institute of Colorado, Inc.	Colorado
The Art Institute of Connecticut LLC	Connecticut
The Art Institute of Dallas, Inc.	Texas
The Art Institute of Fort Lauderdale, Inc.	Florida
The Art Institute of Fort Worth, Inc.	Texas
The Art Institute of Houston, Inc.	Texas
The Art Institute of Indianapolis, LLC	Indiana
The Art Institute of Jacksonville, Inc.	Florida
The Art Institute of Las Vegas, Inc.	Nevada
The Art Institute of Michigan, Inc.	Michigan
The Art Institute of New Jersey LLC	New Jersey
The Art Institute of New York City, Inc.	New York
The Art Institute of Ohio—Cincinnati, Inc.	Ohio
The Art Institute of Philadelphia LLC	Pennsylvania
The Art Institute of Pittsburgh LLC	Pennsylvania
The Art Institute of Portland, Inc.	Oregon
The Art Institute of Raleigh—Durham, Inc.	North Carolina
The Art Institute of Salt Lake City, Inc.	Utah

Full Legal Name	Jurisdiction of Organization
The Art Institute of San Antonio, Inc.	Texas
The Art Institute of Seattle, Inc.	Washington
The Art Institute of St. Louis, Inc.	Missouri
The Art Institute of Tampa, Inc.	Florida
The Art Institute of Tennessee—Nashville, Inc.	Tennessee
The Art Institute of Tucson, Inc.	Arizona
The Art Institute of Vancouver, Inc.	British Columbia
The Art Institute of Virginia Beach LLC	Virginia
The Art Institute of Washington—Dulles LLC	Virginia
The Art Institute of Washington, Inc.	District of Columbia
The Art Institute of Wisconsin LLC	Wisconsin
The Art Institute of York—Pennsylvania LLC	Pennsylvania
The Art Institutes International—Kansas City, Inc.	Kansas
The Art Institutes International LLC	Pennsylvania
The Art Institutes International Minnesota, Inc.	Minnesota
The Asher School of Business Education Corporation	Delaware
The Connecting Link, Inc.	Georgia
The Illinois Institute of Art—Tinley Park LLC	Illinois
The Illinois Institute of Art at Schaumburg, Inc.	Illinois
The Illinois Institute of Art, Inc.	Illinois
The Institute of Post-Secondary Education, Inc.	Arizona
The New England Institute of Art, LLC	Massachusetts
The University of Sarasota, Inc.	Florida
Western State University of Southern California	California

Annex C

Addition of the following:

• Schedule 4.6 [Litigation]

• Exhibit B-6 [Tranche C-2 PIK Term Loan Note]

• Exhibit B-7 [Tranche C-3 PIK Term Loan Note]

• Exhibit B-8 [Extended Revolving Loan Note]

• Exhibit B-9 [Tranche C-3 Cash Pay Term Loan Note]

Annex C

Schedule 4.6 to

Third Amended and Restated

Credit and Guaranty Agreement

Litigation

As of the Amendment Agreement Effective Date, Education Management and its Subsidiaries (collectively, “we,” “us” or the “Company”) are the subject of the following actions, suits, proceedings, claims or disputes pending or threatened in writing or contemplated at law, in equity, in arbitration or before any Governmental Authority that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Qui Tam Actions

Washington v. Education Management Corporation

On May 3, 2011, a qui tam action captioned United States of America, and the States of California, Florida, Illinois, Indiana, Massachusetts, Minnesota, Montana, New Jersey, New Mexico, New York and Tennessee, and the District of Columbia, each ex rel. Lynntoya Washington and Michael T. Mahoney v. Education Management Corporation, et al. (“Washington”) filed under the federal False Claims Act in April 2007 was unsealed due to the U.S. Department of Justice’s decision to intervene in the case. Five of the states listed on the case caption joined the case based on qui tam actions filed under their respective False Claims Acts. The Court granted the Company’s motion to dismiss the District of Columbia from the case and denied the Commonwealth of Kentucky’s motion to intervene in the case under its consumer protection laws. The case, which is pending in federal district court in the Western District of Pennsylvania, relates to whether the Company’s compensation plans for admission representatives violated the Higher Education Act of 1965, as amended (“HEA”), and U.S. Department of Education regulations prohibiting an institution participating in Title IV programs from providing any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments to any person or entity engaged in any student recruitment or admissions activity during the period of July 1, 2003 through June 30, 2011. The complaint was initially filed by a former admissions representative at The Art Institute of Pittsburgh Online Division and a former director of training at EDMC Online Higher Education and asserts the relators are entitled to recover treble the amount of actual damages allegedly sustained by the federal government as a result of the alleged activity, plus civil monetary penalties. The complaint does not specify the amount of damages sought but claims that the Company and/or students attending the Company’s schools received over $11 billion in funds from participation in Title IV programs and state financial aid programs during the period of alleged wrongdoing.

On May 11, 2012, the Court ruled on the Company’s motion to dismiss case for failure to state a claim upon which relief can be granted, dismissing the claims that the design of the Company’s compensation plan for admissions representatives violated the incentive compensation rule and allowing common law claims and the allegations that the plan as implemented violated the rule to continue to discovery. The Company believes the case to be without merit and intends to vigorously defend itself. From time to time, the Company engages in settlement discussions with respect to this case.

There can be no assurance that these conversations will lead to a settlement acceptable to all parties and approved by all parties. There can also be no assurance that any settlement will be within amounts currently accrued or be covered by insurance or not be material to the Company.

Sobek v. Education Management Corporation

On March 13, 2012, a qui tam action captioned United States of America, ex rel. Jason Sobek v. Education Management Corporation, et al. filed under the federal False Claims Act on January 28, 2010 was unsealed after the U.S. Department of Justice declined to intervene in the case. The case, which is pending in the federal district court in the Western District of Pennsylvania, alleges that the defendants violated the U.S. Department of Education’s regulation prohibiting institutions from making substantial misrepresentations to prospective students, did not adequately track student academic progress and violated the U.S. Department of Education’s prohibition on the payment of incentive compensation to admissions representatives. The complaint was filed by a former project associate director of admissions at EDMC Online Higher Education who worked for South University and asserts the relator is entitled to recover treble the amount of actual damages allegedly sustained by the federal government as a result of the alleged activity, plus civil monetary penalties. The complaint does not specify the amount of damages sought but claims that the Company’s institutions were ineligible to participate in Title IV programs during the period of alleged wrongdoing.

In August 2013, the parties to the action, along with the U.S. Department of Justice, participated in a private mediation in which the relator and defendants reached an agreement in principle regarding the financial terms of a potential settlement. The agreement between the parties remains subject to approval by the U.S. Department of Justice. Significant terms remain to be negotiated, and there is no certainty that a final agreement will be reached. The settlement amount agreed to by the parties under the terms of the agreement in principle would be paid by the Company’s insurer and the Company would pay an immaterial amount of attorneys’ fees incurred by the relator. The ultimate dismissal of the action, should a final settlement be reached, is subject to the Court’s approval.

Additional Actions

In the course of settlement discussions regarding the Sobek matter, the U.S. Department of Justice informed the Company that it is the subject of an investigation related to a claim under the federal false claims act by the U. S. Attorney’s Office for the Middle District of Tennessee. Additionally, in March 2014 the U.S. Department of Justice informed the Company that it is the subject of an investigation related to a claim under the federal false claims act by the U.S. Attorney’s Office for the Western District of Pennsylvania. The Company plans to cooperate with the U.S. Department of Justice with regard to these matters. However, the Company cannot predict the eventual scope, duration or outcome of the investigations at this time.

Shareholder Derivative Lawsuits

Oklahoma Law Enforcement Retirement System v. Nelson

On May 21, 2012, a shareholder derivative class action captioned Oklahoma Law Enforcement Retirement System v. Todd S. Nelson, et al. was filed against the directors of the Company in state court located in Pittsburgh, PA. The Company is named as a nominal defendant in the case. The complaint alleges that the defendants violated their fiduciary obligations to the Company’s shareholders due to the Company’s violation of the U.S. Department of Education’s prohibition on paying incentive compensation to admissions representatives, engaging in improper recruiting tactics in violation of Title IV of the HEA and accrediting agency standards, improper classification of job placement data for graduates of its schools and failure to satisfy the U.S. Department of Education’s financial responsibility standards. The Company previously received two demand letters from the plaintiff which were investigated by a Special Litigation Committee of the Board of Directors and found to be without merit.

The Company and the director defendants filed a motion to dismiss the case with prejudice on August 13, 2012. In response, the plaintiffs filed an amended complaint making substantially the same allegations as the initial complaint on September 27, 2012. The Company and the director defendants filed a motion to dismiss the amended complaint on October 17, 2012. On July 16, 2013, the Court dismissed the claims that the Company engaged in improper recruiting tactics and mismanaged the Company’s financial well-being with prejudice and found that the Special Litigation Committee could conduct a supplemental investigation of the plaintiff’s claims related to incentive compensation paid to admissions representatives and graduate placement statistics. The Special Litigation Committee filed supplemental reports on October 15, 2013, January 9, 2014 and February 28, 2014, finding no support for the incentive compensation and graduate placement statistic claims. The Court held a hearing on the defendants’ supplemental motion to dismiss the case on January 29, 2014.

Bushansky v. Nelson

On August 3, 2012, a shareholder derivative class action captioned Stephen Bushansky v. Todd S. Nelson, et al. was filed against certain of the directors of the Company in federal district court in the Western District of Pennsylvania. The Company is named as a nominal defendant in the case.

The complaint alleges that the defendants violated their fiduciary obligations to the Company’s shareholders due to the Company’s use of improper recruiting, enrollment admission and financial aid practices and violation of the U.S. Department of Education’s prohibition on the payment of incentive compensation to admissions representatives. The Company previously received a demand letter from the plaintiff which was investigated by a Special Litigation Committee of the Board of Directors and found to be without merit. The Company believes that the claims set forth in the complaint are without merit and intends to vigorously defend itself. The Company and the named director defendants filed a motion to stay the litigation pending the resolution of the Oklahoma Law Enforcement Retirement System shareholder derivative case or, alternatively, dismiss the case on October 19, 2012. On August 5, 2013, the Court granted the Company’s motion to stay the case in light of the ruling on the defendants’ motion to dismiss the Oklahoma Law Enforcement Retirement System case.

OIG Subpoena

On May 24, 2013, the Company received a subpoena from the Office of Inspector General of the U.S. Department of Education requesting policies and procedures related to Argosy University’s attendance, withdrawal and return to Title IV policies during the period of July 1, 2010 through December 31, 2011 and detailed information on a number of students who enrolled in Argosy University’s Bachelor’s of Psychology degree program. The Company plans to cooperate with the Office of Inspector General in connection with its investigation. However, the Company cannot predict the eventual scope, duration or outcome of the investigation at this time.

State Attorneys General Investigations

The Company received inquiries from 13 states in January 2014 and an additional state in March 2014 regarding the Company’s business practices. The Attorney General of the Commonwealth of Pennsylvania informed the Company that it will serve as the point of contact for the inquiries related to the Company. The inquiries focus on the Company’s practices relating to the recruitment of students, graduate placement statistics, graduate certification and licensing results, and student lending activities, among other matters. Several other companies in the proprietary education industry have disclosed that they received similar inquiries. The Company intends to cooperate with the states involved and cannot predict the eventual scope, duration or outcome of the investigation at this time.

Massachusetts

In January 2013, The New England Institute of Art received a civil investigative demand from the Commonwealth of Massachusetts Attorney General requesting information for the period from January 1, 2010 to the present pursuant to an investigation of practices by the school in connection with marketing and advertising job placement and student outcomes, the recruitment of students and the financing of education. The Company previously responded to a similar request that The New England Institute of Art received in June 2007 and intends to cooperate with the Attorney General in connection with its investigation. However, the Company cannot predict the eventual scope, duration or outcome of the investigation at this time.

New York

In August 2011, the Company received a subpoena from the Attorney General of the State of New York requesting documents and detailed information for the time period of January 1, 2000 through the present. The Art Institute of New York City is the Company’s only school located in New York though the subpoena also addresses fully-online students who reside in the State. The subpoena is primarily related to the Company’s compensation of admissions representatives and recruiting activities. The relators in the Washington qui tam case filed the complaint under the State of New York’s False Claims Act though the state has not announced an intention to intervene in the matter. The Company intends to cooperate with the investigation. However, the Company cannot predict the eventual scope, duration or outcome of the investigation at this time.

Kentucky

In December 2010, the Company received a subpoena from the Office of Consumer Protection of the Attorney General of the Commonwealth of Kentucky requesting documents and detailed information for the time period of January 1, 2008 through December 31, 2010. The Company has three Brown Mackie College locations in Kentucky. The Kentucky Attorney General announced an investigation of the business practices of proprietary post-secondary schools and that subpoenas were issued to six proprietary colleges that do business in Kentucky in connection with the investigation. The Company intends to continue to cooperate with the investigation. However, the Company cannot predict the eventual scope, duration or outcome of the investigation at this time.

Florida

In October 2010, Argosy University received a subpoena from the Florida Attorney General’s office seeking a wide range of documents related to the Company’s institutions, including the nine institutions located in Florida, from January 2, 2006 to the present. The Florida Attorney General has announced that it is investigating potential misrepresentations in recruitment, financial aid and other areas. The Company is cooperating with the investigation, but has also filed a suit to quash or limit the subpoena and to protect information sought that constitutes proprietary or trade secret information. The Company cannot predict the eventual scope, duration or outcome of the investigation at this time.

Argosy University, Seattle APA Program Accreditation Lawsuits

In August 2013, a petition was filed in the Superior Court of the State of Washington (King County) in the case of Winters, et al. v. Argosy Education Group, et al. by 20 former students in the Clinical Psychology program offered by the Seattle campus of Argosy University. In December 2013, a similar petition was filed in the same court in the case of McMath, et al. v. Argosy Education Group, et al. by nine former students in the Clinical Psychology program offered by the Seattle campus of Argosy University. Both cases allege negligent misrepresentation due to the failure of the Clinical Psychology program to obtain accreditation from the American Psychology Association (“APA”), breach of contract, violation of the Washington State Consumer Protection Act, negligent infliction of emotional distress, negligence and lack of institutional control, negligent misrepresentation, breach of fiduciary duty, negligent failure to disclose and fraud. The Seattle campus of Argosy University announced that it was teaching-out (i.e., not accepting new students into the program) the Clinical Psychology program in November 2011 due to the inability to obtain APA accreditation. The Company believes the claims in the lawsuits to be without merit and intends to vigorously defend itself.

New England Institute of Art Show Cause Order

On May 7, 2014, The New England Institute of Art (“NEIA”) received a “show cause” order from its institutional accreditor, the New England Association of Schools and Colleges (“NEASC”). Under the show cause order, NEIA must demonstrate to NEASC why its institutional accreditation should not be withdrawn. The NEASC Commission on Institutions of Higher Education (the “Commission”), in response to a five year progress report submitted by NEIA, issued the show cause order to NEIA due to significant concerns about NEIA’s ability to

meet NEASC’s Standards for Accreditation related to financial resources, organization and governance, faculty, students, and library and other information resources. NEIA will respond to the issues identified by the Commission at a meeting of the Commission to be held in September 2014. In the event that NEIA demonstrates that it has a viable plan to come into compliance with NEASC’s Standards for Accreditation, NEIA would be placed on probation for a two year period. In the event that NEIA’s request for probation is denied by the Commission, NEIA could appeal to an appeals panel established by NEASC of individuals who were not involved in the initial decision but who are familiar with the Standards for Accreditation and the related policies. As of March 31, 2014, approximately 600 students attended NEIA, which is one of fifty Art Institute schools.

Exhibit B-6 to

Third Amended and Restated

Credit and Guaranty Agreement

Tranche C-2 PIK Term Loan Note

$[1][     ,        ,     ]

September [ ], 2014

FOR VALUE RECEIVED, EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS] ($[1][     ,     _,     ]) in the installments referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of September [     ], 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation, EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party thereto from time to time, the Lenders party thereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (as successor to BNP Paribas in such capacity) and as Collateral Agent (as successor to BNP Paribas in such capacity).

Company shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

This Note is one of the “Tranche C-2 PIK Term Loan Notes” in the aggregate principal amount of $[     _,     ,        ] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this

[¹] Lender’s Tranche C-2 PIK Term Loan Commitment

Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

This Note amends and restates an existing Note or Notes under the Existing ARCA and does not constitute a novation, payment and reborrowing or termination of such existing Note or Notes or of other obligations under such existing Note or Notes, and all such obligations are in all respects continued and outstanding as obligations under this Note except to the extent that such obligations are modified from and after the date of this Note as provided in the Credit Agreement and the other Credit Documents.

This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:

Exhibit B-7 to

Third Amended and Restated

Credit and Guaranty Agreement

Tranche C-3 PIK Term Loan Note

$[1][     ,        ,     ]

September [     ], 2014

FOR VALUE RECEIVED, EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS] ($[1][     ,     _,     ]) in the installments referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of September [     ], 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation, EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party thereto from time to time, the Lenders party thereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (as successor to BNP Paribas in such capacity) and as Collateral Agent (as successor to BNP Paribas in such capacity).

Company shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

This Note is one of the “Tranche C-3 PIK Term Loan Notes” in the aggregate principal amount of $[     _,     ,        ] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this

[¹] Lender’s Tranche C-3 PIK Term Loan Commitment

Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

This Note amends and restates an existing Note or Notes under the Existing ARCA and does not constitute a novation, payment and reborrowing or termination of such existing Note or Notes or of other obligations under such existing Note or Notes, and all such obligations are in all respects continued and outstanding as obligations under this Note except to the extent that such obligations are modified from and after the date of this Note as provided in the Credit Agreement and the other Credit Documents.

This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:

Exhibit B-8 to

Third Amended and Restated

Credit and Guaranty Agreement

Extended Revolving Loan Note

$[1][     ,        ,     ]

September [     ], 2014

FOR VALUE RECEIVED, EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before July 2, 2015, the lesser of (a) [1][DOLLARS] ($[1][     ,     _,     ]) and (b) the unpaid principal amount of all advances made by Payee to Company as Extended Revolving Loans under the Credit Agreement referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of September [ ], 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation, EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party thereto from time to time, the Lenders party thereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (as successor to BNP Paribas in such capacity) and as Collateral Agent (as successor to BNP Paribas in such capacity).

This Note is one of the “Extended Revolving Loan Notes” in the aggregate principal amount of $[     _,     ,        ] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

[¹] Lender’s Extended Revolving Commitment

This Note amends and restates an existing Note or Notes under the Existing ARCA and does not constitute a novation, payment and reborrowing or termination of such existing Note or Notes or of other obligations under such existing Note or Notes, and all such obligations are in all respects continued and outstanding as obligations under this Note except to the extent that such obligations are modified from and after the date of this Note as provided in the Credit Agreement and the other Credit Documents.

This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:

TRANSACTIONS ON

EXTENDED REVOLVING LOAN NOTE

Date Amount of Loan Made This Date Amount of Principal Paid This Date Outstanding Principal Balance This Date Notation Made By

Exhibit B-9 to

Third Amended and Restated

Credit and Guaranty Agreement

Tranche C-3 Cash Pay Term Loan Note

$[1][     ,        ,     ]

September [     ], 2014

FOR VALUE RECEIVED, EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS] ($[1][     ,     _,     ]) in the installments referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of September [ ], 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation, EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party thereto from time to time, the Lenders party thereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (as successor to BNP Paribas in such capacity) and as Collateral Agent (as successor to BNP Paribas in such capacity).

Company shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

This Note is one of the “Tranche C-3 Cash Pay Term Loan Notes” in the aggregate principal amount of $[     _,     ,         ] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall

[¹] Lender’s Tranche C-3 Cash Pay Term Loan Exposure as of the Amendment Agreement Effective Date.

be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

This Note amends and restates an existing Note or Notes under the Existing ARCA and does not constitute a novation, payment and reborrowing or termination of such existing Note or Notes or of other obligations under such existing Note or Notes, and all such obligations are in all respects continued and outstanding as obligations under this Note except to the extent that such obligations are modified from and after the date of this Note as provided in the Credit Agreement and the other Credit Documents.

This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:

Annex D

Form of Restructuring Support Agreement

[See Exhibit 10.1]

Annex E

Form of Exchange Agreement

[On File with the Administrative Agent]

EX-10.3

Exhibit 10.3

EXECUTION

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of September 5, 2014, among Education Management LLC, a Delaware limited liability company (the “Company”), Education Management Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., a national banking association as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, each of the Issuers has heretofore executed and delivered to the Trustee an Indenture (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Indenture”), dated as of March 5, 2013, providing for the issuance of Senior Cash Pay/PIK Notes due 2018 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Issuers and the Trustee may amend or supplement the Indenture with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class;

WHEREAS, on the terms and subject to the conditions of that certain Consent Solicitation Statement, dated August 27, 2014 (the “Consent Solicitation Statement”), the Issuers commenced a solicitation of consents on August 27, 2014 to certain amendments (the “Amendments”) to the Indenture set forth below in Section 2 of this Supplemental Indenture;

WHEREAS, in accordance with the terms of the Consent Solicitation Statement, Holders of at least a majority in aggregate principal amount of outstanding Notes have validly delivered, and not withdrawn, consents to the Amendments;

WHEREAS, the Issuers have filed with the Trustee evidence satisfactory to the Trustee of such consents;

WHEREAS, the Issuers have requested and hereby direct that the Trustee join with the Issuers in the execution of this Supplemental Indenture containing the Amendments;

WHEREAS, each Issuer has duly adopted, and delivered to the Trustee, resolutions of its board of directors authorizing the execution and delivery of this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture by the Issuers and to make this Supplemental Indenture valid and binding on the Issuers have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Amendments.

(a) Additions to Section 1.01: The following definitions are hereby added to Section 1.01 of the Indenture in the appropriate alphabetical location:

(i) ““Notes Exchange Offer” means any offer to Holders and to holders of Refinancing Notes by Parent, Company and/or any affiliate thereof to exchange the Notes and such Refinancing Notes for debt, Equity Interests or other obligations of or interests in Parent or any Subsidiary thereof, including without limitation as contemplated by the RSA.”

(ii) ““Notes Exchange Offer Completion Date” means the date of completion of any Notes Exchange Offer, including the acceptance and exchange of any Notes and Refinancing Notes tendered in such Notes Exchange Offer, which date shall be evidenced by an Officer’s Certificate delivered to the Trustee.”

(iii) ““Refinancing Notes” means senior notes issued in exchange for all or any portion of the Notes on or after September 1, 2014, which Refinancing Notes shall be specified in an Officer’s Certificate delivered to the Trustee.”

(iv) ““RSA” means a Restructuring Support Agreement (together with all exhibits and annexes thereto) in respect of the financial restructuring transactions described in Parent’s Current Report on Form 8-K dated August 27, 2014, as such transactions may be amended, supplemented or otherwise modified from time to time.”

(b) Amendment and Restatement of Section 4.03: Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:

“Section 4.03. Reports and Other Information. (a) The Company shall file with the Trustee, within 15 days after it files any annual and quarterly reports, information, documents and other reports with the SEC, copies of such reports, information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(b) In the event the Company is at any time not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall provide the Trustee:

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year, (A) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year setting forth in each case in comparative form the figures for the previous fiscal year that would be contained in an Annual Report on Form 10-K if the Company were required to file

such a report (subject to the proviso below), and (B) management’s discussion and analysis of significant operational and financial developments during such fiscal year, all of which shall be in reasonable detail (which may be less detail than contemplated by Section 13 or 15(d) of the Exchange Act and applicable regulations) and, with respect to such consolidated financial statements, prepared in accordance with GAAP and, audited and accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards;

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, (A) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year that would be contained in a Quarterly Report on Form 10-Q if the Company were required to file such a report (subject to the proviso below), and (B) management’s discussion and analysis of significant operational and financial developments during such quarterly period, all of which shall be in reasonable detail (which may be less detail than contemplated by Section 13 or 15(d) of the Exchange Act and applicable regulations); and

(iii) within five (5) Business Days after the occurrence of any event that would require the filing of a Current Report on Form 8-K pursuant to the items specified below, current reports containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Items 1.01 (Entry into a Material Definitive Agreement) (limited to agreements for business acquisitions), 1.02 (Termination of a Material Definitive Agreement) (limited to agreements for business acquisitions), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.02 (Results of Operations and Financial Condition) (limited to earnings announcements regarding a completed fiscal year or quarter), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) (other than as contemplated in the Restructuring Support Agreement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.05 (Costs Associated with Exit or Disposal Activities), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant) and 5.02(a) and (b) (Departure of Directors or Principal Officers); provided, however, that (a) no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Issuers and the Restricted Subsidiaries, taken as a whole and (b) trade secrets and other confidential information that is competitively sensitive, or information that the Company is otherwise prohibited by law or contract from disclosing, in each case in the good faith and reasonable determination of the Company may be excluded from disclosures;

provided, further, however, that such reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, as amended, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measure contained therein, so long a reconciliation to the most comparable GAAP financial measure is provided), (b) shall not be required to comply with Items 402 of Regulation S-K promulgated by the SEC, (c) shall not be required to comply with Rule 3-10 or Rule 3-16 of Regulation S-X, (d) shall not be required to include any segment or business unit level financial information and (e) shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K.

(c) The requirement to deliver any of the reports required pursuant to Section 4.03(a) and Section 4.03(b) may be satisfied within the time periods specified above via press release by the Company and/or by the posting of such reports on the Company’s website, Intralinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (the “Secured System”). If the Company uses the Secured System to satisfy such requirements, it shall make readily and promptly available any password or other login information relating to the Secured System to Holders, prospective investors (each, a “Prospective Investor”), security analysts who have certified to the Company that they are reputable security analysts employed by a reputable financial institution who regularly cover or intend to cover the Company and the Notes (each, a “Security Analyst”) and market makers who have certified to the Company that they are reputable market makers who regularly make or intend to make a market in the Notes (each, a “Market Maker”), and shall make readily and promptly available on its external website contact information for being provided access to the Secured System to any Holders, Prospective Investors, Security Analysts or Market Makers and promptly comply with any such requests for access to the Secured System. The delivery of reports to the Trustee shall be made by electronic transmission to the Trustee. In addition, to the extent not satisfied by the foregoing, the Company shall furnish to Holders and to Securities Analysts and Prospective Investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) So long as any Notes are outstanding, the Company shall also:

(i) within twenty (20) Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (b)(i) and (b)(ii) above, and unless prohibited by applicable law, hold a conference call (which may be limited to those parties that have access to the Secured System and which may, at the Company’s option, be held as a single call together with investors holding other securities or debt of the Company) to discuss such reports and the results of operations for the relevant reporting period; and

(ii) issue a press release to the Secured System no fewer than three (3) Business Days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, Prospective Investors, Security Analysts and Market Makers to access the Secured System or to contact the appropriate person at the Company to obtain such information.

(e) The Company may satisfy its obligations under this Section 4.03 with respect to SEC reports and/or financial information relating to the Company by furnishing SEC reports and/or financial information relating to any direct or indirect parent company of the Company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.”

(c) Amendment of Section 4.16: Section 4.16 of the Indenture is hereby amended by inserting at the end thereof a new clause (e) as follows:

“(e) Notwithstanding anything to the contrary herein, from and after the Notes Exchange Offer Completion Date, Company and its Restricted Subsidiaries will not be subject to the following covenants, and such covenants shall be of no further force and effect: Section 4.03 hereof, Section 4.05 hereof, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.12 hereof, Section 4.13 hereof, Section 4.14 hereof, Section 4.15 hereof, Section 4.17 hereof and Section 5.01 hereof. Notwithstanding anything to the contrary herein, from and after the Notes Exchange Offer Completion Date, the events described in Section 6.01(a)(iv) and Section 6.01(a)(v) hereof shall cease to constitute “Events of Default” hereunder, and such sections of this Indenture shall be of no further force and effect. For the avoidance of doubt, transactions by the Company and its Subsidiaries, including as applicable, the transactions contemplated by the RSA, that are implemented, consummated or otherwise take place on the Notes Exchange Offer Completion Date will not be subject to the foregoing covenants and Events of Default.”

(d) Addition of Section 4.18: A new Section 4.18 is hereby added to the Indenture as follows:

“Section 4.18. Restructuring. Parent and the Issuers shall, and shall cause their Restricted Subsidiaries to, make available to all Holders the opportunity to exchange their Notes on substantially the same terms, including for substantially the same consideration (per dollar of principal amount), as shall be offered by any such Person in exchange for all of the Refinancing Notes, including pursuant to a Notes Exchange Offer.”

(e) Amendment of Section 10.06(a): Section 10.06(a) of the Indenture is hereby amended by:

(i) deleting “or” at the end of clause (iii);

(ii) replacing “and” at the end of clause (iv) with “or”; and

(iii) inserting a new clause (v) as follows:

“(v) in the case of Parent, the occurrence of the Notes Exchange Offer Completion Date; and”

Section 3. Operativeness of Amendments. The amendments set forth in Section 2 hereof shall not become operative (the date of operativeness, the “Operative Date”) until the Issuers shall have provided written confirmation to the Trustee that (a) Holders validly tendering consents pursuant to the Consent Solicitation Statement shall have received the Consent Payment (as defined in the Consent Solicitation Statement) and (b) not less than $150.0 million of the outstanding aggregate principal amount of the Notes shall have been exchanged for a like principal amount of new Senior PIK Toggle Notes due 2018, whose terms are substantially similar to those of the Notes, except that their interest shall be payable entirely in kind for the two interest periods ending September 30, 2014 and March 30, 2015.

Section 4. Miscellaneous.

(a) This Supplemental Indenture shall become effective on the date first above written (the “Effective Date”); provided, however, that if the Operative Date shall not have occurred by December 31, 2014, this Supplemental Indenture shall cease to be effective.

(b) THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(c) Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the Operative Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

(d) This Supplemental Indenture may be signed in various counterparts that together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.

(e) Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

(f) All agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns.

(g) The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals and statements contained herein, all of which are made solely by the Issuers and not by the Trustee, with the Trustee assuming no responsibility for their correctness.

(h) The section headings herein are for convenience only and shall not affect the construction hereof.

(i) If any provision in this Supplemental Indenture shall be inoperative, invalid, illegal or unenforceable, the operativeness, validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:
EDUCATION MANAGEMENT FINANCE CORP.
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Name:
	Title:

EX-10.4

Exhibit 10.4

EXECUTION

INDENTURE

Dated as of September 5, 2014

Among

EDUCATION MANAGEMENT LLC,

EDUCATION MANAGEMENT FINANCE CORP.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

SENIOR PIK TOGGLE NOTES DUE 2018

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03; 12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12; 9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions		1
Section 1.02.	Other Definitions		33
Section 1.03.	Incorporation by Reference of Trust Indenture Act		34
Section 1.04.	Rules of Construction		35
Section 1.05.	Acts of Holders		35
ARTICLE 2
THE NOTES
Section 2.01.	Form and Dating; Terms		37
Section 2.02.	Execution and Authentication		40
Section 2.03.	Registrar and Paying Agent		40
Section 2.04.	Paying Agent to Hold Money in Trust		41
Section 2.05.	Holder Lists		41
Section 2.06.	Transfer and Exchange		41
Section 2.07.	Replacement Notes		55
Section 2.08.	Outstanding Notes		55
Section 2.09.	Treasury Notes		56
Section 2.10.	Temporary Notes		56
Section 2.11.	Cancellation		56
Section 2.12.	Defaulted Interest		57
Section 2.13.	CUSIP Numbers		57
ARTICLE 3
REDEMPTION
Section 3.01.	Notices to Trustee		57
Section 3.02.	Selection of Notes to Be Redeemed or Purchased		58
Section 3.03.	Notice of Redemption		58
Section 3.04.	Effect of Notice of Redemption		59
Section 3.05.	Deposit of Redemption or Purchase Price		59
Section 3.06.	Notes Redeemed or Purchased in Part		60
Section 3.07.	Optional Redemption		60
Section 3.08.	Mandatory Redemption.		61
Section 3.09.	Offers to Repurchase by Application of Excess Proceeds		61
ARTICLE 4
COVENANTS
Section 4.01.	Payment of Notes		64
Section 4.02.	Maintenance of Office or Agency		64

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Section 4.03.	Reports and Other Information	65
Section 4.04.	Compliance Certificate	68
Section 4.05.	Taxes	68
Section 4.06.	Stay, Extension and Usury Laws	68
Section 4.07.	Limitation on Restricted Payments	69
Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	74
Section 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	76
Section 4.10.	Asset Sales	83
Section 4.11.	Transactions with Affiliates	86
Section 4.12.	Liens	88
Section 4.13.	Corporate Existence	89
Section 4.14.	Offer to Repurchase Upon Change of Control	89
Section 4.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	91
Section 4.16.	Discharge and Suspension of Covenants	92
Section 4.17.	Limitation on Activities of the Co-Issuer	92
ARTICLE 5
SUCCESSORS
Section 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets	93
Section 5.02.	Successor Substituted	96
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01.	Events of Default	96
Section 6.02.	Acceleration	99
Section 6.03.	Other Remedies	99
Section 6.04.	Waiver of Past Defaults	100
Section 6.05.	Control by Majority	100
Section 6.06.	Limitation on Suits	100
Section 6.07.	Rights of Holders of Notes to Receive Payment	101
Section 6.08.	Collection Suit by Trustee	101
Section 6.09.	Restoration of Rights and Remedies	101
Section 6.10.	Rights and Remedies Cumulative	101
Section 6.11.	Delay or Omission Not Waiver	102
Section 6.12.	Trustee May File Proofs of Claim	102
Section 6.13.	Priorities	102
Section 6.14.	Undertaking for Costs	103
ARTICLE 7
TRUSTEE
Section 7.01.	Duties of Trustee	103

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Section 7.02.	Rights of Trustee	104
Section 7.03.	Individual Rights of Trustee	106
Section 7.04.	Trustee’s Disclaimer	106
Section 7.05.	Notice of Defaults	106
Section 7.06.	Reports by Trustee to Holders of the Notes	106
Section 7.07.	Compensation and Indemnity	107
Section 7.08.	Replacement of Trustee	108
Section 7.09.	Successor Trustee by Merger, Etc.	109
Section 7.10.	Eligibility; Disqualification	109
Section 7.11.	Preferential Collection of Claims Against Issuers	109
Section 7.12.	Tax Reporting	109
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	110
Section 8.02.	Legal Defeasance and Discharge	110
Section 8.03.	Covenant Defeasance	111
Section 8.04.	Conditions to Legal or Covenant Defeasance	111
Section 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	113
Section 8.06.	Repayment to Issuers	113
Section 8.07.	Reinstatement	114
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01.	Without Consent of Holders of Notes	114
Section 9.02.	With Consent of Holders of Notes	115
Section 9.03.	Compliance with Trust Indenture Act	117
Section 9.04.	Revocation and Effect of Consents	117
Section 9.05.	Notation on or Exchange of Notes	118
Section 9.06.	Trustee to Sign Amendments, Etc.	118
Section 9.07.	Payment for Consent	118
ARTICLE 10
GUARANTEES
Section 10.01.	Guarantee	119
Section 10.02.	Limitation on Guarantor Liability	121
Section 10.03.	Execution and Delivery	121
Section 10.04.	Subrogation	121
Section 10.05.	Benefits Acknowledged	122
Section 10.06.	Release of Guarantees	122

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ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01.	Satisfaction and Discharge	122
Section 11.02.	Application of Trust Money	123
ARTICLE 12
MISCELLANEOUS
Section 12.01.	Trust Indenture Act Controls	124
Section 12.02.	Notices	124
Section 12.03.	Communication by Holders of Notes with Other Holders of Notes	125
Section 12.04.	Certificate and Opinion as to Conditions Precedent	125
Section 12.05.	Statements Required in Certificate or Opinion	126
Section 12.06.	Rules by Trustee and Agents	126
Section 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	126
Section 12.08.	Governing Law; Submission to Jurisdiction	126
Section 12.09.	Waiver of Jury Trial	127
Section 12.10.	Force Majeure	127
Section 12.11.	No Adverse Interpretation of Other Agreements	127
Section 12.12.	Successors	128
Section 12.13.	Severability	128
Section 12.14.	Counterpart Originals	128
Section 12.15.	Table of Contents, Headings, Etc.	128
Section 12.16.	Qualification of Indenture	128
Section 12.17.	Calculations	128

EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of September 5, 2014, among Education Management LLC, a Delaware limited liability company (the “Company”), Education Management Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have duly authorized the creation of an issue of $175,376,620 aggregate principal amount of Senior PIK Toggle Notes due 2018 (the “Initial Notes”);

WHEREAS, each of the Issuers and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued (or the principal amount of which will be increased) in respect of the outstanding principal amount of the Notes and PIK Notes issued or sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means additional Notes (other than the Initial Notes, any PIK Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described under Section 5.01(a) hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $10.0 million;

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(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets; and

(j) any financing transaction with respect to property built or acquired by the Issuers or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

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“Cash Equivalents” means:

(1) United States dollars;

(2) such local currencies held by the Company or any Restricted Subsidiary from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government), with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

4

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Co-Issuer” has the meaning set forth in the recitals hereto.

“Company” has the meaning set forth in the recitals hereto; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Company” shall be deemed to mean the board of directors of the Company when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

5

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non cash interest payments (but excluding any non cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) accretion or accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment and other financing fees; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to June 30, 2007), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and other restructuring costs shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

6

(3) any after tax effect of income (loss) from disposed or discontinued operations and any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (iii)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

7

(9) any impairment charge or asset write off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, and

(11) accruals and reserves that are established within twelve months after June 1, 2006 that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.

“Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items and excluding the amount of any Excluded Contributions) after deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and (2) all goodwill, tradenames, patents, unamortized debt discount and expense and other intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and determined in accordance with GAAP.

“Consolidated Leverage Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of such date (without giving effect to any repayments or prepayments of Indebtedness from the proceeds of Excluded Contributions) to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and any such Indebtedness of another Person guaranteed, or secured by a lien on any assets of, the Company or any of its Restricted Subsidiaries) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in

8

accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” means the office of the Trustee at which at any particular time its corporate trust business in Pittsburgh, Pennsylvania shall be principally administered, which office as of the date of this instrument is located at the address specified in Section 12.02 hereof, except that with respect to presentation of Notes for payment or for registration of transferor exchange, such term shall mean the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted, which office at the date of this instrument is located at 101 Barclay Street, New York, New York 10286; Attention: Corporate Trust Administration, or, in the case of any of such offices or agency, such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements

9

executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Dealer Managers” means Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases and Decreases of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the

10

Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

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(f) any other non cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (other than any such non-cash charges that represent an accrual or reserve for potential cash items in any future period, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under clause (c) of Section 4.11 hereof; plus

(i) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement reducing Consolidated Net Income, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company as equity (other than Disqualified Stock) or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (iii) of Section 4.07(a) hereof and the calculation set forth in clause (xii) of Section 4.09(b) hereof; plus

(j) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded;

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

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(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock (excluding Disqualified Stock) of the Company or any of its direct or indirect parent companies to the extent contributed to the Company as common equity, other than:

(1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Company; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock) of the Company,

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provided, that in the case of any Excluded Contribution relating to Qualified Proceeds, such contribution is designated as an Excluded Contribution pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made.

“Existing Notes” means the Senior Cash Pay/PIK Notes due 2018.

“Existing Notes Indenture” means the Indenture, dated as of March 5, 2013, among the Issuers, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the Existing Notes.

“Fairness Requirement” means, with respect to any transaction or series of related transactions, (i) the Company obtaining from an Independent Financial Advisor a written opinion to the effect that such transaction or transactions are fair, from a financial point of view (or words of similar import) to the Company and the Restricted Subsidiaries, taken as a whole and (ii) the Company otherwise is complying with Section 4.11 hereof.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness (other than Indebtedness repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required

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adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all dividends or other distributions accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any State thereof, or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

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“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture.

“Guarantor” means Parent and each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

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“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business.

“Indenture” means this Indenture, as amended or supplemented from time to time.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the recitals hereto.

“Interest Payment Date” means March 30 and September 30 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

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“Investors” means Goldman Sachs Capital Partners, Providence Equity Partners, Inc. and Leeds Equity Partners and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means September 5, 2014.

“Issuers” has the meaning set forth in the recitals hereto.

“Issuers’ Order” means a written request or order signed on behalf of each Issuer by an Officer of such Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest

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on Secured Indebtedness required (other than required by clause (i) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture and any PIK Notes. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the applicable Issuer, or any other applicable Person.

“Officer’s Certificate” means a certificate signed on behalf of each Issuer, or on behalf of any other applicable Person, by an Officer of such Issuer, or such applicable Person, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, or such applicable Person, that meets the requirements set forth in this Indenture.

“Old Notes” means the 8 ³⁄₄% Senior Notes due 2014 of the Issuers.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

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“Parent” means Education Management Corporation, a Pennsylvania corporation, and its permitted successors and assigns.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors and members of management of the Company (or its direct parent) who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in the Company or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

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(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (x) of Section 4.09(b) hereof;

(8) [Reserved];

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (iii) of Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

(11) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(12) [Reserved];

(13) advances to, or guarantees of Indebtedness of, employees not in excess of $5.0 million outstanding at any one time, in the aggregate;

(14) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof; and

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(15) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) (except transactions described in clauses (ii), (vi), (vii) and (ix) thereof).

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of the issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(6) Liens securing Indebtedness permitted to be incurred pursuant to clauses (i) (“Credit Facility Indebtedness”), (iv), (xii) or (xviii) of Section 4.09(b) hereof; provided that (i) Liens securing Indebtedness permitted to be incurred pursuant to clause (xviii) extend only to the assets of Foreign Subsidiaries and (ii) Liens securing Indebtedness permitted pursuant to clause (iv) extend only to the assets acquired;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Issuers or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuers and its Restricted Subsidiaries in the ordinary course of business;

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(15) Liens in favor of an Issuer or any Guarantor;

(16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuers’ clients;

(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6) (other than Liens securing Credit Facility Indebtedness), (7), (8) and (9) (it being understood that any such refinancing or replacement Liens shall be deemed reallocated to such clauses or subparts thereof); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(18) deposits made in the ordinary course of business to secure liability to insurance carriers;

(19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $35.0 million at any one time outstanding;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (v) of Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuers or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; and

(26) during a Suspension Period only, Liens securing Indebtedness, and Indebtedness represented by Sale and Leaseback Transactions, in an amount that does not exceed 15% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries at any one time outstanding.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. Additionally, solely for purposes of this definition and Section 4.12, any Indebtedness incurred during a Suspension Period that could have been incurred in compliance with an applicable provision under Section 4.09 were such covenant in effect at such time, may be deemed by the Company to have been so incurred.

Any Liens incurred for purposes of the Existing Notes Indenture between March 5, 2013 and the Issue Date that have been allocated to clause (6) or (19) of the definition of “Permitted Liens” thereunder shall be allocated to the corresponding clauses of this definition.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

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“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make ratings on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Record Date” for the interest payable on any applicable Interest Payment Date means March 15 or September 15 (whether or not a Business Day) next preceding such Interest Payment Date (provided, however, that the Record Date for the Interest Payment Date occurring on September 30, 2014 shall be the Issue Date).

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets

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transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer” means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Administration unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 6.02, Section 7.01(c)(ii) and the second sentence of Section 7.05 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Restructuring Support Agreement” means that certain Restructuring Support Agreement, dated on or about September 4, 2014, by and among Parent, Education Management Holdings LLC, a Delaware limited liability company, the Issuers, certain Subsidiaries of the Company party thereto, the Consenting Creditors (as defined therein) and the Consenting Shareholders (as defined therein), as such agreement may be amended, modified or supplemented from time to time.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

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“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Second Amended and Restated Credit and Guarantee Agreement, dated December 7, 2010, among the Company, the guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and the agents party thereto, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Significant Subsidiary” means (i) the Co-Issuer or (ii) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

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“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Total Assets” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated (excluding the amount of any Excluded Contributions).

“Transaction” means the merger contemplated by the Transaction Agreement, the issuance by the Issuers of the Old Notes and the 10 ¹⁄₄% Senior Subordinated Notes due 2016 and the related borrowings under the credit facilities to finance the merger and repay certain outstanding debt as contemplated in the Transaction Agreement.

“Transaction Agreement” means the Agreement and Plan of Merger dated as of March 3, 2006 between Education Management Corporation and EM Acquisition Corporation, as amended.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

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“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Increases and Decreases Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Upstream Restricted Payment” means any dividend, distribution, repayment, prepayment, repurchase, redemption, purchase or other retirement for value of Equity Interests or Subordinated Indebtedness of the Issuers or any of the Restricted Subsidiaries, except for any of the foregoing made to the Issuers or a Guarantor.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

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has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Company’s Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which the designation occurs would have been at least 2.00 to 1.00, had such designation occurred at the beginning of such four-quarter period and (ii) in the event that after such designation, the Company and its Restricted Subsidiaries would have obligations of Indebtedness in excess of the obligations in respect of Indebtedness of the Company and its Restricted Subsidiaries immediately before such designation, the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such designation occurs would have been not more than 3.25 to 1.00, had such designation occurred at the beginning of such four-quarter period; or

(2)(a) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, and (b) in the event that after such designation, the Successor Company would have obligations in respect of Indebtedness in excess of the obligations in respect of Indebtedness of the Company and its Restricted Subsidiaries immediately before such designation, the Consolidated Leverage Ratio of the Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

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“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02. Other Definitions.

Term	Defined in Section
Acceptable Commitment		4.10
AHYDO Redemption Date		3.08
Affiliate Transaction		4.11
Applicable Law		7.12
Asset Sale Offer		4.10
Authentication Order		2.02
Change of Control Offer		4.14
Change of Control Payment		4.14
Change of Control Payment Date		4.14
Code		3.08
Covenant Defeasance		8.03
Covenant Suspension Event		4.16
DTC		2.01
Event of Default		6.01
Excess Proceeds		4.10
incur		4.09
Legal Defeasance		8.02
Mandatory Principal Redemption		3.08
Mandatory Principal Redemption Amount		3.08
Market Maker		4.03
Note Register		2.03
Offer Amount		3.09
Offer Period		3.09

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Term	Defined in Section
Pari Passu Indebtedness		4.10
Paying Agent		2.03
Permitted Student Loan Investments		4.07
PIK Interest		2.01
PIK Notes		2.01
PIK Payment		2.01
Prospective Investor		4.03
Purchase Date		3.09
Refinancing Indebtedness		4.09
Refunding Capital Stock		4.07
Registrar		2.03
Restricted Payments		4.07
Reversion Date		4.16
Secured System		4.03
Security Analyst		4.03
Successor Company		5.01
Successor Person		5.01
Suspended Covenants		4.16
Suspension Period		4.16
Treasury Capital Stock		4.07

Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

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Section 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05. Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(a) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person

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executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(b) The ownership of Notes shall be proved by the Note Register.

(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(d) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(e) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(f) Without limiting the generality of the foregoing, a Holder, including DTC, as the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC as the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(g) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons,

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shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01. Form and Dating; Terms. (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1.00 in excess thereof, subject to the payment of PIK Interest and the issuance of PIK Notes. PIK Notes may be issued and PIK Interest will be paid in denominations of $1.00 and integral multiples of $1.00 in excess thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Increases and Decreases of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Increases and Decreases of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges, redemptions and the payment of PIK Interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

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(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by each Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from each Issuer.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and the PIK Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes and the PIK Notes (except that interest may accrue on the Additional Notes from the date of issuance thereof); provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. The Initial Notes and any Additional Notes and PIK Notes subsequently issued under this Indenture will be treated as a single

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class for all purposes under this Indenture, including, waivers, amendments, redemptions and offers to purchase, provided, however, that if the Additional Notes or PIK Notes are not fungible for U.S. federal income tax purposes with the Notes previously issued under the Indenture, such Additional Notes or PIK Notes will have a separate CUSIP number (or other applicable identifying number). Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

In addition to cash interest payable pursuant to Section 4.01 hereof, the Issuers promise to pay interest in kind (“PIK Interest”) on the Notes, which will accrue at a rate of (i) 1.0% per annum for the period from March 30, 2014 through and including March 30, 2015, (ii) 2.0% per annum for the period from March 30, 2015 through and including March 30, 2016, (iii) 3.0% per annum for the period from March 30, 2016 through and including March 30, 2017 and (iv) 4.0% per annum for the period from March 30, 2017 through and including July 1, 2018 and, in each case, be payable at the relevant Interest Payment Date by the making by the Issuers of a PIK Payment.

Notwithstanding the foregoing, for each of the Interest Payment Dates occurring on September 30, 2014 and March 30, 2015, interest on the Notes shall be paid entirely in PIK Interest by increasing the principal amount of the outstanding Notes or by issuing Notes (“PIK Notes”) (rounded up to the nearest $1.00) under this Indenture, with any additional Notes issued having the same terms and conditions as the Initial Notes (in each case, a “PIK Payment”).

PIK Interest shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $1.00), and the Trustee will, at the request of the Issuers, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Record Date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All PIK Notes will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated Notes will be issued with the description PIK on the face of such Note, and references to the “principal amount” of the Notes shall include any increase in the principal amount of the outstanding Notes as a result of any PIK Payment. Interest that is paid in the form of PIK Interest shall be considered paid or duly provided for, for all purposes of this Indenture, and shall not be considered overdue.

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Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described in Sections 3.07, 3.09, 4.10 and 4.14 hereof and upon acceleration or at maturity shall, in each case, be made solely in cash.

The calculation of PIK Interest shall be made by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate, and such calculation and the correctness thereof shall not be a duty or obligation of the Trustee.

At the maturity date of the Notes, an additional principal amount of 13% of the then aggregate principal amount of the Notes outstanding as of such maturity date (including PIK Interest as of such maturity date) shall be due and payable in cash to Holders of record of the Notes on such maturity date.

Section 2.02. Execution and Authentication. At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and any PIK Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or PIK Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers. No Opinion of Counsel or Officer’s Certificate must be delivered in connection with authentication and delivery of any PIK Notes.

Section 2.03. Registrar and Paying Agent. The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be

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presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their respective Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint DTC to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06. Transfer and Exchange. (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is

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unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 and 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given

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to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an

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Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or

(B) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

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(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such

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beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction

in

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accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to

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the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) [Reserved].

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(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend. (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii),

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(c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

(iv) Tax Legend. Each Note shall bear a legend in substantially the following form:

“THIS SECURITY HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUERS WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS SECURITY THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE SECURITY, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SECURITY AND (3) THE YIELD TO MATURITY OF THE SECURITY. HOLDERS SHOULD CONTACT “ATTN: TREASURER” AT 210 SIXTH AVENUE, PITTSBURGH, PA 15222, 33RD FLOOR.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

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(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

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(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile

(x) To the extent any Notes are not fungible with the Initial Notes (or other Additional Notes issued under this Indenture) for U.S. federal income tax purposes, such Notes shall be treated as a separate series only for the purposes of this Section 2.06 and shall trade under a separate CUSIP number.

Section 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Note. The aggregate principal amount outstanding under any Note shall include any increase in the outstanding principal amount of such Note as the result of payment of PIK Interest, if any.

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If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by an Issuer, or by any Affiliate of an Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor.

Section 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11. Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

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Section 2.12. Defaulted Interest. If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13. CUSIP Numbers. The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least five Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (a) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (b) the redemption date, (c) the principal amount of the Notes to be redeemed and (d) the redemption price.

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Section 3.02. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis, by lot, in compliance with the requirements of DTC, or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or multiples of $1.00 in excess thereof (and, if PIK Interest has been paid, in minimum denominations of $1.00 or an integral multiple of $1.00 in excess thereof); no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1.00 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03. Notice of Redemption. Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days prior to the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note

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representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the names of the Issuers and at their expense; provided that the Issuers shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05. Deposit of Redemption or Purchase Price. Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be

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redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1.00 in excess thereof (and, if PIK Interest has been paid, in minimum denominations of $1.00 or an integral multiple of $1.00 in excess thereof). It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07. Optional Redemption. (a) [Reserved]

(b) [Reserved].

(c) [Reserved].

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(d) The Issuers may redeem the Notes, in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable date of redemption, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on March 30 of each of the years indicated below:

Year	Percentage
2014		107.50	%
2015		107.50	%
2016		110.00	%
2017 and thereafter		113.00	%

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Section 3.08. Mandatory Redemption.

(a) Except as set forth in Section 3.08(b), the Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

(b) If the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), at the end of the first “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the Notes’ issuance (the “AHYDO Redemption Date”), the Issuers will be required to redeem for cash a portion of each Note then outstanding equal to the “Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Note redeemed pursuant to any Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. “Mandatory Principal Redemption Amount” means, as of the AHYDO Redemption Date, the portion of a Note required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Notes prior to the AHYDO Redemption Date pursuant to any other provision of the Indenture will alter the Issuers’ obligation to make any Mandatory Principal Redemption with respect to any Notes that remain outstanding on the AHYDO Redemption Date.

(c) Any redemption of Notes pursuant to this Section 3.08 shall be made pursuant to the applicable provisions of Section 3.01 through Section 3.06 hereof.

Section 3.09. Offers to Repurchase by Application of Excess Proceeds. (a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase

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Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness, if required. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 (or $1.00 if PIK Interest has been paid) and multiples of $1.00 in excess thereof;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date;

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(vii) that Holders shall be entitled to withdraw their election if any of the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000 (or $1.00 if PIK Interest has been paid), or multiples of $1.00 in excess thereof, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 (or $1.00 if PIK Interest has been paid) or an integral multiple of $1.00 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

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Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Section 3.01 through Section 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Notes. The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and cash interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. Any PIK Payment shall be considered paid on the date due, (a) with respect to PIK Interest on any Definitive Note, if the Issuer has delivered PIK Notes in definitive form in the aggregate principal amount of PIK Interest for the applicable Interest Period (rounded up to the nearest dollar) and an Authentication Order relating thereto to the Trustee on or prior to such date, including instructions regarding delivery of such PIK Note to the Holder, and (b) with respect to PIK Interest on any Global Note, by increasing the aggregate principal amount of such Global Note in an amount equal to such PIK Interest for the applicable Interest Period (rounded up to the nearest dollar) and delivery of an instruction to instruct DTC to so increase the aggregate principal amount of such Global Note, the Trustee evidencing such payment by making appropriate amendments to the schedule of principal amounts of such Global Note pursuant to Section 2.03 hereof.

The Issuers shall pay in cash interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful (provided, however, that if the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes declare the principal on all the then outstanding Notes to be due and payable immediately upon the occurrence and continuation of an Event of Default under Section 6.01(ix), interest thereon shall accrue at the rate equal to the then applicable interest rate on the Notes plus 5.0% to the extent lawful); they shall pay in cash interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency. The Issuers shall maintain in Pittsburgh, Pennsylvania an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the

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location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in Pittsburgh, Pennsylvania for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03. Reports and Other Information. (a) The Company shall file with the Trustee, within 15 days after it files any annual and quarterly reports, information, documents and other reports with the SEC, copies of such reports, information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

(b) In the event the Company is at any time not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall provide the Trustee:

(i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year, (A) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year setting forth in each case in comparative form the figures for the previous fiscal year that would be contained in an Annual Report on Form 10-K if the Company were required to file such a report (subject to the proviso below), and (B) management’s discussion and analysis of significant operational and financial developments during such fiscal year, all of which shall be in reasonable detail and, with respect to such consolidated financial statements, prepared in accordance with GAAP and, audited and accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards;

(ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of

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each fiscal year, (A) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year that would be contained in a Quarterly Report on Form 10-Q if the Company were required to file such a report (subject to the proviso below), and (B) management’s discussion and analysis of significant operational and financial developments during such quarterly period, all of which shall be in reasonable detail; and

(iii) within five (5) Business Days after the occurrence of any event that would require the filing of a Current Report on Form 8-K pursuant to the items specified below, current reports containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Items 1.01 (Entry into a Material Definitive Agreement) (limited to agreements for business acquisitions), 1.02 (Termination of a Material Definitive Agreement) (limited to agreements for business acquisitions), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.02 (Results of Operations and Financial Condition) (limited to earnings announcements regarding a completed fiscal year or quarter), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) (other than as contemplated in the Restructuring Support Agreement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.05 (Costs Associated with Exit or Disposal Activities), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant) and 5.02(a) and (b) (Departure of Directors or Principal Officers); provided, however, that (a) no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Issuers and the Restricted Subsidiaries, taken as a whole and (b) trade secrets and other confidential information that is competitively sensitive, or information that the Company is otherwise prohibited by law or contract from disclosing, in each case in the good faith and reasonable determination of the Company may be excluded from disclosures;

provided, further, however, that such reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, as amended, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of

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Regulation S-K (with respect to any non-GAAP financial measure contained therein, so long a reconciliation to the most comparable GAAP financial measure is provided), (b) shall not be required to comply with Items 402 of Regulation S-K promulgated by the SEC, (c) shall not be required to comply with Rule 3-10 or Rule 3-16 of Regulation S-X, (d) shall not be required to include any segment or business unit level financial information and (e) shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K.

(c) The requirement to deliver any of the reports required pursuant to Section 4.03(a) and Section 4.03(b) may be satisfied within the time periods specified above via press release by the Company and/or by the posting of such reports on the Company’s website, Intralinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (the “Secured System”). If the Company uses the Secured System to satisfy such requirements, it shall make readily and promptly available any password or other login information relating to the Secured System to Holders, prospective investors (each, a “Prospective Investor”), security analysts who have certified to the Company that they are reputable security analysts employed by a reputable financial institution who regularly cover or intend to cover the Company and the Notes (each, a “Security Analyst”) and market makers who have certified to the Company that they are reputable market makers who regularly make or intend to make a market in the Notes (each, a “Market Maker”), and shall make readily and promptly available on its external website contact information for being provided access to the Secured System to any Holders, Prospective Investors, Security Analysts or Market Makers and promptly comply with any such requests for access to the Secured System. The delivery of reports to the Trustee shall be made by electronic transmission to the Trustee. In addition, to the extent not satisfied by the foregoing, the Company shall furnish to Holders and to Securities Analysts and Prospective Investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) So long as any Notes are outstanding, the Company shall also:

(i) within twenty (20) Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (b)(i) and (b)(ii) above, and unless prohibited by applicable law, hold a conference call (which may be limited to those parties that have access to the Secured System and which may, at the Company’s option, be held as a single call together with investors holding other securities or debt of the Company) to discuss such reports and the results of operations for the relevant reporting period; and

(ii) issue a press release to the Secured System no fewer than three (3) Business Days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information

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necessary to access the call or directing Holders of the Notes, Prospective Investors, Security Analysts and Market Makers to access the Secured System or to contact the appropriate person at the Company to obtain such information.

(e) The Company may satisfy its obligations under this Section 4.03 with respect to SEC reports and/or financial information relating to the Company by furnishing SEC reports and/or financial information relating to any direct or indirect parent company of the Company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

Section 4.04. Compliance Certificate. (a) Each Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act and with such determination to be made by each Guarantor) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of such Issuer and, in the case of the Company, its Restricted Subsidiaries, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether such Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge such Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action such Issuer is taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any of their respective Subsidiaries gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05. Taxes. The Company shall pay, and the Company shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws. Each of the Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that

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they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, a majority of such class is owned by the Company or another Restricted Subsidiary and the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (vii) and (viii) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying

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a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(iv) make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

(b) The provisions of Section 4.07(a) hereof shall not prohibit:

(i) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(ii) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company as common equity (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”);

(iii) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuers or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(A) the principal amount or accreted value of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable tender premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

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(D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company as equity (other than Disqualified Stock), Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments; plus

(B) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

(C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (iv);

and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

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(v) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(vi) Investments (“Permitted Student Loan Investments”) made by the Company or any Guarantor consisting of the purchase (other than from an Affiliate) of student loans; provided, however, that (A) the aggregate Investments made under this clause (vi) do not exceed in any calendar year $200.0 million and do not in the aggregate exceed $425.0 million at any one time outstanding, (B) such Investments shall continue to be held by the Company or a Guarantor until transferred to a party that is not an Affiliate of the Company or its Subsidiaries (provided that such transfer may be to an Affiliate of the Company or its Subsidiaries if such transfer is for cash and the Company complies with the Fairness Requirement with respect to such transaction), and (C) any net cash proceeds from a disposition, sale, factoring, securitization or similar monetization transaction relating to such Permitted Student Loan Investments shall be applied as if they were Net Proceeds from an Asset Sale, in accordance with Section 4.10 hereof;

(vii) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (vii) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(viii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(ix) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (ix) that are at that time outstanding, not to exceed 1.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(x) Restricted Payments that are made with Excluded Contributions; provided, to the extent that any such Restricted Payment is permitted to be made on the basis of any Excluded Contribution made in the form of Qualified Proceeds, such Restricted Payment shall be comprised of such Qualified Proceeds;

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(xi) [Reserved];

(xii) [Reserved];

(xiii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; and

(xiv) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(A) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(B) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

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(E) fees and expenses, other than to Affiliates of the Company (it being understood that Goldman, Sachs & Co. shall not be deemed an Affiliate of the Company for this purpose solely as a result of the equity ownership of the Company’s direct or indirect parent company by its Affiliates) related to any unsuccessful equity or debt offering of such parent entity;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi), (vii), (ix), (xi) or (xiv) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (vi), (vii), (ix) or (x) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(d) For the avoidance of doubt, the Issuer and its Restricted Subsidiaries shall not directly or indirectly make any Upstream Restricted Payment by means of Investments.

(e) Any Restricted Payments made for purposes of the Existing Notes Indenture between March 5, 2013 and the Issue Date that have been allocated to subclause (iv), (vi), (viii) or (ix) of Section 4.07(b) of the Existing Notes Indenture shall be allocated to the corresponding subclauses of Section 4.07(b) hereof. Any Permitted Investments made for purposes of the Existing Notes Indenture between March 5, 2013 and the Issue Date that have been allocated to clause (13) of the definition thereof in the Existing Notes Indenture shall be allocated to clause (13) of the definition of “Permitted Investments” in this Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(i)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

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(B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(iii) sell, lease or transfer any of its properties or assets to the Issuers or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation governing the Senior Credit Facilities and the Existing Notes and the related documentation governing the Existing Notes;

(ii) this Indenture and the Notes;

(iii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (iii) of Section 4.08(a) hereof on the property so acquired;

(iv) applicable law or any applicable rule, regulation or order;

(v) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(vii) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(ix) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries or other Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(x) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(xi) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business; and

(xii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xi) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(i)(A) the incurrence of Indebtedness under Credit Facilities by the Company or any Guarantor and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $1,469.0 million outstanding at any one time, less principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder with Net Proceeds from an Asset Sale (provided that no Indebtedness incurred under this clause (i)(A) may be issued in an exchange offer for outstanding Notes);

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(B) the incurrence of Indebtedness under Credit Facilities by the Company or any Guarantor in the form of letters of credit of up to $200.0 million outstanding at any one time; and

(C) the incurrence of Indebtedness under Credit Facilities by the Company or any Guarantor in the form of letters of credit of up to $225.0 million outstanding at any one time (to the extent required by applicable regulatory requirements);

(ii) the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including (1) any increase in the principal amount of outstanding Notes as a result of the payment of PIK Interest or any issuance of PIK Notes as a result of the payment of PIK Interest thereon and (2) any Guarantee thereof) (other than any Additional Notes);

(iii) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.09(b)), including the Existing Notes and the related guarantees;

(iv) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business (in each case, other than from an Affiliate of the Company or any of its Subsidiaries, unless the Company complies with the Fairness Requirement with respect to such transaction), whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Indebtedness (as defined in clause (xiii) hereof) incurred to refinance any other Indebtedness incurred pursuant to this clause (iv)) not to exceed the greater of (x) $80.0 million and (y) 2.0% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or transaction, or is created within 270 days thereafter (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (iv) shall cease to be deemed incurred or outstanding for purposes of this clause (iv) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (iv));

(v) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or

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other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(vi) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A) such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (vi)(A)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(vii) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);

(viii) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes or the Guarantee of the Notes of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (viii);

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(ix) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (ix);

(x) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(xi) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(xii) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (xii), does not at any one time outstanding exceed $50.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xii) shall cease to be deemed incurred or outstanding for purposes of this clause (xii) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (xii));

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(xiii) the incurrence or issuance by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (ii), (iii) and (iv) of this Section 4.09(b), this clause (xiii) and clause (xiv) of this Section 4.09(b), including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (1) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (2) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(1) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not an Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company;

(2) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not an Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(3) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

(xiv) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either:

(a) both (A) the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds there from and

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consummation of such acquisition), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom and such acquisition had occurred at the beginning of such four-quarter period and (B) the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been not more than 3.25 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds there from and consummation of such acquisition), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom and such acquisition had occurred at the beginning of such four-quarter period; or

(b) both (A) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger, and (B) the Consolidated Leverage Ratio of the Company and its Restricted Subsidiaries is lower than immediately prior to such acquisition or merger;

(xv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(xvi) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(xvii)(A) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture,

(B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company provided that such guarantee is incurred in accordance with Section 4.15 hereof, or

(C) any incurrence by the Co-Issuer of Indebtedness as a co-issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant; and

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(xviii) Indebtedness of Foreign Subsidiaries of the Company incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (xviii) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (xviii) shall cease to be deemed incurred or outstanding for purposes of this clause (xviii) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause(xviii)).

(c) For purposes of determining compliance with this Section 4.09:

(i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xviii) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; and

(ii) at the time of incurrence, the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof;

provided that (i) all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clauses (i)(A) or (i)(B) of Section 4.09(b) hereof and (ii) all Indebtedness (other than the Existing Notes and the related guarantees) incurred between March 5, 2013 and the Issue Date that has been allocated to Section 4.09(a) or any of the clauses of Section 4.09(b) of the Existing Notes Indenture shall be allocated to Section 4.09(a) or the corresponding clause of Section 4.09(b) hereof as of the Issue Date and may not be reallocated to clause (iii) of Section 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness (including PIK Payments), Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09 but shall be included as Fixed Charges.

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case

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of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10. Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

(ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided however, that for purposes of this Section 4.10 and for no other purpose, each of the following shall be deemed to be cash:

(A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or, in the case of liabilities of a Guarantor, the Guarantee of such Guarantor, that are assumed by the transferee of any such assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to

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this clause (C) that is at that time outstanding, not to exceed 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale,¹ the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(i) to permanently reduce:

(A) any Secured Indebtedness (and to correspondingly reduce commitments with respect thereto);

(B) Obligations under Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto) or reduce Obligations under the Notes as provided under Section 3.07, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an Asset Sale Offer (in accordance with the procedures set forth under Section 4.10(c) hereof); provided that in the case of a reduction of Obligations other than under the Notes, the Company shall use commercially reasonable efforts to equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof), or

(C) with respect to assets of a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, the Indebtedness of such Restricted Subsidiary, other than Indebtedness owed to the Company or another Restricted Subsidiary,

(ii) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

¹  NTD: Issuers to confirm that no Asset Sales have occurred since March 5, 2013 that might require an application of proceeds under the Existing Notes Indenture (e.g. confirm Sarasota sale is for less than $10mm).

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(iii) to make an investment in (A) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Issuers, at their option, may make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes pursuant to the terms of this Indenture shall not be deemed Excess Proceeds.

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(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Section 4.11. Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the disinterested members of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(i) transactions between or among the Company or any of its Restricted Subsidiaries;

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(ii) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(iii) [Reserved];

(iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Issuers, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(v) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(vi) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(vii) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(viii) [Reserved];

(ix) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(x) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant;

(xi) payments by the Company or any of its Restricted Subsidiaries to any of the Investors (or their Affiliates) made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith;

(xii) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Company in good faith; and

(xiii) investments by the Investors in securities of the Issuers or any of its Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12. Liens. (a) The Company shall not, and shall not permit the Co-Issuer or any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Company, the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, and (b) no Restricted Subsidiary (other than the Co-Issuer or any Guarantor) will, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of such Restricted Subsidiary (excluding accounts receivable), or any income or profits therefrom, or assign or convey any right to receive income therefrom, in each case, in support of Indebtedness of either Issuer or any Guarantor, other than in respect of cash in connection with letters of credit issued pursuant to Section 4.09(b)(i)(B) or Section 4.09(b)(i)(C), unless, in the case of either (a) or (b):

(i) in the case of Liens securing Subordinated Indebtedness or other Indebtedness that is subordinated or junior in right of payment to the Notes and the related Guarantees, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(ii) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes and the related Guarantees.

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Section 4.13. Corporate Existence. Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (a) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (b) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Co-Issuer), if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

Section 4.14. Offer to Repurchase Upon Change of Control . (a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(i) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(iv) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

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(vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(vii) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1.00 in excess thereof (and, if PIK Interest has been paid, in minimum denominations of $1.00 or an integral multiple of $1.00 in excess thereof); and

(viii) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

(i) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

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(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Section 3.02, Section 3.05 and Section 3.06 hereof.

Section 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than the Co-Issuer, a Guarantor or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any Guarantor unless:

(a) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor:

(i) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and

(b) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

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Section 4.16. Discharge and Suspension of Covenants. (a) If after the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the following covenants: Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and clause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”).

(b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the suspension of the Suspended Covenants and the Reversion Date is referred to herein as the “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period and reinstated upon termination thereof. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.

(c) Notwithstanding the foregoing, in the event of any reinstatement pursuant to Section 4.16(b), no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described in Section 4.07 hereof had been in effect prior to, but not during the Suspension Period; provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Company’s right to subsequently designate them as Unrestricted in accordance with this Indenture) and (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b).

(d) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event or reinstatement of covenants under this Section 4.16.

Section 4.17. Limitation on Activities of the Co-Issuer. The Co-Issuer shall not hold any assets, become liable for any obligations or engage in any

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business activities; provided that it may be a co-obligor with respect to the Notes or any other Indebtedness issued by the Company, and may engage in any activities directly related thereto or necessary in connection therewith. The Co-Issuer shall be a Wholly-Owned Subsidiary of the Company at all times.

ARTICLE 5

SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company shall not consolidate or merge with or into or wind up into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i) either: (A) the Company is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, trust or limited liability company organized or existing under the laws of the United States, any State thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(ii) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(iii) immediately after such transaction, no Default exists;

(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period,

(A)(i) the Successor Company’s Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which the transactions occur would have been at least 2.00 to 1.00, had such transactions occurred at the beginning of such four-quarter period and (ii) in the event that after consummation of such transactions, the Successor Company and its Restricted Subsidiaries would have obligations of Indebtedness in excess of the obligations in respect of Indebtedness of the Company and its Restricted Subsidiaries immediately before consummation of the transactions, the Consolidated Leverage Ratio for the Company and its Restricted

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Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such transactions occur would have been not more than 3.25 to 1.00, had such transactions occurred at the beginning of such four-quarter period, or

(B)(i) the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction, and (ii) in the event that after consummation of such transactions, the Successor Company would have obligations in respect of Indebtedness in excess of the obligations in respect of Indebtedness of the Company and its Restricted Subsidiaries immediately before consummation of the transactions, the Consolidated Leverage Ratio of the Company and its Restricted Subsidiaries would be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(v) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(i)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(vi) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) Notwithstanding clauses (iii) and (iv) of Section 5.01(a) hereof,

(i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Company, and

(ii) the Company may merge with an Affiliate of the Company, solely for the purpose of reincorporating the Company in the United States or any State thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuers and its Restricted Subsidiaries is not increased thereby.

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(c) Subject to Section 10.06 governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor (other than the Parent)shall, and the Company shall not permit any Guarantor (other than the Parent) to, consolidate or merge with or into or wind up into (whether or not the Company or Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any State thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(ii) the transaction is made in compliance with Section 4.10 hereof.

(d) Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.

(e) The Co-Issuer shall not consolidate with, merge into, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any Person, or permit any Person to merge with or into the Co-Issuer unless:

(i) concurrently therewith, a corporate Wholly-Owned Restricted Subsidiary of the Company organized and validly existing under the laws of the United States or any jurisdiction thereof (which may be the continuing Person as a result of such transaction) shall expressly assume, by a supplemental Indenture, executed and delivered to the Trustee and in form and substance satisfactory to the Trustee, all of the obligations of an issuer under the Notes and this Indenture; or

(ii) after giving effect thereto, at least one obligor on the Notes shall be a corporation organized and validly existing under the laws of the United States or any jurisdiction thereof; and

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(iii) immediately after such transaction, no Default or Event of Default will have occurred and be continuing.

Section 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or the Co-Issuer in accordance with Section 5.01 hereof, the successor formed by such consolidation or into or with which the Company or the Co-Issuer, as the case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company or the Co-Issuer, as the case may be, shall refer instead to the successor corporation and not to the Company or the Co-Issuer, as the case may be), and may exercise every right and power of the Company or the Co-Issuer, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or the Co-Issuer, as the case may be, herein; provided that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default. (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(ii) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(iii) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 25% in principal amount of the Notes to comply with any of their respective obligations, covenants or agreements (other than a default referred to in clauses (i) and (ii) above) contained in this Indenture or the Notes;

(iv) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any

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Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(v) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(vi) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(A) commences proceedings to be adjudicated bankrupt or insolvent;

(B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(D) makes a general assignment for the benefit of its creditors; or

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(E) generally is not paying its debts as they become due;

(vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Company or any such Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(B) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(viii) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or

(ix) material breach by the Company of any of its obligations under the Restructuring Support Agreement (it being understood, for the avoidance of doubt, that the Company’s failure to consummate the debt exchanges contemplated by the Restructuring Support Agreement within the time, and subject to the terms and conditions, set forth therein shall constitute a material breach).

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(b) In the event of any Event of Default specified in clause (iv) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(iii) the default that is the basis for such Event of Default has been cured.

Section 6.02. Acceleration. (a) If any Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.01(a) hereof with respect to the Company) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) hereof with respect to the Company, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06. Limitation on Suits. Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(a) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(b) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(c) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(d) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

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(e) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60 day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(i) or (ii) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes including the Co-Issuer and the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13. Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(a) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(b) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

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(c) to the Company or to such party as a court of competent jurisdiction shall direct, including the Co-Issuer or a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such Issuer. The Trustee may request that the Issuers deliver an incumbency certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which incumbency certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not assured to it. The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) Reserved.

(k) Delivery of reports, information and documents to the Trustee pursuant to Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of

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any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(l) The permissive rights of the Trustee enumerated hereunder, including the right to obtain an Officer’s Certificate and an Opinion of Counsel to take certain actions as enumerated in this Indenture, shall not be construed as duties.

Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 and Section 7.11 hereof.

Section 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Issuers’ compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture

Section 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06. Reports by Trustee to Holders of the Notes. Within 60 days after each February 15, beginning with the February 15 following the date of

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this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07. Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers, any Guarantor or any other Person, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the earlier resignation or removal of the Trustee or the termination for any reason of this Indenture.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal

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and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture, the earlier resignation or removal of the Trustee or the termination for any reason of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(vi) or (vii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any State thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11. Preferential Collection of Claims Against Issuers. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

Section 7.12. Tax Reporting. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon request by the Trustee to the Company, to provide to the Trustee promptly with information (to the extent in the Company’s possession) about the parties and/or transactions (including any modification to the terms of such transactions) reasonably required by the Trustee so that the Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with Applicable Law. The terms of this section shall survive the termination of this Indenture.

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ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have either Section 8.02 or Section 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of the Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

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Section 8.03. Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Section 4.03, Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14 and Section 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Section 5.01(c) and Section 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii), Section 6.01(a)(iv), Section 6.01(a)(v), Section 6.01(a)(vi), (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), Section 6.01(a)(vii) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), Section 6.01(a)(viii) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and Section 6.01(a)(ix) hereof shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

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(b) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(i) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(ii) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which any Issuer or Guarantor is a party or by which any Issuer or Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith);

(f) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

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(g) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of any Issuer or Guarantor or others; and

(h) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Issuers. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such

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Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(a) to cure any ambiguity, omission, mistake, defect or inconsistency;

(b) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(c) to comply with Section 5.01 hereof;

(d) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(e) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or Guarantor;

(g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

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(h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;

(i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(j) to add a Guarantor under this Indenture;

(k) reserved;

(l) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(m) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error , so long as such modification does not adversely affect the rights of any Holder of the Notes in any material respect; or

(n) in the event that PIK Notes are issued in certificated form, to establish minimum redemption amounts for certificated PIK Notes.

Upon the request of the Issuers accompanied by a resolution of their respective boards of directors (or equivalent governing body) authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, except to the extent required by law, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02. With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if

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any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by a resolution of their respective boards of directors (or equivalent governing body) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(b) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such

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amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(c) reduce the rate of or change the time for payment of interest on any Note;

(d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(e) make any Note payable in money other than that stated therein;

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(g) make any change in these amendment and waiver provisions;

(h) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(i) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or

(j) subordinate the Notes or the Guarantees in right of payment.

Section 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, Etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the board of directors (or equivalent governing body) approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07. Payment for Consent. Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or

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agreement; provided that if such consents, waivers or amendments are sought in connection with an exchange offer where participation in such exchange offer is limited to Holders who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act, or non-U.S. persons, within the meaning given to such term in Regulation S under the Securities Act, then such consideration need only be offered to all Holders to whom the exchange offer is made and to be paid to all such Holders that consent, waive or agree to amend in such time frame.

ARTICLE 10

GUARANTEES

Section 10.01. Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

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If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with or senior to all Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

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Section 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Company shall cause any Restricted Subsidiary that is not a Guarantor to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Section 10.04. Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

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Section 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06. Release of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(a) (i) except in the case of Parent, any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(ii) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(iii) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(iv) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

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(b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and any Issuer or Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(ii) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which any Issuer or Guarantor is a party or by which any Issuer or Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness);

(iii) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(iv) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause(i) of clause (b) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or

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through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02. Notices. Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

Education Management LLC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222-2603

Attention: General Counsel

If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

525 William Penn Place, 38th Floor

Pittsburg, Pennsylvania 15252

Fax No.: (412) 234-7535

Attention: Corporate Trust Administration

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The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided that no such Opinion of Counsel shall be required to be delivered in connection with the issuance of the Notes that are issued on the Issue Date.

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Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator, member or stockholder of any Issuer or Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08. Governing Law; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS INDENTURE, THE NOTES AND ANY GUARANTEE AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF MAY

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BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE RESIDING IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH OF THE PARTIES HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. THE ISSUER HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ISSUERS AT THE ADDRESS REFERRED TO IN SECTION 12.02. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE BROUGHT IN THE COURTS REFERRED TO ABOVE AND TO THE FULLEST EXTENT IT MAY DO SO UNDER APPLICABLE LAW HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED IN ANY OTHER JURISDICTION.

Section 12.09. Waiver of Jury Trial. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTES BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

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Section 12.12. Successors. All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.13. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.15. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16. Qualification of Indenture. The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

Section 12.17. Calculations. The Issuers (or their agents) will be responsible for making all calculations called for under this Indenture or the Notes. The Issuers (or their agents) will make all such calculations in good faith and, absent manifest error, their calculations will be final and binding on Holders. The Issuers (or their agents) will provide a schedule of its calculations to the Trustee and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification.

[Signatures on following page]

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EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:
EDUCATION MANAGEMENT FINANCE CORP.
By:
	Name:
	Title:
EDUCATION MANAGEMENT CORPORATION
By:
	Name:
	Title:

Signature Page to Indenture

AID Restaurant, Inc. AIH Restaurant, Inc. AIIM Restaurant, Inc. Argosy University Family Center, Inc. The Connecting Link, Inc. EDMC Marketing and Advertising, Inc. Higher Education Services, Inc. MCM University Plaza, Inc. AICA-IE Restaurant, Inc. AIIN Restaurant LLC AIT Restaurant, Inc. AITN Restaurant, Inc.
By:
	Name:
	Title:

Signature Page to Indenture

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Name: Teresa Petta
	Title: Vice President

Signature Page to Indenture

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Tax Legend, if applicable pursuant to the provisions of the Indenture]

[Insert “This is a PIK Note.” if applicable]

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CUSIP: [            ]

ISIN: [            ]²

[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$            ]

Senior PIK Toggle Notes due 2018

No.      [$             ]

EDUCATION MANAGEMENT LLC

EDUCATION MANAGEMENT FINANCE CORP.

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Increases and Decreases of Interests in the Global Note attached hereto] [of             United States Dollars], plus the additional principal amount referred to on the back of this Note on July 1, 2018.

Interest Payment Dates: March 30 and September 30 and at maturity

Record Dates: March 15 and September 15

²  Rule 144A Note CUSIP: 28140J AG5

Rule 144A Note ISIN: US28140JAG58

Regulation S Note CUSIP: U27895 AD0

Regulation S Note ISIN: USU27895AD09

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IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated: [            ], 20[            ]

EDUCATION MANAGEMENT LLC
By:
	Name:
	Title:
EDUCATION MANAGEMENT FINANCE CORP.
By:
	Name:
	Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Authorized Signatory

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[Back of Note]

Senior PIK Toggle Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Education Management LLC, a Delaware limited liability company, and Education Management Finance Corp., a Delaware corporation (collectively, the “Issuers”), promise to pay interest in cash on the principal amount of this Note at 15% per annum from March 30, 2014³ until maturity. The Issuers will pay interest semi-annually in arrears on March 30 and September 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”) and at maturity. The first Interest Payment Date shall be September 30, 2014. Interest on the Notes will accrue from the most recent date to which interest has been paid; provided that with respect to the first Interest Payment Date of September 30, 2014 interest on the Notes will accrue from March 30, 2014. At the maturity date of the Notes, an additional principal amount of 13% of the then aggregate principal amount of the Notes outstanding as of such maturity date (including PIK Interest as of such maturity date) shall be due and payable in cash to Holders of record of the Notes on such maturity date.

In addition to cash interest as specified above, the Issuers promise to pay interest in kind (“PIK Interest”) on the Notes, which will accrue at a rate of (i) 1.0% per annum for the period from March 30, 2014 through and including March 30, 2015, (ii) 2.0% per annum for the period from March 30, 2015 through and including March 30, 2016, (iii) 3.0% per annum for the period from March 30, 2016 through and including March 30, 2017 and (iv) 4.0% per annum for the period from March 30, 2017 through and including July 1, 2018 and, in each case, be payable at the relevant Interest Payment Date by the making by the Issuers of a PIK Payment.

Notwithstanding the foregoing, for each of the Interest Payment Dates occurring on September 30, 2014 and March 30, 2015, interest on the Notes shall be paid entirely in PIK Interest by increasing the principal amount of the outstanding Notes or by issuing Notes (“PIK Notes”) (rounded up to the nearest $1.00) under this Indenture, with any additional Notes issued having the same terms and conditions as the Initial Notes (in each case, a “PIK Payment”).

PIK Interest shall be payable (x) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the

³  With respect to the Initial Notes

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amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $1.00), and the Trustee will, at the request of the Issuers, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Record Date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All PIK Notes will be governed by, and subject to the terms, provisions and conditions of, this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated Notes will be issued with the description PIK on the face of such Note, and references to the “principal amount” of the Notes shall include any increase in the principal amount of the outstanding Notes as a result of any PIK Payment. Interest that is paid in the form of PIK Interest shall be considered paid or duly provided for, for all purposes of this Indenture, and shall not be considered overdue.

Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described in Sections 3.07, 3.09, 4.10 and 4.14 of the Indenture and upon acceleration or at maturity shall, in each case, be made solely in cash.

The calculation of PIK Interest will be made by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate, and such calculation and the correctness thereof shall not be a duty or obligation of the Trustee.

The Issuers shall pay in cash interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful (provided, however, that if the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes declare the principal on all the then outstanding Notes to be due and payable immediately upon the occurrence and continuation of an Event of Default under Section 6.01(ix), interest thereon shall accrue at the rate equal to the then applicable interest rate on the Notes plus 5.0% to the extent lawful); they shall pay in cash interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the applicable Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if such Notes are canceled after such record date and

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on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of cash interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of their respective Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of September 5, 2014 (the “Indenture”), among the Issuers, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as its Senior PIK Toggle Notes due 2018. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) [Reserved].

(b) [Reserved].

(c) [Reserved].

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(d) On and after the Issue Date, the Issuers may redeem the Notes, in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable date of redemption, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on March 30 of each of the years indicated below:

Year	Percentage
2014		107.50	%
2015		107.50	%
2016		110.00	%
2017 and thereafter		113.00	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 of the Indenture.

6. MANDATORY REDEMPTION.

(a) Except as set forth below, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(b) If the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), at the end of the first “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the Notes’ issuance (the “AHYDO redemption date”), the Issuers will be required to redeem for cash a portion of each Note then outstanding equal to the “Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Note redeemed pursuant to any Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. “Mandatory Principal Redemption Amount” means, as of the AHYDO redemption date, the portion of a Note required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Notes prior to the AHYDO redemption date pursuant to any other provision of the Indenture will alter the Issuers’ obligation to make any Mandatory Principal Redemption with respect to any Notes that remain outstanding on the AHYDO redemption date.

(c) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 of the Indenture.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in multiples of $1.00 in excess of $2,000 (and, if PIK Interest has been paid, in minimum denominations of $1.00 or an integral multiple of $1.00 in excess thereof), unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

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8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or a multiple of $1.00 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $25.0 million, the Issuers shall commence an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Issuers, at their option, may make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed excess proceeds. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1.00 in excess thereof; provided that any PIK Payment shall be in denominations of $1.00 and integral multiples of $1.00. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a

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Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within thirty days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. [Reserved]

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

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16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address:

Education Management LLC

210 Sixth Avenue, 33rd Floor

Pittsburgh, Pennsylvania 15222-2603

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                                                                   

(Insert assignee’ legal name)                                                             

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                                                                        

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                                      

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below:

¨ Section 4.10          ¨ Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$             

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:                                                                      

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF INCREASES AND DECREASES OF INTERESTS IN THE GLOBAL NOTE^*

The initial outstanding principal amount of this Global Note is $            . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange/PIK Interest Amount of
decrease in
Principal
Amount Amount of
increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
following such
decrease or
increase Signature of
authorized
officer of Trustee
or Note
Custodian

^*  This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Education Management LLC and Education Management Finance Corp.

210 Sixth Avenue

Pittsburgh, Pennsylvania 15222-2603

Attention: General Counsel

The Bank of New York Mellon Trust Company, N.A.

525 William Penn Place, 38th Floor

Pittsburg, Pennsylvania 15252

Fax No.: (412) 234-7535

Attention: Corporate Trust Administration

Re: Senior PIK Toggle Notes due 2018

Reference is hereby made to the Indenture, dated as of March 5, 2013 (the “Indenture”), among Education Management LLC, Education Management Finance Corp. (together with Education Management LLC, the “Issuers”), the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $            in such Note[s] or interests (the “Transfer”), to             (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A

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DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

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(a) ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP [            ]), or

(ii) ¨ Regulation S Global Note (CUSIP [            ]), or

(b) ¨ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP [            ]), or

(ii) ¨ Regulation S Global Note ([            ]), or

(iii) ¨ Unrestricted Global Note (CUSIP [            ]); or

(b) ¨ a Restricted Definitive Note; or

(c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Education Management LLC and Education Management Finance Corp.

210 Sixth Avenue

Pittsburgh, Pennsylvania 15222-2603

Attention: General Counsel

The Bank of New York Mellon Trust Company, N.A.

525 William Penn Place, 38th Floor

Pittsburg, Pennsylvania 15252

Fax No.: (412) 234-7535

Attention: Corporate Trust Administration

Re: Senior PIK Toggle Notes due 2018

Reference is hereby made to the Indenture, dated as of March 5, 2013 (the “Indenture”), among Education Management LLC, Education Management Finance Corp. (together with Education Management LLC, the “Issuers”), the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $            in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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b) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

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a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note ¨ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated                     .

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of             , among             (the “Guaranteeing Subsidiary”), a subsidiary of Education Management LLC, a Delaware limited liability company (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Company, Education Management Finance Corp. (together with the Company, the “Issuers”) and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of September 5, 2014, providing for the issuance of $175,376,620 aggregate principal amount of Senior PIK Toggle Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Guaranteeing Subsidiary, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

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Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Name:
	Title:

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EX-99.1

Exhibit 99.1

+		Investor Contact:
		John Iannone
		Director of Investor Relations
		(412) 995-7727
		Media Contact:
		Chris Hardman
		VP of Communications
		(412) 995-7187

Education Management Reaches Definitive Agreement

With Creditors On Debt Restructuring

Restructuring Supported by Lenders Holding in Excess of 98% of Existing Secured Bank Debt

Creditors Holding in excess of 94% of Aggregate Debt Execute

Restructuring Support Agreement

PITTSBURGH, Sept. 5, 2014 – Education Management Corporation (NASDAQ: EDMC), one of the largest providers of post-secondary education in North America, today announced it has finalized a Restructuring Support Agreement previously announced on Aug. 27, 2014. Creditors holding in excess of 94 percent of the company’s aggregate debt (including Lenders holding in excess of 98 percent of the company’s existing secured bank debt (the “Consenting Lenders”)) and the company’s principal shareholders have signed the agreement.

“We believe the strong support of our lenders, note holders and principal shareholders for the restructuring will provide us with a capital structure that better aligns with the current operating environment,” said Mick J. Beekhuizen, Education Management CFO. “We appreciate the cooperation demonstrated during this process and look forward to continued cooperation by the parties to successfully implement the restructuring.”

Phase one of the restructuring will reduce the company’s funded debt by approximately $1.1 billion, providing for the exchange of approximately $1.5 billion of outstanding debt as of June 30, 2014 for $400 million of new debt, non-voting preferred equity interests that would be convertible into common shares and warrants for the purchase of common shares.

The company intends to offer note holders that have not been party to the restructuring discussions and/or that have not signed the Restructuring Support Agreement the chance to participate in the restructuring, but the support or participation of additional creditors is not a condition precedent to implementing the Restructuring Support Agreement. Subject to applicable regulatory approvals, the company anticipates closing phase one by no later than Oct. 30, 2014.

Phase two of the restructuring, whereby a portion of the new preferred stock will be mandatorily converted into common shares, and the remainder become convertible at the election of the holder, remains subject to applicable regulatory approvals and a shareholder vote. The company expects to complete phase two of the restructuring in 2015.

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The company’s existing shareholders would retain 4 percent of the outstanding common stock after giving effect to the conversion of the new preferred stock and receive warrants to purchase an additional 5 percent of the common stock.

In connection with the restructuring contemplated by the Restructuring Support Agreement, the company and the Consenting Lenders have executed an amendment to the company’s existing senior secured credit facility and the company and certain note holders have executed an exchange agreement in respect of approximately 86 percent of the company’s existing unsecured notes.

• Pursuant to the terms of the amendment to the credit facility, all financial covenants have been waived through June 30, 2015, cash interest expense and required amortization payments have been substantially decreased through June 30, 2015, and the maturity of the revolving credit facility has been extended to July 2, 2015. In addition, the collateral proceeds waterfall set forth in the pledge and security agreement entered into in connection with the credit agreement has been amended to provide that obligations owing to lenders that are not Consenting Lenders will be paid only after satisfaction in full of obligations owing to lenders that are Consenting Lenders.

• Pursuant to the terms of the exchange agreement, participating holders of the company’s existing senior unsecured notes have exchanged their notes for new notes the terms of which provide for the payment of interest in kind (rather than in cash) through and including March 31, 2015.

EDMC was advised by Evercore Group L.L.C., Wachtell, Lipton, Rosen & Katz, and McKinsey & Company. The ad hoc group of term lenders was advised by Houlihan Lokey Capital, Inc. and Milbank, Tweed, Hadley & McCloy LLP. The ad hoc group of revolving lenders was advised by FTI Consulting, Inc. and White & Case LLP. The ad hoc group of senior noteholders was advised by Houlihan Lokey Capital, Inc. and Paul, Weiss, Rifkind, Wharton & Garrison LLP.

About Education Management Corporation

Education Management Corporation (www.edmc.edu), with approximately 119,500 students as of April 2014, is among the largest providers of post-secondary education in North America, based on student enrollment and revenue, with a total of 110 locations in 32 U.S. states and Canada. The company offers academic programs to students through campus-based and online instruction, or through a combination of both. The company is committed to offering quality academic programs and strives to improve the learning experience for its students. Its educational institutions offer students the opportunity to earn undergraduate and graduate degrees and certain specialized non-degree diplomas in a broad range of disciplines, including media arts, health sciences, design, psychology and behavioral sciences, culinary, business, fashion, legal, education and information technology.

Cautionary Statement

This press release includes information that could constitute forward-looking statements with the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are based on information currently available to management, concern the company’s strategy, plans, intentions or expectations and typically contain words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “seeks,” “approximately,” “plans,” “projects,” or similar words, although the absence of such words does not mean that any particular statement is not forward-looking. Actual results may differ materially from those projected, expressed or implied in the forward-looking statements as a result of various factors

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including, without limitation, the possibility that the company will fail to consummate the restructuring plan due to the failure to obtain regulatory or shareholder approval or otherwise, and the factors set forth in our filings with the Securities and Exchange Commission including, without limitation, our annual report on Form 10-K for the fiscal year ended June 30, 2013 and our Form 10-Q for the quarter ended March 31, 2014, under the caption “Risk Factors.” In connection with the restructuring transaction, the company may deregister the common stock with the Securities and Exchange Commission and delist it from trading on Nasdaq. Any forward-looking statements contained in this release speak only as of the date of such release, and we caution existing and prospective investors not to place undue reliance on such statements. Such forward-looking statements do not purport to be predictions of future events or circumstances, and therefore, there can be no assurance that any forward-looking statement contained our releases will prove to be accurate. The company undertakes no obligation to update or revise any forward-looking statements.

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