SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

LAUREATE EDUCATION, INC.

(Name of the Issuer)

Laureate Education, Inc.

(Name of Person(s) Filing Statements)

Common Stock, par value $.01 per share
(Title of Class of Securities)

518613104
(CUSIP Number of Class of Securities)

Robert W. Zentz, Esq.
Senior Vice President and General Counsel
Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland 21202
(410) 843-8043
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)

Copies to:

R.W. Smith, Jr., Esq.
Jason C. Harmon, Esq.
DLA Piper US LLP
6225 Smith Avenue
Baltimore, MD 21209
(410) 580-3000 Robert B. Robbins, Esq.
Thomas J. Plotz, Esq.
Pillsbury Winthrop Shaw
Pittman LLP
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000

This statement is filed in connection with (check the appropriate box):

o	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o	b.	The filing of a registration statement under the Securities Act of 1933.
x	c.	A tender offer.
o	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$3,467,009,062	$106,438

*	Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 51,956,902 shares of common stock, par value $0.01 per share (the “Shares”), at $62.00 per share. The transaction value also includes the offer price of $62.00 multiplied by 3,962,599, the estimated number of options to purchase Shares that are currently outstanding and exercisable upon expiration of the Offer.
**	The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the transaction value by 0.0000307.
x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $106,438
Form or Registration No.:  Schedule TO-T
Filing Party:  L Curve Sub Inc., M Curve Sub Inc. and other filers.
Date Filed:  June 8, 2007

Note: Pursuant to Rule 0-11(a)(2), the amount of filing fee is offset by an amount of $102,439 that was previously paid in connection with the Preliminary Schedule 14A filed on March 16, 2007. The filing fee in the amount of $3,999 reflecting the increase in the amount of the transaction value was paid in connection with the filing of the Schedule TO-T on June 8, 2007.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by Laureate Education, Inc., a Maryland corporation (“Laureate” or the “Company”), the issuer of the common stock that is subject to the Rule 13e-3 transaction. The filing person is the subject company. This Transaction Statement relates to the tender offer by L Curve Sub Inc. (“L Curve”) and M Curve Sub Inc. (“M Curve”) (together, the “Purchasers”), each a Maryland corporation and each a direct subsidiary of Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”), to acquire all of the outstanding shares of common stock, par value $0.01 per share of the Company (the “Shares”), at a price of $62.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 8, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which together constitute the “Offer”), filed as exhibits to the Schedule TO of the Purchasers and the other parties thereto, filed with the Securities and Exchange Commission (“SEC”) on June 8, 2007 (the “Schedule TO”).

This Transaction Statement also relates to an Amended and Restated Agreement and Plan of Merger dated as of June 3, 2007 by and among Laureate, Parent and L Curve (the “Merger Agreement”). The Merger Agreement provides that, subject to the satisfaction or waiver of certain conditions, following completion of the Offer, and in accordance with the Maryland General Corporation Law, L Curve will be merged with and into Laureate (the “Merger”). Following the consummation of the Merger, Laureate will continue as the surviving corporation and will be a direct wholly-owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding Share (other than Shares that are to be canceled pursuant to the Merger Agreement or are to otherwise remain outstanding pursuant to the terms of the Merger Agreement) will be converted into the right to receive $62.00 in cash. Parent has advised the Company that immediately prior to the merger of L Curve into the Company, M Curve will merge with and into L Curve, with L Curve as the surviving corporation in that merger.

Concurrent with the filing of this Schedule 13E-3, the Company is filing a Schedule 14D-9 Solicitation and Recommendation Statement (as amended from time to time, the “Schedule 14D-9”) under Section 14(d)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in response to the Schedule TO. A copy of the Schedule 14D-9 is attached hereto as Exhibit (a)(1), a copy of the Offer to Purchase is attached as Exhibit (a)(1) to the Schedule TO and a copy of the Merger Agreement is attached as Annex A to the Offer to Purchase. The information set forth in the Schedule 14D-9, including all annexes and amendments thereto, is incorporated herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Schedule TO and Schedule 14D-9 of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Schedule TO and Schedule 14D-9, including all annexes thereto, is incorporated by reference herein, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Schedule TO and Schedule 14D-9 and the annexes thereto. All information contained in this Transaction Statement concerning the Company, Parent or the Purchasers has been provided by such person and not by any other person.

TABLE OF CONTENTS

		Page
Item 1.	Summary Term Sheet	1
Item 2.	Subject Company Information	1
Item 3.	Identity and Background of Filing Person(s)	1
Item 4.	Terms of the Transaction	1
Item 5.	Past Contacts, Transactions, Negotiations and Agreements	2
Item 6.	Purposes of the Transaction and Plans or Proposals	2
Item 7.	Purposes, Alternatives, Reasons and Effects	3
Item 8.	Fairness of the Transaction	3
Item 9.	Reports, Opinions, Appraisals and Certain Negotiations	4
Item 10.	Source and Amounts of Funds or Other Consideration	4
Item 11.	Interest in Securities of the Subject Company	4
Item 12.	The Solicitation or Recommendation	5
Item 13.	Financial Information	5
Item 14.	Persons/Assets, Retained, Employed, Compensated or Used	5
Item 15.	Additional Information	5
Item 16.	Exhibits	5
SIGNATURES		8
Exhibit Index		9

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption “Summary Term Sheet” is incorporated by reference herein.

Item 2. Subject Company Information

Regulation M-A Item 1002

(a)           Name and Address. The information set forth in “Item 1 – Subject Company Information” of the Schedule 14D-9 is incorporated by reference herein.

(b)           Securities. The information set forth in “Item 1 – Subject Company Information” of the Schedule 14D-9 is incorporated by reference herein.

(c)           Trading Market and Price. The information set forth in Sections 6 and 10 of the Offer to Purchase entitled “Price Range of Shares of the Company’s Common Stock” and “Dividends and Distributions”, respectively, is incorporated by reference herein.

(d)           Dividends. The information set forth in Sections 6 and 10 of the Offer to Purchase entitled “Price Range of Shares of the Company’s Common Stock” and “Dividends and Distributions”, respectively, is incorporated by reference herein.

(e)           Prior Public Offerings. None.

(f)            Prior Stock Purchases. The information set forth in “Item 6 – Interest in Securities of the Company” of the Schedule 14D-9 is incorporated by reference herein.

Item 3. Identity and Background of Filing Person(s)

Regulation M-A Item 1003

(a)           Name and Address. The information set forth in “Item 1 – Subject Company Information” of the Schedule 14D-9 is incorporated by reference herein. The filing person is the subject company.

(b)           Business and Background of Entities. Not applicable.

(c)           Business and Background of Natural Persons. The information set forth in “Information Relating to Laureate Directors and Named Executive Officers” in the Information Statement of the Company attached to the Schedule 14D-9 as Annex I (the “Schedule 14D-9 Information Statement”) is incorporated by reference herein.

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) (1)      Material Terms (Tender Offers). The information set forth in “Item 8 — No Dissenters’ Rights” of the Schedule 14D-9 and in the “Summary Term Sheet”, “Introduction”, and Sections 1, 3, 4 and 5 of the Offer to Purchase entitled “Terms of the Offer; Expiration Date”; “Procedures for Tendering Shares of the Company’s Common Stock”; “Withdrawal Rights” and “Certain United States Federal Income Tax Considerations”, respectively, is incorporated by reference herein.

(a)(2)       Material Terms (Mergers or Similar Transactions). Not applicable.

(c)           Different Terms. Not applicable.

(d)           Appraisal Rights. The information set forth in “Item 8 — No Dissenters’ Rights” of the Schedule 14D-9 and the section of the Offer to Purchase entitled “Special Factors – No Dissenters’ Rights” is incorporated by reference herein.

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(e)           Provisions for Unaffiliated Security Holders. Certain members of senior management have, by reason of their position as such, access to certain corporate files of the Company. There have been no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Company or any member of the Purchasers’ or to obtain counsel or appraisal services at the expense of the Company or any member of the Purchasers’.

(f)            Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

(a)           Transactions. The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 and in “Certain Relationships and Related Transactions and Director Independence” in the Schedule 14D-9 Information Statement is incorporated by reference herein. Except as described in the Schedule 14D-9 or in the Schedule 14D-9 Information Statement, to the knowledge of the Company, as of the date of this Transaction Statement, during the past two years, there have been no transactions between the Company (or any executive officer or director of the Company) and (1) the Company or any of its affiliates that are not natural persons if the aggregate value of the transactions is more than one percent of the Company’s consolidated revenues for: (i) the fiscal year when the transaction occurred; or (ii) the past portion of the current fiscal year, if the transaction occurred in the current year; and (2) any executive officer, director or affiliate of the Company that is a natural person if the aggregate value of the transaction or series of similar transactions with that person exceeds $60,000.

(b)           Significant Corporate Events. The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein. Except as described in the Schedule 14D-9 to the knowledge of the Company, as of the date of this Transaction Statement, during the past two years, there have been no negotiations, transactions or material contacts between the Company (including subsidiaries of the Company and any executive officer or director of the Company) and the Company or its affiliates concerning any: (1) merger; (2) consolidation; (3) acquisition; (4) tender offer for or other acquisition of any class of the Company’s securities; (5) election of the Company’s directors; or (6) sale or other transfer of a material amount of assets of the Company.

(c)           Negotiations or Contacts. The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein. Except as described in the Schedule 14D-9, to the knowledge of the Company, as of the date of this Transaction Statement, during the past two years, there have been no negotiations or material contacts concerning the matters referred to in paragraph (b) of this section between (1) any affiliates of the Company; or (2) the Company or any of its affiliates and any person not affiliated with the Company who would have a direct interest in such matters.

(e)           Agreements Involving the Subject Company’s Securities. The information set forth in “Item 3 — Past Contacts, Transactions, Negotiations and Agreements” and “Item 4 — The Solicitation or Recommendation” of the Schedule 14D-9 is incorporated by reference herein. Except as described in the Schedule 14D-9, to the knowledge of the Company, as of the date of this Transaction Statement, there are no agreements, arrangements or understandings, whether or not legally enforceable, between the Company (or any executive officer or director of the Company) and any other person with respect to any securities of the Company.

Item 6. Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b)           Use of Securities Acquired. The information contained in the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes and Reasons of the Sterling Founders and Certain Related Persons”; “Special Factors – Purposes and Reasons of Parent, Purchasers and the Sponsors”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger”;

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“Special Factors – Certain Effects of the Offer and the Merger” and “Special Factors – The Merger Agreement” is incorporated by reference herein.

(c)(1)-(8) Plans. The information contained in the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes and Reasons of the Sterling Founders and Certain Related Persons”; “Special Factors – Purposes and Reasons of Parent, Purchasers and the Sponsors”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger”; “Special Factors – Certain Effects of the Offer and the Merger”; “Special Factors – The Merger Agreement” and Section 10 of the Offer to Purchase entitled “Dividends and Distributions” is incorporated by reference herein.

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a)           Purposes. The information contained in the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes and Reasons of the Sterling Founders and Certain Related Persons”; “Special Factors – Purposes and Reasons of Parent, Purchasers and the Sponsors”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger” and Special Factors – “Certain Effects of the Offer and the Merger” is incorporated by reference herein.

(b)           Alternatives. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

(c)           Reasons. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” and “Item 8 – Opinions of the Special Committee’s Financial Advisors” of the Schedule 14D-9 is incorporated by reference herein.

(d)           Effects. The information contained in “Item 8 – No Dissenters’ Rights” of the Schedule 14D-9 and the sections of the Offer to Purchase entitled “Summary Term Sheet”; “Introduction”; “Special Factors – Purposes, Reasons and Plans for Laureate after the Merger”; “Special Factors – Certain Effects of the Offer and the Merger”; “Special Factors – The Merger Agreement”; “Special Factors – Interests of the Company’s Directors and Executive Officers in the Offer and the Merger”; and Sections 5 and 10 of the Offer to Purchase entitled “Certain United States Federal Income Tax Considerations” and “Dividends and Distributions”, respectively, is incorporated by reference herein.

Item 8. Fairness of the Transaction

Regulation M-A 1014

(a)           Fairness. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(b)           Factors Considered in Determining Fairness. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(c)           Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

(d)           Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in “Item 4 — Background of the Offer

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and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(e)           Approval of Directors. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

(f)            Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a)           Report, Opinion or Appraisal. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 5 – Persons/Assets, Retained, Employed, Compensated or Used”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(b)           Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger”; “Item 8 – Opinions of the Special Committee’s Financial Advisors” and Annex II and Annex III of the Schedule 14D-9 is incorporated by reference herein.

(c)           Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of shares of the Company’s common stock or representative of the interested holder who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a)           Source of Funds. The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

(b)           Conditions. The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

(c)           Expenses. The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

(d)           Borrowed Funds. The information set forth in Sections 9 and 13 of the Offer to Purchase entitled “Source and Amount of Funds” and “Certain Fees and Expenses”, respectively, is incorporated by reference herein.

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a)           Securities Ownership. The information set forth in “Security Ownership of Certain Beneficial Owners and Management” of the Schedule 14D-9 Information Statement is incorporated by reference herein.

(b)           Securities Transactions. The information set forth in “Item 6 — Interests in Securities of the Subject Company” of the Schedule 14D-9 is incorporated by reference herein.

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Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d)           Intent to Tender or Vote in a Going-Private Transaction. The information set forth in “Item 4(c) — Intent to Tender” of the Schedule 14D-9 is incorporated by reference herein.

(e)           Recommendations of Others. The information set forth in “Item 4 — Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger” of the Schedule 14D-9 is incorporated by reference herein.

Item 13. Financial Information

Regulation M-A Item 1010

(a)           Financial Statements. The information set forth in Section 7 of the Offer to Purchase entitled “Certain Information Concerning the Company” is incorporated by reference herein. In addition, Laureate’s Consolidated Financial Statements on pages 47 through 90 of Laureate’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2006, is incorporated by reference herein.

(b)           Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a)           Solicitations or Recommendations. The information set forth in “Item 5 — Persons/ Assets Retained, Employed, Compensated or Used” of the Schedule 14D-9 and in Section 13 of the Offer to Purchase entitled “Certain Fees and Expenses” is incorporated by reference herein.

(b)           Employees and Corporate Assets. The information set forth in “Item 5 — Persons/ Assets Retained, Employed, Compensated or Used” of the Schedule 14D-9 and in Section 13 of the Offer to Purchase entitled “Certain Fees and Expenses” is incorporated by reference herein.

Item 15. Additional Information

Regulation M-A Item 1011

(b)           Other Material Information. The information set forth in “Item 8 — Additional Information” of the Schedule 14D-9 is incorporated by reference herein.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1)	Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2007 (incorporated by reference herein)
(a)(2)	Letter to Stockholders of Laureate Education, Inc., dated June 8, 2007*
(a)(3)	Press release issued by the Company on June 4, 2007 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2007)
(a)(4)	Offer to Purchase dated as of June 8, 2007 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO)
(a)(5)	Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) of Schedule TO)

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(a)(6)	Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) of the Schedule TO)
(a)(7)	Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) of the Schedule TO)
(a)(8)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the Schedule TO)
(a)(9)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit (a)(1)(F) of the Schedule TO)
(a)(10)	Summary Advertisement as published on June 8, 2007 (incorporated by reference to Exhibit (a)(1)(G) of the Schedule TO)
(a)(11)	Tender Offer Instruction Form (incorporated by reference to Exhibit (a)(1)(H) of the Schedule TO)
(a)(12)	Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan (incorporated by reference to Exhibit (a)(5)(A) of the Schedule TO)
(a)(13)	Frequently Asked Questions (“FAQ”) Regarding the Tender Offer for Laureate Education, Inc. Shares Credited to 401(k) Plan Accounts (incorporated by reference to Exhibit (a)(5)(B) of the Schedule TO)
(b)(1)	Debt Commitment Letter, dated as of June 3, 2007, among L Curve Sub Inc., and Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit [(b)(1)] of the Schedule TO)
(c)(1)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007*
(c)(2)	Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated January 28, 2007*
(c)(3)	Presentation of Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007*
(c)(4)	Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007*
(c)(5)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated June 2, 2007*
(c)(6)	Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated June 2, 2007*
(c)(7)	Presentation of Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated June 2, 2007*
(c)(8)	Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated June 2, 2007*
(d)(1)	Amended and Restated Agreement and Plan of Merger, dated June 3, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and L Curve Sub Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2007)
(d)(2)	Rollover Letter, dated June 3, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(2) of the Schedule TO)

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(d)(3)	Amended and Restated Interim Investors Agreement, dated June 3, 2007, by and between Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto (incorporated by reference to Exhibit (d)(3) of the Schedule TO)
(d)(4)	Voting Agreement, dated June 3, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11 (incorporated by reference to Exhibit (d)(4) of the Schedule TO)
(d)(5)	Rollover Letter, dated June 3, 2007, between The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(5) of the Schedule TO)
(d)(6)	Rollover Letter, dated June 3, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(6) of the Schedule TO)
(d)(7)	Rollover Letter, dated June 3, 2007, between KJT Gift Trust and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(7) of the Schedule TO)
(d)(8)	Rollover Letter, dated June 3, 2007, between Steven Taslitz and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(8) of the Schedule TO)
(d)(9)	Commitment letter dated June 3, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(9) of the Schedule TO)
(d)(10)	Form of Tender (incorporated by reference to Exhibit (d)(10) of the Schedule TO)
(d)(11)	Tender Agreement, dated as of June 3, 2007, by and between Wengen Alberta, Limited Partnership and Ackerman-Walden Limited Partnership (incorporated by reference to Exhibit (d)(11) of the Schedule TO)
(d)(12)	Rollover Letter, dated June 3, 2007, between Sterling Laureate Rollover, LP and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(12) to the Schedule TO)
(e)(1)	Form of Retention Agreement between Laureate Education, Inc. and the Executive party thereto*
(e)(2)	Confidentiality and Non-Disclosure Agreement dated August 17, 2006 between Laureate Education, Inc. and Sterling Capital Partners II*
(f)	None
(g)	None

*Filed herewith

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated June 8, 2007
	LAUREATE EDUCATION, INC.
	By:	/s/ Robert W. Zentz
	Name:	Robert W. Zentz
	Title:	Senior Vice President and General Counsel

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Exhibit Index

(a)(1)	Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2007 (incorporated by reference herein)
(a)(2)	Letter to Stockholders of Laureate Education, Inc., dated June 8, 2007*
(a)(3)	Press release issued by the Company on June 4, 2007 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2007)
(a)(4)	Offer to Purchase dated as of June 8, 2007 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO)
(a)(5)	Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) of Schedule TO)
(a)(6)	Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) of the Schedule TO)
(a)(7)	Letter from Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) of the Schedule TO)
(a)(8)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the Schedule TO)
(a)(9)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit (a)(1)(F) of the Schedule TO)
(a)(10)	Summary Advertisement as published on June 8, 2007 (incorporated by reference to Exhibit (a)(1)(G) of the Schedule TO)
(a)(11)	Tender Offer Instruction Form (incorporated by reference to Exhibit (a)(1)(H) of the Schedule TO)
(a)(12)	Notice to Participants in the Laureate Education, Inc. 401(k) Retirement Savings Plan (incorporated by reference to Exhibit (a)(5)(A) of the Schedule TO)
(a)(13)	Frequently Asked Questions (“FAQ”) Regarding the Tender Offer for Laureate Education, Inc. Shares Credited to 401(k) Plan Accounts (incorporated by reference to Exhibit (a)(5)(B) of the Schedule TO)
(b)(1)	Debt Commitment Letter, dated as of June 3, 2007, among L Curve Sub Inc., and Goldman Sachs Credit Partners L.P., Citigroup Global Markets Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit (b)(1) of the Schedule TO)
(c)(1)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007*
(c)(2)	Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated January 28, 2007*
(c)(3)	Presentation of Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007*
(c)(4)	Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated January 28, 2007*
(c)(5)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated June 2, 2007*
(c)(6)	Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated June 2, 2007*
(c)(7)	Presentation of Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated June 2, 2007*
(c)(8)	Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of Laureate Education, Inc., dated June 2, 2007*

9

(d)(1)	Amended and Restated Agreement and Plan of Merger, dated June 3, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and L Curve Sub Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2007)
(d)(2)	Rollover Letter, dated June 3, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(2) of the Schedule TO)
(d)(3)	Amended and Restated Interim Investors Agreement, dated June 3, 2007, by and between Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto (incorporated by reference to Exhibit (d)(3) of the Schedule TO)
(d)(4)	Voting Agreement, dated June 3, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, Jill Becker, Eric Becker, R. Christopher Hoehn-Saric, John Miller, Bruce Goldman, Rick Elfman, Therese Wareham, KJT Gift Trust, Merrick Elfman Gift Trust, LGG Gift Trust, Goldman Family Gift Trust, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11 (incorporated by reference to Exhibit (d)(4) of the Schedule TO)
(d)(5)	Rollover Letter, dated June 3, 2007, between The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(5) of the Schedule TO)
(d)(6)	Rollover Letter, dated June 3, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(6) of the Schedule TO)
(d)(7)	Rollover Letter, dated June 3, 2007, between KJT Gift Trust and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(7) of the Schedule TO)
(d)(8)	Rollover Letter, dated June 3, 2007, between Steven Taslitz and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(8) of the Schedule TO)
(d)(9)	Commitment letter dated June 3, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(9) of the Schedule TO)
(d)(10)	Form of Tender (incorporated by reference to Exhibit (d)(10) of the Schedule TO)
(d)(11)	Tender Agreement, dated as of June 3, 2007, by and between Wengen Alberta, Limited Partnership and Ackerman-Walden Limited Partnership (incorporated by reference to Exhibit (d)(11) of the Schedule TO)
(d)(12)	Rollover Letter, dated June 3, 2007, between Sterling Laureate Rollover, LP and Wengen Alberta, Limited Partnership (incorporated by reference to Exhibit (d)(12) to the Schedule TO)
(e)(1)	Form of Retention Agreement between Laureate Education, Inc. and the Executive party thereto*
(e)(2)	Confidentiality and Non-Disclosure Agreement dated August 17, 2006 between Laureate Education, Inc. and Sterling Capital Partners II*
(f)	None
(g)	None

*Filed herewith

10

EX-99.(A)(2)

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Exhibit (a)(2)

1001 FLEET STREET
BALTIMORE, MARYLAND 21202

June 8, 2007

Dear Stockholder:

        On June 3, 2007, Laureate Education, Inc., a Maryland corporation (the "Company"), entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Wengen Alberta, Limited Partnership, an Alberta limited partnership ("Parent"), and L Curve Sub Inc., a Maryland corporation and a direct subsidiary of Parent ("L Curve"). Parent is owned by a consortium of investment funds and other investors, including Douglas L. Becker, the Company's Chairman and Chief Executive Officer.

        Under the terms of the Merger Agreement and subject to the conditions set forth in the Offer to Purchase of L Curve and M Curve Sub Inc., a Maryland corporation and direct subsidiary of Parent ("M Curve", and together with L Curve, the "Purchasers"), and related materials enclosed with this letter, the Purchasers are commencing today a cash tender offer to purchase all of the outstanding shares of the common stock of the Company (the "Shares") at a purchase price of $62.00 per Share, net to the seller in cash (subject to any applicable withholding tax), without interest. Unless subsequently extended, the tender offer is currently scheduled to expire at 12:00 midnight, New York City time, on Friday, July 6, 2007.

        The tender offer is subject to, among other things, the condition that there shall have been validly tendered and not validly withdrawn before the tender offer expires a number of Shares which, when added to any Shares of the Company's common stock already owned by Parent and its subsidiaries, represents at least a majority of the total number of outstanding Shares on a fully diluted basis on the expiration date of the tender offer. The tender offer is also subject to the condition that the debt financing arranged by Purchasers to fund the tender offer must be available for borrowing in connection with the consummation of the tender offer, and that the lenders party to the debt commitments relating to the debt financing arranged by Purchasers to fund the subsequent merger described below shall not have notified Parent or Purchasers that any portion of such financing will not be available at the effective time of the merger, in each case on the terms and conditions set forth in the debt financing commitments or on terms and conditions that are no less favorable, in the aggregate, to Parent and Purchasers, as determined in the reasonable judgment of Parent. If successful, the tender offer will be followed by the merger of L Curve into the Company, with the Company being the surviving corporation. In the merger, Shares not purchased in the tender offer will be converted into the right to receive the same $62.00 per share cash payment, without interest, paid in the tender offer. Parent has advised the Company that it expects that, immediately prior to the merger of L Curve into the Company, M Curve will merge with and into L Curve, with L Curve as the surviving corporation in that merger.

        The Company's board of directors, on the unanimous recommendation of a special committee has approved the Merger Agreement, the tender offer and the merger and has determined that the Merger Agreement and the transactions contemplated thereby (including the tender offer and the merger) are advisable, fair to and in the best interests of the Company and the stockholders of the Company (other than Parent and its affiliates). ACCORDINGLY, THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT YOU ACCEPT THE TENDER OFFER AND TENDER YOUR SHARES TO THE PURCHASERS PURSUANT TO THE TENDER OFFER. Our board of directors determined that each person appointed to the special committee was a disinterested director with regard to the proposed transaction, as such term is used under Maryland law, and an independent director, as such term is defined in the rules of the Nasdaq Global Select Market.

        In arriving at its recommendations, the Company's board of directors gave careful consideration to a number of factors that are described in the enclosed Solicitation/Recommendation Statement on Schedule 14D-9 which I urge you to read.

        Purchasers' Offer to Purchase and related materials, including a letter of transmittal for use in tendering your Shares, set forth the terms and conditions of Purchasers' tender offer and provide instructions as to how to tender your Shares. I urge you to read each of the enclosed materials carefully.

Sincerely,

David A. Wilson
Chairman of the Special Committee
of the Board of Directors

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1001 FLEET STREET BALTIMORE, MARYLAND 21202

EX-99.(C)(1)

Exhibit (c)(1)

1585 Broadway
New York, NY 10036

January 28, 2007

Special Committee of the

Board of Directors

Laureate Education, Inc.

1001 Fleet Street

Baltimore, MD 21202

Members of the Special Committee of the Board:

We understand that Laureate Education, Inc. (the “Company”), Wengen Alberta, Limited Partnership (“Parent”) and L Curve Sub Inc., a direct subsidiary of Parent (“Merger Sub”) propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated January 28, 2007 (the “Merger Agreement”), which provides, among other things, for the merger (the “Merger”) of Merger Sub with and into the Company. Pursuant to the Merger, the Company will become a direct subsidiary of Parent and each outstanding share of common stock, par value $0.01 per share (the “Company Common Stock”) of the Company, other than those shares held in treasury, or held by Parent or any wholly owned subsidiary of Parent or the Company, will be converted into the right to receive $60.50 per share in cash. We note that certain holders of shares of the Company Common Stock (collectively the “Rollover Investors”) will contribute their shares of the Company Common Stock to Parent in exchange for shares of membership interests of Parent pursuant to their Equity Rollover Commitments (as defined in the Merger Agreement) immediately prior to the effective time of the Merger. The terms and conditions of the Merger are more fully set forth in the Merger Agreement. We also note that the Rollover Investors and Parent intend to enter into a voting agreement (the “Voting Agreement”) in connection with the Merger.

You have asked for our opinion as to whether the consideration to be received by the holders of shares of the Company Common Stock pursuant to the Merger Agreement other than the Rollover Investors and Parent and its subsidiaries is fair from a financial point of view to such holders.

For purposes of the opinion set forth herein, we have:

i)    reviewed certain publicly available financial statements and other business and financial information of the Company;

ii)    reviewed certain internal financial statements and other financial and operating data concerning the Company prepared by the management of the Company;

iii)   reviewed certain financial projections prepared by the management of the Company;

iv)   discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

v)    reviewed the reported prices and trading activity for the Company Common Stock;

vi)  compared the financial performance of the Company and the prices and trading activity of the Company Common Stock with that of certain other comparable publicly-traded companies and their securities;

vii)  reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

viii) participated in discussions and negotiations among representatives of the Company, Parent and their financial and legal advisors;

ix)   reviewed the Merger Agreement, the Equity Rollover Commitments, the Voting Agreement, the Financing Commitments of Parent and Merger Sub (as defined in the Merger Agreement), substantially in the form of the drafts dated January 28, 2007, and certain related documents; and

x)    performed such other analyses and considered such other factors as we have deemed appropriate.

We have assumed and relied upon without independent verification the accuracy and completeness of the information supplied or otherwise made available to us for the purposes of this opinion. With respect to the financial projections, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of the Company. We have also assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions including, among other things, that Parent will obtain financing for the Merger in accordance with the terms set forth in the Financing Commitments and that the transactions contemplated by the Equity Rollover Commitments will be consummated in accordance with their terms. We have assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. We are not legal, tax or regulatory advisors and have relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to such matters.

This opinion does not address the fairness of any consideration to be received by the Rollover Investors or Parent and its subsidiaries pursuant to the Merger Agreement or the Equity Rollover Commitments, the relative merits of the Merger as compared to the alternative transactions or strategies that might be available to the Company, or the underlying business decision of the Company to enter into the Merger. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company, nor did we negotiate with any of the parties, other than Parent, which expressed interest to Morgan Stanley in the possible acquisition of the Company or certain of its constituent businesses.

We have acted as financial advisor to the Special Committee of the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a substantial portion of which is contingent upon rendering of this fairness opinion. Morgan Stanley, its affiliates, directors or officers, including individuals working with the Company in connection with this transaction, may have committed and may commit in the future to invest in private equity funds managed by affiliates of Parent. In the ordinary course of our trading, brokerage, investment management and financing activities, Morgan Stanley or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or the accounts of customers, in debt or equity securities or senior loans of the Company, affiliates of Parent or any other company or any currency or commodity that may be involved in this transaction.

It is understood that this letter is for the information of the Special Committee of the Board of Directors of the Company and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the Securities and Exchange Commission in connection with this transaction if such inclusion is required by applicable law. In addition, Morgan Stanley expresses no opinion or recommendation as to how the stockholders of the Company should vote at the stockholders’ meeting to be held in connection with the Merger.

Based on and subject to the foregoing, we are of the opinion on the date hereof that the consideration to be received by the holders of shares of the Company Common Stock pursuant to the Merger Agreement other than the Rollover Investors and Parent and its subsidiaries is fair from a financial point of view to such holders.

Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By:	/s/ RICHARD S. BRAIL
	Richard S. Brail Managing Director

EX-99.(C)(2)

Exhibit (c)(2)

	Global Markets & Investment Banking Group
	4 World Financial Center North Tower 30th Floor New York, NY 10080 212 449 1000

January 28, 2007

Special Committee of the Board of Directors

Laureate Education, Inc.

1001 Fleet Street

Baltimore, Maryland 21202

Members of the Special Committee of the Board of Directors:

Laureate Education, Inc. (the “Company”), Wengen Alberta, Limited Partnership (the “Acquiror”) and L Curve Sub Inc., a newly formed, direct subsidiary of the Acquiror (the “Acquisition Sub”), propose to enter into that certain Agreement and Plan of Merger, to be dated as of January 28, 2007 (the “Agreement”), pursuant to which Acquisition Sub would be merged with and into the Company in a merger (the “Merger”) in which each outstanding share of common stock, par value $0.01 per share, of the Company (the “Company Shares”) (other than Company Shares held by the Acquiror or any subsidiary of the Acquiror immediately prior to the effective time of the Merger, including any Company Shares contributed to the Acquiror by the Acquiror Investors (as defined below)) would be converted into the right to receive $60.50 per share in cash (the “Consideration”). We understand that, in connection with the Merger, Douglas L. Becker (“DLB”), Steven Taslitz (“ST”) and other persons and entities (collectively, the “Acquiror Investors”) will contribute Common Shares to, or otherwise invest in, the Acquiror.

You have asked us whether, in our opinion, the Consideration to be received by the holders of the Company Shares pursuant to the Merger Agreement is fair from a financial point of view to such holders, other than the Acquiror, the Acquiror Investors and their respective affiliates.

In arriving at the opinion set forth below, we have, among other things:

(1)Reviewed certain publicly available business and financial information relating to the Company that we deemed to be relevant;

(2)Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company furnished to us by the Company;

(3)Conducted discussions with members of senior management and representatives of the Company concerning the matters described in clauses 1 and 2 above;

(4)Reviewed the market prices and valuation multiples for the Company Shares and compared them with those of certain publicly traded companies that we deemed to be relevant;

(5)Reviewed the results of operations of the Company and compared them with those of certain publicly traded companies that we deemed to be relevant;

(6)Compared the proposed financial terms of the Merger with the financial terms of certain other transactions that we deemed to be relevant;

(7)Participated in certain discussions and negotiations among representatives of the Special Committee of the Board of Directors and the Acquiror and their financial and legal advisors;

(8)Reviewed drafts as of January 28, 2007 of the Agreement, a Cooperation Agreement between the Company and DLB, a Voting Agreement between the Acquiror, DLB, ST and certain related trusts, equity rollover commitment letters to be provided by DLB, ST and certain related trusts to the Acquiror, equity financing commitments to be provided by certain equity investors to the Acquiror and certain related documents (collectively, the “Transaction Documents”) and a debt financing commitment letter, dated January 28, 2007, to the Acquisition Sub executed by certain lenders; and

(9)Reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions.

In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available, and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of the Company or been furnished with any such evaluation or appraisal, nor have we evaluated the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company. With respect to the financial forecast information furnished to or discussed with us by the Company, we have assumed that they have been reasonably prepared and reflect the best currently available estimates and judgment of the Company’s management as to the expected future financial performance of the Company. We have also assumed that the final forms of the Transaction Documents will be substantially similar to the last drafts reviewed by us.

Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof.

In connection with the preparation of this opinion, we have not been authorized by the Company, the Special Committee of the Board of Directors or the Board of Directors to solicit, nor have we solicited (but we note that we may be so authorized for a period of time following execution of the Agreement, subject to the terms, conditions, and procedures set forth therein), third-party indications of interest for the acquisition of all or any part of the Company.

We are acting as financial advisor to the Special Committee of the Board of Directors of the Company in connection with the Merger and will receive a fee from the Company for our services, two-thirds of which is payable upon completion of our due diligence and our rendering an opinion, and the remaining portion of which is contingent upon the consummation of the Merger. We may receive an additional fee from the Company, payable at the sole discretion of the Special Committee of the Board of Directors, upon consummation of the Merger. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. In the ordinary course of our business, we may actively trade the Company Shares for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

This opinion is for the use and benefit of the Special Committee of the Board of Directors of the Company. Our opinion does not address the merits of the underlying decision by the Company to engage in the Merger and does not constitute a recommendation to any shareholder as to how such shareholder should vote on the proposed Merger or any matter related thereto. In addition, you have not asked us to address, and this opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of the Company Shares.

On the basis of and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration to be received by the holders of the Company Shares pursuant to the Agreement is fair from a financial point of view to the holders of such shares, other than the Acquiror, the Acquiror Investors and their respective affiliates.

Very truly yours,

/s/ MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

EX-99.(C)(3)

Exhibit (c)(3)

CONFIDENTIAL Project Honor Presentation to the Special Committee of the Board of Directors January 28, 2007

CONFIDENTIAL Table of Contents Project Honor Section 1 Situation Overview Section 2 Review of Loyal Operating Outlook Section 3 Valuation Summary Appendix A Supplemental Analysis Appendix B Industry Landscape Appendix C Due Diligence Log

CONFIDENTIAL Project Honor Section 1 Situation Overview

CONFIDENTIAL Transaction Summary Project Honor 1 • Morgan Stanley believes that $60.50 is fair to Loyal’s shareholders from a financial point of view Purchase Price: • $60.50 / share in cash - Aggregate purchase price of $3.7Bn - Equity value of $3.3Bn based on 51.4MM shares outstanding, 0.6 restricted shares, and 5.2MM options with an average exercise price of $24.41 less 0.1MM unaccelerated restricted shares and 0.6MM unaccelerated options at $42.65 Date Premium January 5th 22% 30 Trading Day Average 19% 30 Days Prior 24% Transaction Multiples: P/E Multiple EBITDA Multiple 9/30/06 LTM 33.8x 18.8x 2006E - Company 29.7x 17.6x 2006E - Research 30.8x 18.1x 2007E - Research 24.4x 14.7x • The 18.1x 2006E Research EBITDA multiple is over 50% higher than the 11.6x LTM multiple paid in Providence Equity Partners’ 2006 $3.1Bn buyout of EDMC, the most recent comparable transaction • The 14.7x 2007E Research EBITDA multiple is over 50% higher than the 9.7x forward multiple paid in the EDMC transaction Offer Chronology: • The Special Committee rejected three previous offers: - $55.00 was rejected on September 22nd - $56.50 was rejected on December 7th - $59.25 was rejected on December 15th • $60.50 was accepted by the Special Committee on January 5th subject to signing a definitive agreement Exclusivity: • No members of management, including Douglas L. Becker, are exclusive to the buyer group • No debt financing sources other than Goldman Sachs and Citigroup are exclusive Timing: • 45-day “go shop“ period ending March 14, 2007 • Expected close in 3Q07 Break-up Fee: • $[55]MM break-up fee during “go shop“ period • $[110]MM break-up fee after completion of “go shop“ period Match Right: • No match right by existing buyer group during “go shop“ period Situation Overview

CONFIDENTIAL Process History Project Honor 2 • On September 11, 2006, Doug Becker and certain founders of Sterling Partners submitted a letter indicating an interest in taking Loyal private at $55.00/share – The letter included a “highly confident” debt financing letter from Goldman Sachs – On September 22nd, the Special Committee requested that Mr. Becker withdraw his letter • On October 5th, the Special Committee outlined a structured process to allow Mr. Becker to pursue a potential acquisition of the Company • On December 6th, Doug Becker submitted a letter indicating an interest in taking Loyal private at $56.50/share – The offer was rejected by the Special Committee on December 7th • On December 14th, Doug Becker submitted a letter indicating an interest in taking Loyal private at $59.25/share – The offer was rejected by the Special Committee on December 15th – The Special Committee advised Mr. Becker that it could support a bid at $62.00/share – On December 19th, Mr. Becker submitted a letter stating that his investors would not support a transaction at the $62.00/share price – The Special Committee instructed Mr. Becker to submit his best and final offer and that it would be considered by the independent directors • On December 27th, Doug Becker orally submitted an offer of $60.50/share, subject to confirmatory due diligence, completion of financing and negotiation of a definitive agreement – Mr. Becker said that this was his “best and final” offer – Mr. Becker’s financial advisors confirmed that this was the “best and final” offer • On January 5, 2007, the Special Committee approved the $60.50/share offer subject to signing a definitive agreement and established a three-week window in which the consortium needed to complete its due diligence and negotiate the terms of a definitive agreement Situation Overview

CONFIDENTIAL Excerpts from Doug Becker’s Letter to the Special Committee Letter Dated December 19, 2006 Project Honor 3 “…I am writing to notify you that our investors will not support a transaction at the $62 price proposed by the Committee. “When we submitted our bid at $59.25 last week, I advised the Committee of the challenges we encountered in raising the required amount of equity to pay such a high multiple for this Company. Our investors are not monolithic – each one has a different threshold beyond which they simply will not invest. Many investors opted out on valuation even below our previous offer of $56.50, and at each increment above that level we lost a certain amount of investor participation. A price of $62 would take us far beyond the level at which we would be able to retain sufficient equity commitments to conclude a transaction. Given the impasse, I believe that both sides should task our respective advisors to meet to see if a compromise can be found. To continue without clarity on our strategic direction exposes the company to considerable risk, and I know that you’ll agree that we should bring this process to a prompt close.” Situation Overview

CONFIDENTIAL Private Equity Funds • Blackstone • Bregal Investments • Carlyle Group • Centerbridge Capital • Citigroup Private Equity • KKR • New Mountain Capital • SPG Partners • Sterling Equity Situation Overview Equity Investors Approached Project Honor • Due diligence with potential investors has been ongoing since October 6th • 42 potential investors were approved by the Special Committee for Doug Becker’s group to approach – Many investors declined to participate while several others were interested in mezzanine or equity investments at different thresholds • Multiple management presentations and site visits were held in Baltimore, Mexico, Spain, Brazil and Chile 4 Hedge Funds • Cerberus • Farallon • Highfields • Perry Capital • SAC Capital Advisors Institutional Funds • Berkshire Hathaway • Caisse de Depot • Canada Pension Plan • GE Capital • Makena Capital Management • MSD Capital • Ontario Teachers (OTPP) • Stanford Management • Temasek Holdings Family Offices • Artal (Invus Family Office) • Corporacion Alba/March Family • Crown Family • Fisher Family • George Soros • Husnu Ozyyegin • John Abele • Kamprad Family • Kingdom Holdings • Moore Capital • Nicolas Berggruen • Polanco Family • Pritzer Family • Raidan Holdings • Ron Baron/Baron Capital • Southern Cross • Torreal • UKI Holdings • Walton Family - Indicates commitment in the proposed transaction

CONFIDENTIAL Sources of Funds Uses of Funds ($MM) ($MM) Debt: Leverage(1) Purchase Equity 3,313 Rollover Debt(2) 224 6% 1.0x Rollover Debt 224 Bank Debt 395 10% 2.6x Repay Existing Debt 208 Senior Unsecured Notes 282 7% 3.8x Minimum Cash Balance 20 Senior Unsecured PIK Toggle Notes 470 12% 5.8x Excess Cash to Fund CapEx/Acquisitions 162 Senior Subordinated Notes 329 8% 7.2x Fees 145 Total Debt $1,700 42% 7.2x Total Uses $4,072 Cash on Balance Sheet $91 2% Equity: KKR 400 10% SAC Capital Advisors 350 9% Caisse de Depot 250 6% Bregal Investments 200 5% Moore Capital 200 5% Citigroup Private Equity 175 4% Rollover Equity 116 3% Makena Capital Management 100 2% Torreal 100 2% SPG Partners 50 1% Sterling Equity 50 1% Southern Cross 40 1% Citigroup Bridge 250 6% Total Equity $2,281 56% Total Sources $4,072 100% Situation Overview Proposed Transaction Sources & Uses Source: KKR Project Honor • The transaction will be 56% equity financed – The total equity commitment of $2,281MM includes equity from 11 investors and $116MM in rollover equity • The debt represents 42% of the financing and 7.2x PF leverage • $91MM in cash on the balance sheet will be used 5 Notes 1. Based on 3/31/07 LTM PR EBITDA of $234.7MM 2. Rollover debt calculated on a pro rata basis

CONFIDENTIAL 19% 40% 35% 30% 24% 26% 28% 31% 17% 20% 33% 20% 24% 0% 10% 20% 30% 40% 50% 60% 70% 9/4/03 3/5/04 9/23/04 7/29/05 6/14/05 2/21/06 3/6/06 3/6/06 4/20/06 5/2/05 5/31/06 8/8/06 11/5/06 Situation Overview Precedent Equity Contributions in Recent LBO Transactions Project Honor 6 Equity Contribution(1) (%) Equity Contribution (MM): Company MGM Ornedo Nalco Extended Stay America Insight Comm. Wyndham International(2) MeriStar Hospitality EDMC Kerzner International Neiman Marcus West Corporation Aleris Int’l $1,600 $1,000 $680 $710 $550 $800 $1,300 $1,441 $1,445 $1,012 $1,000 Median: 26.5% Equity: 56.0% Note 1. Transactions between $3Bn-$5Bn, 2003-2007 2. Equity contribution calculated as a % of total aggregate value CarrAmerica Realty Corp(2) $900 OSI Restaurant Partners $1,003

CONFIDENTIAL Project Honor Section 2 Review of Loyal Operating Outlook

CONFIDENTIAL Category Opportunities Risks Acquisitions • Latin America still provides opportunities for both acquisitions and organic expansion / “natural line extensions” • Increasing interest in international markets by competitors and private equity buyers may make acquisitions more difficult to find and more expensive • Delays in entering new emerging markets and lower anticipated margins (China and India) Growth • Potential for increasing global awareness of value of education to drive future growth rates • Opportunities / plans for international expansion of online program could provide catalyst • Participation rates continue to trend higher in developing countries • Slowing growth in industry has affected industry-valuations • Slowing online growth for competitors may indicate potential challenges in that business • US competitors have targeted foreign expansion as key growth initiative Management • Strong core management team has built business • Lack of management depth across the company may limit ability to integrate acquisitions • Recently hired Latin American team still unproven• Taxes • Advantage over peers if low tax rate can be sustained • Low tax rate may increase over time due to repatriation of funds - Complex tax structure Pricing • Potential exists for more aggressive price increases • Reduced government incentives (e.g., student loans) outside of US ROIC • Management contract model (i.e., Four Seasons) could provide improved returns • Loyal ROIC lags U.S. peers due to more capital intensive business model • Significant number of recently acquired universities still to be “turned around” Loyal Operating Outlook Opportunities & Risks Project Honor 7 Review of Loyal Operating Outlook

CONFIDENTIAL Review of Loyal Operating Outlook Upcoming Earnings Announcement 4Q ‘06 and Full-year 2006 Results Project Honor Note 1. Mean estimates include Bank of America, Barrington Research, BMO, Citigroup, Credit Suisse, Lehman Brothers, Morgan Stanley, Piper Jaffray, Baird, Signal Hill, Stifel Nicolaus, SunTrust Robinson and Blair • Loyal will announce 4Q ‘06 and full-year 2006 results on February 20, 2007 • Loyal expects to exceed guidance for revenues and EPS for both 4Q ‘06 and the full-year • In addition, the Company expects to exceed current analyst estimates 8 4Q'06 ($MM) Consensus Company Vs. Street Vs. Forecast Guidance Guidance Expectation(1) Street Revenue $346 $315 - $340 Exceed $332 Exceed EPS (Post-FAS 123) $1.15 $1.05 - $1.11 Exceed $1.10 Exceed 2006 ($MM) Consensus Company Vs. Street Vs. Forecast Guidance Guidance Expectation(1) Street Revenue $1,145 $1,110 - $1,135 Exceed $1,131 Exceed EPS (Post-FAS 123) $2.10 $1.99 - $2.06 Exceed $2.01 Exceed

CONFIDENTIAL % Inc./(Dec.) Share Price Today Based on 2007 P/E Multiple 2007E EPS(1) to Research EPS 19.7x 20.7x 21.7x 22.7x 23.7x $2.30 (7%) $45 $48 $50 $52 $54 $2.35 (5%) $46 $49 $51 $53 $56 $2.40 (3%) $47 $50 $52 $54 $57 $2.46 (1%) $48 $51 $53 $56 $58 $2.49 0% $49 $51 $54 $56 $59 $2.55 3% $50 $53 $55 $58 $60 $2.60 5% $51 $54 $56 $59 $62 $2.65 7% $52 $55 $57 $60 $63 $2.70 9% $53 $56 $59 $61 $64 Research Management without Acquisitions Management with Acquisitions Illustrative Near-Term Stock Price Sensitivity Project Honor • The Company has indicated to the Board a concern regarding 2007 guidance as acquisitions have not materialized as quickly has had been forecasted • Assuming the current multiple holds, Loyal will be dependent on its acquisition strategy to drive stock price appreciation • The Company has provided FY 2007 EPS guidance of $2.45 - $2.55 9 Current Share Price Notes 1. Post FAS-123 Review of Loyal Operating Outlook

CONFIDENTIAL Review of Loyal Operating Outlook Projections: Management vs. Research Project Honor 10 18 12 29 16 14 16 31 18 14 14 16 15 31 28 23 25 20 16 10 15 20 25 30 35 2006 2007 2008 2009 2010 2011 Research Mgmt.—No Acq. Mgmt.—Acq. Revenue Growth % • Management plans diverge significantly from Wall Street expectations in the out years – EBITDA differential in the Management case with acquisitions reaches $279MM in 2011, a difference of 55% Research Mgmt.—No Acq. Mgmt.—Acq. 2006–2011 CAGR (%) 15 16 22 19 18 19 22 22 22 18 21 22 24 25 25 25 25 24 23 21 18 15 18 21 24 27 2006 2007 2008 2009 2010 2011 Research Mgmt.—No Acq. Mgmt.—Acq. EBITDA Margin % 206 253 291 391 457 511 211 273 333 424 515 587 211 310 406 542 677 790 200 300 400 500 600 700 800 900 2006 2007 2008 2009 2010 2011 Research Mgmt.—No Acq. Mgmt.—Acq. EBITDA $MM Research Mgmt.—No Acq. Mgmt.—Acq. 2006–2011 CAGR (%) 20 23 30 44 78 207 255 281 103 121 25 337 289 218 74 25 88 140 253 350 431 (50) 50 150 250 350 450 2006 2007 2008 2009 2010 2011 Research Mgmt.—No Acq. Mgmt.—Acq. EBITDA—Capex $MM Research Mgmt.—No Acq. Mgmt.—Acq. 2007–2011 CAGR (%) 38 46 48 223 337 1,365 687 648 235 0 500 1,000 1,500 2,000 2,500 3,000 2006 2011 Latam Online Europe $1,145 $2,350(1) Revenue by Segment Notes 1. Excludes acquisitions

CONFIDENTIAL Project Honor Section 3 Valuation Summary

CONFIDENTIAL Loyal Valuation Summary Project Honor 11 41 48 34 29 32 38 42 52 64 38 45 55 55 56 41 63 53 57 46 57 70 55 69 58 45 66 25 30 35 40 45 50 55 60 65 70 75 Research Management - No Acquisitions Management - Acquisitions Research Management - No Acquisitions Management - Acquisitions Research Management - No Acquisitions Management - Acquisitions Research Management - No Acquisitions Management - Acquisitions $ Per Share Research Management – Acq. Assumptions • Precedent Transactions – 11.0-12.0x 2006E EBITDA – 9.5-10.5x 2007E EBITDA – 9.7x 2007E EBITDA (2) • Precedent Premia – 20-30% premium on 30 days prior closing price • Public Comparables – 8.0-13.0x 2007E EBITDA • Disc. Future Share Price – 9.0x-12.0x forward EBITDA – Midpoint of 2008-2010 • DCF – 8.5x terminal multiple – 11-13% WACC • LBO – 7.2x leverage – 20-25% returns – 8.5-9.5x 2011 forward exit multiple Public Comparables Discounted Cash Flow Leveraged Buyout Disc. Future Stock Price $53.93 Current Price Notes 1. 12-month price targets discounted at 14% 2. Forward multiple paid for EDMC $60.50 Offer Management – No Acq. Represents Value at EDMC Transaction Multiple Precedent Transactions Precedent Premia LTM Trading Range Research Price Targets 52 66 56 $48.63 30 Days Prior Valuation Summary

CONFIDENTIAL 20 30 40 50 60 70 Jan-05 Mar-05 May-05 Aug-05 Oct-05 Dec-05 Mar-06 May-06 Aug-06 Oct-06 Jan-07 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 Volume Price Stock Performance from January 2005—Present $ 000s Loyal Trading Performance Project Honor 12 Source FactSet 28-Feb-05 Reported 2004 earnings; appointed Daniel Nickel as EVP of Corporate Operations; Announced $40MM sale of Wall Street Institute to The Carlyle Group and Citigroup Private Equity 22-Mar-05 $111MM Follow-on Equity Offering 27-Apr-06 Reported group earnings results for 1Q ‘06; provided earnings guidance for 2Q 2006; Reiterated earnings guidance for the full year 2006 20-Jul-06 Reported 2Q ‘06 earnings 21-Jul-05 Reported earnings results for 2Q ‘05; Provided earnings guidance for the third quarter and reiterated earnings guidance for the full year of 2005; Announced departure of Sean Creamer as CFO 21-Apr-05 Reported 1Q ‘05 earnings 16-Sep-05 Appointed Rosemarie Mecca as new CFO 20-Oct-05 Reported 3Q ‘05 earnings 27-Feb-06 Reported 2005 earnings 18-Aug-06 Secured New Credit Facility of $250MM; Increased Facility to $350MM on 25-Oct-06 16-Aug-06 Agreed to acquire the remaining 20% stake in Desarrollo del Conocimiento S.A. and Desarrollo de la Educacion Superior S.A. for $161MM 22-Nov-06 Announced partnership with Istanbul Bilgi University 19-Oct-2006 Reported record student enrollment and 3Q 2006 results Ticker Since 9/8 LTM L2Y DV 33% 47% 80% ESI 14% 33% 66% STRA 3% 25% 5% COCO 11% 13% (29%) NDX 13% 6% 19% Loyal 15% 1% 25% CECO 45% (10%) (30%) APOL (14%) (24%) (47%) Trading Volume Statistics '000s LTM Max 2,141 LTM Min 60 Max Since 9/8 872 Min Since 9/8 60 Max Since 1/5 612 Min Since 1/5 201 Average Trading: Last 5 Years 377 Last 3 Years 345 LTM 301 Since 9/8/2006 269 Since 1/5/2006 359 Days > LTM Avg. Since 9/8 34 Days Trading Since 9/8 94 % Days > LTM Average Since 9/8 36% Days > LTM Avg. Since 1/5 9 Days Trading Since 1/5 14 % Days > LTM Average Since 1/5 64% Valuation Summary

CONFIDENTIAL Wall Street Research Perspectives Project Honor 13 • Loyal is currently trading at $53.92(1) • The average of the present value of research analyst stock price targets is $52.72, which represents a 2% discount to the current stock price Notes 1. As of 1/25/2007 2. Based on 12-month price target and 14% cost of equity; N/A indicates that broker does not indicate time frame for price target Price % Premium to PV of Price Valuation EPS Estimates Firm Date Target to Current Target(2) Methodology Recommendation 2007E 2008E 2009E Stifel Nicolaus 10/20/2006 $62.00 15% $56.31 P/E Multiple Buy $2.50 NA NA Morgan Stanley 1/19/2007 $60.00 11% $52.75 DCF/EVA Overweight $2.60 $3.35 $4.06 Robert W. Baird 11/22/2006 $60.00 11% $53.85 P/E Multiple Outperform $2.50 NA NA Credit Suisse 10/20/2006 $60.00 11% $54.50 P/E Multiple Outperform $2.50 NA NA Piper Jaffray 10/20/2006 $60.00 11% N/A P/E Multiple Outperform $2.49 NA NA SunTrust Robinson 10/19/2006 $58.00 8% $52.70 P/E Multiple Buy $2.41 NA NA Citigroup 12/19/2006 $57.00 6% $50.67 DCF Hold $2.42 $3.01 NA Bank of America 1/22/2007 $55.00 2% $48.30 P/E Multiple Neutral $2.50 $3.06 NA BMO Capital Markets 10/20/2006 $55.00 2% N/A P/E Multiple Outperform $2.47 NA NA Lehman Brothers 10/20/2006 $53.00 (2%) N/A P/E Multiple Equal Weight $2.46 NA NA William Blair & Co. 11/27/2006 N/A N/A N/A P/E Multiple Outperform $2.48 NA NA Signal Hill 10/20/2006 N/A N/A N/A P/E Multiple Buy $2.51 $3.05 NA Mean $58.00 8% $52.72 $2.49 $3.12 $4.06 Median $59.00 9% $52.75 $2.50 $3.06 $4.06 Valuation Summary

Valuation Summary Loyal Valuation Matrix Project Honor 14 Notes Based on 51.426MM shares outstanding, 0.586 restricted shares, and 5.236MM options with an average exercise price of $24.41 less 0.088MM unaccelerated restricted shares and 0.602MM unaccelerated options at $42.65 Based on YE 2006E net debt of $406MM including $469MM debt, $62MM minority interest (as of 9/30/06), and $125MM of cash Assumes $300MM high yield issuance on 1/1/07 Represents EDMC Transaction Multiple; 2006E EBITDA multiple corresponds to $36/share for Loyal Loyal Valuation Matrix Premium / Discount to Equity Agg. Mgmt. with Acq. Research Mgmt. with Acq. Research Research Share 30 Days LTM LTM Value (1) Value (2) Price/Earnings (3) Price/Earnings Agg. Value/EBITDA Agg. Value/EBITDA Equity Value/FCF Price 1/25/2007 Jan. 5th Prior Sep. 8th High Low ($Bn) ($Bn) 2006E 2007E 2006E 2007E 2006E 2007E 2006E 2007E 2006E 2007E Statistic $53.92 $49.45 $48.63 $46.97 $55.22 $40.52 $111 $141 $107 $135 $211 $310 $206 $253 $62 $119 $40.00 (26%) (19%) (18%) (15%) (28%) (1%) $2.2 $2.6 19.2x 15.1x 20.0x 15.8x 12.1x 8.3x 12.4x 10.1x 34.6x 18.2x 42.50 (21%) (14%) (13%) (10%) (23%) 5% 2.3 2.7 20.5 16.1 21.3 16.9 12.8 8.7 13.1 10.7 36.9 19.4 45.00 (17%) (9%) (7%) (4%) (19%) 11% 2.4 2.8 21.8 17.1 22.6 17.9 13.5 9.2 13.8 11.3 39.2 20.6 53.92 0% 9% 11% 15% (2%) 33% 2.9 3.4 26.3 20.7 27.4 21.7 15.9 10.8 16.3 13.3 47.3 24.8 55.00 2% 11% 13% 17% (0%) 36% 3.0 3.4 26.9 21.2 27.9 22.1 16.2 11.0 16.6 13.5 48.3 25.3 56.50 5% 14% 16% 20% 2% 39% 3.1 3.5 27.6 21.8 28.7 22.8 16.6 11.3 17.0 13.8 49.6 26.0 59.25 10% 20% 22% 26% 7% 46% 3.2 3.7 29.0 22.9 30.2 23.9 17.3 11.8 17.7 14.4 52.1 27.3 60.50 12% 22% 24% 29% 10% 49% 3.3 3.7 29.7 23.4 30.8 24.4 17.6 12.0 18.1 14.7 53.3 27.9 61.00 13% 23% 25% 30% 10% 51% 3.3 3.8 29.9 23.6 31.1 24.7 17.8 12.1 18.2 14.8 53.7 28.2 62.00 15% 25% 27% 32% 12% 53% 3.4 3.8 30.4 24.0 31.6 25.1 18.0 12.3 18.5 15.1 54.6 28.7 Indicates Current Share Price Indicates 9/11/06 Offer Indicates 12/6/06 Offer Indicates 12/14/06 Offer Indicates 12/27/06 Offer

CONFIDENTIAL Valuation Summary Selected Precedent Transactions 15 12.4 14.8 8.8 6.6 11.6 12.0 12.8 9.9 N/A N/A N/A 0.0 4.0 8.0 12.0 16.0 Mar-03 Mar-03 Mar-03 Jun-03 Jun-03 Jun-03 Apr-04 Dec-04 Mar-06 Jun-06 Sep-06 For-Profit Education—AV/LTM EBITDA x Median: 11.8x Target Acquirer Project Honor Education Mgmt. Corp. Goldman Sachs/ Providence Universidad Europea de Madrid Laureate Institute for Executive Development (“IEDE”) Laureate American Education Centers Inc. Education Mgmt. Corp. CDI Education Corporation Corinthian Career Choices/ East Coast Aero Tech. Corinthian Whitman Education Group Inc. Career Education Dominica Management, Inc. (Ross University) DeVry University Financial Training Company Kaplan Concorde Career Colleges Liberty Partners Educate Sterling Capital (2) Note 1. Based on Wall Street research estimates, Loyal trading multiples as of 1/25/07 2. Pending 3. Based on 30 days prior closing price Agg. Value ($MM) 3,145 173 7 116 37 59 232 310 89 97 516 • The EDMC transaction represented a 19% and 16% premium to the company’s then EBITDA and P/E trading multiples • The proposed transaction represents a 23% and 26% premium on an EBITDA and P/E basis to Loyal’s trading multiples based on the 30-days prior closing price • The long-term EPS growth rate of EDMC at the time of the transaction was 20% and Loyal’s is currently 23% Comparison of Trading versus Acquisition Multiples(1) Trading Acquisition LT EBITDA P/E EBITDA P/E % Premium to Trading(3) Growth LTM Forward Forward LTM Forward Forward EBITDA P/E EDMC 20% 9.8x 8.1x 23.8x 11.6x 9.7x 27.6x 18.6% 16.0% Loyal @ $60.50 23% 14.8x 12.1x 19.5x 18.1x 14.7x 24.4x 22.0% 25.6%

CONFIDENTIAL 0% 10% 20% 30% 40% 50% 60% '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 07 Premia Paid in All Cash Transactions(1) Project Honor Precedent Premia Paid Analyses Notes 1. U.S. transactions greater than $100MM; 2007 average as of 1/26/07; annual amounts based on mean of percentage premiums paid over unaffected stock price four weeks prior to the earliest of the deal announcement, announcement of a competing bid and market rumors 2. All premiums are to 30-day average prior to offer date 16 Median Premium of 42% 2004-2007 Median Premium of 30% 23% 14% 24% 32%33% 50% 36% 52% 0% 10% 20% 30% 40% 50% 60% 2000 2001 2002 2003 2004 2005 2006 2007 Premia Paid in LBO Transactions(2) Median Premium of 33% 2004-2006 Median Premium of 24% LTM LBO Targets > $3Bn Premium Date Company (%) 2/8/06 BAA PLC 99 8/28/06 Capio AB 52 3/27/06 Assoc British Ports Hldgs PLC 47 10/2/06 Harrah's Entertainment 43 4/3/06 Gambro AB 39 10/30/06 Trustreet Properties 38 9/15/06 Freescale Semiconductor 38 6/30/06 Michaels Stores 38 12/4/06 Station Casinos 38 3/6/06 Education Management Corp 34 11/22/06 Qantas Airways Ltd 31 11/19/06 Equity Office Properties Trust 29 11/24/06 Advanced Semiconductor 29 10/8/06 Cablevision 28 12/12/06 Sabre Holdings Corp 25 3/22/06 Kesa Electricals PLC 24 10/2/06 AWG PLC 24 11/16/06 Clear Channel 23 5/29/06 Kinder Morgan 22 3/6/06 CarrAmerica Realty Corp 21 11/5/06 OSI Restaurant Partners 20 3/20/06 Kerzner International Ltd 20 7/24/06 HCA 18 6/28/06 Highwoods Properties 16 6/27/06 Univision Communications 16 12/18/06 Biomet 15 5/1/06 ARAMARK Corp 15 12/15/06 Realogy Corp 11 2/21/06 MeriStar Hospitality Corp 10 5/31/06 West Corp 6 1/17/07 Mills Corp 2 Mean 28 Median 24 Valuation Summary

CONFIDENTIAL Project Honor Valuation Summary Selected Forward Operating and Financial Metrics(1) 2007 EBITDA Multiple 2007 P/E 7.8x 8.6x 9.6x 12.8x 13.3x13.6x 14.6x 8.0x 10.0x 12.0x 14.0x 16.0x (x) 16.7x 20.2x 21.7x 23.8x 26.3x27.7x28.3x 15.0x 20.0x 25.0x 30.0x (x) Median(2) 11.2x Median(2) 25.0x 6.0x 10.0x 4.0x 2.0x 5.0x 0.0x 0.0x STRA ESI Loyal DV COCO APOL CECO Source Wall Street Research DV COCO STRA ESI Loyal CECO APOL Source Wall Street Research Long Term EPS Growth 2007 PEG 14% 15%16% 17% 19% 19% 23% 15.0% 20.0% 25.0% (%) 1.0x 1.1x 1.3x 1.5x 1.5x1.5x 1.8x 1.2x 1.6x 2.0x (x) Median(2) 16.5% Median(2) 1.5x 10.0% 0.8x 5.0% 0.4x 0.0% 0.0x Notes 1. As of 1/25/07 2. Excludes Loyal 17 Loyal DV ESI STRA APOL COCO CECO Source Wall Street Research COCO STRA DV CECO ESI APOL Loyal Source Wall Street Research

CONFIDENTIAL  Project Honor  Valuation Summary  •  Assuming a forward EBITDA range of 10.0x – 12.0x and assuming the Company meets its projections through 2008, the net present value of the implied future stock price until 12/31/08 would be $40 - $61  Discounted Future Stock Price Analysis Research $63 $63 $61 70 Loyal Discounted Share Price: Based on Forward EBITDA Multiple Range of 10.0x – 12.0x (1) $ – The net present value after 12/31/08 increases to $52 - $63  60  $50 $52 $52 $50 50 $49  $40 $4140  30 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 291 391 457 511 19.2% CAGR 23% 15% 34% 17% 12% Growth (%): 1-Year Forward EBITDA Estimates ($): 253 40/49 47/57 65/79 77/93 88/106 Projected Future Share Price ($): 16.0x/19.9x 14.9x/18.3x 15.9x/19.4x 16.1x/19.5x NA Implied Forward P/E Multiple(3):  18 Notes 1. Assumes 10.0x-12.0x and 14% cost of equity 2. Assumes only 50% of cash available for repatriation to pay down debt 3. Based on future share price and 1-Year forward EPS estimates of $2.49, $3.12, $4.06, and $4.77 respectively 

CONFIDENTIAL Project HonorValuation Summary •Assuming a forward EBITDA range of 9.0x – 11.0x and assuming the Company meets its projections through 2008, the net present value of the implied future stock price until 12/31/08 would be $37 -$56 – The net present value after 12/31/08 increases to $48 -$60 Discounted Future Stock Price Analysis Management Without Acquisitions $60 $60 $56 60 70 Loyal Discounted Future Share Price: Based on Forward EBITDA Multiple Range of 9.0x – 11.0x (1)(2) $ $5050 $47 $48 $48 $45 40 $39 $37 30 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 273 333 424 515 587 21.1% CAGR 30% 23% 27% 22% 14% Growth (%): 1-Year Forward EBITDA Estimates ($): 37/47 45/56 58/73 71/89 82/101 Projected Future Share Price ($): 14.9x/19.0x 18.5x/23.5x 17.3x/21.6x 16.9x/21.1x 15.7x/19.4x Implied Forward P/E Multiple(3): 19 Notes 1. Assumes 9.0x-11.0x EBITDA multiple and 14% cost of equity 2. Assumes only 50% of cash is available for repatriation to pay down debt 3. Based on future share price and 1-Year forward EPS estimates of $2.46, $2.40, $3.38, $4.21, and $5.21 respectively

CONFIDENTIAL Valuation Summary Discounted Future Stock Price Analysis Management With Acquisitions Project Honor 20 $43 $46 $55 $60 $62 $77 $75 $59 $69 40 50 60 70 80 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 $54 Loyal Discounted Share Price: Based on Forward EBITDA Multiple Range of 9.0x – 11.0x (1)(2) $ 1-Year Forward EBITDA Estimates ($): 310 406 542 677 790 26.8% CAGR • Assuming a forward EBITDA range of 9.0x – 11.0x and assuming the Company meets its projections through 12/31/08, the net present value of the implied future stock price would be $43 -$69 – The net present value after 12/31/08 increases to $60-$77 47% 31% 34% 25% 17% Growth (%): 43/54 53/68 71/90 89/112 104/130 Projected Future Share Price ($): Notes 1. Assumes 9.0x-11.0x EBITDA multiple and 14% cost of equity 2. Assumes only 50% of cash is available for repatriation to pay down debt 3. Based on 1-year forward EPS estimates of $2.60, $3.55, $4.21, $5.70, and $7.28 respectively 16.4x/20.8x 14.9x/19.0x 16.9x/21.4x 15.6x/19.6x 14.3x/17.8x Implied Forward P/E Multiple(3):

Project Honor CONFIDENTIAL DCF Valuation Buildup • The DCF values are highly sensitive to the projected Acquisition Sensitivities DCF Buildup(1) Value per Share ($) acquisitions, adding ~$13, or 20% of value, to the $54 70 standalone DCF value 68 • Early prototype acquisitions add approximately $2 per share to the DCF value, while 66 1 1 later acquisitions add approximately $1 per share 1 64 2 62 2 60 2 67 58 2 56 2 54 5452 50 Without Acquisitions Four 2007 Latin 2007 Second First 2008 Second First 2009 Second First With Acquisitions 2010 America Acquisitions Prototype Acquisitions(2) Notes 1. Assumes 12% WACC, 8.5x exit multiple 2. Acquisitions assume 80% ownership acquired for $62.5MM ($50MM cash and $12.5MM seller note) at 7x EBITDA multiple (approx $55MM revenue and $11MM EBITDA in year 1) 21 Valuation Summary

CONFIDENTIAL Valuation Summary DCF Valuation Operational Sensitivity Management Case With Acquisitions Project Honor 22 Notes 1. Illustrative impact from base case DCF scenario which assumes 12% WACC and 8.5x exit DCF Valuation Sensitivity ($MM, except for enrollment figures) Enrollment Revenue/Student Acquisition Revenue Margins 2010 Avg. Valuation 2010E Avg. Rev. Valuation 2010 Acquistion Valuation 2010 EBITDA Valuation Enrollment Impact(1) Per Student Impact(1) Revenue Impact(1) Margin Impact(1) Management Plan 429,932 $0 $4,762 $0 $652 $0 25.3% $0 5% Yearly Shortfall 408,435 ($3) $4,524 ($3) $620 ($1) 24.0% ($4) 10% Yearly Shortfall 386,939 ($7) $4,286 ($7) $587 ($2) 22.7% ($9) 15% Yearly Shortfall 365,442 ($10) $4,048 ($10) $555 ($3) 21.5% ($13) 20% Yearly Shortfall 343,946 ($13) $3,810 ($13) $522 ($4) 20.2% ($17)

CONFIDENTIAL LBO Analysis Assumes Proposed Capital Structure Project Honor 23 • The proposed capital structure assumes: – Rollover debt of $224 – Bank debt of $395MM – Senior unsecured notes of $282 – Senior unsecured PIK toggle notes of $470 – Senior subordinated notes of $329 – 10% option pool for management Research Case YE 2011 Illustrative IRR Forward Exit Multiple 20.0% 22.5% 25.0% 8.5x $42 $40 $38 9.0x $44 $42 $40 9.5x $45 $43 $41 Management Case without Acquistions YE 2011 Illustrative IRR Forward Exit Multiple 20.0% 22.5% 25.0% 8.5x $50 $48 $45 9.0x $53 $50 $47 9.5x $55 $52 $49 Management Case with Acquistions YE 2011 Illustrative IRR Forward Exit Multiple 20.0% 22.5% 25.0% 8.5x $63 $59 $55 9.0x $66 $62 $58 9.5x $69 $64 $61 Valuation Summary

CONFIDENTIAL Project Honor Appendix A Supplemental Analysis

CONFIDENTIAL Supplemental Analysis Comparable Companies Analysis Project Honor 24 Comparable Companies Trading Statistics Price Equity Agg. (AV/07 EBITDA)/ as of Value Value 2006E 2007E 2008E 2006E 2007E 2008E 06-08 EBITDA CAGR 1/25/07 ($MM) ($MM) (x) (x) (x) (x) (x) (x) (x) Loyal $53.92 2,962 3,367 27.3x 21.7x 17.4x 16.3x 13.3x 11.6x 0.5x Apollo Group $41.21 7,211 6,618 16.7x 16.7x 16.0x 8.6x 8.6x 7.8x 1.5x ITT Educational Services $76.01 3,312 3,104 27.9x 23.8x 20.1x 15.4x 13.6x 11.4x 0.8x Career Education $27.44 2,675 2,244 17.9x 20.2x 17.8x 7.2x 7.8x 6.9x 3.9x DeVry $28.75 2,052 1,907 38.6x 28.3x 21.9x 15.8x 12.8x 10.6x 0.6x Strayer Education $110.31 1,623 1,500 30.8x 26.3x 22.4x 17.2x 14.6x 12.0x 0.7x Corinthian Colleges $13.55 1,189 1,142 29.5x 27.7x 21.2x 10.5x 9.6x 7.8x 0.6x Mean 27.0x 23.5x 19.5x 13.0x 11.5x 9.7x 1.2x Median 26.9x 23.8x 19.9x 12.5x 11.1x 9.4x 1.4x Agg. Value/EBITDA Price/Earnings

CONFIDENTIAL Management Case without Acquisitions As of December 31, 2006 11.0% 12.0% 13.0% Discount Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple Present Value of: Cash Flows $562 $562 $562 $546 $546 $546 $531 $531 $531 Terminus 2,787 2,961 3,136 2,665 2,831 2,998 2,549 2,708 2,868 Aggregate Value $3,349 $3,523 $3,698 $3,211 $3,378 $3,544 $3,080 $3,239 $3,399 Equity Value(1) 2,944 3,118 3,292 2,805 2,972 3,139 2,674 2,834 2,993 Value per Share (2) $54 $57 $60 $51 $54 $57 $49 $52 $54 % Value in Terminus 83% 84% 85% 83% 84% 85% 83% 84% 84% Implied Perpetual Growth 5% 5% 5% 6% 6% 6% 6% 7% 7% Implied 2007E EBITDA Mult. 12.3x 12.9x 13.6x 11.8x 12.4x 13.0x 11.3x 11.9x 12.5x Research Case As of December 31, 2006 11.0% 12.0% 13.0% Discount Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple Present Value of: Cash Flows $364 $364 $364 $353 $353 $353 $343 $343 $343 Terminus 2,428 2,579 2,731 2,321 2,466 2,611 2,220 2,359 2,498 Aggregate Value $2,791 $2,943 $3,095 $2,675 $2,820 $2,965 $2,564 $2,703 $2,841 Equity Value(1) 2,386 2,537 2,689 2,269 2,414 2,559 2,158 2,297 2,436 Value per Share (2) $43 $46 $49 $41 $44 $47 $39 $42 $44 % Value in Terminus 87% 88% 88% 87% 87% 88% 87% 87% 88% Implied Perpetual Growth 7% 7% 7% 8% 8% 8% 9% 9% 9% Implied 2007E EBITDA Mult. 11.0x 11.6x 12.2x 10.6x 11.1x 11.7x 10.1x 10.7x 11.2x Supplemental Analysis DCF Analysis Project Honor 25 Notes 1. Based on $406MM estimated net debt at 12/31/06 2. Based on 51.426MM shares outstanding, 0.586 restricted shares, and 5.236MM options with an average exercise price of $24.41 less 0.088MM unaccelerated restricted shares and 0.602MM unaccelerated options at $42.65

CONFIDENTIAL Management Case with Acquisitions As of December 31, 2006 11.0% 12.0% 13.0% Discount Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple Present Value of: Cash Flows $287 $287 $287 $274 $274 $274 $261 $261 $261 Terminus 3,752 3,987 4,222 3,588 3,812 4,036 3,432 3,646 3,861 Aggregate Value $4,040 $4,274 $4,509 $3,862 $4,086 $4,310 $3,693 $3,908 $4,122 Equity Value(1) 3,634 3,869 4,103 3,456 3,681 3,905 3,288 3,502 3,717 Value per Share(2) $66 $70 $75 $63 $67 $71 $60 $64 $68 % Value in Terminus 93% 93% 94% 93% 93% 94% 93% 93% 94% Implied Perpetual Growth 5% 6% 6% 6% 7% 7% 7% 7% 8% Implied 2007E EBITDA Mult. 13.0x 13.8x 14.5x 12.5x 13.2x 13.9x 11.9x 12.6x 13.3x Supplemental Analysis DCF Analysis Project Honor 26 Notes 1. Based on $406MM estimated net debt at 12/31/06 2. Based on 51.426MM shares outstanding, 0.586 restricted shares, and 5.236MM options with an average exercise price of $24.41 less 0.088MM unaccelerated restricted shares and 0.602MM unaccelerated options at $42.65

CONFIDENTIAL Supplemental Analysis DCF Tax Sensitivity Management Case With Acquisitions Project Honor 27 Notes 1. Base case equal to $67/share assuming company’s tax rate projections which range from 10-21% depending on year (1) Management Case with Acquisitions As of December 31, 2006 11.0% 12.0% 13.0% Discount Rate Tax Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple 10.0% $67 $71 $75 $64 $68 $72 $61 $64 $68 Equity Value/Share 1.0% 1.0% 0.9% 1.1% 1.0% 1.0% 1.1% 1.0% 1.0% % Premium from Base Case 15.0% $66 $70 $74 $62 $66 $71 $59 $63 $67 (0.9%) (0.9%) (0.8%) (0.9%) (0.9%) (0.8%) (0.9%) (0.9%) (0.8%) 20.0% $64 $69 $73 $61 $65 $69 $58 $62 $66 (2.9%) (2.7%) (2.5%) (2.9%) (2.8%) (2.6%) (3.0%) (2.8%) (2.6%) 22.0% $64 $68 $72 $61 $65 $69 $58 $61 $65 (3.6%) (3.4%) (3.2%) (3.7%) (3.5%) (3.3%) (3.8%) (3.6%) (3.4%) 25.0% $63 $67 $72 $60 $64 $68 $57 $61 $65 (4.8%) (4.5%) (4.3%) (4.9%) (4.6%) (4.4%) (5.1%) (4.7%) (4.5%) 30.0% $62 $66 $70 $59 $63 $67 $56 $60 $63 (6.8%) (6.4%) (6.0%) (6.9%) (6.5%) (6.1%) (7.1%) (6.7%) (6.3%) 35.0% $60 $65 $69 $57 $61 $65 $54 $58 $62 (8.7%) (8.2%) (7.7%) (8.9%) (8.4%) (7.9%) (9.2%) (8.6%) (8.1%)

Project Honor CONFIDENTIAL Loyal Margin Overview • University-by-University % of EBITDA from Universities in Specified EBITDA Margin Range(2)More than 60% of Loyal’s EBITDA comes from seven universities with EBITDA 70% margins between 20-30%(1) • 62% Nearly 50% of Loyal’s 60% universities have margins less than 20% 50% 40% 30% 25% 20% 12% 10% 0% 2% 0% (1%) (10%) < 0% 0% - 10% 10% - 20% 20% - 30% Universities within EBITDA Range 30% - 40% 40% - 50% 2 1 5 7 Number of Universities 2 1 Notes 1. Consists of UPC, UVM, UI, ECE, UEM, Cyprus and OHE 2. Based on 2006E management projections 28

CONFIDENTIAL Overview of Management Cases Key Assumptions Project Honor 29 • Management case without Acquisitions reflects organic growth from existing universities along with margin improvement and capex for growth initiatives (e.g., new campuses, campus expansion, line extensions) • Management case with Acquisitions includes acquisitions between 2007 and 2010 – Four of the 2007 acquisitions have been identified and are in various stages of negotiation – Two additional “prototype” acquisitions are included in 2007, two in 2008, two in 2009 and one in 2010 Management Case without Acquisitions • Assumes line extensions in Latin America • Assumes $300 million high yield issuance in 2007 • 2006F income statement built from January 18th “2006 Financial Update” • 2007E income statement built from January 18th “2007 Financial Update” • 2008E and 2009E revenue and operating margin assumptions built from December 12th “2007 Budget” • 2006F and 2007E capex from December 12th “Capex Review” (“capex for 2007 is roughly equivalent to 2006 and likely to continue at this level…decreasing as a percentage of EBITDA”) • 10% tax rate beyond 2007 (9.0% in 2007) • 3% annual increase in share count • Positive cash flow change in working capital of $30-40 million annually • 2006F and 2007E Non-Cash Stock Comp and Long-Term Incentive Plan Payout from EBITDA reconciliation spreadsheet • Other key assumptions from company model – 2010E – 2013E revenue growth and margins – 2008E – 2013E Other Expense and Minority Interest expense – 2008E – 2013E cash flow items – Non-Cash Stock Comp and Long-Term Incentive Plan Payout – Change in Other LT Assets / Liabilities – Capital Expenditures (consistent with guidance above) – Payment of deferred consideration Management Case with Acquisitions • Same as ‘Management without Acquisitions’ with the following additional assumptions: – Acquisitions from company model assumed as “add-on module” – 2007 total of $157 million in revenue assumed to include 4 LATAM acquisitions with $96 million of revenue ($60 million impact in 2007 if mid-2Q close assumed) – Acquisitions assumed to be Working Capital neutral from a cash flow perspective • Cash repatriated to help fund expansion

CONFIDENTIAL WACC Calculation Project Honor 30 WACC Calculation ($MM except per share amounts) Component Commentary Risk-Free Rate 4.9% • 10-Year U.S. Treasury yield as of January 25, 2007 Equity Market Risk Premium 4.0% • Consistent with historical data, academic surveys and forward-looking market data International Markets Premium 1.0% • Premium attributable to risk in Loyal's primary markets Loyal Beta 1.50 • Current Loyal predicted beta per Barra Assumed D / (D+E) 13.8% • Projected D / (D+E) Cost of Equity 12.4% • Calculated using CAPM Pre-tax Cost of Debt 8.5% • Cost of existing revolver Assumed Tax Rate 10.0% • Assumed tax rate Market Capitalization $2,927 Value of Debt $468 • Forecasted YE 2006 Balance Loyal WACC 11.7%

CONFIDENTIAL 31 40 45 50 55 60 William Blair & Company T. Rowe Price Select Equity Group Franklin Advisers Calamos Advisors Purchase Price $ 1,434 (1) 2,232 1,736 538 1,218 Top Shareholder Basis Analysis Purchases From 4Q’04 to 3Q’06 Notes 1. Numbers shown with each bar indicate net change in share ownership (000s) 4Q04-3Q06 2. Stock price as of 1/25/07 Weighted Average Share Price $46.78 $49.48 $45.72 $48.11 $47.78 $53.92 (2) Current Stock Price Project Honor

CONFIDENTIAL Supplemental Analysis Loyal Recent Cost Basis Estimation Note 1. As of 3Q’06. Excludes index funds 32 Source Thomson Financial Services, Factset Increase in Position Decrease in Position Growth GARP Value Hedge Other 46 48 38 35 34 34 13 13 16 16 4 46 44 1 1 1 2 2 3 3 0 20 40 60 80 100 3Q06 2Q06 1Q06 4Q05 Investor Distribution As a % of Institutional Investor Type Top 30 Current Institutional Investors in Laureate Education(1) Position In Shares (000s) Institutional Investor Style Equity Assets ($Bn) % of TSO Estimated Cost Per Share Sep-06 June-06 March-06 Dec-05 Sep-05 June-05 March-05 Dec-04 William Blair & Company Growth 36.5 8.6 $46.78 4,444.5 4,017.0 3,611.3 3,624.4 3,528.5 2,947.3 3,119.6 3,010.2 T. Rowe Price Associates GARP 203.2 8.1 $49.48 4,169.6 3,934.5 3,538.8 2,560.2 2,571.3 1,954.5 1,954.2 1,936.8 Select Equity Group, Inc. GARP 5.5 4.6 $45.72 2,373.5 1,790.3 1,671.4 2,113.3 2,928.6 2,344.2 2,106.3 1,835.6 Franklin Advisers Income Value 55.0 3.6 $48.11 1,826.6 1,809.7 1,979.9 1,911.5 1,022.6 51.2 56.3 99.5 Prescott Investors, Inc. Core Growth 1.4 2.6 NA 1,326.9 1,326.9 1,326.9 1,326.9 1,326.9 1,328.4 1,377.8 1,406.7 Westfield Capital Management Company Core Growth 8.6 2.6 NA 1,324.1 1,339.5 1,379.8 1,414.6 1,644.4 1,683.2 1,714.6 1,946.3 Calamos Advisors Growth 31.3 2.4 $47.78 1,218.9 1,218.9 1,218.9 1,218.9 650.0 650.0 0.0 0.0 BlackRock Financial Management, Inc. Core Growth 28.2 2.4 $48.46 1,213.3 1,503.2 1,123.0 880.6 791.1 844.1 766.8 419.3 Wasatch Advisors GARP 8.0 2.3 $45.82 1,191.4 1,373.0 1,195.4 1,211.9 1,261.6 829.2 0.0 0.0 Kalmar Investments GARP 2.7 2.1 $47.23 1,064.1 1,066.9 1,078.0 1,012.6 1,005.0 964.5 810.3 797.6 Brown Investment Advisory & Trust Company GARP 3.4 1.8 $50.17 923.6 906.2 611.7 280.2 285.6 158.6 171.1 184.6 Geneva Investment Management of Chicago Growth 1.8 1.5 $48.33 762.8 861.8 1,033.1 884.5 796.6 738.8 609.1 516.3 Roxbury Capital Management Core Growth 2.7 1.5 $45.89 749.4 650.7 708.8 687.5 758.5 494.8 415.8 465.9 Ruane, Cunniff & Goldfarb GARP 13.4 1.4 $48.14 701.7 564.4 275.9 279.7 279.7 279.7 279.3 279.7 Neuberger Berman GARP 81.4 1.3 $47.83 649.0 668.9 500.4 466.8 431.1 326.1 232.5 227.3 EARNEST Partners, LLC Core Value 19.0 1.3 $46.65 644.0 681.1 683.5 498.8 437.6 345.5 725.2 82.6 Rockefeller & Co., Inc. Core Growth 2.6 1.2 $45.47 606.7 638.1 647.8 651.7 633.8 470.1 0.0 0.0 Essex Investment Management Co. Aggres. Gr. 3.0 1.2 $47.25 589.5 509.1 179.8 196.2 202.3 247.2 61.2 0.0 Train, Babcock Advisors LLC Core Growth 0.4 1.1 $47.47 550.3 541.6 550.5 408.9 393.3 198.6 0.0 0.0 Eaton Vance Management Core Growth 40.9 0.9 NA 441.6 492.7 520.2 520.2 520.2 597.7 621.2 671.2 Minneapolis Portfolio Management Group Growth 0.4 0.9 $47.11 441.2 291.0 262.2 236.2 220.5 162.2 165.5 165.6 Columbia Management Advisors GARP 113.6 0.9 $46.49 440.9 184.9 189.6 208.4 165.4 284.3 428.9 406.8 Gilder, Gagnon, Howe & Co., L.L.C. GARP 7.8 0.8 $47.89 428.9 433.5 442.6 451.8 241.0 0.0 0.0 0.0 Wells Capital Management Inc. Core Value 37.6 0.8 $47.90 424.7 436.5 503.8 443.3 656.0 610.5 533.4 534.8 Next Century Growth Investors Aggres. Gr. 1.7 0.8 $46.10 410.5 636.6 617.8 592.1 576.1 471.3 476.8 315.5 Teacher Retirement System of Texas GARP 67.0 0.8 $47.39 387.9 386.8 363.0 367.0 368.0 364.0 375.0 363.0 Luther King Capital Management Core Growth 5.6 0.7 $45.96 361.0 300.5 291.1 285.7 269.2 259.7 218.9 136.4 Geneva Capital Management Ltd. Aggres. Gr. 1.2 0.7 $45.95 335.2 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Wellington Management Company Core Value 320.8 0.7 $45.95 332.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Findlay Park Partners LLP Aggres. Gr. 1.4 0.6 $47.96 291.4 180.5 0.0 0.0 0.0 0.0 0.0 0.0 Median $47.25 Volume Weighted Average Price by Quarter $45.95 $49.19 $53.06 $50.65 $45.47 $45.27 $44.60 $40.38 Project Honor

CONFIDENTIAL Project Honor Appendix B Industry Landscape

CONFIDENTIAL Project Honor Industry Landscape Post-Secondary Sector Share Price Performance LTM Post-Secondary Indexed Share Price Performance 160 140 DV: 47% ESI: 33% 120 STRA: 25% COCO: 13% 100 Loyal: 1% CECO: (10%) 80 APOL: (24%) 60 40 1/24/06 3/9/06 4/24/06 6/7/06 7/21/06 9/5/06 10/19/06 12/4/06 1/25/07 Loyal CECO COCO DV ESI APOL STRA Source FactSet 33

CONFIDENTIAL Industry Landscape Evolution of Post-Secondary Valuation Multiples Public Market Multiples Project Honor 34 AV/Forward EBITDA Multiples Evolution x 0 6 12 18 24 31-Mar-04 30-Sep-04 31-Mar-05 30-Sep-05 31-Mar-06 25-Jan-07 P/E Multiples Evolution x 10 20 30 40 50 31-Mar-04 30-Sep-04 31-Mar-05 30-Sep-05 31-Mar-06 25-Jan-07 Sources FactSet and Wall Street estimates • Stock price performance and multiples have begun to diverge due to company-specific growth and regulatory / legal issues – Growth, stability and brand quality still command premium valuations Sources FactSet and Wall Street estimates ESI 13.6x / 9.6x Loyal 13.3x / 11.8x DV 12.8x / 12.5x COCO 9.6x / 10.1x STRA 14.6x / 16.2x APOL 8.6x / 14.4x CECO 7.8x / 8.0x Current / Average ESI 23.8x / 21.8x Loyal 21.7x / 27.1x DV 28.3x/ 30.1x COCO 27.7x / 21.4x STRA 26.3x / 31.8x APOL 16.7x / 28.0x CECO 20.2x / 19.2x Current / Average Source Wall Street research 18% 17% 13% 9% 6% 4% 7% 12% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% Loyal APOL CECO COCO At the Time of EDMC Current Considerations on Achieving Growth Expected Revenue CAGR (%)(1) Notes 1. Estimated 2005-2010 revenue CAGR at time of EDMC process and estimated 2006-2010 current revenue CAGR 34

CONFIDENTIAL $3.1Bn LBO by Providence Equity Partners and Goldman Sachs Capital Partners • On March 6, 2006, EDMC announced a definitive agreement to be acquired by Providence Equity Partners and Goldman Sachs Capital Partners in a transaction valued at approximately $3.1Bn – The acquisition represented an 11.6x LTM EBITDA multiple – The acquisition was structured with 40% equity, or $1.3Bn and leverage was 6.8x Adj. LTM EBITDA Project Honor 35 Pro Forma Capitalization $MM Pro Forma 3/31/2006 Cash $117.8 Revolver -Term Loan B 1,185.0 Existing Debt 5.1 Senior Notes 375.0 Senior Subordinated Notes 385.0 Total Debt $1,950.1 Cash Equity 1,300.0 Total Capitalization $3,250.1 Adj EBITDA $287.6 Equity / Total Capitalization 40.0% Total Sr Sec Debt / Adj LTM EBITDA 4.1x Total Debt / Adj LTM EBITDA 6.8x Adj LTM EBITDA / Interest 1.7x Key Valuation Metrics Premium to: Price Premium 1-Day Prior to Ann. Price (3/3/2006) $36.98 16.3% LTM High $38.35 12.1% LTM Low $24.21 77.6% Transaction Size: Market Cap $2.790MM Aggregate Value $3,145MM Multiples: Trading Transaction Premium LTM EBITDA 9.8x 11.6x 18.6% Forward EBITDA 8.1x 9.7x 18.6% Forward P/E 23.8x 27.6x 16.0% Forward P/E/G 1.19x 1.38x 16.0% Comparison to Proposed Transaction: Trading Transaction Premium(1) LTM EBITDA 14.8x 18.1x 22.0% Forward EBITDA 12.1x 14.7x 22.0% Forward P/E 19.4x 24.4x 25.6% Forward P/E/G 0.84x 1.06x 25.6% Transaction Description • Education Management is among the largest providers of private post-secondary education in North America and has 72 primary campus locations in 24 states and two Canadian provinces • The Sponsors utilized a traditional LBO financing structure comprised of a senior secured term loan and high yield bonds • The Company’s acquisition financing was well received by both the leveraged loan and high yield bond markets • Maximized senior secured debt in the institutional term loan market • Combination of senior and senior subordinated notes to achieve maximum leverage Education Management Buyout Notes 1. Based on 30-days prior closing price

CONFIDENTIAL Project Honor Appendix C Due Diligence Log

Due Diligence Log Due Diligence Log Project Honor 36 Throughout the process, Morgan Stanley participated in diligence sessions with potential investors and accessed data room materials

EX-99.(C)(4)

Exhibit (c)(4)

Presentation to the Special Committee of the Board of Directors of Loyal Regarding Project Honor January 28, 2007

Table of Contents Special Committee of the Board of Directors of Loyal Regarding Project Honor 1. Overview of Offer 2. Public Market Trading Perspective 3. Valuation Analysis

Overview of Offer

1 Overview of Offer Timeline: Summary of Key Events Date Event September 11, 2006 Loyal receives letter from Mr. Doug Becker, CEO of the Company, and certain founders of Sterling Partners, indicating an interest in taking Loyal private at $55.00 per share The letter included a “highly confident” debt financing letter from Goldman Sachs Mid-September, 2006 Loyal form s the Special Committee The Special Committee selects Morgan Stanley and Merrill Lynch as financial advisors September 22, 2006 The Special Committee requests that Mr. Becker withdraw his letter Early October, 2006 The Special Committee communicates to Mr. Becker a structured process to allow him to pursue a potential acquisition of the Company Mr. Becker communicates to the Special Committee his intentions to partner with additional investors and submit a new bid October - December, 2006 Mr. Becker approaches over 40 separate potential equity investors with Special Committee approval Early / Mid - December , 2006 On December 6, Mr. Becker submits a new letter expressing interest at $56.50 per share The offer is rejected by the Special Committee On December 14, Mr. Becker submits a revised letter proposing $59.25 per share The offer is rejected by the Special Committee The Special Committee communicates to Mr. Becker that it could support a proposal o f $62.00 per share December 19, 2006 Mr. Becker submits a letter stating that he and his Consortium could not get to the $62.00 offer suggested by the Special Committee The special Committee advises Mr. Becker to submit his “best and final” offer December 27 , 200 6 Mr. Becker submits a “best and final ” bid of $60.50 per share (10% higher than initial proposal) January 5, 2007 Loyal’s Special Committee and independent director s authorize Mr. Becker and his Consortium to proceed to a fully diligenced and financed offer on the basis of $60.50 per share

2 Overview of Offer Transaction Values and Multiples Offer and Transaction Values Implied Offer Premiums Transaction Multiples ____________________ Note: Dollars in millions, except per share data. (1) Based on 51.426 million basic shares outstanding, 0.586 million restricted shares and 5.236 million options in-the-money at the offer price with a weighted average exercise price of $24.41. (2) Net debt and minority interest assumed at December 31, 2006 includes $468 million of debt, $62 million of minority interest, and $ 125 million of cash. (3) EBITDA, EBIT and EPS post SFAS 123R equity compensation expense. (4) Source: Loyal Management Base Case. (5) Average of Strayer, ITT and DeVry. (6) Transaction multiples for EDMC; figures represent then current and forward multiples as of March 2006. (7) Assumes 2007 EPS at 20% tax rate rather than current estimate of 10%. Offer Price Per Share $60.50 Total Loyal Share & Options Outstanding(1) 57.248 Gross Offer Value $3,464 Less: Options Proceeds(1) (128) Net Offer Value $3,336 Plus: Net Debt and Minority Interest Assumed(2) 406 Transaction Value $3,741 Stock Offer Price $60.50 Market (1/25/07) $53.92 12.2% Unaffected Price (1/4/07) 49.15 23.1% 1 Month Average (Prior to 1/5/07) 50.38 20.1% 3 Month Average (Prior to 1/5/07) 50.86 19.0% 6 Month Average (Prior to 1/5/07) 48.45 24.9% 1 Year Average (Prior to 1/5/07) 48.13 25.7% Unaffected Price Loyal 1/4/07 Offer Key Public EDMC EBITDA(3) Results(4) $49.15 $60.50 Comparables(5) Transaction(6) FY 2006E $211 14.6x 17.7x -- 11.6x FY 2007E 272 11.4 13.7 13.4x -- EBIT(3) FY 2006E $150 20.7x 25.0x -- 15.3x FY 2007E 196 15.8 19.1 16.4x -- P/E(3) FY 2007E $2.46 20.0x 24.6x 26.1x 27.6x FY 2008E 3.18 15.5 19.0 -- -- FY 2007E $2.11 23.3 28.6x 26.1x 27.6x (Tax Adjusted)(7)

3 Overview of Offer Summary Sources & Uses of Funds (Dollars in Millions) ____________________ Note: Sources & Uses as provided by Consortium (figures may not tie to analysis presented herein). (1) LTM EBITDA as of 3/31/07 expected to be $243 million according to Consortium materials presented to the Special Committee and its advisors in December 2006. (2) Roll-over equity from Doug Becker and Steven Taslitz. Sources Uses % of Debt / Amount Sources EBITDA (1) Amount Existing Cash on Balance Sheet $91 2.2% Purchase of Equity $3,313 Refinanced Debt 208 Debt Rollover Debt 224 Rollover Debt $224 5.5% 0.9x Minimum Cash Balance 20 Bank Debt 395 9.7% 1.6 Excess Cash to Fund Capex / Acquisitions 162 Senior Unsecured Notes 282 6.9% 1.2 Fees and Expenses 145 Senior Unsecured PIK Toggle Notes 470 11.5% 1.9 Senior Subordinated Notes 329 8.1% 1.4 Total Debt $1,700 41.7% 7.0x Equity New Equity Sponsors $2,165 53.2% Roll-over Equity(2) 116 2.8% Total Equity $2,281 56.0% Total Sources $4,072 100.0% Total Sources $4,072

4 Overview of Offer Summary Equity Commitments (Dollars in Millions) ____________________ (1) Consortium Sources & Uses chart bifurcates Citi equity funding into two categories: “Citi Private Equity” for $175 million and “Citi Bridge” for $250 million. (2) Roll-over equity from Doug Becker and Steven Taslitz. (1) (2) Equity Investor Amount % of Total Citigroup Private Equity $425 18.6% KKR 400 17.5% SAC Capital Partners 350 15.3% Caisse de Depot 250 11.0% Bregal Investments 200 8.8% Moore Capital 200 8.8% Makena Capital 100 4.4% Torreal S.A. 100 4.4% SPG Partners 50 2.2% Sterling Capital 50 2.2% Southern Cross Capital 40 1.8% Total Commitments for New Equity $2,165 94.9% Roll-over Equity 116 5.1% Total Equity $2,281 100.0%

Public Market Trading Perspective

5 Enterprise Value ($mm) 2007 EBITDA Multiple 2007 P/E Public Market Trading Perspective Selected Trading Multiples and Metrics (1) ____________________ Source: Wall Street research. (1) As of January 25, 2007, excluding Loyal which is based off unaffected price of January 4, 2007. (2) Long-term EPS growth rate. Source: Factset. PEG 2.28 1.51 1.81 1.51 1.26 1.49 0.87 1.11 1.07 Loyal ROIC second lowest in sector Increasingly viewed as important performance metric by equity research community Wall Street research does not expect a near-term improvement in metric or free cash conversion Growth 13.8% 18.8% 15.3% 17.4% 18.7% 13.5% 22.8% 16.6% 15.6% Historical ROIC (2) 13.9x 13.6x 12.8x 12.2x 9.6x 8.7x 8.6x 7.8x 6.9x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x STRA ESI DV Loyal COCO UTI APOL CECO LINC 31.4x 28.4x 27.7x 26.3x 23.6x 20.2x 19.7x 18.5x 16.7x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x UTI DV COCO STRA ESI CECO Loyal LINC APOL $6,618 $3,104 $3,092 $2,244 $1,907 $1,500 $1,142 $593 $335 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 APOL ESI Loyal CECO DV STRA COCO UTI LINC 62.2% 32.2% 30.7% 21.0% 17.6% 11.8% 10.5% 9.2% 3.5% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% APOL ESI STRA CECO UTI COCO LINC Loyal DV

6 Public Market Trading Perspective Loyal Historical Stock Performance Loyal: $53.92 (+1.1%) 9/11/06: $55.00 / share offer submitted 12/6/06: $56.50 / share offer submitted 8/18/06: Acquires remainder of Chilean operations 12/27/06: $60.50 / share offer submitted 1/5/07: $60.50 / share offer accepted 4/2706: Announces Q1 Results 7/20/06: Announces Q2 Results 2/27/06: Announces 2005 Year End Results 10/19/06: Announces Q3 Results 12/14/06: $59.25 / share offer submitted $ / Share ____________________ Source: Factset and Wall Street research. (1) Price target adjusted up 3.4%, or $2.00 per share to $60.00 on 1/19/07. (1) Since 1/5/07 Stock Price +9% Increase / Decrease in Buy Recommendation - - Price Target Changes (+) 1 (–) - - $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 1/25/06 3/6/06 4/16/06 5/26/06 7/6/06 8/15/06 9/25/06 11/4/06 12/15/06 1/25/07

7 Public Market Trading Perspective Selected Equity Research Commentary Highlights Considerations Loyal is one of our top long-term growth ideas. We see 20 – 25% medium term EPS growth, in a unique, non-cyclical business model. Morgan Stanley, 1/19/07 Loyal’s growth prospects remain solid, with the education market outside the US expected to double over the next 25 years. Citigroup, 12/19/06 Management meetings bolster confidence in [Loyal] growth outlook William Blair, 12/15/06 [Turkey] partnership may be used by the company as a gateway to further acquisition in Southern Europe and Middle East BMO Capital Markets, 11/22/06 We view the [Turkey] announcement positively we expect revenue to remain solid driven by growth in existing markets management expects 50-100bps in margin expansion Robert W. Baird, 11/22/06 Loyal continues to generate inferior returns to invested capital and incremental invested capital 8.2% [3Q06] 12.4% in 3Q05 and a peer group average of 36% Bank of America, 1/22/07 A major component of Loyal’s growth strategy is acquisitions. While Loyal’s management has demonstrated the ability to manage the integration acquisitions add uncertainty and complexity to the story Loyal has to manage political regime changes and potential impact to regulatory environment Robert W. Baird, 11/22/06 We believe that Loyal’s plan to continue to debt finance its acquisition strategy is a risk to monitor Lehman Brothers, 10/22/06 The Company is increasingly turning to partnerships in various locals as a way of mitigating risks [partnerships] create some risk in terms of performance of the partner Signal Hill, 9/27/06

8 Public Market Trading Perspective Price & Trading Volume – Since 9/8/2006 ____________________ Note: As of close January 25, 2007. (1) Education Services Index includes: APOL, CECO, COCO, DV, ESI, LINC, STRA & UTI. Education Services(1): (+3.4%) Loyal: $53.92 (+14.8%) 9/11/06: $55.00 / share offer submitted 12/6/06: $56.50 / share offer submitted 12/14/06: $59.25 / share offer submitted 12/27/06: $60.50 / share offer submitted 1/5/07: $60.50 / share offer accepted $ / Share Trading Volume (in ‘000s) Average: 268.820 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 9/8/06 9/23/06 10/9/06 10/24/06 11/9/06 11/24/06 12/10/06 12/25/06 1/10/07 1/25/07 0 250 500 750 1,000

9 Public Market Trading Perspective Price & Trading Volume – Since 1/3/2007 ____________________ As of close January 25, 2007. (1) Education Services Index includes: APOL, CECO, COCO, DV, ESI, LINC, STRA & UTI. Average Loyal Daily Trading Volume 1/3/2007 – 1/25/2007: 376,492 shares Education Services(1): (+3.3%) Loyal: $53.92 (+10.5%) 1/5/07: $60.50 / share offer accepted $ / Share Trading Volume (in ‘000s) Average: 376.492 $45.00 $47.50 $50.00 $52.50 $55.00 1/3/07 1/4/07 1/5/07 1/8/07 1/9/07 1/10/07 1/11/07 1/12/07 1/16/07 1/17/07 1/18/07 1/19/07 1/22/07 1/23/07 1/24/07 1/25/07 384 239 440 691 313 429 496 322 370 329 201 250 264 220 612 462 0 250 500 750 1,000

10 Call Option Trading Volume (1) Public Market Trading Perspective ____________________ As of close January 25, 2007. (1) Includes aggregate trading volume (in thousands) for call options with expiration in January / February ’07, and strike price of $45, $50 and $55. Source: Factset. 9/11/06: $55.00 / share offer submitted 12/14/06: $59.25 / share offer submitted 12/27/06: $60.50 / share offer submitted 1/5/07: $60.50 / share offer accepted 12/6/06: $56.50 / share offer submitted $ / Share Call Option Trading Volume (‘000s) Average Option Trading Volume: 6-Month 8,330 12/27/06 – 1/5/07: 30,813 1/5/07 – 1/25/07: 35,640 $42.00 $44.00 $46.00 $48.00 $50.00 $52.00 $54.00 $56.00 0 50 100 150 200 250 9/8/06 9/29/06 10/20/06 11/10/06 12/1/06 12/22/06 1/12/07 1/25/07

Valuation Analysis

Valuation Analysis Summary Valuation Equity Value Per Share ____________________ (1) As of January 4, 2006. (2) 52 week range prior to January 4, 2007. (3) Figure post FAS 123 Expense. (4) EBITDA figure pre FAS 123 expense. (5) Assumes $468 million of debt and due to shareholders of acquired companies, $62 million of minority interest and $125 million of cash per management guidance, 51.426 million basic shares outstanding, 0.586 million restricted shares and 5.236 million options in-the-money at the offer price with a weighted average exercise price of $24.41. Discounted at Equity Cost of Capital of 14% Discount Rate: 12% – 14% Terminal Value: 10.0x – 12.0x(5) Leverage of 7.0x 2011 Exit EBITDA Multiple Range of 10.0x – 12.0x 25% Equity Returns 11.5x – 13.5x 2006 EBITDA of $218mm(4)(5) $5.00(3) $5.08(3) $5.70(3) 2010 EPS at 2009 Forward P/E Multiples of 17.0x – 19.0x Discounted at 14% 19.0x – 21.0x 2007E EPS of $2.46(3) $2.60(3) Metric / Multiples / Methodology Discounted Future Share Price Public Comparables Discounted Cash Flow Analysis Leveraged Buyout Analysis 11 Unaffected Price(1): $49.15 Offer: $60.50 (2) $62.00 $51.00 $92.17 $74.69 $73.08 $65.16 $64.12 $46.46 $54.64 $51.59 $54.39 $55.22 $52.00 $44.00 $69.43 $57.52 $65.39 $58.30 $57.37 $38.63 $49.44 $46.67 $46.49 $40.52 20.00 40.00 60.00 80.00 $100.00 52 Week High/Low Discounted Equity Research Price Targets Base Case Acquisition Case Acquisition Comparables "Vision for 2010" Base Case Acquisition Case Base Case Acquisition Case Base Case Acquisition Case

12 Financial Projections – Base Case (Dollars in Millions, Except Per Share Amounts) ____________________ Source: Loyal management estimates; note 2006E revised to reflect latest management estimates and 2007E D&A and LTIP modified slightly since January 5 presentation due to management guidance. Valuation Analysis Projected Fiscal Year Ending December 31, '06 - '11 2006E 2007E 2008E 2009E 2010E 2011E CAGR Income Statement: Revenue $1,145 $1,307 $1,489 $1,758 $2,046 $2,349 15.5% % - Growth 30.8% 14.2% 13.9% 18.1% 16.4% 14.8% EBITDA Pre FAS 123 Exp. $218 $280 $338 $429 $520 $592 22.2% % - Margin 19.0% 21.4% 22.7% 24.4% 25.4% 25.2% EBIT $156 $204 $245 $317 $385 $466 24.5% % - Margin 13.6% 15.6% 16.5% 18.1% 18.8% 19.9% Tax Rate 14.2% 9.0% 10.0% 10.0% 10.0% 10.0% Tax Rate Including Distribution Taxes 14.2% 9.0% 10.0% 10.0% 10.0% 10.0% Net Income Post FAS 123 $112 $133 $178 $244 $301 $370 27.1% EPS Post FAS 123 Exp. $2.10 $2.46 $3.18 $4.24 $5.08 $6.05 23.6% % - Growth 21.0% 17.0% 29.4% 33.5% 19.8% 19.1% Cash Flow D&A $77 $93 $112 $135 $126 Minority Interest (incl. Dividend Upon Distribution) 21 22 20 24 30 Change in WC and Other (39) (11) (11) (11) (12) Non-Cash Stock Comp and LTIP 13 14 (31) 14 14 Capex (199) (213) (206) (226) (250) Acquisitions 0 0 0 0 0 Deferred Consideration for Acquisitions (3) (21) (23) 0 (8) Free Cash Flow 13 87 133 241 282 % of Revenue 1.0% 5.8% 7.5% 11.8% 12.0% % of Net Income 9.4% 49.0% 54.2% 80.0% 76.2%

13 Financial Projections – Acquisitions Case (Dollars in Millions, Except Per Share Amounts) Valuation Analysis ____________________ Source: Loyal management estimates; note 2006E revised to reflect latest management estimates and 2007E D&A and LTIP modified slightly since January 5 presentation due to management guidance. Projected Fiscal Year Ending December 31, '06 - '11 2006E 2007E 2008E 2009E 2010E 2011E CAGR Income Statement: Revenue $1,145 $1,464 $1,794 $2,247 $2,699 $3,134 22.3% % - Growth 30.8% 27.9% 22.5% 25.3% 20.1% 16.1% EBITDA Pre FAS 123 Exp. $218 $317 $410 $547 $682 $795 29.6% % - Margin 19.0% 21.7% 22.9% 24.3% 25.3% 25.4% EBIT $156 $230 $295 $397 $494 $604 31.0% % - Margin 13.6% 15.7% 16.5% 17.7% 18.3% 19.3% Tax Rate 14.2% 9.0% 10.0% 10.0% 10.0% 10.0% Tax Rate Including Distribution Taxes 14.2% 9.0% 10.0% 20.8% 14.1% 10.0% Net Income Post FAS 123 $112 $141 $199 $242 $338 $445 31.9% EPS Post FAS 123 Exp. $2.10 $2.60 $3.55 $4.21 $5.70 $7.28 28.2% % - Growth 21.0% 23.9% 36.6% 18.4% 35.5% 27.8% Cash Flow D&A $87 $115 $149 $188 $192 Minority Interest (incl. Dividend Upon Distribution) 24 30 16 35 56 Change in WC and Other (39) (11) (11) (11) (12) Non-Cash Stock Comp and LTIP 13 14 (31) 14 14 Capex (229) (266) (289) (327) (359) Acquisitions (130) (100) (100) (50) 0 Deferred Consideration for Acquisitions (3) (21) (23) 0 (8) Free Cash Flow (125) (15) (0) 199 339 % of Revenue (8.5%) (0.8%) (0.0%) 7.4% 10.8% % of Net Income (88.4%) (7.4%) (0.2%) 58.8% 76.3%

14 Valuation Analysis Potential Projection “Opportunities” and “Threats” Projection Opportunities Projection Threats Increasing global awareness of “Return on Education” helping drive growing participation rates Geographic expansion New (e.g., China-2007 and India-2010) Within existing (e.g., Mexico) Leveraging of US-centric online expertise into non-US markets Expanded use of blended programs and shared curriculum (Walden Online/dual-degree) New programs and degrees/program replication Specialized accreditations Expanded branding Enhanced use of management contracts to enter relatively higher risk markets (e.g., Turkey) Addition of “lower-priced” brands (e.g., UPRO) in current and new markets Execution risks of running a global education services company Management “band-width” constraints Country specific operating, regulatory and political risks Online business Ability to continue to successfully target, purchase and integrate acquisitions at attractive prices Capital intensity of business model Low ROIC in absolute and relative terms Government education incentives (e.g., student loans) less pervasive outside US Limits participation rate expansion potential Caps price increase potential Enhanced competition by other well-capitalized, private and public competitors E.g., public institutions, Apollo Group, EDMC, Kaplan, private equity, etc.

15 Valuation Analysis Equity Research Price Targets ____________________ Note: Only includes analysts with recently released price targets. (1) Assumes an equity discount rate of 14%. PV of Target Target EPS Estimates Date Firm / Analyst Rating Price Price (1) 2006E 2007E 01/22/07 Banc of America Securities / Block Neutral $55.00 $48.25 $2.02 $2.50 01/22/07 Stifel Nicolaus and Company, Incorporated / Herman Buy 62.00 54.39 2.00 2.50 01/19/07 Morgan Stanley / Gutek Overweight 60.00 52.63 2.03 2.60 01/10/07 BMO Capital Markets U.S. / Silber Out Perform 55.00 48.25 2.03 2.47 12/19/06 Citigroup / Beland Hold 57.00 50.00 1.99 2.42 11/22/06 Robert W. Baird & Co. / Junker Out Perform 60.00 52.63 2.00 2.50 10/20/06 Lehman Brothers Equity Research / Bisbee Neutral 53.00 46.49 1.98 2.46 10/20/06 SunTrust Robinson Humphrey Capital Markets / Hughes Buy 58.00 50.88 2.00 2.41 10/20/06 Piper Jaffray / Marostica Out Perform 60.00 52.63 2.04 2.49 10/20/06 Credit Suisse / Dobell Out Perform 60.00 52.63 1.92 2.50 Average $58.00 $50.88 $2.00 $2.49 Minimum $53.00 $46.49 $1.92 $2.41 Maximum $62.00 $54.39 $2.04 $2.60 First Call (1/25/07) $2.01 $2.49

16 Valuation Analysis Public Comparables Analysis (Dollars in Millions, Except Per Share Amounts) ____________________ Source: Company filings, press releases, Wall Street research, and Factset. (1) Loyal based on unaffected stock price on January 4, 2007. (1) Share Price % 52 Week Equity Enterprise EBITDA Multiple P/E Multiple EPS P/E - to - Growth Company 1/25/07 High Value Value CY 2006 CY 2007 CY 2006 CY 2007 Growth CY 2006 CY 2007 $41.21 68.9% $7,211 $6,618 8.6x 8.6x 16.7x 16.7x 15.6% 1.07x 1.07x 27.44 64.4% 2,675 2,244 7.2 7.8 17.9 20.2 13.5% 1.32 1.49 13.55 88.2% 1,189 1,142 10.5 9.6 29.5 27.7 15.3% 1.93 1.81 28.75 96.2% 2,052 1,907 15.8 12.8 38.6 28.4 18.8% 2.05 1.51 76.01 99.0% 3,312 3,104 15.4 13.6 27.9 23.6 18.7% 1.49 1.26 11.98 64.9% 313 335 7.7 6.9 20.2 18.5 16.6% 1.22 1.11 110.31 92.8% 1,623 1,500 16.4 13.9 30.8 26.3 17.4% 1.77 1.51 22.24 59.0% 635 593 9.7 8.7 24.7 31.4 13.8% 1.79 2.28 Maximum 16.4x 13.9x 38.6x 31.4x 18.8% 2.1x 2.3x Mean 11.4x 10.2x 25.8x 24.1x 16.2% 1.6x 1.5x Median 10.1x 9.1x 26.3x 25.0x 16.1% 1.6x 1.5x Minimum 7.2x 6.9x 16.7x 16.7x 13.5% 1.1x 1.1x LOYAL $49.15 89.0% $2,686 $3,092 15.0x 12.2x 24.5x 19.7x 22.8% 1.07x 0.87x

17 Acquisition Comparables Analysis $89 $230 $50 $310 $56 $116 $3,145 $98 $516(3) Transaction Value ($mm) Date Acquiror / Target Kaplan Inc. / Financial Training Co. DeVry / Ross Univ. Corinthian / Career Choices Career Ed. / Whitman Educ. Education Management / South Univ. ____________________ Source: Public documents and SDC database. (1) Education transactions greater than $50 million in transaction value and for control since January 1, 2003. (2) Transaction currently pending. (3) Based on offer price of $8.00 per share and net debt of $161.3 million. Providence & GS Capital / Education Management Avg. 11.3x Liberty Partners / Concorde Career Colleges Valuation Analysis 3/03 3/03 4/03 5/03 6/03 6/03 3/06 6/06(2) 9/06(2) Selected Education Acquisitions(1) Education Management / American Education Sterling Capital / Educate 8.4x 14.9x 10.5x 12.4x 12.1x 11.7x 14.1x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 8.4x 14.9x 10.5x 12.4x 9.0x 9.9x 11.6x 12.2x 12.8x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 8.4x 14.9x 10.5x 12.4x 12.1x 11.7x 14.1x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x

18 Comparison of Loyal to EDMC (Dollars in Millions, Except Per Share Amounts) Valuation Analysis ____________________ (1) EDMC figures as of March 3, 2006, last trading day prior to transaction announcement; LTM figures as of December 31, 2005. (2) 3 year projected revenue growth from research. (3) As of March 3, 2006. (4) As of January 4, 2007. EDMC (1) Loyal Enrollment Growth - LTM 9.5% 26.8% Revenue Growth - LTM 16.5% 49.2% Street Base Case Acq. Case Revenue Growth - Projected (2) 12.4% 15.4% 15.5% 22.3% LTM Revenue $1,096 $1,131 LTM EBITDA 254 205 % Margin 23.1% 18.2% Street Base Case Acq. Case EPS Growth - Projected 20.0% 22.8% 23.6% 28.2% U.S. / Canada Revenue as % of Total 100.0% 21.0% Capex as % of Revenue - LTM 6.0% 16.4% FCF as % of Revenue - LTM 14.4% (4.5%) ROIC 15.4% 9.2% Tax Rate 39.9% 14.2% Multiples Trading (3) Transaction Trading (4) Offer LTM EBITDA 9.8x 11.6x 15.1x 18.0x LTM EBIT 12.9 15.3 20.6 24.6 LTM EBITDA - CapEx 12.3 14.6 66.0 79.0 Forward P/E 23.8 27.6 19.7 24.3 Forward P/E/G 1.19x 1.38x 0.87x 1.07x Premium to Current -- 15.9% -- 23.1%

19 “Vision for 2010”(1) P/E/G Ratios Implied by P/E Multiples Future Stock Price Analysis Future Stock Price Analysis $5.00 EPS in 2010 Growth rates through 2010: 18% - 20% revenue growth 13% - 15% enrollment growth 100+ bps annual margin improvement 25% EPS growth 2010 – 2015 EPS growth: 15% - 20% ____________________ (1) Source: Based on management guidance to Wall Street as part of “Vision for 2010”. Valuation Analysis EPS CAGRS 25.0% 22.0% 20.0% 17.5% 15.0% 13.0x 0.52x 0.59x 0.65x 0.74x 0.87x 15.0x 0.60x 0.68x 0.75x 0.86x 1.00x 17.0x 0.68x 0.77x 0.85x 0.97x 1.13x 19.0x 0.76x 0.86x 0.95x 1.09x 1.27x 21.0x 0.84x 0.95x 1.05x 1.20x 1.40x P/E RATIO "Vision for 2010" (1) : 2010 EPS of $5.00 2010 Forward P/E Multiple $5.00 13.0x 15.0x 17.0x 19.0x 21.0x 13.0% $45.05 $51.98 $58.91 $65.84 $72.77 14.0% 43.87 50.62 57.37 64.12 70.87 15.0% 42.74 49.31 55.89 62.46 69.04 Base Case (Limited Acquisitions): 2010 EPS of $5.08 2010 Forward P/E Multiple $5.08 13.0x 15.0x 17.0x 19.0x 21.0x 13.0% $45.78 $52.82 $59.86 $66.90 $73.95 14.0% 44.58 51.44 58.30 65.16 72.02 15.0% 43.43 50.11 56.79 63.47 70.16 Acquisitions Case: 2010 EPS of $5.70 2010 Forward P/E Multiple $5.70 13.0x 15.0x 17.0x 19.0x 21.0x 13.0% $51.34 $59.24 $67.14 $75.03 $82.93 14.0% 50.00 57.69 65.39 73.08 80.77 15.0% 48.71 56.20 63.69 71.19 78.68 Discount Rate Discount Rate Discount Rate

20 Valuation Analysis Illustrative Future Stock Price Tax Rate Sensitivity Assumes 14% Discount Rate Base Case Acquisitions Case $57.64 $67.36 $73.08 $49.31 $57.24 $65.16 $51.57 $60.27 $65.39 $44.12 $51.21 $58.30 40.00 50.00 60.00 70.00 $80.00 2010 Tax Rate 14% 20% 30% 2010 EPS (Post FAS 123) $5.70 $5.25 $4.49

21 Discounted Cash Flows Analysis – Base Case ____________________ Note: Dollars in millions, except per share data. Source: Loyal Management Base Case. (1) Includes seller notes issued to owners of acquired targets and minority interest. (2) Cash flow discounted back to December 31, 2006. (3) Cash flow discounted back to December 31, 2006. Based on 2011E Post FAS 123 EBITDA of $587 million. (4) Assumes $468 million of debt and due to shareholders of acquired companies, $62 million of minority interest and $125 million of cash per Management guidance. (5) Based on 51.426 million basic shares outstanding, 0.586 million restricted shares and 5.236 million options in-the-money at the offer price with a weighted average exercise price of $24.41. Valuation Analysis Discounted PV of Terminal Value as a Cash Flows Multiple of 2011E EBITDA (3) Enterprise Value Discount Rate 2007E - 2011E (2) 10.0x 11.0x 12.0x 10.0x 11.0x 12.0x 12.0% $556 $3,331 $3,664 $3,997 $3,887 $4,221 $4,554 12.5% 547 3,258 3,584 3,909 3,805 4,131 4,457 13.0% 539 3,186 3,505 3,824 3,725 4,044 4,362 13.5% 530 3,117 3,428 3,740 3,647 3,959 4,270 14.0% 522 3,049 3,354 3,659 3,571 3,876 4,181 Less: Net Debt & Equity Value Equity Value Per Share (5) Discount Rate Minority Interest (4) 10.0x 11.0x 12.0x 10.0x 11.0x 12.0x 12.0% ($406) $3,482 $3,815 $4,148 $63.05 $68.87 $74.69 12.5% (406) 3,399 3,725 4,051 61.61 67.30 73.00 13.0% (406) 3,319 3,638 3,957 60.21 65.78 71.35 13.5% (406) 3,241 3,553 3,865 58.85 64.29 69.74 14.0% (406) 3,165 3,470 3,775 57.52 62.85 68.17 + = + =

22 Discounted Cash Flows Analysis – Acquisitions Case Valuation Analysis ____________________ Note: Dollars in millions, except per share data. Source: Loyal Management Acquisitions Case. (1) Includes seller notes issued to owners of acquired targets and minority interest. (2) Cash flow discounted back to December 31, 2006. (3) Cash flow discounted back to December 31, 2006. Based on 2011E Post FAS 123 EBITDA of $790 million. (4) Assumes $468 million of debt and due to shareholders of acquired companies, $62 million of minority interest and $125 million of cash per Management guidance. (5) Based on 51.426 million basic shares outstanding, 0.586 million restricted shares and 5.236 million options in-the-money at the offer price with a weighted average exercise price of $24.41. Discounted PV of Terminal Value as a Cash Flows Multiple of 2011E EBITDA (3) Enterprise Value Discount Rate 2007E - 2011E (2) 10.0x 11.0x 12.0x 10.0x 11.0x 12.0x 12.0% $172 $4,485 $4,933 $5,382 $4,657 $5,106 $5,554 12.5% 166 4,386 4,825 5,263 4,552 4,991 5,429 13.0% 160 4,290 4,719 5,148 4,450 4,879 5,308 13.5% 154 4,196 4,616 5,036 4,350 4,769 5,189 14.0% 148 4,105 4,516 4,926 4,253 4,663 5,074 Less: Net Debt & Equity Value Equity Value Per Share (5) Discount Rate Minority Interest (4) 10.0x 11.0x 12.0x 10.0x 11.0x 12.0x 12.0% ($406) $4,252 $4,700 $5,149 $76.50 $84.34 $92.17 12.5% (406) 4,146 4,585 5,024 74.66 82.32 89.99 13.0% (406) 4,044 4,473 4,902 72.87 80.37 87.86 13.5% (406) 3,944 4,364 4,783 71.13 78.46 85.79 14.0% (406) 3,847 4,258 4,668 69.43 76.60 83.77 + = + =

23 Valuation Analysis Illustrative DCF Terminal Tax Rate Sensitivity Base Case Acquisitions Case ____________________ (1) Assumes terminal year tax rate changed to “Tax Rate in Perpetuity”; additional implied tax amount grown at 3% in perpetuity and discounted at 13%. Offer: $60.50 Tax Rate in Perpetuity (1) 10.0% 20.0% 30.0% Delta to Model Tax Rate 0.0% 10.0% 20.0% Terminal Value Impact (2011) $0 ($475) ($950) Value Deduct (1) 0 (258) (516) Value Deduct Per Share $0.00 ($4.51) ($9.01)

24 WACC Analysis Valuation Analysis ____________________ (1) Historical spread between the long bond and the S&P 500. (2) Source: Merrill Lynch Beta Book, December 2006. (3) Book Value of Net Debt to Market Value of Equity. (4) Unlevered Beta equals (Levered Beta/(1 + ((1 - Tax Rate) * Debt/Equity))). Assumes Beta of debt equals zero. (5) Unlevered Return equals (Estimated Future Risk Free Rate + (Unlevered Beta * Risk Premium)). (6) Levered Cost of Equity equals (Estimated Future Risk Free Rate + (Levered Beta * Risk Premium) + Beta-Adj. Size Premium). (7) WACC equals ((Net Debt/Capitalization * (Cost of Debt * (1 - Tax Rate))) + (Equity/Capitalization * Levered Cost of Equity)). (1) (3) (4) (6) (7) (2) (5) Macroeconomic Assumptions Ten Year Government Bond Yield at 1/25/07 4.87% Historical Risk Premium 7.10% Estimated Future Market Return 11.97% Mid-Cap Premium 1.02% Levered Marginal Net Debt to Unlevered Levered Unlevered Comparable Companies Beta Tax Rate Equity Beta Return Return Apollo 0.24 39.8% 0.0% 0.24 6.6% 6.6% Career Education 0.38 38.5% 0.0% 0.38 7.6% 7.6% Corinthian Colleges 0.62 38.7% 0.0% 0.62 9.3% 9.3% DeVry University 0.74 38.2% 0.0% 0.74 10.1% 10.1% ITT 0.68 38.4% 0.0% 0.68 9.7% 9.7% Lincoln Educational Services 0.41 40.7% 6.9% 0.39 7.8% 7.7% Strayer 0.50 39.4% 0.0% 0.50 8.4% 8.4% UTI 1.00 37.5% 0.0% 1.00 12.0% 12.0% 38.9% 0.9% 0.57 8.9% 8.9% Loyal 1.33 38.9% 15.1% 1.22 14.3% 13.5% Capital Structures Net Debt/ Net Debt/ Levered Cost of Equity at Various Unlevered Beta and Capital Structures Capitalization Equity 0.550 0.725 0.900 1.075 1.250 0.0% 0.0% 9.8% 11.0% 12.3% 13.5% 14.8% 5.0% 5.3% 9.9% 11.2% 12.5% 13.8% 15.0% 10.0% 11.1% 10.1% 11.4% 12.7% 14.0% 15.4% 15.0% 17.6% 10.2% 11.6% 13.0% 14.3% 15.7% 20.0% 25.0% 10.4% 11.8% 13.3% 14.7% 16.1% 25.0% 33.3% 10.6% 12.1% 13.6% 15.1% 16.6% Capital Structures Net Debt/ Net Debt/ Est. Cost WACC at Various Unlevered Beta and Capital Structures Capitalization Equity 0.550 0.725 0.900 1.075 1.250 0.0% 0.0% 7.00% 9.8% 11.0% 12.3% 13.5% 14.8% 5.0% 5.3% 7.25% 9.6% 10.9% 12.1% 13.3% 14.5% 10.0% 11.1% 7.50% 9.5% 10.7% 11.9% 13.1% 14.3% 15.0% 17.6% 7.75% 9.4% 10.6% 11.7% 12.9% 14.1% 20.0% 25.0% 8.00% 9.3% 10.4% 11.6% 12.7% 13.9% 25.0% 33.3% 8.25% 9.2% 10.3% 11.4% 12.6% 13.7% of Debt Average

25 Valuation Analysis Leveraged Buyout Analysis – Base Case (Dollars in Millions) ____________________ (1) EBITDA figures are post non-cash stock compensation and FAS 123 expense. (2) PF 2006 based on projected LTM EBITDA as of 3/31/07 of $243 million according to Consortium materials presented to the Special Committee and its advisors in December 2006; EBITDA for credit purposes is pre non-cash stock compensation and FAS 123 expense. Enterprise Value and Multiple Analysis Sources and Uses Offer Price Per Share $60.50 Sources Premium to Unaffected Price ($49.15) 23% Equity Value $3,336 Lvg. (2) $ % Enterprise Value (Excl. Fees) 3,741 Existing Cash $125 3% Bank Debt 1.6x 395 10% Value (1) Multiple Senior Notes 1.2 282 7% EV / 2006 EBITDA $211 17.7x Senior Sub Notes 1.4 329 8% EV / Est. LTM 3/31/07 EBITDA 236 15.9 Sn. Unscrd. PIK Toggle Nts. 1.9 470 11% EV / 2007 EBITDA 272 13.7 Rollover Debt 0.9 224 5% EV / 2008 EBITDA 333 11.2 Rollover Equity 116 3% Sponsor Equity 2,171 53% 7.0x $4,111 100% Credit Statistics Uses PF Year 3 Year 5 2006 2009 2011 $ % Purchase of Equity $3,336 81% EBITDA (2) $242 $442 $606 Refinance Existing Debt 244 6% EBITDA / Interest 2.0x 3.7x 5.8x Rollover Debt 224 5% Excess Cash to Fund Capex/Acq 162 4% Total Debt / EBITDA 7.0x 4.3x 3.0x Fees 145 4% Bank Debt / EBITDA 1.6 1.0 0.3 $4,111 100% Cum. Bank Debt Paydown 0.0% (11.0%) 46.6% Returns on Equity (1) Borrowing Rates Exit Multiple Bank Debt L+3.00% %-Year Returns (EV / EBITDA) Senior Notes 9.00% to Sponsor (2011) 10.0x 11.0x 12.0x Senior Sub Notes 10.75% Senior Unsecured PIK Toggle Notes 9.75% IRR 13% 16% 19% Rollover Debt 7.86% Payback 1.8x 2.1x 2.4x Total Uses Total Sources

26 Valuation Analysis Leveraged Buyout Analysis –Acquisitions Case (Dollars in Millions) ____________________ (1) EBITDA figures are post non-cash stock compensation and FAS 123 expense. (2) PF 2006 based on projected LTM EBITDA as of 3/31/07 of $243 million according to Consortium materials presented to the Special Committee and its advisors in December 2006; EBITDA for credit purposes is pre non-cash stock compensation and FAS 123 expense. Enterprise Value and Multiple Analysis Sources and Uses Offer Price Per Share $60.50 Sources Premium to Unaffected Price ($49.15) 23% Equity Value $3,336 Lvg.(2) $ % Enterprise Value (Excl. Fees) 3,741 Existing Cash $125 3% Bank Debt 1.6x 395 10% Value (1) Multiple Senior Notes 1.2 282 7% EV / 2006 EBITDA $211 17.7x Senior Sub Notes 1.4 329 8% EV / Est. LTM 3/31/07 EBITDA 236 15.9 Sn. Unscrd. PIK Toggle Nts. 1.9 470 11% EV / 2007 EBITDA 310 12.1 Rollover Debt 0.9 224 5% EV / 2008 EBITDA 406 9.2 Rollover Equity 116 3% Sponsor Equity 2,171 53% 7.0x $4,111 100% Credit Statistics Uses PF Year 3 Year 5 2006 2009 2011 $ % Purchase of Equity $3,336 81% EBITDA (2) $242 $560 $809 Refinance Existing Debt 244 6% EBITDA / Interest 1.9x 3.7x 5.4x Rollover Debt 224 5% Excess Cash to Fund Capex/Acq 162 4% Total Debt / EBITDA 7.0x 4.2x 2.9x Fees 145 4% Bank Debt / EBITDA 1.6 1.6 0.9 $4,111 100% Cum. Bank Debt Paydown 0.0% (122.6%) (82.5%) Returns on Equity (1) Borrowing Rates Exit Multiple Bank Debt L+3.00% %-Year Returns (EV / EBITDA) Senior Notes 9.00% to Sponsor (2011) 10.0x 11.0x 12.0x Senior Sub Notes 10.75% Senior Unsecured PIK Toggle Notes 9.75% IRR 20% 23% 26% Rollover Debt 7.86% Payback 2.5x 2.8x 3.2x Total Uses Total Sources

27 Disclaimers Merrill Lynch prohibits (a) employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change such rating or price target, as consideration or inducement for the receipt of business or for compensation, and (b) Research Analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients. This proposal is confidential, for your private use only, and may not be shared with others (other than your advisors) without Merrill Lynch's written permission, except that you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposal and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. For purposes of the preceding sentence, tax refers to U.S. federal and state tax. This proposal is for discussion purposes only. Merrill Lynch is not an expert on, and does not render opinions regarding, legal, accounting, regulatory or tax matters. You should consult with your advisors concerning these matters before undertaking the proposed transaction.

EX-99.(C)(5)

Exhibit (c)(5)

	1585 Broadway New York, NY 10036

        June 2, 2007

Special Committee of the
Board of Directors
Laureate Education, Inc.
1001 Fleet Street
Baltimore, MD 21202

Members of the Special Committee of the Board:

        We understand that Laureate Education, Inc. (the "Company"), Wengen Alberta, Limited Partnership ("Parent") and L Curve Sub Inc., a direct subsidiary of Parent ("L Curve") propose to enter into an Amended and Restated Agreement and Plan of Merger, substantially in the form of the draft dated June 1, 2007 (the "Merger Agreement"), which provides, among other things, for (i) a tender offer (the "Tender Offer") for all outstanding shares of common stock, par value $0.01 per share of the Company (the "Company Common Stock") pursuant to which L Curve will pay $62.00 per share net to the seller in cash for each share of Company Common Stock accepted in the Tender Offer, and (ii) following the completion of the Tender Offer, the merger (the "Merger") of L Curve with and into the Company. Pursuant to the Merger, the Company will become a direct subsidiary of Parent and each outstanding share of the Company Common Stock, other than those shares held by Parent or L Curve, will be converted into the right to receive $62.00 per share in cash. We note that Douglas L. Becker, Steven Taslitz and certain trusts affiliated with each of them (collectively the "Rollover Investors") will contribute a portion of their shares of the Company Common Stock to Parent in exchange for shares of membership interests of Parent pursuant to their Equity Rollover Commitments (as defined in the Merger Agreement) immediately prior to the effective time of the Merger. We also note that certain funds and investors (collectively with the Rollover Investors, the "Investor Group") will invest in Parent. The terms and conditions of the Tender Offer and the Merger are more fully set forth in the Merger Agreement. We also note that the Rollover Investors and Parent intend to enter into a voting agreement (the "Voting Agreement") in connection with the Merger and that certain stockholders of the Company have agreed to tender their shares of the Company Common Stock pursuant to the Tender Offer on the terms and subject to the conditions set forth in certain tender agreements (the "Tender Agreements").

        You have asked for our opinion as to whether the consideration to be received by the holders of shares of the Company Common Stock pursuant to the Merger Agreement other than Parent, the Investor Group and their respective affiliates is fair from a financial point of view to such holders.

        For purposes of the opinion set forth herein, we have:

i)

reviewed certain publicly available financial statements and other business and financial information of the Company;



ii)

reviewed certain internal financial statements and other financial and operating data concerning the Company prepared by the management of the Company;



iii)

reviewed certain financial projections prepared by the management of the Company;

1

iv)

discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;



v)

reviewed the reported prices and trading activity for the Company Common Stock;



vi)

compared the financial performance of the Company and the prices and trading activity of the Company Common Stock with that of certain other comparable publicly-traded companies and their securities;



vii)

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;



viii)

participated in discussions and negotiations among representatives of the Company, Parent and their financial and legal advisors;



ix)

reviewed the Merger Agreement, the Tender Agreements, the Equity Rollover Commitments, the Voting Agreement, the Financing Commitments of Parent and L Curve (as defined in the Merger Agreement), substantially in the form of the drafts dated June 1, 2007, and certain related documents; and



x)

performed such other analyses and considered such other factors as we have deemed appropriate.

        We have assumed and relied upon without independent verification the accuracy and completeness of the information supplied or otherwise made available to us for the purposes of this opinion. With respect to the financial projections, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of the Company. We have also assumed that the Tender Offer and the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions including, among other things, that Parent will obtain financing for the Tender Offer and the Merger in accordance with the terms set forth in the Financing Commitments and that the transactions contemplated by the Equity Rollover Commitments will be consummated in accordance with their terms. We have assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Tender Offer and the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Tender Offer and the Merger. We are not legal, tax or regulatory advisors and have relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to such matters.

        This opinion does not address the fairness of any consideration to be received by Parent, the Investor Group or their respective affiliates pursuant to the Merger Agreement or the Equity Rollover Commitments, the relative merits of the Tender Offer and the Merger as compared to the alternative transactions or strategies that might be available to the Company, or the underlying business decision of the Company to enter into the Tender Offer and the Merger. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

        We have acted as financial advisor to the Special Committee of the Board of Directors of the Company in connection with this transaction and have received a fee for our services, and may receive an additional fee at the sole discretion of the Special Committee of the Board of Directors of the Company upon closing of the transaction. Morgan Stanley, its affiliates, directors or officers, including

2

individuals working with the Company in connection with this transaction, may have committed and may commit in the future to invest in private equity funds managed by affiliates of Parent. In the ordinary course of our trading, brokerage, investment management and financing activities, Morgan Stanley or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or the accounts of customers, in debt or equity securities or senior loans of the Company, affiliates of Parent or any other company or any currency or commodity that may be involved in this transaction.

        It is understood that this letter is for the information of the Special Committee of the Board of Directors of the Company and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the Securities and Exchange Commission in connection with this transaction if such inclusion is required by applicable law. In addition, Morgan Stanley expresses no opinion or recommendation as to whether stockholders should tender their shares of Company Common Stock in the Tender Offer or how the stockholders of the Company should vote at any stockholders' meeting if held in connection with the Merger.

        Based on and subject to the foregoing, we are of the opinion on the date hereof that the consideration to be received by the holders of shares of the Company Common Stock pursuant to the Merger Agreement other than Parent, the Investor Group and their respective affiliates is fair from a financial point of view to such holders.

Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By:	/s/  RICHARD S. BRAIL Richard S. Brail Managing Director

3

EX-99.(C)(6)

Exhibit (c)(6)

Global Markets & Investment
Banking Group

4 World Financial Center
North Tower 30^th Floor
New York, New York 10080
212 449 1000

June 2, 2007

Special Committee of the Board of Directors
Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland 21202

Members of the Special Committee of the Board of Directors:

        Laureate Education, Inc. (the "Company"), Wengen Alberta, Limited Partnership ("Parent") and L Curve Sub Inc., a newly formed, direct subsidiary of Parent ("Merger Sub"), propose to enter into that certain Amended and Restated Agreement and Plan of Merger, to be dated as of June 3, 2007 (the "Agreement"), pursuant to which (i) Merger Sub would commence a tender offer (the "Tender Offer") for all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the "Company Shares") for $62.00 per share, net to the seller in cash (the "Consideration") and (ii) Merger Sub would be merged with and into the Company in a merger (the "Merger") in which each Company share not acquired in the Tender Offer, other than Company Shares held in treasury or held by Parent or Merger Sub, would be converted into the right to receive the Consideration. The Tender Offer and the Merger, taken together, are referred to as the "Transaction." We understand that, in connection with the Merger, Douglas L. Becker ("DLB"), Steven Taslitz ("ST") and other persons and entities (collectively, the "Parent Investors") will contribute Company Shares to, or otherwise invest in, Parent.

        You have asked us whether, in our opinion, the Consideration to be received by the holders of the Company Shares pursuant to the Transaction is fair from a financial point of view to such holders, other than Parent, the Parent Investors and their respective affiliates.

        In arriving at the opinion set forth below, we have, among other things:

(1)

Reviewed certain publicly available business and financial information relating to the Company that we deemed to be relevant;



(2)

Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company furnished to us by the Company;



(3)

Conducted discussions with members of senior management and representatives of the Company concerning the matters described in clauses 1 and 2 above;



(4)

Reviewed the market prices and valuation multiples for the Company Shares and compared them with those of certain publicly traded companies that we deemed to be relevant;



(5)

Reviewed the results of operations of the Company and compared them with those of certain publicly traded companies that we deemed to be relevant;



(6)

Compared the proposed financial terms of the Transaction with the financial terms of certain other transactions that we deemed to be relevant;

1

(7)

Participated in certain discussions and negotiations among representatives of the Special Committee of the Board of Directors and Parent and their financial and legal advisors;



(8)

Reviewed drafts as of June 2, 2007 of the Agreement, the Tender Agreements to be entered into between certain stockholders of the Company and Parent, a Cooperation Agreement between the Company and DLB, a Voting Agreement by and among Parent, DLB, ST, certain other stockholders of the Company and related trusts, the Offer to Purchase and other ancillary offer documents and instruments, equity rollover commitment letters to be provided by DLB, ST and certain related trusts to Parent, equity financing commitments to be provided by certain equity investors to Parent, and certain related documents (collectively, the "Transaction Documents") and a debt financing commitment letter to the Merger Sub to be executed by certain lenders; and



(9)

Reviewed such other financial studies and analyses and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions.

        In preparing our opinion, we have assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to us, discussed with or reviewed by or for us, or publicly available, and we have not assumed any responsibility for independently verifying such information or undertaken an independent evaluation or appraisal of any of the assets or liabilities of the Company or been furnished with any such evaluation or appraisal, nor have we evaluated the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company. With respect to the financial forecast information furnished to or discussed with us by the Company, we have assumed that they have been reasonably prepared and reflect the best currently available estimates and judgment of the Company's management as to the expected future financial performance of the Company. We have also assumed that the final forms of the Transaction Documents will be substantially similar to the last drafts reviewed by us.

        Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof.

        We are acting as financial advisor to the Special Committee of the Board of Directors of the Company in connection with the Transaction and will receive a fee from the Company for our services, two-thirds of which is payable upon completion of our due diligence and our rendering an opinion, and the remaining portion of which is contingent upon the consummation of the Transaction. We may receive an additional fee from the Company, payable at the sole discretion of the Special Committee of the Board of Directors, upon consummation of the Transaction. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. In the ordinary course of our business, we may actively trade the Company Shares for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

        This opinion is for the use and benefit of the Special Committee of the Board of Directors of the Company. Our opinion does not address the merits of the underlying decision by the Company to engage in the Transaction and does not constitute a recommendation to any stockholder as to whether such stockholder should tender any Company Shares pursuant to the Tender Offer or how such stockholder should vote on the proposed Merger or any matter related thereto. In addition, you have not asked us to address, and this opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of the Company Shares.

2

        On the basis of and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration to be received by the holders of the Company Shares pursuant to the Transaction is fair from a financial point of view to the holders of such shares, other than Parent, the Parent Investors and their respective affiliates.

Very truly yours,

/s/ MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

3

EX-99.(C)(7)

Exhibit (c)(7)

Presentation to the Special Committee of the Board of Directors June 2, 2007 Project Honor

Table of Contents Project Honor L:\Media_Communications_NY\Dept_Only\A_L\Lamia\x---Project Honor\SC Presentations\6.2.07 Fairness Board Meeting\MS - Honor SC Meeting 06-2-07v18.ppt\A2XP\01 JUN 2007\8:48 PM\2 Section 1 Situation Overview Section 2 Review of Loyal Operating Outlook Section 3 Valuation Summary Appendix A Supplemental Analysis Appendix B Other Considerations

Project Honor Section 1 Situation Overview

Situation Overview Transaction Summary Project Honor Notes 1 Reflects premium to the 30-trading day average and 30-days prior to the January 28, 2007 Board of Directors meeting when the initial proposal was approved Under the revised proposal, shareholders would receive $1.50 more consideration and would likely receive that payment earlier than under the January proposed transaction Current January 2007 Transaction: · Up-front t ender offer for all outstanding shares , followed by back - end merger for the remaining shares · Shareholder tender with majority tender requirement · Merger of L Curve Sub into Loyal, with Loyal continuing as the surviving corporation · Shareholder vote with majority vote requirement Purchase Price: · $62.00 / share in cash - Aggregate Value: $3.8 Bn - Equity Value: $3.4 Bn Date Premium January 5th 25 % 30 Trading Day Average (1)% 30 Days Prior (1)% $60.50 / share in cash - Aggregate Value: $3.7 Bn - Equity Value: $3.3 Bn Date Premium January 5th 30 Trading Day Average (1) 30 Days Prior (1) Transaction Multiples: P/E Multiple EBITDA Multiple 3/31/07 LTM 30. 8 x 17.5 x 2006A 18.1 x 2007E - Research 25.2 x 15.1 x 2008E - Research 20.4 x 13.1x · The 17.5 x 3/31/07 LTM EBITDA multiple is 5 1% higher than the 11.6x LTM multiple paid in EDMC · The 15.1 x 2007E Research EBITDA multiple is 56% higher than the 9.7x forward multiple paid in EDMC P/E Multiple EBITDA Multiple 9/30/06 LTM 33.8x 18.8x 2006E - Company 29.7x 17.6x 2006E - Research 30.8x 18.1x 2007E - Research 2008 E - Research 19.7x The 18.8 x 9/30/06 LTM EBITDA multiple is 62 % higher than the 11.6x LTM multiple paid in EDMC. The 14.7x 2007E Res earch EBITDA multiple i s 52 % higher than the 9.7x forward multiple paid in EDMC Timing for Shareholders to Receive Consideration: As early as July 9, 2007 for shareholders that tender Mid-August or later for shareholders that do not tender Mid-July 12.8x 24.4x 14.7x 24% 19% 22% 27% 22%

Situation Overview Process Update Since 1/28/07 Merger Announcement Project Honor 2 On January 28, 2007, Loyal announced that it had agreed to be acquired for $60.50 per share Morgan Stanley and Merrill Lynch subsequently initiated a 45-day “go shop” process in which 67 potential investors were contacted, but no superior proposal was submitted On January 30 and February 2, two class action lawsuits were filed and later consolidated On February 5, Select Equity Group submitted a letter to the independent members of the board indicating that it would not support a transaction at $60.50 per share Select made the letter public on February 21 Select, which owned approximately 7% of the outstanding shares at the time, subsequently increased its ownership stake to approximately 10% On March 2, T. Rowe Price (~8% stake) filed a 13D expressing their opposition to the transaction On March 15, BlackRock (~2% stake) published a letter to the Board of Directors indicating that they would not support the transaction Over a period of several weeks beginning on March 28, Special Committee members Dave Wilson and Jim McGuire, along with CEO Doug Becker, began meeting with investors to review the transaction rationale and garner investor support On April 26, KKR and Goldman Sachs announced the $8Bn buyout of Harman International The deal offered existing investors the opportunity to rollover a portion of their investment Morgan Stanley contacted representatives of the Investor Group and suggested a similar structure, which the Investor Group stated they would not consider On June 1, the Investor Group submitted a revised offer for $62.00 cash per share through a tender offer followed by a back-end merger Conditioned on all directors not affiliated with the Investor Group entering into agreement to tender all of their shares

Situation Overview Representative Feedback from “Go Shop” Process Project Honor 3 “Cannot compete on price; negotiated a great transaction; good luck; took a look and respectfully think that what was obtained was not something we can compete with” “Interested in taking a look; heard about no matching right and low breakup fee” "Unlikely we would rally something and top them in 45 days” "Price looks rich and not likely we would do but will take a hard look” "Full price, not a buyer at that price, but interested in sector” "Wouldn't be able to get there on valuation” “Would not approach it alone, but if a group is formed would be willing to take a look as a minority investor”

Summary of Offer Values $ Situation Overview Value Creation Over Time Project Honor 4 Offer Increase: 13% Loyal’s Special Committee turned down three offers prior to the $60.50 announced transaction and negotiated an increase to $62.00 as a condition to the tender offer 50 52 54 56 58 60 62 64 55.00 56.50 59.25 60.50 62.00 9/11/06 Offer 12/6/06 Offer 12/13/06 Offer 12/27/06 Offer 6/1/07 Offer

Situation Overview Recent Share Price Performance Project Honor 5 Loyal’s share price has recently traded within a band reflecting a traditional arbitrage spread of 11%(1), suggesting a price of $60.50 might be approved Source FactSet Loyal Share Price Performance $ ‘000s Agreed upon transaction January 2007 - $60.50 Proposed Transaction – $62.00 Formal “Go-shop” period concludes Announces definitive agreement to be taken private at $60.50/share Notes 1.Assumes average trading price of $59.48 between 1/29/07-5/31/07 and two months until closing 48 50 52 54 56 58 60 62 64 4-Jan-07 23-Jan-07 8-Feb-07 27-Feb-07 15-Mar-07 2-Apr-07 19-Apr-07 7-May-07 31-May-07 Volume Price 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500

Project Honor Section 2 Review of Loyal Operating Outlook

Review of Loyal Operating Outlook Comparison of Key Company Projections Management Case without Acquisitions Project Honor 6 Revenue ($MM) January Model May Model EBITDA (Pre-FAS 123) ($MM) EPS (Post-FAS 123) ($/share) Loyal management provided projections in January based on 2006 and 2007 figures presented to the Board of Directors After releasing 1Q07 earnings in May, Loyal management revisited the projections The Management Case without Acquisitions remains relatively unchanged from the January projections 2011 EBITDA estimates increased by $25MM, primarily as a result of reduced LTIP expense EPS slightly lower in almost every year, with the largest drop in 2011 and 2012 as a result of increased D&A expense in those years 2,674 2,349 2,046 1,758 1,489 1,307 2,688 2,365 2,060 1,768 1,494 1,307 0 500 1,000 1,500 2,000 2,500 3,000 2007 2008 2009 2010 2011 2012 715 592 520 429 338 280 718 617 522 430 341 277 0 200 400 600 800 2007 2008 2009 2010 2011 2012 7.70 6.05 5.08 4.24 3.18 2.46 6.85 5.98 5.07 4.22 3.20 2.44 0.00 2.00 4.00 6.00 8.00 10.00 2007 2008 2009 2010 2011 2012

Review of Loyal Operating Outlook Comparison of Key Company Projections Management Case with Acquisitions  Project Honor • The Management Case with Acquisitions remains relatively unchanged from the January projections – $18MM lower EBITDA in 2007 as a result of anticipated delays in acquisitions – 2011 EBITDA estimates increased by $25MM, primarily as a result of reduced LTIP expense – EPS slightly lower in almost every year, with the largest drop in 2011 and 2012 as a result of increased D&A expense in those years 3,604 3,134 2,699 2,247 1,794 1,464 3,618 3,151 2,713 2,257 1,794 1,403 0 1,000 2,000 3,000 4,000 2007 2008 2009 2010 2011 2012 Revenue ($MM)  965 795 682 547 410 317 968 821 684 548 408 299 0 200 400 600 800 1,000 1,200 2007 2008 2009 2010 2011 2012 EBITDA (Pre-FAS 123) ($MM) 9.29 7.28 5.70 4.21 3.55 2.60 8.43 7.22 5.67 4.22 3.50 2.47 0.00 2.00 4.00 6.00 8.00 10.00 2007 2008 2009 2010 2011 2012 EPS (Post-FAS 123) ($/share) 7 January Model May Model 

Review of Loyal Operating Outlook Recent Earnings Announcements 2006 Actual vs. Budget Project Honor 8 Revenue exceeded budget expectations driven by outperformance in Latin America, slightly offset by a miss in the online segment EBIT results missed primarily due to higher overhead expenses in the campus segment and a miss in France Net income exceeded budget as lower non-operating results offset greater overhead costs Results exceeded guidance in most categories except online enrollments and revenue (met guidance) and campus-based enrollment (missed guidance) Fiscal Year 2006 Performance Actual Budget FY 2006 FY 2006 Difference Revenues LATAM $687 $627 $60 Europe 224 210 14 Campus Based Totals 911 837 74 Online 235 250 (15) Total Revenues $1,146 $1,087 $59 EBIT Campus Based - LATAM $150 $149 $2 Campus Based - Europe 28 33 (4) Campus Based - Overhead (24) (14) (10) Campus Based Totals $155 $167 ($13) Online 44 45 (0) Corporate G&A (44) (42) (2) Total EBIT $155 $170 ($15) Total Non-Operating (16) (43) 27 Pre-Tax Income 139 127 12 Net Income (continued ops) $115 $111 $4 EPS (Excl. FAS 123R) $2.17 $2.10 $0.07

Review of Loyal Operating Outlook Recent Earnings Announcements (cont’d) 1Q ’07 Actual vs. Budget Project Honor 9 Loyal reported better than expected revenues and EBITDA for 1Q ‘07 However, EBIT did not meet budget due to higher LATAM and overhead costs Net income and EPS exceeded budget due to lower non-operating expenses EPS results of ($0.06) were in-line with guidance of ($0.04)-($0.06) Note 1. Excludes transaction fees and minority put arrangements First Quarter Fiscal Year 2007 Performance Actual Budget 1Q'07 1Q'07 Difference Revenues LATAM $141 $136 $5 Europe 73 69 4 Campus Based Totals 214 205 9 Online 70 64 5 Total Revenues $284 $270 $14 Financing EBITDA $23 $23 $1 EBIT Campus Based - LATAM ($6) ($5) ($1) Campus Based - Europe 15 15 0 Campus Based - Overhead (7) (6) (1) Campus Based Totals $3 $4 ($1) Online 8 7 1 Corporate G&A (11) (11) (0) Total EBIT ($0) $0 ($1) Minority Interest (2) (2) 1 Non-Operating Other (2) (5) 3 Total Non-Operating (4) (7) 3 Pre-Tax Income (4) (7) 3 Net Income (continued ops) ($3) ($7) $3 EPS (Excl. FAS 123R) (1) ($0.06) ($0.12) $0.06

Review of Loyal Operating Outlook Loyal Operating Outlook Diligence Update Project Honor 10 General Loyal meeting or exceeding budget and guidance in most categories (excluding accounting changes) Business remains on-track despite distraction of transaction Behind schedule in acquisitions, partially due to increase in sellers’ valuation expectations caused by Anhanguera IPO in Brazil Full-year 2007 guidance remains unchanged from January Legal/Accounting Minority put agreement accounting change (non-cash) lowering EPS in 2006 and 2007 Settled IRS issue from 2000 tax returns related to the Prometric sale for $5.5MM plus penalties, which are still being negotiated (possibly offset by $13MM tax credit) Auditors changed from E&Y to PwC after 2006 audit E&Y had indicated material weakness in tax existed; PwC position is that no indication of material weakness or deficiency exists Finance The Company is currently evaluating the terms for a potential loan from Chile to Brazil, which would help fund the Natal acquisition Operations Campus-based Loyal closed on the acquisition of UVB location on March 8 and the acquisition of UNIDEP in May Potential acquisitions of Natal, IUAS Bad-Honnef (Germany) near-term Review of additional acquisitions continues (Mexico, Colombia, France, Spain, China) Online Delay in approval of MSED program by State of Minnesota will adversely affect Q2 enrollments Expansion of University of Liverpool online programs announced

Review of Loyal Operating Outlook 2007 Earnings Outlook 2Q ’07 Forecast vs. Budget Project Honor Revenues in the second quarter are expected to exceed budget in all business segments EBIT remains on-track for the second quarter, with LATAM results expected to offset underperformance in Europe, primarily in Spain, Hospitality and Turkey as well as higher campus overhead expense Net income and EPS expected to beat budget as a result of lower non-operating expenses 11 Second Quarter Fiscal Year 2007 Performance Forecast Budget 2Q '07 2Q '07 Difference Revenues LATAM $217 $213 $4 Europe 63 62 1 Campus Based Totals 280 275 5 Online 71 69 2 Total Revenues $351 $344 $7 EBIT Campus Based - LATAM $64 $63 $1 Campus Based - Europe 5 6 (1) Campus Based - Overhead (7) (6) (1) Campus Based Totals $62 $63 ($1) Online 11 11 0 Corporate G&A (13) (13) 0 Total EBIT ($61) ($61) ($0) Total Non-Operating (9) (14) 4 Pre-Tax Income 52 47 4 Net Income (continued ops) $46 $42 $4 EPS (Excl. FAS 123R) (1) $0.86 $0.78 $0.08

Review of Loyal Operating Outlook Research Commentary Project Honor Equity research analysts’ opinions of Loyal differ significantly Several analysts anticipate a pullback in share price if the proposed $60.50 transaction is not approved by shareholders Expected decrease between 5% to 40%, implying “broken deal” trading values of $42 - $56 per share 12 Broker Date Price Target / Rating Commentary Stifel Nicolaus 3/2/2007 $62 ($62 Before) / Buy “We would assign the following probabilities to the following scenarios; 60% that the deal goes through as is, 25% that the current price is sweetened by the buyout group, 10% that a higher bid emerges and 5% that no deal is consummatedAssuming the following prices - $60.50 with current deal, $61.50 sweetened price, $62.50 higher bid, and $58 under no deal - the implied value is about $60.80.” Signal Hill 3/19/2007 NA (NA Before) / Hold “In fact, we believe that if the deal is voted down, shareholders would likely be left with a $110 million break - up bill (per the proxy), no Doug Becker and an asset trading well below current levels we would expect the st ock, largely in the hands of arbitrageurs, to drop 20% - 40% from current levels.” Robert W. Baird 3/20/2007 $60 ($60 Before) / Neutral “We are maintaining our Neutral rating and $60 price target, which is based on the buyout offer of $60.50 and implied 30. 4x our 2007 EPS estimate of $1.99…If shareholders were to reject the offer, the stock price could decrease to previous levels or below.” Bear Stearns 4/9/2007 NA (NA Before) / NA “While holders representing 17% of common stock have indicated their intenti on to vote against the deal, given the $3 - $8 anticipated drop in share price that would likely occur, the alternative is not so pleasant should the deal fall through, we would expect the stock to fall 5 - 10% , which we would view as a highly attractive buying opportunity.” Lehman Brothers 4/27/2007 $62 ($53 Before) / Equal weight “the proposed $60.50 buyout offer, which we view as too low. Assigning a 20x multiple to LAUR’s 2010 EPS goal of $5.00 implies a $100 price for LAUR shares in less than 4 year simplied a present value in the low $70s As such, we recommend that investors consider not supporting the proposed transaction unless management offers a materially higher price.”

Review of Loyal Operating Outlook Risks to Current Public Market Valuation Company Specific Concerns Project Honor 1. Notes See Reg G reconciliation at the end of this presentation for 2003–2005 EPS figures 2. Excludes $0.13 expense from minority share purchase agreement; see Reg G reconciliation in 1 March 2007 earnings press release 3. Implied EPS to reach $5.00/share in 2010 at constant growth rate Management's vision for accelerated EPS growth may be hindered by factors such as slowing enrollment growth in existing markets The publicly disclosed 2010 vision for EPS of $5.00, upon which many analysts base their valuations assumes almost 1000bps higher growth in 2009 and 2010 than projected for 2007 and 2008 Other key factors affecting Loyal’s valuation include: Increased volatility as company expands in higher-risk countries Reduced visibility due to student mix shift towards shorter programs 13 The 2010 “Vision” Implies Accelerating EPS Growth(1) $/Share Source I/B/E/S estimates as of 26 March 2007 EPS Growth Rate: 0.00 1.00 2.00 3.00 4.00 5.00 6.00 0.91 1.26 1.66 2.09(2) 2.48 3.00 5.00 3.91(3) 2003 2004 2005 2006 2007E 2008E 2009E 2010E 19% 21% 29% 29% 26% 32% 38% I/B/E/S Estimates Management “Vision” for 2010 Total Campus-Based Enrollment Growth Excluding Acquisitions % Source Company filings Source Moody’s (2/2/2007) and S&P (1/8/2007); Non investment grade includes Brazil, Costa Rica, Ecuador, Honduras, Panama, Peru and Turkey Percentage of Total Revenue by Country Risk Rating (2) % Percentage of Total Students (Online and Campus-Based) by Type % Assumes No Acquisitions Assumes All Unidentified Acquisitions in Non-Investment Grade Countries 2010E <1 34% (14%) 14% 20% 37% 0% 20% 40% 60% 80% 100% 2003 2006 Investment Grade Non-Investment Grade 11 16 20 20 0 5 10 15 20 25 2003 2004 2005 2006 71% 61% 0% 20% 40% 60% 80% 100% 2003 2006 Undergraduate Typically, Four Years or More in Length Working Adult, Graduate and Online Typically, Two Years in Length

Review of Loyal Operating Outlook Risks to Current Public Market Valuation (cont’d) Competitive Landscape and Public Market Trading Concerns Project Honor Notes 1. Post-secondary education space includes SIC classifications for admin of education programs, business and secretary schools, colleges and universities, data processing schools, job training, junior colleges, schools and educational services, and vocational schools 2. Includes unidentified acquisitions; assumes 80% of acquisitions in non-investment grade countries As competitors enter the international, post-secondary education space, high quality acquisitions are becoming increasingly more difficult and expensive Loyal’s public market valuation is highly sensitive to short-term event risk The stock was down ~20% due to weak inquiries at one division Loyal spent 6 years rebounding from 1998 volatility in stock price 14 International M&A Activity in Post-Secondary Education Space (1) Number of Transactions Per Year 0 20 40 60 80 100 120 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Source Thomson Financial; includes all mergers announced from 1980 to 2006 in which target nation was non-USA/Canada Shifting Competitive Landscape 2003 Competitors were local and weak Few international competitors 2006 and Beyond Asia New Oriental (~$1.5Bn USD market capitalization) Raffles, Singapore (~$1.6Bn USD market capitalization) Barings Private Equity potentially enters China market Brazil Anhanguera—raised over $200MM in IPO (~$1Bn USD market capitalization) Estacio de Sa—announced intentions for IPO ($400MM USD estimated annual revenues) Costa Rica Universidad Latina acquired by UNITEC, a large private university in Mexico Mexico Universidad Latinoamericana acquired by Carlyle Group (private equity) Entity controlled by Carlos Slim acquires UNITEC real estate assets Puerto Rico Leeds Equity Partners acquired Instituto de Banca y Comercio, the largest private Puerto Rico based post-secondary institution U.S. strategic players expected to be more active internationally (Apollo Group, EDMC, Career Education) Source FactSet Event Risk Can Have Dramatic Impact on Stock $/Share 40 45 50 55 60 Aug-06 Jul-06 Jun-06 Jun-06 May-06 Apr-06 Mar-06 Laureate announces weak inquiries in online division 4/27/2006 Stock down ~$9, or 19%, over 5-month period Prior Periods of Volatility and Change have Impaired Stock Performance 0 10 20 30 40 50 60 70  Mar-07 Dec-05 Oct-04 Aug-03 May-02 Mar-01 Dec-99 Oct-9 8 Aug-97 Jun-96 Mar-95 Jan-94 Source FactSet 3/3/2000 Sale of Prometric Division 3/3/2003 Sale of K-12 Division 6 Years to Return to 1998 Stock Price

Review of Loyal Operating Outlook Key Recent Market Events Project Honor 15 Apollo Announced positive Q1 results on February 7, 2007, helping the stock rebound from its fourth quarter 23% drop On April 2, 2007, Gregory Capelli, a well-respected research analyst, was hired to run international corporate development On April 25, 2007, Apollo announced that it will not meet its previously disclosed intended filing date of April 30, 2007, but will file its delinquent reports by May 25, 2007 On May 4, 2007, board members Hedy Grovenar and John Blair resigned and will take up board posts at subsidiaries University of Phoenix and Western International University, respectively Career Education On April 2, 2007, the United States District Court dismissed a securities fraud suit filed against certain officers and directors On April 20, 2007, the DOJ dropped its investigation regarding the company’s statements and claims to the DOE Reported earnings after market close on May 3, 2007; shares rose over 20% the next day due to positive signals regarding student starts and enrollment growth Corinthian Colleges Announced several management changes as a part of its turnaround strategy February 26, 2007, appointed Frank Stryjewski as WyoTech division president March 26, 2007, appointed Steve Quattrociocchi as CCi Online division president On March 15, 2007, CalPERS released its annual list of underperforming companies that included COCO DeVry On April 27, reported solid Q3 results; stock rose 16% to its 52-week high as a result of increased student enrollments and an analyst upgrade ITT Educational Services Shares hit 52-week high on May 9, a 25% increase since reporting Q1 improvements in new student enrollments and retention on April 26 Anhanguera Brazilian IPO of education institution Anhanguera increased valuation expectations among owners, slowing down potential sale as they are considering pursuing an IPO Loyal’s “comparable” companies differ in geographic focus and breadth of program offerings resulting in significant differences in valuation across companies Only 20% of Laureate’s business competes with US post-secondary peers The broadly defined peers are bifurcated into two buckets ITT and DeVry continue to outperform expectations on the strength of a focused IT strategy Career Education, Corinthian Colleges, and Apollo have recently turned the corner on accounting issues and their valuations have picked up dramatically

Sector Indexed Share Price Performance Since Offer (1/25/07) % Review of Loyal Operating Outlook Peer Trading Performance Since Announcement 1/25/07 - Current 16 ESI 49% DV 17% COCO 8% STRA 13% APOL 16% CECO 27% Apollo Group Career Education Corinthian Colleges DeVry ITT Educational Services Strayer Education Source FactSet Project Honor Laureate’s peers have traded up recently given idiosyncratic issues Many investors have been expecting ITT and DeVry to experience slowing growth However, they continue to outperform expectations April 26: ITT reported Q1 student enrollments up 12.4% Y-O-Y and a 210bps improvement in persistence rates, the single largest improvement since the company began reporting this metric April 27: DeVry reported undergraduate student enrollment growth of 5.5% Y-0-Y May 3: Career Education announced 12% Y-O-Y growth in both on-campus and online starts; the Company has also announced the dismissal of several pending law suits

CONFIDENTIAL Comparable Companies Analysis Project Honor LTM Aggregate Value / EBITDA(1) (x) 6.2 11.5 18.8 16.6 16.2 16.2 10.8 8.7 17.5 17.2 20.8 17.3 15.4 10.4 5 10 15 20 25 Loyal DeVry ITT Educational Strayer Corinthian Colleges Apollo Group Career Education 1/25/2007 5/31/2007 1/25/07 Average: 13.2x 5/29/07 Average: 15.7x   2007E Aggregate Value / EBITDA(1) (x) 7.8 11.7 8.6 9.6 12.8 13.6 14.6 14.7 9.8 12.5 14.7 18.2 16.6 15.1 5 10 15 20 25 Loyal Strayer ITT Educational DeVry Corinthian Colleges Apollo Group Career Education 1/25/2007 5/31/2007 1/25/07 Average: 11.7x 5/29/07 Average: 14.1x  2008E Aggregate Value / EBITDA(1) (x)  6.9 8.9 7.8 7.8 10.6 11.4 12.0 12.8 10.4 9.9 12.2 14.9 14.0 13.1 5 10 15 20 25 Loyal Strayer ITT Educational DeVry Corinthian Colleges Career Education Apollo Group 1/25/2007 5/31/2007 1/25/07 Average: 9.9x 5/29/07 Average: 11.9x  LTM Price / EPS(1) (x)  16.5 19.9 28.1 28.7 31.6 33.5 34.6 33.8 26.7 37.8 33.4 47.3 41.3 30.8 10 15 20 25 30 35 40 45 50 Loyal DeVry Corinthian Colleges Strayer ITT Educational Career Education Apollo Group 1/25/2007 5/31/2007 1/25/07 Average: 29.5x 5/29/07 Average: 33.9x   2007E Price / EPS(1) (x)  16.7 18.6 20.2 23.8 26.3 27.7 28.3 24.4 27.7 32.4 29.5 33.5 29.8 25.2 10 15 20 25 30 35 40 45 50 Loyal DeVry Corinthian Colleges Strayer ITT Educational Career Education Apollo Group 1/25/2007 5/31/2007 1/25/07 Average: 23.9x 5/29/07 Average: 28.1x  2008E Price / EPS(1) (x) 16.0 15.8 17.8 20.1 22.4 21.2 21.9 19.7 22.1 26.7 24.7 25.6 26.4 20.4 10 15 20 25 30 35 40 45 50 Loyal Corinthian Colleges DeVry Strayer ITT Educational Career Education Apollo Group 1/25/2007 5/31/2007 1/25/07 Average: 19.9x 5/29/07 Average: 23.1x  17 Note 1. Source: Company filings and research; Loyal 1/25/2007 represents a share price of $60.50; 5/31/2007 represents a share price of $62.00

Review of Loyal Operating Outlook R$512MM IPO of Anhanguera Educacional Priced March 8th, 2007 Project Honor 18 Anhanguera Profile Anhanguera Educacional (“Anhanguera”) is one of the main for-profit post secondary institutions in Brazil Anhanguera has 13 campus located in the interior of the State of São Paulo Plans to open 6 new units in 2007 Each campus has an average of 2,000 to 7,000 students Students Enrolled in 2006: 29,579 Anhanguera’s IPO was the first in the Brazilian education sector. The Company went public in March 2007, selling approximately 25% of its shares for R$445MM Anhanguera was the first for-profit post secondary institution to go public in Brazil Offering was rumored to be 10x oversubscribed Source Economática 03/10/07: Acquisition of Faculdade Fênix de Bauru for R$6.5MM 04/10/07: Acquisition of Faculdade Integração Zona Oeste for R$35.6MM Valuation Multiples Source Economática and non-published sources @ IPO Current Note 1. As of May 29, 2007 (1) 03/19/07: Greenshoe Exercised Financial Highlights R$ MM 2004 2005 2006 2007E 2008E Net Revenues 52.1 81.3 112.5 247.9 471.5 EBITDA 8.2 14.5 21.6 52.0 109.1 EBITDA Mg 15.7% 17.9% 19.2% 21.0% 23.1% Net Income 0.4 8.3 11.1 43.3 90.7 Net Debt 6.1 2.9 7.2 (241.5) (138.0) Shds Equity 27.7 54.8 121.6 494.8 585.5 Total Assets 47.1 74.0 166.2 548.1 663.7 Offering Summary Launch Date February 16, 2007 Pricing Date March 8, 2007 Total Offer Amount ( post - s hoe) R$ 512.3 MM Corporate Governance Level 2 Unit Price R$ 18.00 Unit Composition 1ON + 6 PN # Units Offered ( post - shoe) 2 8, 462, 5 00% Primary /% Seco ndary 8 3.3% / 1 6.7% Filing Range R$ 14.00 - 18.00 Ticker (Bovespa) Unit: AEDU11 Operational Highlights 2004 2005 2006 Students Enrolled 10,830 17.571 29,579 New Enrollments 5,678 9,653 14,101 Operational Units 8 10 13 Avg. Monthly Tuition (R$) 466.1 474.5 508.8  Share Price Performance As of May 29, 2007 15 17 19 21 23 25 27 29 31 9-Mar 22-Mar 4-Apr 18-Apr 2-May 15-May 29-May 0 122 245 Volume Price 29.8x 62.4x 22.3x 46.7x 10x 30x 50x 70x '07E P/E '08E P/E '07E P/E '08E P/E

Project Honor Section 3 Valuation Summary

Project Honor Wall Street research projections are generally inline with the management case without acquisitions The management case with acquisitions reflects significantly higher estimates relative to Wall Street research – 41% higher revenue in 2012 – 59% higher EBITDA in 2012 Valuation Summary Loyal Financial Projections Revenue $MM 2,571 2,285 2,030 1,783 1,544 1,337 2,688 2,365 2,060 1,768 1,494 1,307 3,618 3,151 2,713 2,257 1,794 1,403 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 2007 2008 2009 2010 2011 2012 Research Mgmt. without Acq. Mgmt. with Acq. Source Wall Street Equity Research and Company Projections 605 538 465 398 292 253 713 612 517 425 336 270 963 816 679 543 404 292 0 200 400 600 800 1,000 1,200 2007 2008 2009 2010 2011 2012 Research Mgmt. without Acq. Mgmt. with Acq. EBITDA $MM Source Wall Street Equity Research and Company Projections

Valuation Summary Loyal Valuation Summary Project Honor 20 $ Per Share Research Management - Acq. Assumptions Precedent Transactions 11.0-12.0x 2006A EBITDA 9.5-10.5x 2007E EBITDA 9.7x 2007E EBITDA (1) Precedent Premia 20-30% premium on 30 days prior closing price (2) Public Comparables 10.0-15.0x 2007E EBITDA Disc. Future Share Price 9.0-12.0x forward EBITDA Midpoint of 2008-2010 DCF 8.5x terminal multiple 11-13% WACC LBO 6.9x leverage 20-25% returns 8.5-9.5x 2011 forward exit multiple Public Comparables Discounted Cash Flow Leveraged Buyout Disc. Future Stock Price Notes 1. Forward multiple paid for EDMC 2. As of 1/25/07 3. 12-month price targets discounted at 14% $62.00 Offer Management – No Acq. Represents Value at EDMC Transaction Multiple Precedent Transactions Precedent Premia LTM Trading Range Research Price Targets 58 73 62 $48.63 30 Days Prior (2) (3) (2) (2) 41 48 55 56 35 39 40 44 49 56 69 40 46 57 41 63 62 65 53 61 75 56 71 58 48 70 25 30 35 40 45 50 55 60 65 70 75 80 Research Management - No Acquisitions Management - Acquisitions Research Management - No Acquisitions Management - Acquisitions Research Management - No Acquisitions Management - Acquisitions Research Management - No Acquisitions Management - Acquisitions

Valuation Summary Discounted Future Share Price Based on 2010E EPS Project Honor Loyal 2007E P/E Multiple(2) Cost of Equity YE 2009 13.0% 14.0% 15.0% Forward P/E Multiple $4.00 $4.50 $5.00 $4.00 $4.50 $5.00 $4.00 $4.50 $5.00 2010 EPS 15.0x $44.20 $49.73 $55.25 $43.24 $48.65 $54.05 $42.31 $47.59 $52.88 Share Price(1) (18%) (8%) 2% (20%) (10%) 0% (22%) (12%) (2%) % Premium to Current 17.0 $50.10 $56.36 $62.62 $49.01 $55.13 $61.26 $47.95 $53.94 $59.93 (7%) 5% 16% (9%) 2% 14% (11%) 0% 11% 19.0 $55.99 $62.99 $69.99 $54.77 $61.62 $68.46 $53.59 $60.29 $66.99 4% 17% 30% 2% 14% 27% (1%) 12% 24% 21.0 $61.88 $69.62 $77.36 $60.54 $68.10 $75.67 $59.23 $66.63 $74.04 15% 29% 43% 12% 26% 40% 10% 24% 37%

Valuation Summary Loyal Valuation Matrix Project Honor 22 Notes LTM High as of 1/25/2007 Based on 51.583MM shares outstanding, 0.166 restricted shares, and 5.201MM options with an average exercise price of $24.37 Based on Q1 2007 net debt of $415MM including $530MM debt, $62MM minority interest, and $115MM of cash Assumes $300MM high yield issuance on 6/30/07 Based on adjusted aggregate value which includes net debt of $538MM as of 6/30/07E for management with acquisitions case Represents EDMC Transaction Multiple; 2006E EBITDA multiple corresponds to $36/share for Loyal Loyal Valuation Matrix Premium / Discount to Equity Agg. Mgmt. with Acq. Research Mgmt. with Acq. Research Research Share 30 Days LTM LTM Value (2) Value (3) Price/Earnings (4) Price/Earnings Agg. Value/EBITDA (5) Agg. Value/EBITDA Equity Value/FCF Price 1/25/2007 Prior Sep. 8th High (1) Low ($Bn) ($Bn) 2006A 2007E 2008E 2007E 2008E 2006A 2007E 2008E 2007E 2008E 2007E 2008E Statistic $53.92 $48.63 $46.97 $55.22 $40.52 $110 $134 $196 $135 $166 $211 $292 $404 $253 $292 $90 $151 $40.00 (26%) (18%) (15%) (28%) (1%) $2,151 $2,567 19.4x 16.0x 11.0x 15.9x 12.9x 12.2x 9.2x 6.7x 10.1x 8.8x 24.0x 14.2x 42.50 (21%) (13%) (10%) (23%) 5% 2,294 2,709 20.7 17.1 11.7 16.9 13.7 12.8 9.7 7.0 10.7 9.3 25.6 15.2 45.00 (17%) (7%) (4%) (19%) 11% 2,436 2,851 22.0 18.1 12.4 18.0 14.6 13.5 10.2 7.4 11.3 9.8 27.2 16.1 47.50 (12%) (2%) 1% (14%) 17% 2,578 2,994 23.3 19.2 13.1 19.1 15.4 14.2 10.7 7.7 11.8 10.3 28.8 17.0 50.00 (7%) 3% 6% (9%) 23% 2,721 3,136 24.6 20.3 13.9 20.1 16.3 14.9 11.2 8.1 12.4 10.7 30.3 18.0 52.50 (3%) 8% 12% (5%) 30% 2,863 3,278 25.9 21.3 14.6 21.2 17.1 15.5 11.7 8.4 12.9 11.2 31.9 18.9 55.00 2% 13% 17% (0%) 36% 3,005 3,421 27.1 22.4 15.3 22.2 18.0 16.2 12.1 8.8 13.5 11.7 33.5 19.9 57.50 7% 18% 22% 4% 42% 3,148 3,563 28.4 23.4 16.0 23.3 18.9 16.9 12.6 9.1 14.1 12.2 35.1 20.8 60.50 12% 24% 29% 10% 49% 3,332 3,747 30.1 24.8 17.0 24.6 20.0 17.8 13.3 9.6 14.8 12.8 37.2 22.0 62.00 15% 27% 32% 12% 53% 3,404 3,819 30.7 25.4 17.4 25.2 20.4 18.1 13.5 9.8 15.1 13.1 38.0 22.5 65.00 21% 34% 38% 18% 60% 3,575 3,990 32.3 26.6 18.2 26.4 21.4 18.9 14.1 10.2 15.8 13.7 39.9 23.6 67.50 25% 39% 44% 22% 67% 3,717 4,133 33.6 27.7 19.0 27.5 22.3 19.6 14.6 10.5 16.3 14.2 41.5 24.6 70.00 30% 44% 49% 27% 73% 3,860 4,275 34.9 28.7 19.7 28.5 23.1 20.3 15.1 10.9 16.9 14.6 43.0 25.5 Indicates 12/27/06 Offer Indicates 6/1/07 Offer

Valuation Summary Selected Precedent Transactions 23 For-Profit Education—AV/LTM EBITDA x Median: 11.8x Target Acquirer Project Honor Education Mgmt. Corp. Goldman Sachs/ Providence Universidad Europea de Madrid Laureate Institute for Executive Development (“IEDE”) Laureate American Education Centers Inc. Education Mgmt. Corp. CDI Education Corporation Corinthian Career Choices/ East Coast Aero Tech. Corinthian Whitman Education Group Inc. Career Education Dominica Management, Inc. (Ross University) DeVry University Financial Training Company Kaplan Concorde Career Colleges Liberty Partners Educate Sterling Capital (2) Note 1. Based on Wall Street research estimates, Loyal trading multiples as of 1/25/07 2. Pending 3. Based on closing price 30 days prior to initial announcement on 1/28/07 Agg. Value ($MM) 3,145 173 7 116 37 59 232 310 89 97 516 The EDMC transaction represented a 19% and 16% premium to the company’s then EBITDA and P/E trading multiples The proposed transaction represents a 18% and 29% premium on an EBITDA and P/E basis to Loyal’s trading multiples based on the 30- days prior closing price (3) The long-term EPS growth rate of EDMC at the time of the transaction was 20% and Loyal’s is currently 22% Comparison of Trading versus Acquisition Multiples (1) Trading Acquisition LT EBITDA P/E EBITDA P/E % Premium to Trading (3) Growth LTM Forward Forward LTM Forward Forward EBITDA P/E EDMC 20% 9.8x 8.1x 23.8x 11.6x 9.7x 27.6x 18.6% 16.0% Loyal @ $62.00 22% 14.8x 12.1x 19.5x 17.5x 15.1x 25.2x 18.1% 28.9% 12.4 14.8 8.8 6.6 11.6 12.0 12.8 9.9 N/A N/A N/A 0.0 4.0 8.0 12.0 16.0 Mar-03 Mar-03 Mar-03 Jun-03 Jun-03 Jun-03 Apr-04 Dec-04 Mar-06 Jun-06 Sep-06

Valuation Summary Discounted Future Stock Price Analysis Research Project Honor 24 Loyal Discounted Share Price: Based on Forward EBITDA Multiple Range of 10.0x – 12.0x (1) $ 292 398 465 538 20.7% CAGR 22% 15% 36% 17% 16% Growth (%): Assuming a forward EBITDA range of 10.0x – 12.0x and assuming the Company meets its projections through 2008, the net present value of the implied future stock price until 12/31/08 would be $39 - $66 The net present value after 12/31/08 increases to $57 - $70 1-Year Forward EBITDA Estimates ($): 253 39/49 47/58 66/81 79/96 90/112 Projected Future Share Price ($): Notes Assumes 10.0x-12.0x and 14% cost of equity Assumes only 50% of cash available for repatriation to pay down debt Based on future share price and 1-Year forward EPS estimates of $2.49, $3.08, $3.92, and $4.63 respectively 15.7x/19.6x 15.2x/18.7x 17.0x/20.7x 17.1x/20.7x NA Implied Forward P/E Multiple(3): Current $62.00/share $68 $70 $39 $43 $54 $57 $59 $53 $66 30 45 60 75 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 $48

Valuation Summary Discounted Future Stock Price Analysis Management Without Acquisitions Project Honor 25 Loyal Discounted Future Share Price: Based on Forward EBITDA Multiple Range of 9.0x – 11.0x (1)(2) $ 270 336 425 517 612 22.8% CAGR 28% 25% 27% 22% 18% Growth (%): Assuming a forward EBITDA range of 9.0x – 11.0x and assuming the Company meets its projections through 2008, the net present value of the implied future stock price until 12/31/08 would be $37 - $61 The net present value after 12/31/08 increases to $52 - $68 1-Year Forward EBITDA Estimates ($): 37/47 46/58 59/75 73/91 87/108 Projected Future Share Price ($): Notes Assumes 9.0x-11.0x EBITDA multiple and 14% cost of equity Assumes only 50% of cash is available for repatriation to pay down debt Based on future share price and 1-Year forward EPS estimates of $2.44, $3.20, $4.22, $5.07, and $5.98 respectively 15.2x/19.3x 14.3x/18.2x 14.1x/17.7x 14.4x/18.0x 14.6x/18.1x Implied Forward P/E Multiple(3): Current $62.00/share $37 $42 $48 $52 $55 $65 $54 $68 $61 30 40 50 60 70 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 $47

Valuation Summary Discounted Future Stock Price Analysis Management With Acquisitions Project Honor 26 Loyal Discounted Share Price: Based on Forward EBITDA Multiple Range of 9.0x – 11.0x (1)(2) $ 1-Year Forward EBITDA Estimates ($): 292 404 543 679 816 29.3% CAGR Assuming a forward EBITDA range of 9.0x – 11.0x and assuming the Company meets its projections through 12/31/08, the net present value of the implied future stock price would be $41 - $75 The net present value after 12/31/08 increases to $65- $86 38% 38% 35% 25% 20% Growth (%): 41/52 54/69 73/92 91/115 111/138 Projected Future Share Price ($): Notes Assumes 9.0x-11.0x EBITDA multiple and 14% cost of equity Assumes only 50% of cash is available for repatriation to pay down debt Based on 1-year forward EPS estimates of $2.47, $3.50, $4.22, $5.67, and $7.22 respectively 16.6x/21.0x 15.4x/19.7x 17.3x/21.9x 16.2x/20.3x 15.4x/19.2x Implied Forward P/E Multiple(3:) Current $62.00/share $41 $50 $59 $65 $69 $86 $82 $64 $75 35 50 65 80 95 12/31/2006 12/31/2007 12/31/2008 12/31/2009 12/31/2010 $52

Valuation Summary LBO Analysis Assumes Capital Structure Based on April 2007 Rating Agency Presentation Project Honor 27 The capital structure assumes: Rollover debt of $150MM Term loan B of $585MM Senior notes of $685MM Senior unsecured notes of $310MM 10% option pool for management  Research Case YE 2011 Illustrative IRR Forward Exit Multiple 20.0% 22.5% 25.0% 8.5x $44 $42 $40 9.0x $46 $44 $42 9.5x $48 $46 $43  Management Case without Acquistions YE 2011 Illustrative IRR Forward Exit Multiple 20.0% 22.5% 25.0% 8.5x $51 $48 $46 9.0x $53 $51 $48 9.5x $56 $53 $50  Management Case with Acquistions YE 2011 Illustrative IRR Forward Exit Multiple 20.0% 22.5% 25.0% 8.5x $64 $61 $57 9.0x $68 $64 $60 9.5x $71 $67 $63

Project Honor Appendix A Supplemental Analysis

Supplemental Analysis DCF Analysis Project Honor 28 Notes Based on $415MM net debt at 3/31/07 Based on 51.583MM shares outstanding, 0.166 restricted shares, and 5.201MM options with an average exercise price of $24.37 Management Case without Acquisitions As of June 30, 2007 11.0% 12.0% 13.0% Discount Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple Present Value of: Cash Flows $601 $601 $601 $586 $586 $586 $572 $572 $572 Terminus 3,063 3,255 3,446 2,942 3,126 3,310 2,827 3,004 3,180 Aggregate Value $3,664 $3,856 $4,047 $3,528 $3,712 $3,896 $3,398 $3,575 $3,752 Equity Value (1) 3,161 3,353 3,544 3,025 3,209 3,393 2,895 3,072 3,248 Value per Share (2) $58 $61 $65 $55 $59 $62 $53 $56 $59 % Value in Terminus 84% 84% 85% 83% 84% 85% 83% 84% 85% Implied Perpetual Growth 4% 5% 5% 5% 6% 6% 6% 7% 7% Implied 2007E EBITDA Mult. 13.6x 14.3x 15.0x 13.1x 13.8x 14.5x 12.6x 13.3x 13.9x Research Case As of June 30, 2007 11.0% 12.0% 13.0% Discount Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple Present Value of: Cash Flows $461 $461 $461 $449 $449 $449 $438 $438 $438 Terminus 2,689 2,857 3,025 2,583 2,744 2,905 2,481 2,636 2,791 Aggregate Value $3,150 $3,318 $3,486 $3,032 $3,193 $3,355 $2,920 $3,075 $3,230 Equity Value (1) 2,734 2,902 3,070 2,617 2,778 2,939 2,504 2,659 2,815 Value per Share (2) $50 $53 $56 $48 $51 $54 $46 $49 $52 % Value in Terminus 85% 86% 87% 85% 86% 87% 85% 86% 86% Implied Perpetual Growth 6% 6% 6% 7% 7% 7% 8% 8% 8% Implied 2007E EBITDA Mult. 12.4x 13.1x 13.8x 12.0x 12.6x 13.2x 11.5x 12.1x 12.8x

Supplemental Analysis DCF Analysis Project Honor 29 Notes Based on $415MM net debt at 3/31/07 Based on 51.583MM shares outstanding, 0.166 restricted shares, and 5.201MM options with an average exercise price of $24.37 Management Case with Acquisitions As of June 30, 2007 11.0% 12.0% 13.0% Discount Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple Present Value of: Cash Flows $323 $323 $323 $310 $310 $310 $298 $298 $298 Terminus 4,080 4,335 4,590 3,919 4,164 4,409 3,765 4,001 4,236 Aggregate Value $4,403 $4,658 $4,913 $4,229 $4,474 $4,719 $4,063 $4,298 $4,534 Equity Value (1) 3,865 4,120 4,375 3,691 3,936 4,181 3,525 3,760 3,996 Value per Share (2) $71 $75 $80 $68 $72 $77 $65 $69 $73 % Value in Terminus 93% 93% 93% 93% 93% 93% 93% 93% 93% Implied Perpetual Growth 5% 5% 6% 6% 6% 7% 7% 7% 8% Implied 2007E EBITDA Mult. 15.1x 16.0x 16.8x 14.5x 15.3x 16.2x 13.9x 14.7x 15.5x

Supplemental Analysis DCF Tax Sensitivity Management Case With Acquisitions Project Honor 30 Notes 1. Base case equal to $72/share assuming company’s tax rate projections which range from 9-20% depending on year (1) 11.0% 12.0% 13.0% Discount Rate Tax Rate 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 8.0x 8.5x 9.0x 2011 Forward Exit Multiple 10.0% $72 $76 $81 $68 $73 $77 $65 $70 $74 Equity Value/Share 1.2% 1.1% 1.1% 1.2% 1.2% 1.1% 1.3% 1.2% 1.1% % Premium from Base Case 15.0% $70 $75 $80 $67 $72 $76 $64 $68 $73 (0.6%) (0.6%) (0.6%) (0.6%) (0.6%) (0.6%) (0.7%) (0.6%) (0.6%) 20.0% $69 $74 $78 $66 $70 $75 $63 $67 $72 (2.5%) (2.3%) (2.2%) (2.5%) (2.4%) (2.2%) (2.6%) (2.4%) (2.3%) 22.0% $69 $73 $78 $65 $70 $74 $62 $67 $71 (3.2%) (3.0%) (2.8%) (3.3%) (3.1%) (2.9%) (3.4%) (3.1%) (3.0%) 25.0% $68 $72 $77 $65 $69 $74 $62 $66 $70 (4.3%) (4.0%) (3.8%) (4.4%) (4.1%) (3.9%) (4.5%) (4.2%) (4.0%) 30.0% $66 $71 $76 $63 $68 $72 $60 $65 $69 (6.1%) (5.7%) (5.4%) (6.3%) (5.9%) (5.5%) (6.4%) (6.0%) (5.7%) 35.0% $65 $70 $75 $62 $67 $71 $59 $63 $68 (8.0%) (7.5%) (7.0%) (8.2%) (7.6%) (7.2%) (8.4%) (7.8%) (7.4%) Management Case with Acquisitions As of June 30, 2007

Project Honor Supplemental Analysis Loyal Recent Cost Basis Estimation Growth GARP Value Hedge Other 47 45 34 34 38 35 16 16 13 13 3 44 46 1 1 2 1 2 4 3 0 20 40 60 80 100 1Q07 4Q06 3Q06 2Q06 Investor Distribution As a % of Institutional Investor Type Note 1. As of 1Q07. Excludes index funds 31 Source Thomson Financial Services, Factset Increase in Position Decrease in Position Top 30 Current Institutional Investors in Laureate Education (1) Position In Shares (000s) Institutional Investor Style Equity Assets ($Bn) % of TSO Estimated Effective Cost Per Share March-07 December-06 September-06 June-06 March-06 December-05 September-05 June-05 T. Rowe Price Associates GARP 233.2 8.2 $49.56 4,227.8 4,240.2 4,169.6 3,934.5 3,538.8 2,560.2 2,571.3 1,954.5 Select Equity Group, Inc. GARP 6.2 7.9 $50.87 4,052.7 3,073.3 2,373.5 1,790.3 1,671.4 2,113.3 2,928.6 2,344.2 William Blair & Company Growth 41.2 7.0 $47.92 3,602.0 4,942.5 4,444.5 4,017.0 3,611.3 3,624.4 3,528.5 2,947.3 Sowood Capital Management, L.P. Hedge Fund 2.5 2.8 $57.18 1,444.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 BlackRock Financial Management, Inc. Core Growth 52.8 2.7 $52.47 1,387.3 1,117.8 1,213.3 1,503.2 1,123.0 880.6 791.1 844.1 Prescott Investors, Inc. Core Growth 1.4 2.6 $50.91 1,326.6 1,327.1 1,326.9 1,326.9 1,326.9 1,326.9 1,326.9 1,328.4 Westfield Capital Management Company Core Growth 10.0 2.4 N/A 1,218.4 1,287.3 1,324.1 1,339.5 1,379.8 1,414.6 1,644.4 1,683.2 Pequot Capital Management, Inc. Aggres. Gr. 5.3 2.3 $53.81 1,196.5 542.2 127.0 0.0 0.0 0.0 0.0 0.0 Ruane, Cunniff & Goldfarb GARP 12.6 1.6 $49.99 810.8 701.4 701.7 564.4 275.9 279.7 279.7 279.7 EARNEST Partners, LLC Core Value 19.5 1.2 $50.56 620.7 626.4 644.0 681.1 683.5 498.8 437.6 345.5 D. E. Shaw & Co. Hedge Fund 47.3 1.1 $57.04 587.5 0.0 7.0 10.2 0.0 0.0 0.0 0.0 Alpine Associates L.P. Hedge Fund 2.6 1.0 $57.18 536.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Geneva Capital Management Ltd. Aggres. Gr. 1.3 1.0 $49.18 490.9 360.9 335.2 0.0 0.0 0.0 0.0 0.0 Next Century Growth Investors Aggres. Gr. 2.0 0.8 $48.11 432.4 428.3 410.5 636.6 617.8 592.1 576.1 471.3 Kalmar Investments GARP 2.5 0.8 $50.19 420.4 1,049.7 1,064.1 1,066.9 1,078.0 1,012.6 1,005.0 964.5 Westchester Capital Management, Inc. Hedge Fund 1.8 0.8 $57.18 420.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Gilder, Gagnon, Howe & Co., L.L.C. GARP 9.7 0.8 $47.89 412.4 428.2 428.9 433.5 442.6 451.8 241.0 0.0 Millennium Management Core Value 12.2 0.8 $54.41 401.6 70.6 17.4 146.3 8.5 0.0 0.0 9.2 Teacher Retirement System of Texas GARP 72.1 0.8 $49.10 393.3 392.3 387.9 386.8 363.0 367.0 368.0 364.0 Eaton Vance Management Core Growth 46.4 0.7 $57.18 379.8 312.2 441.6 492.7 520.2 520.2 520.2 597.7 Minneapolis Portfolio Management Group, L.L.C. Growth 0.6 0.7 $47.47 371.2 470.3 441.2 291.0 262.2 236.2 220.5 162.2 Rockbay Capital Advisors Hedge Fund 0.4 0.7 $57.18 343.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Roxbury Capital Management Core Growth 2.8 0.6 $46.83 296.0 825.5 749.4 650.7 708.8 687.5 758.5 494.8 Findlay Park Partners LLP Aggres. Gr. 1.8 0.6 $47.96 291.4 291.4 291.4 180.5 0.0 0.0 0.0 0.0 J.P. Morgan Securities Broker-Dealer 3.3 0.5 $56.98 269.4 0.2 4.9 0.0 0.0 0.0 0.0 0.0 Steadfast Financial, L.L.C. Core Value 0.8 0.5 $57.18 269.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Neuberger Berman GARP 91.4 0.5 $48.63 261.9 656.9 649.0 668.9 500.4 466.8 431.1 326.1 Cortland Associates, Inc. GARP 0.3 0.5 $49.50 260.4 263.7 267.6 267.1 258.1 257.3 255.8 257.6 College Retirement Equities Fund GARP 179.3 0.5 $50.42 258.6 233.0 232.1 259.8 269.5 258.0 255.4 214.2 SuttonBrook Capital Management, L.P. Hedge Fund 1.7 0.5 $57.18 240.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total 52.8 27,222.8 23,641.5 22,052.8 20,647.7 18,639.6 17,547.9 18,139.4 15,588.3 Volume Weighted Average Price by Quarter $57.18 $50.91 $45.95 $49.19 $53.06 $50.65 $45.47 $45.27

Supplemental Analysis Wall Street Research Perspectives Prior to 1/28/07 Merger Announcement Project Honor 32 Loyal trading at $53.92(1) The average of the present value of research analyst stock price targets was $52.72, which represented a 2% discount to the then current stock price Notes As of 1/25/2007 Based on 12-month price target and 14% cost of equity; N/A indicates that broker does not indicate time frame for price target Price % Premium to PV of Price Valuation EPS Estimates Firm Date Target to Current Target (2) Methodology Recommendation 2007E 2008E 2009E Stifel Nicolaus 10/20/2006 $62.00 15% $56.31 P/E Multiple Buy $2.50 NA NA Morgan Stanley 1/19/2007 $60.00 11% $52.75 DCF/EVA Overweight $2.60 $3.35 $4.06 Robert W. Baird 11/22/2006 $60.00 11% $53.85 P/E Multiple Outperform $2.50 NA NA Credit Suisse 10/20/2006 $60.00 11% $54.50 P/E Multiple Outperform $2.50 NA NA Piper Jaffray 10/20/2006 $60.00 11% N/A P/E Multiple Outperform $2.49 NA NA SunTrust Robinson 10/19/2006 $58.00 8% $52.70 P/E Multiple Buy $2.41 NA NA Citigroup 12/19/2006 $57.00 6% $50.67 DCF Hold $2.42 $3.01 NA Bank of America 1/22/2007 $55.00 2% $48.30 P/E Multiple Neutral $2.50 $3.06 NA BMO Capital Markets 10/20/2006 $55.00 2% N/A P/E Multiple Outperform $2.47 NA NA Lehman Brothers 10/20/2006 $53.00 (2%) N/A P/E Multiple Equal Weight $2.46 NA NA William Blair & Co. 11/27/2006 N/A N/A N/A P/E Multiple Outperform $2.48 NA NA Signal Hill 10/20/2006 N/A N/A N/A P/E Multiple Buy $2.51 $3.05 NA Mean $58.00 8% $52.72 $2.49 $3.12 $4.06 Median $59.00 9% $52.75 $2.50 $3.06 $4.06

Supplemental Analysis Transaction Sources & Uses - $60.50/Share Offer Source: April 2007 Rating Agency Presentation Project Honor 33 Notes Based on 3/31/07 adjusted LTM EBITDA of $250MM Sources of Funds Uses of Funds ($MM) ($MM) Debt: Leverage (1) Purchase Equity 3,319 Rollover Debt (2) 150 4% 0.6x Rollover Debt 150 Term Loan B 585 15% 2.9x Repay Existing Debt 378 Senior Unsecured Notes 685 17% 5.7x Minimum Cash Balance 10 Senior Subordinated Notes 310 8% 6.9x Fees 146 Total Debt $1,730 43% 6.9x Cash on Balance Sheet $91 2% Total Equity $2,182 55% Total Sources $4,003 100% Total Uses $4,003

Project Honor Appendix B Other Considerations

Other Considerations Laureate’s EBITDA Multiple Exceeds Recent LBO Transactions (1) Project Honor LTM EBITDA Multiple x 34 8.8 9.0 9.4 9.8 14.6 12.3 11.6 17.5 8.9 10.2 12.0 8.2 10.5 14.4 18.1 12.1 11.6 9.8 9.3 10.6 9.2 7.5 14.1 12.3 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 Nov-03 Mar-04 Apr-04 Jun-04 Jul-04 Sep-04 Oct-04 Jul-05 Mar-05 May-05 Jun-05 Nov-05 Mar-06 Mar-06 May-06 May-06 Jun-06 Aug-06 Nov-06 Nov-06 Dec-06 Dec-06 Dec-06 Dec-06 Feb-07 Source Capital IQ and Thomson Median 10.6x Laureate LBO 17.5x Note 1. U.S. LBO transactions between $2Bn–$9Bn, 1 January 2003–15 March 2007, excluding REITS Company MGM Extended Stay America Insight Comm. Wyndham Int’l EDMC Kerzner Int’l West Corp. Aleris Int’l OSI Restaurant Partners PanAmSat Corp. Station Casinos Loews Cineplex Readers Digest Select Medical La Quinta Sabre Holdings Michaels Stores Texas Genco Holdings Warner Music Group ADESA Triad Hospitals ARAMARK Corp Toys “R” Us Inc. Realogy Corp. Neiman Marcus Group N/A

Other Considerations Unprecedented Equity Contribution Level in an LBO Transaction Project Honor Notes U.S. LBO transactions between $2Bn–$9Bn, 1 January 2003 – 15 March 2007, excluding REITS Equity contribution calculated as a percentage of total aggregate value 35 Source Proxy statements Equity Contribution (1) % Company MGM Extended Stay America Insight Comm. Wyndham Int’l (2) EDMC Kerzner Int’l West Corp. Aleris Int’l OSI Restaurant Partners PanAmSat Corp. Station Casinos Loews Cineplex Readers Digest Select Medical La Quinta Sabre Holdings Michaels Stores Texas Genco Holdings Warner Music Group ADESA Triad Hospitals ARAMARK Corp. Toys “R” Us Inc Realogy Corp. Neiman Marcus Group Equity Contribution ($MM): 1,050 447 680 898 1,600 762 1,300 1,445 550 500 710 1,300 1,780 783 1,441 2,095 1,012 2,184 1,990 1,000 1,003 815 N/A 1,386 830 Median 26.8% Laureate LBO 55% ($2,182MM) N/A 31 17 30 17 20 15 40 35 24 24 31 26 28 30 31 24 22 27 36 20 17 28 24 33 0 10 20 30 40 50 60 Nov-03 Mar-04 Apr-04 Jun-04 Jul-04 Sep-04 Oct-04 Mar-05 May-05 Jun-05 Jul-05 Nov-05 Mar-06 Mar-06 May-06 May-06 Jun-06 Aug-06 Nov-06 Nov-06 Dec-06 Dec-06 Dec-06 Dec-06 Feb-07

EX-99.(C)(8)

Exhibit (c)(8)

DRAFT Regarding Project Honor Presentation to the Special Committee of the Board of Directors of Loyal June 2, 2007 CONFIDENTIAL

Table of Contents Presentation Regarding Project Honor 1. Overview of Revised Offer 2. Situation Update 3. Updated Valuation Analysis Appendix

Overview of Revised Offer

1 Overview of Revised Offer Timeline: Summary of Key Events Leading to Announcement Date Event September 11, 2006 Loyal receives letter from Mr. Doug Becker, CEO of the Company, and certain founders of Sterling Partners, indicating an interest in taking Loyal private at $55.00 /share The letter included a “highly confident” debt financing letter from Goldman Sachs Mid - September, 2006 Loyal forms the Special Committee The Special Committee selects Morgan Stanley and Merrill Lynch as financial advisors September 22, 2006 The Special Committee requests that Mr. Becker withdraw his letter Early October, 2006 The Special Committee communicates to Mr. Becker a structured process to allow him to pursue a potential acquisition of the Company Mr. Becker communicates to the Special Committee his intentions to partner with ad ditional investors and submit a new bid October - December, 2006 Mr. Becker approaches over 40 separate potential equity investors with Special Committee approval Early / Mid - December, 2006 On December 6, Mr. Becker submits a new letter expressing interest at $56.50 per share The offer is rejected by the Special Committee On December 14, Mr. Becker submits a revised letter proposing $59.25 per share The offer is rejected by the Special Committee The Special Committee communicates to Mr. Becker that it could support a proposal o f $62.00 per share December 19, 2006 Mr. Becker submits a letter stating that he and his Consortium could not get to the $62.00 offer suggested by the Special Committee The Special Committee advises Mr. Becker to submit his “best and final” offer December 27, 2006 Mr. Becker submits a “best and final” bid of $60.50 per share (10% higher than initial proposal) January 5, 2007 Loyal’s Special Committee and independent directors authorize Mr. Becker and his Consortium to proceed to a fully diligenced and financed offer on the basis of $60.50 per share January 28, 2007 Loyal’s Board of Directors approves transaction and executes merger agreement

2 Overview of Revised Offer Comparison of Offers ____________________ (1) LTM EBITDA as of 3/31/07 expected to be $243 million according to Consortium materials presented to the Special Committee and its advisors in December 2006. (2) Consortium Sources & Uses chart bifurcates Citi equity funding into two categories: “Citi Private Equity” for $175 million and “Citi Bridge” for $250 million. (3) Transaction value as of June 30, 2007 from management base case scenario assuming net debt of $503 million including $527 million debt, $66 million minority interest and $90 million in cash. Transaction value as of March 31, 2007 would be $3,819 million assuming net debt of $415 million including $469 million debt, $61 million minority interest and $115 million in cash per latest 10-Q. (4) LTM EBITDA as of 3/31/07 of $236 million according the Consortium materials presented to the Special Committee and its advisors in June 2007. (5) Consortium Sources & Uses chart bifurcates Citi equity funding into two categories: “Citi Private Equity” for $175 million and “Citi Bridge” for $88 million. January May /June Offer Price Per Share: $60.50 $62.00 Form of Consideration: Cash Cash Structure of Transaction: Merger Tender Offer with Back-End Merger Likely Required Expected Timing of Delivery of Consideration: Assuming record date and shareholder meeting date set during week of June 4, proxy is mailed to shareholders during week of June 18 and shareholder meeting during week of July 23, shareholders would receive consideration in late August Assuming launch of tender offer week of June 4, no extensions to the tender period, and shareholders tender (rather than wait for back-end merger), shareholders would receive consideration week of July 9 Offer Value / Transaction Value: $3,336 million / $3,741 million $3, 404 million / $3,907 million (3) Debt / Equity: $1,700 million in debt, or 7.0x adjusted 3/31/07 Expected EBITDA (1) $2,281 million in equity (56% of total sources) $425 million from Citigroup Private Equity (2) $400 million from KKR $350 million from S.A.C. Capital Advisors $116 million from Mr. Doug Becker and other equity holders (roll-over) $990 million from additional investors $1,810 million in debt, or 7.7x adjusted 3/31/07 Expected EBITDA (4) $2, 211 million in equity (54% of total sources) $400 million from KKR $350 million from S.A.C. Capital Advisors $263 million from Citigroup Private Equity (5) $119 million from Mr. Doug Becker and other equity holders (roll-over) $1,079 million from additional investors $1,

3 Overview of Revised Offer Transaction Values and Multiples Offer and Transaction Values Implied Offer Premiums Transaction Multiples ____________________ Note: Dollars in millions, except per share data. (1) Based on 51.583 million basic shares outstanding, 0.166 million restricted shares and 5.201 million options with a weighted average exercise price of $24.37. (2) Net debt and minority interest assumed at June 30, 2007 from Management’s Base Case including $527 million of debt, $66 million of minority interest, and $90 million of cash. (3) Transaction value at June 30, 2007. Transaction value as of March 31, 2007 would be $3,819 million assuming net debt of $415 million including $469 million debt, $61 million minority interest and $115 million in cash per latest 10-Q. (4) EBITDA, EBIT and EPS post SFAS 123R equity compensation expense. (5) Source: Loyal Management Base Case. (6) Average of Strayer, ITT and DeVry. (7) Transaction multiples for EDMC; figures represent then current and forward multiples as of March 2006. (8) Assumes 2007 EPS at 20% tax rate rather than current estimate of 10%. Unaffected Price Loyal 1/4/07 Offer Key Public EDMC EBITDA (4) Results (5) $49.15 $62.00 Comparables (6) Transaction (7) FY 2006A $211 15.1x 18.5x -- 11.6x FY 2007E 270 11.8 14.5 16.5x -- EBIT (4) FY 2006A $148 21.4x 26.3x -- 15.3x FY 2007E 193 16.5 20.3 20.9x -- P/E (4) FY 2007E $2.44 20.1x 25.4x 30.6x 27.6x FY 2008E 3.20 15.4 19.4 25.7x -- FY 2007E $2.10 23.4 29.5x 30.6x 27.6x (Tax Adjusted) (8) Offer Price Per Share $62.00 Total Loyal Share & Options Outstanding (1) 56.949 Gross Offer Value $3,531 Less: Options Proceeds (1) (127) Net Offer Value $3,404 Plus: Net Debt and Minority Interest Assumed (2) 503 Transaction Value (3) $3,907 Stock Offer Price $62.00 Market (1/25/07) $53.92 15.0% Unaffected Price (1/4/07) 49.15 26.1% 1 Month Average (Prior to 1/5/07) 50.38 23.1% 3 Month Average (Prior to 1/5/07) 50.86 21.9% 6 Month Average (Prior to 1/5/07) 48.45 28.0% 1 Year Average (Prior to 1/5/07) 48.13 28.8%

4 January May / June Summary Sources & Uses of Funds Overview of Revised Offer ____________________ Note: Sources & Uses as provided by Consortium (figures may not tie to analysis presented herein). (1) LTM EBITDA as of 3/31/07 expected to be $243 million according to Consortium materials presented to the Special Committee and its advisors in December 2006. (2) Roll-over equity from Doug Becker and Steven Taslitz. (3) LTM EBITDA as of 3/31/07 of $236 million according to Consortium materials presented to the Special Committee and its advisors in June 2007. Sources Uses % of Debt / Amount Sources EBITDA (3) Existing Cash on Balance Sheet $65 1.6% Debt Rollover Debt $150 3.7% 0.6x Bank Debt 665 16.3% 2.8 Senior Unsecured Notes 260 6.4% 1.1 Senior Unsecured PIK Toggle Notes 425 10.4% 1.8 Senior Subordinated Notes 310 7.6% 1.3 Total Debt $1,810 44.3% 7.7x Equity New Equity Sponsors $2,092 51.2% Roll-over Equity (2) 119 2.9% Total Equity $2,211 54.1% Total Sources $4,086 100.0% Uses Amount Purchase of Equity $3,313 Refinanced Debt 208 Rollover Debt 224 Minimum Cash Balance 20 Excess Cash to Fund Capex / Acquisitions 162 Fees and Expenses 145 Total Sources $4,072 Uses Amount Purchase of Equity $3,400 Refinanced Debt 378 Rollover Debt 150 Minimum Cash Balance 10 Excess Cash to Fund Capex / Acquisitions 0 Fees and Expenses 148 Total Sources $4,086 Sources % of Debt / Amount Sources EBITDA(1) Existing Cash on Balance Sheet $91 2.2% Debt Rollover Debt $224 5.5% 0.9x Bank Debt 395 9.7% 1.6 Senior Unsecured Notes 282 6.9% 1.2 Senior Unsecured PIK Toggle Notes 470 11.5% 1.9 Senior Subordinated Notes 329 8.1% 1.4 Total Debt $1,700 41.7% 7.0x Equity New Equity Sponsors $2,165 53.2% Roll-over Equity(2) 116 2.8% Total Equity $2,281 56.0% Total Sources $4,072 100.0%

5 Summary Equity Commitments (Dollars in Millions) Overview of Revised Offer ____________________ (1) Consortium Sources & Uses chart bifurcates Citi equity funding into two categories: “Citi Private Equity” for $175 million and “Citi Bridge” for $250 million. (2) Roll-over equity from Becker and Taslitz. (3) Consortium Sources & Uses chart bifurcates Citi equity funding into two categories: “Citi Private Equity” for $175 million and “Citi Bridge” for $88 million. (4) Roll-over equity from Becker, Taslitz, Goldman Sachs, and Elfman. January May / June Equity Investor Amount % of Equity Amount % of Equity KKR $400 17.5% $400 18.1% S.A.C. Capital 350 15.3% 350 15.8% Citigroup 425 18.6% 263 11.9% Caisse de depot et placement du Quebec 250 11.0% 200 9.0% Bregal Investments 200 8.8% 200 9.0% Moore Capital 200 8.8% 200 9.0% Makena Capital Management 100 4.4% 100 4.5% Torreal S.A. 100 4.4% 100 4.5% Sterling Partners 50 2.2% 51 2.3% SPG Partners 50 2.2% 50 2.3% Vulcan 0 0.0% 50 2.3% Chris Hoehn-Saric 0 0.0% 49 2.2% Southern Cross Capital 40 1.8% 40 1.8% Harvard Management Corp. 0 0.0% 25 1.1% Stockwell Capital 0 0.0% 10 0.5% Morgan Creek Capital 0 0.0% 5 0.2% Total Commitments for New Equity $2,165 94.9% $2,092 94.6% Rollover Equity + Additional Management 116 5.1% 119 5.4% Total Equity $2,281 100.0% $2,211 100.0% (1) (2) (3) (4)

Situation Update

6 Situation Update Summary of Key Developments in the Sector Company Recent Commentary Post - secondary penetration level is still very low in Brazil – even when compared to other developing countries Anhanguera made two acquisition s in Q1 to complement organic growth strategy Wall Street analysts believe Apollo is still on the correct path to a turnaround Completed its options - related restatements, filed its delinquent SEC filings, and took associated charges – all lowering NASDAQ delisting risk Beneficiary of expanding trends in online Expanding margins expected Mixed Q1 results , poor revenue growth offset by stronger enrollment Positive perception of new management – gaining control of operating issues . AIU probation expected to be resolved in December 2007 Currently being investigated by Florida attorney general’s office and in settlement discussions with California attorney general’s office Management stated it might be more active in acquisitions next year Real - estate portfolio rationalization underway Focused on degree - level diversification and international expansion mainly through potential acquisitions Expanding online focus and LT international strategy Strong senior management team in place, additional build - out underway Continued strong growth in subscribers, revenue and earnings driving imp ressive stock performance Expanding adult organic growth and focus on bachelor programs Continue to evaluate tuck - in acquisitions and expansion in international markets 1Q performance largely in - line with analyst expectations despite weaker enrollment during seasonally slow quarter Currently increasing number of campuses and the amount of degree offerings Recently opened schools in Orlando, Knoxville and Atlanta demonstrate continued commitment to organic growth Aggressively managing capital usage and margin Management has decided to reduce planned addition of 900 new seats in 2007 demonstrating ability to flex with market demand Restructuring continues , savings to be invested in sales and marketing and capacity utilization improvement

7 Situation Update Public Comparables – January vs. May 2007 P/E Multiples 2007 P/E May 31, 2007 May 31, 2007 Mean: 28.2x(2) January 25, 2007 Mean: 24.1x(2) Loyal (1) 80.0x (1) ____________________ January 25, 2007 (1) Unaffected multiple as of January 4, 2007. (2) Loyal and Anhanguera excluded from average calculations. 19.7x 31.4x 26.3x 18.5x 23.6x 28.4x 27.7x 20.2x 16.7x 30.8x 29.5x 23.0x 32.4x 29.8x 33.5x 27.7x 18.6x 76.6x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 40.0x

8 Situation Update Public Comparables – January vs. May Long Term Projected EPS Growth Rates 2007 P/E May 31, 2007 Mean: 16.2%(2) January 25, 2007 Mean: 16.2%(2) Loyal (1) May 31, 2007 100.0% (1) ____________________ January 25, 2007 (1) Unaffected growth rate as of January 4, 2007. (2) Loyal and Anhanguera excluded from average calculations. 22.8% 13.8% 17.4% 16.6% 18.7% 18.8% 15.3% 13.5% 15.6% 15.4% 18.4% 15.6% 19.1% 19.2% 15.7% 13.3% 12.8% 97.6% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0%

9 Historical 1-Year Forward (Rolling) P/E Multiples Situation Update Loyal Education Services (1) ____________________ Source: Factset. (1) Education Services Index includes: APOL, CECO, COCO, DV, ESI, LINC, STRA & UTI. (2) As of January 4th, 2007. Loyal(2): 19.7x Education Services(1): 26.2x Ed. Serv. Average: 22.4x 1/25/07 Education Services: 24.0x Loyal: 21.3x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 1/1/2005 4/8/2005 7/15/2005 10/21/2005 1/27/2006 5/4/2006 8/10/2006 11/16/2006 2/22/2007 5/31/2007

10 Historical Projected EPS Growth Rates Situation Update Loyal Education Services (2) ____________________ Source: Factset. (1) As of January 4th, 2007. (2) Education Services Index includes: APOL, CECO, COCO, DV, ESI, LINC, STRA & UTI. Education Services(2): 16% 1/25/07 Education Services: 16% Loyal: 23% Loyal(1): 23% 10.0% 15.0% 20.0% 25.0% 30.0% 1/1/2005 4/8/2005 7/15/2005 10/21/2005 1/27/2006 5/4/2006 8/10/2006 11/16/2006 2/22/2007 5/31/2007

11 Situation Update Public Comparables – January vs. May 2007 EV/EBITDA Multiples May 31, 2007 Mean: 13.0x(2) January 25, 2007 Mean: 10.2x(2) 2007 EV/EBITDA May 31, 2007 Loyal (1) 50.0x (1) ____________________ January 25, 2007 (1) Unaffected growth rate as of January 4, 2007. (2) Loyal and Anhanguera excluded from average calculations. 12.2x 8.7x 13.9x 6.9x 13.6x 12.8x 9.6x 7.8x 8.6x 12.2x 16.6x 8.4x 18.2x 14.7x 12.5x 11.7x 9.8x 45.1x 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x

12 Situation Update Recent Developments at Loyal Loyal continues to execute on its operating plan Q1 ’07 Performance Revenues grew 21% y-o-y, to $284 million, net income slightly above street estimates at ($0.04) per share versus street estimates of ($0.05) Mixed results versus expectations by region and business line, but overall slightly ahead of “Street” Online showing top of guidance performance Q2 ’07-to-date performance tracking with internal expectation Operating environment generally positive, but considerations exist Continued growth expected in global education sector, especially in non-North American markets such as Latin America and Asia Pacific North American for-profit post-secondary companies generally performing better since beginning of year as selected companies improve operations and/or reduce “headline” risk Internationally, increasing competition by both local and international operators and financial sponsors Acquisitions continue to be selectively explored Continuous dialogue by Loyal management with local operators Recent transaction: Universidad Valle del Bravo – Mexico, 4500 students, ~$35mm transaction value Other opportunities being explored Increasing competition likely for acquisitions Anhanguera and New Oriental IPO’s influencing private market dynamics in LATAM and Asia-Pac Other acquisition “targets” likely to explore capital markets alternative more aggressively Capital markets option likely to influence private market valuation expectations for higher quality companies Updated "Acquisition Case" management projections reflect a lower 2007 and 2008 EPS estimate relative to prior expectations Belief that executing acquisitions will be marginally more difficult in the near-term given heightened valuation expectations by sellers and increased competition

13 EBITDA (1) EPS (2) Situation Update Summary of Financial Projections – Base Case May 2007 ____________________ January 2007 (1) Pre – FAS 123 Expense. (2) Post – FAS 123 Expense. $592 $520 $429 $338 $280 $617 $522 $430 $341 $277 $0 $100 $200 $300 $400 $500 $600 $700 2007 2008 2009 2010 2011 $6.05 $5.08 $4.24 $3.18 $2.46 $5.98 $5.07 $4.22 $3.20 $2.44 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 2007 2008 2009 2010 2011

14 EBITDA (1) EPS (2) Situation Update Summary of Financial Projections – Acquisitions Case May 2007 ____________________ January 2007 (1) Pre – FAS 123 Expense. (2) Post – FAS 123 Expense. $795 $682 $547 $410 $317 $821 $684 $548 $408 $299 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 2007 2008 2009 2010 2011 $7.28 $5.70 $4.21 $3.55 $2.60 $7.22 $5.67 $4.22 $3.50 $2.47 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 2007 2008 2009 2010 2011

Updated Valuation Analysis

Updated Valuation Analysis Summary Valuation Equity Value Per Share ____________________ (1) As of January 4, 2006. (2) 52 week range prior to January 4, 2007. (3) Figure post FAS 123 Expense. (4) EBITDA figure pre FAS 123 expense. Assumes $527 million of debt, $66 million of minority interest, and $90 million of cash on June 30, 2007 for Base Case per management guidance and $538 million of debt, $66 million of minority interest, and $67 million of cash on June 30, 2007 for Acquisitions Case per management guidance. Assumes 51.583 million basic shares outstanding, 0.166 million restricted shares and 5.201 million options in-the-money with a weighted average exercise price of $24.37. Discounted to June 30, 2007. Assumes transaction closes June 30, 2007. Discounted at Equity Cost of Capital of 14% Discount Rate: 12% – 14% Terminal Value: 10.5x – 12.5x(5) 2011 Exit EBITDA Multiple Range of 10.5x – 12.5x 25% Equity Returns(7) 11.5x – 13.5x LTM EBITDA of $242mm(4)(5) $5.00(3)(6) $5.07(3)(6)

16 Financial Projections – Base Case (Dollars in Millions, Except Per Share Amounts) ____________________ Source: Loyal management estimates. (1) Free Cash Flow = Cash Flow from Operations + Non-cash Stock Comp. + LTIP – Capital Expenditures – Cash Paid for Acquisitions. Updated Valuation Analysis Projected Fiscal Year Ending December 31, '06 - '11 2006E 2007E 2008E 2009E 2010E 2011E CAGR Income Statement: Revenue $1,146 $1,307 $1,494 $1,768 $2,060 $2,365 15.6% % - Growth 30.9% 14.1% 14.3% 18.3% 16.5% 14.8% EBITDA Pre FAS 123 Exp. $218 $277 $341 $430 $522 $617 23.2% % - Margin 19.0% 21.2% 22.8% 24.3% 25.3% 26.1% EBIT $155 $200 $247 $317 $386 $462 24.4% % - Margin 13.5% 15.3% 16.5% 18.0% 18.7% 19.5% Tax Rate 14.2% 9.0% 10.0% 10.0% 10.0% 10.0% Tax Rate Including Distribution Taxes 14.2% 9.0% 10.0% 10.0% 10.0% 10.0% Net Income Post FAS 123 $110 $132 $179 $243 $301 $365 27.0% EPS Post FAS 123 Exp. $2.08 $2.44 $3.20 $4.22 $5.07 $5.98 23.5% % - Growth 19.8% 17.6% 30.7% 32.2% 20.0% 18.0% Projected Fiscal Year Ending December 31, 2H 2007E 2008E 2009E 2010E 2011E Cash Flow D&A $40 $94 $113 $136 $156 Minority Interest (incl. Dividend Upon Distribution) 14 22 20 24 30 Change in WC and Other (36) (16) (12) (13) (12) Non-Cash Stock Comp and LTIP 7 14 (9) 14 14 Capex (100) (213) (204) (223) (251) Acquisitions 0 0 0 0 0 Deferred Consideration for Acquisitions (2) (21) (23) 0 (8) Free Cash Flow (1) 24 84 155 244 307 % of Revenue 1.9% 5.6% 8.8% 11.8% 13.0% % of Net Income 18.3% 47.2% 63.7% 81.1% 84.0%

17 Financial Projections – Acquisitions Case (Dollars in Millions, Except Per Share Amounts) ____________________ Source: Loyal management estimates. (1) Free Cash Flow = Cash Flow from Operations + Non-cash Stock Comp. + LTIP – Capital Expenditures – Cash Paid for Acquisitions. Updated Valuation Analysis Projected Fiscal Year Ending December 31, '06 - '11 2006E 2007E 2008E 2009E 2010E 2011E CAGR Income Statement: Revenue $1,146 $1,403 $1,794 $2,257 $2,713 $3,151 22.4% % - Growth 30.9% 22.5% 27.8% 25.9% 20.2% 16.2% EBITDA Pre FAS 123 Exp. $218 $299 $408 $548 $684 $821 30.4% % - Margin 19.0% 21.3% 22.8% 24.3% 25.2% 26.1% EBIT $155 $216 $292 $397 $495 $599 31.1% % - Margin 13.5% 15.4% 16.3% 17.6% 18.3% 19.0% Tax Rate 14.2% 9.0% 10.0% 10.0% 10.0% 10.0% Tax Rate Including Distribution Taxes 14.2% 9.0% 10.0% 20.3% 14.7% 10.0% Net Income Post FAS 123 $110 $134 $196 $243 $336 $441 31.9% EPS Post FAS 123 Exp. $2.08 $2.47 $3.50 $4.22 $5.67 $7.22 28.3% % - Growth 19.8% 19.0% 41.3% 20.8% 34.2% 27.4% Projected Fiscal Year Ending December 31, 2H 2007E 2008E 2009E 2010E 2011E Cash Flow D&A $47 $117 $151 $189 $222 Minority Interest (incl. Dividend Upon Distribution) 18 30 16 34 56 Change in WC and Other (36) (16) (12) (13) (12) Non-Cash Stock Comp and LTIP 7 14 (9) 14 14 Capex (119) (266) (286) (324) (360) Acquisitions (100) (100) (100) (50) 0 Deferred Consideration for Acquisitions (12) (31) (23) 0 (8) Free Cash Flow (1) (83) (22) 24 200 365 % of Revenue (5.9%) (1.2%) 1.1% 7.4% 11.6% % of Net Income (62.2%) (11.2%) 9.9% 59.5% 82.8%

18 Potential Projection “Opportunities” and “Threats” Projection Opportunities Projection Threats Increasing global awareness of “Return on Education” helping drive growing participation rates Geographic expansion New (e.g., China-2007 and India-2010) Within existing (e.g., Mexico) Leveraging of US-centric online expertise into non-US markets Expanded use of blended programs and shared curriculum (Walden Online/dual-degree) New programs and degrees/program replication Specialized accreditations Expanded branding Enhanced use of management contracts to enter relatively higher risk markets (e.g., Turkey) Acquisitions Tuck-in / mid-sized Addition of “lower-priced” brands (e.g., UPRO) in current and new markets Execution risks of running a global education services company Management “bandwidth” constraints Country specific operating, regulatory and political risks Online business Ability to continue to successfully target, purchase and integrate acquisitions at attractive prices Anhanguera / New Oriental impact Capital intensity of business model Low ROIC in absolute and relative terms Government education incentives (e.g., student loans) less pervasive outside US Limits participation rate expansion potential Caps price increase potential Enhanced competition by other well-capitalized, private and public competitors E.g., public institutions, Apollo Group, EDMC, Kaplan, private equity, etc. Updated Valuation Analysis

19 Equity Research Price Targets Wall Street Research Analyst Price Targets as of January 25, 2007 ____________________ Note: Only includes analysts with recently released price targets. (1) Assumes an equity discount rate of 14%. Updated Valuation Analysis PV of Target Target EPS Estimates Date Firm / Analyst Rating Price Price (1) 2006E 2007E 01/22/07 Banc of America Securities / Block Neutral $55.00 $48.25 $2.02 $2.50 01/22/07 Stifel Nicolaus and Company, Incorporated / Herman Buy 62.00 54.39 2.00 2.50 01/19/07 Morgan Stanley / Gutek Overweight 60.00 52.63 2.03 2.60 01/10/07 BMO Capital Markets U.S. / Silber Out Perform 55.00 48.25 2.03 2.47 12/19/06 Citigroup / Beland Hold 57.00 50.00 1.99 2.42 11/22/06 Robert W. Baird & Co. / Junker Out Perform 60.00 52.63 2.00 2.50 10/20/06 Lehman Brothers Equity Research / Bisbee Neutral 53.00 46.49 1.98 2.46 10/20/06 SunTrust Robinson Humphrey Capital Markets / Hughes Buy 58.00 50.88 2.00 2.41 10/20/06 Piper Jaffray / Marostica Out Perform 60.00 52.63 2.04 2.49 10/20/06 Credit Suisse / Dobell Out Perform 60.00 52.63 1.92 2.50 Average $58.00 $50.88 $2.00 $2.49 Minimum $53.00 $46.49 $1.92 $2.41 Maximum $62.00 $54.39 $2.04 $2.60 First Call (1/25/07) $2.01 $2.49

20 Public Comparables Analysis (Dollars in Millions, Except Per Share Amounts) ____________________ Source: Company filings, press releases, Wall Street research, and Factset. (1) Excluded from Maximum, Mean, Median, and Minimum calculations. (2) Loyal based on unaffected stock price on January 4, 2007. Updated Valuation Analysis (1) (2) Share Price % 52 Week Equity Enterprise EBITDA Multiple P/E Multiple EPS P/E - to - Growth Company 5/31/07 High Value Value CY 2007 CY 2008 CY 2007 CY 2008 Growth CY 2007 CY 2008 $13.88 89.4% $1,398 $1,403 45.1x 23.8x 76.6x 29.1x 97.6% 0.78x 0.30x $47.97 86.0% 8,405 7,669 9.8 8.9 18.6 15.8 12.8% 1.46 1.24 $34.87 95.1% 3,341 2,908 11.7 10.4 27.7 22.1 13.3% 2.08 1.66 $14.61 99.1% 1,287 1,265 12.5 9.9 33.5 26.4 15.7% 2.14 1.69 $33.60 96.0% 2,408 2,214 14.7 12.2 29.8 25.6 19.2% 1.56 1.34 $113.19 98.9% 4,761 4,562 18.2 14.9 32.4 26.7 19.1% 1.69 1.40 $14.49 78.5% 380 397 8.4 7.5 23.0 19.6 15.6% 1.47 1.26 $125.16 95.5% 1,844 1,692 16.6 14.0 29.5 24.7 18.4% 1.60 1.34 $23.61 87.1% 675 634 12.2 9.1 30.8 25.2 15.4% 2.00 1.63 Maximum 18.2x 14.9x 33.5x 26.7x 19.2% 2.14x 1.69x Mean 13.0x 10.9x 28.2x 23.3x 16.2% 1.75x 1.44x Median 12.4x 10.2x 29.7x 24.9x 15.6% 1.65x 1.37x Minimum 8.4x 7.5x 18.6x 15.8x 12.8% 1.46x 1.24x Loyal $49.15 89.0% $2,686 $3,092 12.2x 10.6x 19.7x 15.8x 22.8% 0.87x 0.69x

21 Acquisition Comparables Analysis $89 $230 $50 $310 $56 $116 $3,145 $98 $516(3) Transaction Value ($mm) Date Acquiror / Target Kaplan Inc. / Financial Training Co. DeVry / Ross Univ. Corinthian / Career Choices Career Ed. / Whitman Educ. Education Management / South Univ. ____________________ Source: Public documents and SDC database. (1) Education transactions greater than $50 million in transaction value and for control since January 1, 2003. (2) Transaction currently pending. (3) Based on offer price of $8.00 per share and net debt of $161.3 million. Providence & GS Capital / Education Management Avg. 11.3x Liberty Partners / Concorde Career Colleges 3/03 3/03 4/03 5/03 6/03 6/03 3/06 6/06(2) 9/06(2) Selected Education Acquisitions(1) Education Management / American Education Sterling Capital / Educate Updated Valuation Analysis 8.4x 14.9x 10.5x 12.4x 12.1x 11.7x 14.1x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 8.4x 14.9x 10.5x 12.4x 9.0x 9.9x 11.6x 12.2x 12.8x

22 Comparison of Loyal to EDMC (Dollars in Millions, Except Per Share Amounts) ____________________ (1) EDMC figures as of March 3, 2006, last trading day prior to transaction announcement; LTM figures as of December 31, 2005. (2) 3 year projected revenue growth from research. (3) As of March 3, 2006. (4) As of January 4, 2007. Updated Valuation Analysis (4) EDMC (1) Loyal Enrollment Growth - LTM 9.5% 26.8% Revenue Growth - LTM 16.5% 20.8% Street Base Case Acq. Case Revenue Growth - Projected (2) 12.4% 15.4% 15.6% 22.4% LTM Revenue $1,096 $1,220 LTM EBITDA 254 242 % Margin 23.1% 19.8% Street Base Case Acq. Case EPS Growth - Projected 20.0% 22.8% 23.5% 28.3% U.S. / Canada Revenue as % of Total 100.0% 21.0% Capex as % of Revenue - LTM 6.0% 13.0% FCF as % of Revenue - LTM 14.4% (4.5%) ROIC 15.4% 9.2% Tax Rate 39.9% 14.2% Multiples Trading (3) Transaction Trading (4) Offer LTM EBITDA 9.8x 11.6x 13.1x 16.2x LTM EBIT 12.9 15.3 17.7 21.7 LTM EBITDA - CapEx 12.3 14.6 38.2 47.1 Forward P/E 23.8 27.6 19.9 25.1 Forward P/E/G 1.19x 1.38x 0.87x 1.10x Premium to Current -- 15.9% -- 26.1%

23 “Vision for 2010”(1) P/E/G Ratios Implied by P/E Multiples Future Stock Price Analysis Future Stock Price Analysis $5.00 EPS in 2010 Growth rates through 2010: 18% - 20% revenue growth 13% - 15% enrollment growth 100+ bps annual margin improvement 25% EPS growth 2010 – 2015 EPS growth: 15% - 20% ____________________ (1) Source: Based on management guidance to Wall Street as part of “Vision for 2010”. Updated Valuation Analysis EPS CAGRS 25.0% 23.0% 20.0% 17.5% 15.0% 15.0x 0.60x 0.65x 0.75x 0.86x 1.00x 16.0x 0.64x 0.70x 0.80x 0.91x 1.07x 17.0x 0.68x 0.74x 0.85x 0.97x 1.13x 18.0x 0.72x 0.78x 0.90x 1.03x 1.20x 19.0x 0.76x 0.83x 0.95x 1.09x 1.27x 20.0x 0.80x 0.87x 1.00x 1.14x 1.33x 21.0x 0.84x 0.91x 1.05x 1.20x 1.40x 22.0x 0.88x 0.96x 1.10x 1.26x 1.47x 23.0x 0.92x 1.00x 1.15x 1.31x 1.53x 24.0x 0.96x 1.04x 1.20x 1.37x 1.60x 25.0x 1.00x 1.09x 1.25x 1.43x 1.67x P/E RATIO "Vision for 2010"(1): 2010 EPS of $5.00 2010 Forward P/E Multiple $5.00 16.0x 18.0x 20.0x 22.0x 13.0% $55.44 $62.37 $69.31 $76.24 14.0% 54.00 60.75 67.50 74.25 15.0% 52.60 59.18 65.75 72.33 Discount Rate Base Case (Limited Acquisitions): 2010 EPS of $5.07 2010 Forward P/E Multiple $5.07 16.0x 18.0x 20.0x 22.0x 13.0% $56.20 $63.22 $70.25 $77.27 14.0% 54.73 61.58 68.42 75.26 15.0% 53.32 59.98 66.65 73.31 Discount Rate Acquisitions Case: 2010 EPS of $5.67 2010 Forward P/E Multiple $5.67 16.0x 18.0x 20.0x 22.0x 13.0% $62.83 $70.68 $78.54 $86.39 14.0% 61.19 68.84 76.49 84.14 15.0% 59.61 67.06 74.51 81.96 Discount Rate

24 Illustrative Future Stock Price Tax Rate Sensitivity Assumes 14% Discount Rate Base Case Acquisitions Case Offer: $62.00 Updated Valuation Analysis $60.82 $71.07 $76.49 $51.77 $60.09 $68.42 $54.74 $63.97 $68.84 $46.60 $54.09 $61.58 40.00 50.00 60.00 70.00 $80.00 15% 20% 30% $5.67 $5.26 $4.51 2010 Tax Rate 10% 20% 30% 2010 EPS (Post FAS 123) $5.07 $4.45 $3.84

25 Discounted Cash Flows Analysis – Base Case ____________________ Note: Dollars in millions, except per share data. Source: Loyal Management Base Case. (1) Includes seller notes issued to owners of acquired targets and minority interest. (2) Cash flow discounted back to June 30, 2007. (3) Cash flow discounted back to June 30, 2007. Based on 2011E Post FAS 123 EBITDA of $612 million. (4) Assumes $527 million of debt, $66 million of minority interest, and $90 million of cash on June 30, 2007 per management guidance. (5) Based on 51.583 million basic shares outstanding, 0.166 million restricted shares and 5.201 million options in-the-money with a weighted average exercise price of $24.37. Updated Valuation Analysis Discounted PV of Terminal Value as a Cash Flows Multiple of 2011E EBITDA (3) Enterprise Value Discount Rate 2H '07E - 2011E (2) 10.5x 11.5x 12.5x 10.5x 11.5x 12.5x 12.0% $623 $3,862 $4,229 $4,597 $4,484 $4,852 $5,220 12.5% 614 3,785 4,146 4,506 4,399 4,760 5,120 13.0% 606 3,710 4,064 4,417 4,316 4,669 5,022 13.5% 597 3,637 3,984 4,330 4,234 4,581 4,927 14.0% 589 3,566 3,906 4,245 4,155 4,495 4,834 Less: Net Debt & Equity Value Equity Value Per Share (5) Discount Rate Minority Interest (4) 10.5x 11.5x 12.5x 10.5x 11.5x 12.5x 12.0% ($503) $3,981 $4,349 $4,717 $72.13 $78.59 $85.05 12.5% (503) 3,896 4,256 4,617 70.63 76.96 83.29 13.0% (503) 3,812 4,166 4,519 69.17 75.38 81.58 13.5% (503) 3,731 4,078 4,424 67.74 73.83 79.91 14.0% (503) 3,652 3,991 4,331 66.35 72.31 78.28 + = + = Fiscal Year Ending December 31, 2H 2007 2008E 2009E 2010E 2011E Revenue $695 $1,494 $1,768 $2,060 $2,365 EBITDA Pre FAS 123 180 341 430 522 617 Less: FAS 123 Expense (4) (5) (5) (5) (5) EBITDA Post FAS 123 $176 $336 $425 $517 $612 Less: Depreciation & Amortization (40) (94) (113) (136) (156) EBIT $136 $242 $313 $381 $457 Less: Taxes (12) (24) (31) (38) (46) Tax Rate 9.0% 10.0% 10.0% 10.0% 10.0% Tax-effected EBIT $124 $218 $281 $343 $411 Plus: Depreciation & Amortization $40 $94 $113 $136 $156 Less: Change in WC (2) (5) (1) (1) 0 Less: Change in Other LT Ass. & Liab. (35) (11) (11) (11) (12) Plus: Non-Cash Stock Option Exp. And FAS 123 10 18 19 19 19 Less: LTIP Payout 0 0 (23) 0 0 Less: Capital Expenditures (100) (213) (204) (223) (251) Less: Acquisitions (1) 0 0 0 0 0 Free Cash Flow $38 $102 $174 $262 $323

26 Discounted Cash Flows Analysis – Acquisitions Case ____________________ Note: Dollars in millions, except per share data. Source: Loyal Management Acquisitions Case. (1) Includes seller notes issued to owners of acquired targets and minority interest. (2) Cash flow discounted back to June 30, 2007. (3) Cash flow discounted back to June 30, 2007. Based on 2011E Post FAS 123 EBITDA of $816 million. (4) Assumes $538 million of debt, $66 million of minority interest, and $67 million of cash on June 30, 2007 per management guidance. (5) Based on 51.583 million basic shares outstanding, 0.166 million restricted shares and 5.201 million options in-the-money with a weighted average exercise price of $24.37. Updated Valuation Analysis Discounted PV of Terminal Value as a Cash Flows Multiple of 2011E EBITDA (3) Enterprise Value Discount Rate 2H '07E - 2011E (2) 10.5x 11.5x 12.5x 10.5x 11.5x 12.5x 12.0% $281 $5,144 $5,634 $6,123 $5,425 $5,915 $6,405 12.5% 274 5,042 5,522 6,002 5,316 5,796 6,276 13.0% 267 4,942 5,413 5,883 5,209 5,680 6,151 13.5% 261 4,845 5,306 5,768 5,105 5,567 6,028 14.0% 254 4,750 5,202 5,655 5,004 5,456 5,909 Less: Net Debt & Equity Value Equity Value Per Share (5) Discount Rate Minority Interest (4) 10.5x 11.5x 12.5x 10.5x 11.5x 12.5x 12.0% ($538) $4,887 $5,377 $5,867 $88.04 $96.64 $105.24 12.5% (538) 4,778 5,258 5,738 86.12 94.55 102.99 13.0% (538) 4,671 5,142 5,613 84.25 92.52 100.78 13.5% (538) 4,567 5,029 5,490 82.43 90.53 98.63 14.0% (538) 4,466 4,918 5,371 80.64 88.59 96.53 + = + = Fiscal Year Ending December 31, 2H 2007 2008E 2009E 2010E 2011E Revenue $791 $1,794 $2,257 $2,713 $3,151 EBITDA Pre FAS 123 202 408 548 684 821 Less: FAS 123 Expense (4) (5) (5) (5) (5) EBITDA Post FAS 123 $198 $404 $543 $679 $816 Less: Depreciation & Amortization (47) (117) (151) (189) (222) EBIT $152 $287 $392 $490 $594 Less: Taxes (14) (29) (39) (49) (59) Tax Rate 9.0% 10.0% 10.0% 10.0% 10.0% Tax-effected EBIT $138 $258 $353 $441 $535 Plus: Depreciation & Amortization $47 $117 $151 $189 $222 Less: Change in WC (2) (5) (1) (1) 0 Less: Change in Other LT Ass. & Liab. (35) (11) (11) (11) (12) Plus: Non-Cash Stock Option Exp. And FAS 123 10 18 19 19 19 Less: LTIP Payout 0 0 (23) 0 0 Less: Capital Expenditures (119) (266) (286) (324) (360) Less: Acquisitions (1) (160) (156) (156) (78) 0 Free Cash Flow ($121) ($45) $45 $234 $404

27 Illustrative DCF Terminal Tax Rate Sensitivity Base Case Acquisitions Case ____________________ (1) Assumes terminal year tax rate changed to “Tax Rate in Perpetuity”; additional implied tax amount grown at 3% in perpetuity and discounted at 13%. Offer: $62.00 Updated Valuation Analysis 10.0% 20.0% 30.0% 0.0% 10.0% 20.0% $0 ($612) ($1,223) 0 (332) (664) $0.00 ($5.83) ($11.66) Base Case Acquisitions Case $110.00 100.00 90.00 80.00 50.00 60.00 70.00 $85.05 $66.35 $80.57 $61.87 $76.08 $57.39 $105.24 $99.41 $93.58 $80.64 $74.81 $68.98 Offer: $62.00 Tax Rate in Perpetuity(1) 10.0% 20.0% 30.0% Delta to Model Tax Rate 0.0% 10.0% 20.0% Terminal Value Impact (2011) $0 ($470) ($940) Value Deduct(1) 0 (255) (510) Value Deduct Per Share $0.00 ($4.48) ($8.96)

28 WACC Analysis ____________________ (1) Historical spread between the long bond and the S&P 500. (2) Source: Merrill Lynch Beta Book, May 2007. (3) Book Value of Net Debt to Market Value of Equity. (4) Unlevered Beta equals (Levered Beta/(1 + ((1 - Tax Rate) * Debt/Equity))). Assumes Beta of debt equals zero. (5) Unlevered Return equals (Estimated Future Risk Free Rate + (Unlevered Beta * Risk Premium)). (6) Levered Cost of Equity equals (Estimated Future Risk Free Rate + (Levered Beta * Risk Premium) + Beta-Adj. Size Premium). (7) WACC equals ((Net Debt/Capitalization * (Cost of Debt * (1 - Tax Rate))) + (Equity/Capitalization * Levered Cost of Equity)). (1) (3) (4) (6) (7) (2) (5) Updated Valuation Analysis Macroeconomic Assumptions Ten Year Government Bond Yield at 5/31/07 4.88% Historical Risk Premium 7.10% Estimated Future Market Return 11.98% Mid-Cap Premium 1.02% Levered Marginal Net Debt to Unlevered Levered Unlevered Comparable Companies Beta Tax Rate Equity Beta Return Return Apollo 0.27 39.5% 0.0% 0.27 6.8% 6.8% Career Education 0.44 37.6% 0.0% 0.44 8.0% 8.0% Corinthian Colleges 0.70 38.7% 0.0% 0.70 9.9% 9.9% DeVry University 0.79 38.2% 0.0% 0.79 10.5% 10.5% ITT 0.85 38.6% 0.0% 0.85 10.9% 10.9% Lincoln Educational Services 0.38 40.7% 4.4% 0.37 7.6% 7.5% Strayer 0.58 39.3% 0.0% 0.58 9.0% 9.0% UTI 1.06 38.2% 0.0% 1.06 12.4% 12.4% 38.8% 0.5% 0.63 9.4% 9.4% Loyal 1.33 38.8% 15.4% 1.22 14.3% 13.5% Capital Structures Net Debt/ Net Debt/ Levered Cost of Equity at Various Unlevered Beta and Capital Structures Capitalization Equity 0.550 0.725 0.900 1.075 1.250 0.0% 0.0% 9.8% 11.0% 12.3% 13.5% 14.8% 5.0% 5.3% 9.9% 11.2% 12.5% 13.8% 15.1% 10.0% 11.1% 10.1% 11.4% 12.7% 14.1% 15.4% 15.0% 17.6% 10.2% 11.6% 13.0% 14.4% 15.7% 20.0% 25.0% 10.4% 11.8% 13.3% 14.7% 16.1% 25.0% 33.3% 10.6% 12.1% 13.6% 15.1% 16.6% Capital Structures Net Debt/ Net Debt/ Est. Cost WACC at Various Unlevered Beta and Capital Structures Capitalization Equity 0.550 0.725 0.900 1.075 1.250 0.0% 0.0% 7.00% 9.8% 11.0% 12.3% 13.5% 14.8% 5.0% 5.3% 7.25% 9.7% 10.9% 12.1% 13.3% 14.5% 10.0% 11.1% 7.50% 9.5% 10.7% 11.9% 13.1% 14.3% 15.0% 17.6% 7.75% 9.4% 10.6% 11.7% 12.9% 14.1% 20.0% 25.0% 8.00% 9.3% 10.4% 11.6% 12.7% 13.9% 25.0% 33.3% 8.25% 9.2% 10.3% 11.5% 12.6% 13.7% of Debt Average

29 Leveraged Buyout Analysis – Base Case (Dollars in Millions) ____________________ Note: Assumes transaction closes June 2007. (1) EBITDA figures are post non-cash stock compensation and FAS 123 expense. PF LTM June 2007 based on projected LTM EBITDA of $242 million per Management guidance. EBITDA for credit purposes is pre non-cash stock compensation and FAS 123 expense. Includes up to $425 million in the form of PIK-election notes. Updated Valuation Analysis Enterprise Value and Multiple Analysis Sources and Uses Offer Price Per Share $62.00 Sources Premium to Unaffected Price ($49.15) 26% Equity Value $3,404 Lvg. (2) $ % Enterprise Value (Excl. Fees) 3,907 Existing Cash $90 2% Term Loan B 2.7x 643 16% Value (1) Multiple Senior Notes (3) 2.8 685 17% EV / LTM June 2007 EBITDA $234 16.7x Senior Sub Notes 1.3 310 8% EV / 2007 EBITDA 270 14.5 Rollover Debt 0.6 150 4% EV / 2008 EBITDA 336 11.6 Rollover Equity 119 3% Sponsor Equity 2,092 51% 7.4x $4,089 100% Credit Statistics Uses PF LTM 6/07 2009 2011 $ % Purchase of Equity $3,404 83% EBITDA (2) $242 $444 $631 Refinance Existing Debt 377 9% EBITDA / Interest 2.0x 3.3x 5.1x Rollover Debt 150 4% Min Cash 10 0% Total Debt / EBITDA 7.4x 4.7x 3.2x Fees 148 4% Bank Debt / EBITDA 2.7 1.8 0.9 $4,089 100% Cum. Bank Debt Paydown 0.0% (24.9%) 8.3% Borrowing Rates Returns on Equity (1) Exit Multiple Term Loan B L+2.50% %-Year Returns (EV / EBITDA) Senior Notes 9.00% to Sponsor (2011) 10.5x 11.5x 12.5x Senior Sub Notes 10.50% Rollover Debt 7.86% IRR 18% 21% 24% Payback 2.1x 2.4x 2.7x Total Uses Total Sources

30 Leveraged Buyout Analysis –Acquisitions Case (Dollars in Millions) ____________________ Note: Assumes transaction closes June 2007. (1) EBITDA figures are post non-cash stock compensation and FAS 123 expense. PF LTM June 2007 based on projected LTM EBITDA of $242 million per Management guidance. EBITDA for credit purposes is pre non-cash stock compensation and FAS 123 expense. Includes up to $425 million in the form of PIK-election notes. Updated Valuation Analysis Enterprise Value and Multiple Analysis Sources and Uses Offer Price Per Share $62.00 Sources Premium to Unaffected Price ($49.15) 26% Equity Value $3,404 Lvg. (2) $ % Enterprise Value (Excl. Fees) 3,942 Existing Cash $67 2% Term Loan B 2.8x 678 17% Value (1) Multiple Senior Notes (3) 2.8 685 17% EV / LTM June 2007 EBITDA $234 16.8x Senior Sub Notes 1.3 310 8% EV / 2007 EBITDA 292 13.5 Rollover Debt 0.6 150 4% EV / 2008 EBITDA 404 9.8 Rollover Equity 119 3% Sponsor Equity 2,092 51% 7.5x $4,101 100% Credit Statistics Uses PF LTM 6/07 2009 2011 $ % Purchase of Equity $3,404 83% EBITDA (2) $242 $562 $834 Refinance Existing Debt 388 9% EBITDA / Interest 1.9x 3.5x 5.2x Rollover Debt 150 4% Min Cash 10 0% Total Debt / EBITDA 7.5x 4.5x 2.9x Fees 148 4% Bank Debt / EBITDA 2.8 2.2 1.3 $4,101 100% Cum. Bank Debt Paydown 0.0% (78.3%) (57.6%) Borrowing Rates Returns on Equity (1) Exit Multiple Term Loan B L+2.50% %-Year Returns (EV / EBITDA) Senior Notes 9.00% to Sponsor (2011) 10.5x 11.5x 12.5x Senior Sub Notes 10.50% Rollover Debt 7.86% IRR 26% 30% 33% Payback 2.9x 3.2x 3.6x Total Uses Total Sources

Appendix

January Summary Valuation Equity Value Per Share ____________________ (1) As of January 4, 2006. (2) 52 week range prior to January 4, 2007. (3) Figure post FAS 123 Expense. (4) EBITDA figure pre FAS 123 expense. (5) Assumes $468 million of debt and due to shareholders of acquired companies, $62 million of minority interest and $125 million of cash per management guidance, 51.426 million basic shares outstanding, 0.586 million restricted shares and 5.236 million options in-the-money at the offer price with a weighted average exercise price of $24.41. Discounted at Equity Cost of Capital of 14% Discount Rate: 12% – 14% Terminal Value: 10.0x – 12.0x(5) Leverage of 7.0x 2011 Exit EBITDA Multiple Range of 10.0x – 12.0x 25% Equity Returns 11.5x – 13.5x 2006 EBITDA of $218mm(4)(5) $5.00(3) $5.08(3) $5.70(3) 2010 EPS at 2009 Forward P/E Multiples of 17.0x – 19.0x Discounted at 14% 19.0x – 21.0x 2007E EPS of $2.46(3) $2.60(3) Metric / Multiples / Methodology Discounted Future Share Price Public Comparables Discounted Cash Flow Analysis Leveraged Buyout Analysis 31 Unaffected Price(1): $49.15 Offer: $60.50 (2) Appendix $62.00 $51.00 $92.17 $74.69 $73.08 $65.16 $64.12 $46.46 $54.64 $51.59 $54.39 $55.22 $52.00 $44.00 $69.43 $57.52 $65.39 $58.30 $57.37 $38.63 $49.44 $46.67 $46.49 $40.52 20.00 40.00 60.00 80.00 $100.00 52 Week High/Low Discounted Equity Research Price Targets Base Case Acquisition Case Acquisition Comparables "Vision for 2010" Base Case Acquisition Case Base Case Acquisition Case Base Case Acquisition Case

32 Disclaimers Merrill Lynch prohibits (a) employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change such rating or price target, as consideration or inducement for the receipt of business or for compensation, and (b) Research Analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients. This proposal is confidential, for your private use only, and may not be shared with others (other than your advisors) without Merrill Lynch's written permission, except that you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposal and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. For purposes of the preceding sentence, tax refers to U.S. federal and state tax. This proposal is for discussion purposes only. Merrill Lynch is not an expert on, and does not render opinions regarding, legal, accounting, regulatory or tax matters. You should consult with your advisors concerning these matters before undertaking the proposed transaction.

EX-99.(E)(1)

Exhibit (e)(1)

LAUREATE EDUCATION, INC.

EXECUTIVE RETENTION AGREEMENT

THIS EXECUTIVE RETENTION AGREEMENT (the “Agreement”) is entered into as of February 1, 2007 (the “Effective Date”), by and between Laureate Education, Inc., a Maryland corporation (the “Company”), and                       (the “Executive”).

WHEREAS, the Executive is currently employed by the Company and is an Executive Officer of the Company;

WHEREAS, the Company has implemented a severance program for Executive Officers and wishes to document under this Agreement the provisions applicable to the Executive in the event of his or her termination of employment;

WHEREAS, in addition, the Company recognizes that a Change of Control may result in material alteration or diminishment of the Executive’s position and responsibilities and has determined therefore to provide enhanced severance and other benefits in the event of a Change of Control;

WHEREAS, the parties wish to replace any and all prior agreements and undertakings with respect to the Executive’s termination of employment and Change of Control occurrences and compensation, other than the agreements governing the Executive’s equity participation in the Company (as the same are modified by Section 5 of this Agreement);

NOW THEREFORE, in consideration of the Executive’s acceptance of and continuance in Executive’s employment, the parties agree to be bound by the terms contained in this agreement as follows:

1. Term of Agreement and “At-Will” Employment. The term of this Agreement shall be a period of three years from the date of execution by the Company (the “Initial Term”). The Agreement shall automatically renew for one year (an “Additional Term”) if the Executive does not notify the Company of an intention to terminate employment at least six months prior to the end of the Initial Term or any Additional Term. The Company may terminate the Executive’s employment at any time for any reason pursuant to a Notice of Termination. The Executive may terminate his or her employment with the Company at any time for any reason pursuant to a Notice of Termination. If the Executive dies while still an employee of the Company, the Executive’s death shall be a termination of employment from the Company. Any termination of the Executive’s employment by the Company or the Executive (other than because of the Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6.1 below. The Company’s notice shall be given in writing by the Chief Executive Officer. Termination of the Executive’s employment shall take effect on the Date of Employment Termination, the setting of which shall require the minimum notice period described under the definition of “Date of Employment Termination”.

2. Compensation Upon Termination.

2.1. Death. Except as provided in Section 2.5, if the Executive’s employment is terminated as a result of the Executive’s death, the Company shall pay to the Executive’s estate, or as may be directed by the legal representatives of such estate, the Executive’s then current base salary through the Date of Employment Termination and all other unpaid amounts, if any, including without limitation unpaid reimbursements, to which Executive is entitled as of the Date of Employment Termination. The

payments contemplated by this Section 2.1 shall be paid at the time they are due, and the Company shall have no further obligations to the Executive or his or her estate under this Agreement.

2.2. Disability. Except as provided in Section 2.5, if the Company terminates the Executive’s employment because of the Executive’s Disability, the Company shall pay the Executive the Executive’s then current base salary through the Date of Employment Termination and all other unpaid compensation and benefit amounts, if any, including without limitation unpaid reimbursements, to which Executive is entitled as of the Date of Employment Termination. The payments contemplated by this Section 2.2 shall be paid at the time they are due, and the Company shall have no further obligations to the Executive under this Agreement; provided, however, that the base salary shall be reduced by the amount of any disability benefit payments made to the Executive during a period of Disability from any insurance or other policies provided by the Company.

2.3. By the Company for Cause or by the Executive. Except as provided in Section 2.5, if the Executive’s employment with the Company is terminated in accordance with this Section 2.3, the Company shall pay the Executive the Executive’s then current base salary through the Date of Employment Termination and all other unpaid amounts, if any, including without limitation unpaid reimbursements, to which Executive is entitled as of the Date of Employment Termination. The Executive’s termination is covered by this Section 2.3, if (i) the Executive voluntarily terminates his or her employment other than during the Window Period under the circumstances described in Section 2.5, or (ii) the Company terminates the Executive’s employment for Cause. The payments contemplated by this Section 2.3 shall be paid at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

2.4. By the Company other than for Cause. Except as provided in Section 2.5, if the Company terminates the Executive’s employment other than for Cause or Disability, the Company shall pay the Executive the Executive’s then current base salary through the Date of Employment Termination and all other unpaid amounts, if any, including without limitation unpaid reimbursements, to which the Executive is entitled as of the Date of Employment Termination, plus the following amounts:

(a)  Severance Amount. The Executive shall receive a severance payment equal to 18 months of the Executive’s Reference Compensation. This severance payment amount shall be paid in a lump sum as soon as practicable following the Executive’s Date of Employment Termination but subject to the provisions of Section 3 and Section 6.2.

(b)  Health Benefits Continuation. Commencing on his or her Date of Employment Termination, and except as next provided, for the duration of the Benefits Continuation Period, the Executive shall be entitled to receive from the Company the same or equivalent health (including prescription), dental, and vision care coverages, at the same levels and coverages as Executive was receiving on the day immediately prior to his or her Date of Employment Termination. The Executive shall be required to pay no more for the above-mentioned benefits than he or she paid as an active employee, or if provided by the Company at no cost to the employee on the date immediately prior to the Executive’s Date of Employment Termination, the benefits shall continue to be made available to the Executive on this basis. With respect to any particular benefit, the benefit’s continuation described in this paragraph shall end earlier than the end of the Benefits Continuation Period as of the date the Executive (or in the case of dependent coverage, the Executive’s dependent), is eligible for the benefit under a plan, program or arrangement of a subsequent employer which provides a benefit that is substantially equivalent to the benefit being terminated.

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(c)  Outplacement. The Company shall provide or make available arrangements for reasonable outplacement services for the Executive and will pay the lesser of (i) the full cost of outplacement services arranged by the Company and provided to the Executive for 12 months or (ii) $25,000.00.

2.5. Termination During Window Period Other than by the Company for Cause or Disability. If the Executive’s employment with the Company is terminated during the Window Period, either (i) by the Company for any or no reason other than for Cause or Disability or (ii) by the Executive due to his or her employment having been materially altered (as defined in Section 2.5(d) below), the Executive shall be entitled to payment of the Executive’s then current base salary through the Date of Employment Termination and all other unpaid amounts, if any, including without limitation unpaid reimbursements, to which the Executive is entitled as of the Date of Employment Termination, plus the following amounts and benefits:

(a)  Severance Amount. The Executive shall receive a severance payment equal to 18 months of the Executive’s Reference Compensation. This severance payment amount shall be paid in a lump sum as soon as practicable following the Executive’s Date of Employment Termination but subject to the provisions of Section 3 and Section 6.2.

(b)  Health Benefits Continuation. Commencing on his or her Date of Employment Termination, and except as next provided, for the duration of the Benefits Continuation Period, the Executive shall be entitled to receive from the Company the same or equivalent health (including prescription), dental, and vision care coverages, at the same levels and coverages as Executive was receiving on the day immediately prior to his or her Date of Employment Termination. The Executive shall be required to pay no more for the above-mentioned benefits than he or she paid as an active employee, or if provided by the Company at no cost to the employee on the date immediately prior to the Executive’s Date of Employment Termination, the benefits shall continue to be made available to the Executive on this basis. With respect to any particular benefit, the benefit’s continuation described in this paragraph shall end earlier than the end of the Benefits Continuation Period as of the date the Executive (or in the case of dependent coverage, the Executive’s dependent), is eligible for the benefit under a plan, program or arrangement of a subsequent employer which provides a benefit that is substantially equivalent to the benefit being terminated.

(c)  Outplacement. The Company shall provide or make available arrangements for reasonable outplacement services for the Executive and will pay the lesser of (i) the full cost of outplacement services arranged by the Company and provided to the Executive for 12 months or (ii) $25,000.00.

(d)  Executive’s employment shall be materially altered following a change of control if (i) there is a material reduction in duties or adverse change in conditions of employment; (ii) a relocation of Executive’s office in excess of 30 miles is required; (iii) there is a change in reporting relationship; or (iv) the Executive’s targeted total compensation is decreased; and upon written notice by the Executive, the Company fails to cure such alteration within 30 days.

3. Waiver and Release Agreement. In consideration of the payments described in Section 2.4, Section 2.5, Section 4 and Section 5, to which payments the Executive would otherwise not be entitled, and as a pre-condition to the Executive becoming entitled to such payments under this Agreement, the Executive agrees to execute at the time of Executive’s termination of employment a waiver, general release and restrictive covenants agreement (the “Release and Covenants Agreement”) in such form as is presented by the Company, by which the Executive releases the Company from all claims arising from the Executive’s employment by the Company or termination thereof and agrees to abide by the terms of the restrictive covenants set forth therein with respect to confidentiality, noncompetition, nonsolicitation,

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nondispargement and the like. The payment of any amounts pursuant to Section 2.4, Section 2.5, Section 4 and Section 5 shall not be paid prior to the Company’s receipt of a duly executed Release and Covenants Agreement, all applicable revocation periods have fully expired, and the Release and Covenants Agreement becomes fully and finally enforceable. The parties hereto acknowledge that the payments pursuant to Section 2.4, Section 2.5, Section 4 and Section 5 are to be provided in part in consideration for the above-specified release.

4. Certain Additional Payments by the Company.

(a)  Notwithstanding anything in this Agreement to the contrary and except as set forth in this Section 4, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive, only if the aggregate present value of such Payments exceeds the Executive’s 280G Limit by more than 10%, an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax (including any interest or penalties imposed with respect to such taxes) imposed upon the Payments. If the aggregate present value of such Payments exceeds the Executive’s 280G Limit by 10% or less, then such Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of the Payments without causing such Payments to exceed the 280G Limit, so that no excise tax would be payable under section 4999 of the Code. For purposes of this Agreement, “present value” shall be determined in accordance with Section 280G(d)(4) of the Code, and the “280G Limit” is the amount of Payments that can be paid without causing any amount to be nondeductible under Section 280G of the Code or subject to excise tax under Section 4999 of the Code. The Executive shall determine which and how much of the Payments shall be reduced consistent with the requirements of this Section 4(a), provided that, if the Executive does not make such determination within 10 business days after the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Payments shall be eliminated or reduced consistent with the requirements of Section 4(a) and shall notify the Executive promptly of such election.

(b)  Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4 , including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s external auditors (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the

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initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c)  The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i)  give the Company any information reasonably requested by the Company relating to such claim,

(ii)  take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by attorneys reasonably selected by the Company,

(iii)  cooperate with the Company in good faith in order effectively to contest such claim, and

(iv)  permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option subject to the first proviso below, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; further provided, that the Company may direct the Executive to pay such claim and sue for a refund, only if the Company is permitted by applicable law to, and does, advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and, further provided, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be

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entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)  If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

5. Special Vesting Rules for Stock Incentives and Cash Incentive Plans. If there is a Change of Control, then, notwithstanding any contrary provision of any of the Company’s Stock Incentive or Option Plans (the “Plans”) and notwithstanding any contrary provision in an equity award agreement under the Plans pursuant to which Executive has received an equity incentive grant, the Executive’s outstanding awards under the Plans (including, the Executive’s stock option and restricted stock awards, if any) shall fully and immediately vest upon the consummation of the Change of Control. This Section 5 shall not be changed or otherwise modified without the written consent of the Executive.

In addition, if the Executive’s employment with the Company terminates pursuant to Section 2.4 and Section 2.5, any awards that the Executive has been granted under the Company’s Long Term Incentive Plan, the Company’s 2006 Executive Annual Incentive Plan or any other annual or long-term incentive cash bonus program in which the Executive participates shall be calculated and paid, in a lump sum as soon as practicable following the Executive’s Date of Employment Termination but subject to the provisions of Section 3 and Section 6.2, at the target amount as if all performance metrics had been met for the applicable performance period, and pro-rated for the number of months of the performance period that have elapsed, including the calendar month in which the termination of employment occurs.

6. Miscellaneous.

6.1. Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

If to the Company:
Laureate Education, Inc.
1001 Fleet Street
Baltimore, MD  21202
	Attention:  Office of General Counsel

If to the Executive:

[Name]

[Address]

[City, State Zip]

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[Tel.]

or to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes three days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

6.2. Section 409A Compliance. Notwithstanding anything to the contrary contained herein, in the event that the Company determines that any payment under this Agreement is subject to Section 409A of the Code, such payments under this Agreement shall not be made until six months after the Executive separates from service (or, if earlier, the date Executive dies) to the extent necessary to avoid the imposition of the additional 20% tax under Section 409A of the Code. The Company and the Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A of the Code or as otherwise needed to ensure that this Agreement complies with Section 409A of the Code.

6.3. Representations. The Executive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive represents that performance of all the terms of this Agreement will not breach any similar agreement. Executive has not entered into, and Executive agrees not to enter into, any oral or written agreement in conflict herewith.

6.4. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

6.5. Survival. It is the express intention and agreement of the parties hereto that the provisions of Section 2 hereof shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

6.6. Assignment. The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets of the Company or similar reorganization to a successor entity. In connection with a transaction described in item (ii) of the preceding sentence under which the Executive’s employment is transferred to a successor in the transaction, the Company’s failure to obtain the agreement of its successor to perform the Company’s obligations under this Agreement shall be treated as a termination by the Company without Cause and during the Window Period following a Change of Control under Section 2.5 of this Agreement and under the Executive’s Company equity agreements.

6.7. Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

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6.8. Amendment; Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the parties hereto. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

6.9. Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

6.10. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Maryland (but not including the choice of law rules thereof).

6.11. Entire Agreement. This Agreement and any agreements entered into in connection with the Executive’s equity participation in the Company (as modified by Section 5 of this Agreement) constitute the entire agreement between the parties respecting the employment of Executive, there being no representations, warranties or commitments except as set forth herein, and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including as applicable any now existing employment letter between the Company and the Executive. The Executive acknowledges and agrees that he or she shall not be entitled to receive any severance payment under any other Company severance policy, plan or practice.

6.12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

6.13. No Right to Continued Employment. Nothing in this Agreement shall be deemed to give the Executive the right to be retained in the employ of the Company, or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.

6.14. Definitions.

“Benefit Continuation Period” means the applicable period upon which the Executive’s severance payment under Section 2.4 or Section 2.5 is based, treating the period as though it runs from the Date of Employment Termination.

“Cause” means (i) fraud; (ii) misrepresentation; (iii) theft or embezzlement of assets of the Company; (iv) intentional violations of law involving moral turpitude; (v) failure to follow the Company’s business conduct and ethics policy; and/or (vi) the continued failure by the Executive to attempt in good faith to perform his or her duties as reasonably assigned by the Chief Executive Officer to the Executive for a period of 60 days after a written demand for such performance which specifically identifies the manner in which it is alleged the Executive has not attempted in good faith to perform such duties.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Change of Control” means any of the following events:

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(i)a merger or consolidation to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving Company immediately following the effective date of such merger or consolidation;

(ii)the direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) in the aggregate of securities of the Company representing 40% or more of the total combined voting power of the Company’s then issued and outstanding securities by any person or entity, or group of associated persons or entities acting in concert; provided, however, that for purposes hereof, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company shall not constitute a Change of Control;

(iii)the sale of the properties and assets of the Company, substantially as an entirety, to any person or entity which is not a wholly-owned subsidiary of the Company;

(iv)the stockholders of the Company approve any plan or proposal for the liquidation of the Company; or

(v)a change in the composition of the Board at any time during any consecutive 24-month period such that the “Continuity Directors” cease for any reason to constitute at least a 51% of the Board. For purposes of this clause, “Continuity Directors” means those members of the Board who either (a) were directors at the beginning of such consecutive 24-month period, or (b) were elected by, or on the nomination or recommendation of, at least a two-thirds majority of the then-existing Board of Directors.

“Date of Employment Termination” means (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated because of the Executive’s Disability, 30 days after Notice of Termination, provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period; (iii) if the Executive’s employment is terminated by the Company for Cause, the date immediately following the Notice of Termination; (iv) if the Executive’s employment is terminated by the Company other than for Cause or Disability, 30 days after the Notice of Termination; or (v) if the Executive voluntarily terminates his or her employment, the date 21 days after the Notice of Termination.

“Disability” means the Executive’s inability to perform all of the Executive’s duties hereunder by reason of illness, physical or mental disability or other similar incapacity, as determined by the Chief Executive Officer in his or her sole discretion, which inability shall continue for more than three consecutive months; provided, however, that the Executive does not hereby waive any rights under the Americans with Disabilities Act or other applicable law.

“Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances

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claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

“Reference Compensation” means the sum of the Executive’s annual salary and annual bonus divided by twelve. For purposes of this definition, the Executive’s annual salary is the greater of the annual rate of his or her base salary from the Company and its subsidiaries in effect immediately prior to the Date of Employment Termination, or the annual rate of the Executive’s base salary from the Company and its subsidiaries in effect immediately prior to the date of consummation of the Change of Control. For purposes of this definition, annual bonus shall mean the Executive’s target annual bonus under the Company’s annual incentive compensation plan for the year that includes his or her Date of Employment Termination. The term annual bonus does not include any special or sign-on bonus that is not part of the Company’s regular and recurring program of annual incentive compensation and does not include awards under the Company’s Long Term Incentive Plan.

“Window Period” means the period that commences six months prior to the execution of an agreement, the consummation of which would result in a Change of Control (whether or not such Change of Control actually occurs) and ends upon the earlier of (i) the expiration of the eighteen-month period commencing on the date of consummation of a Change of Control or (ii) abandonment of the Change of Control transaction by the parties. Furthermore, only the first Change of Control shall be counted in determining whether there is a Window Period, and, as a result, there shall not be multiple Window Periods under this Agreement.

{Signature page follows}

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first herein above written.

LAUREATE EDUCATION, INC.

By:

EXECUTIVE

By:

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EX-99.(E)(2)

Exhibit (e)(2)

Confidentiality and Non-Disclosure Agreement

The purpose of this Confidentiality and Non-Disclosure Agreement, dated as of August 17, 2006 (this “Agreement”), is to set forth the mutual understanding of the parties hereto with respect to certain information and materials relating to Laureate Education, Inc., a Maryland corporation (together with its subsidiaries and affiliates, the “Company”), that may be furnished or made available to Sterling Capital Partners II, a Delaware partnership (“Sterling”), by the Company in connection with discussions between Sterling and the Company regarding a possible business transaction involving the Company (the “Transaction”).

1.(a)As a condition to the furnishing by the Company of the Confidential Information (as defined below), Sterling agrees (i) that the Confidential Information will be used by Sterling or its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financing sources, financial advisors and any representatives of such advisors) (collectively, the “Representatives”) solely for the purpose of evaluating and consulting on the Transaction, and (ii) that Sterling and its Representatives will keep such Confidential Information strictly in confidence and will not disclose the Confidential Information to any person or entity, except as otherwise provided herein. Each Sterling Representative to whom such Confidential Information is disclosed must have (i) a need to be provided access to such Confidential Information for the purpose of evaluating the Transaction , (ii) been informed of the confidential nature of the Confidential Information, (iii) agreed to use the Confidential Information solely for the purpose of evaluating or consulting on the Transaction, (iv) agreed not to disclose such Confidential Information, which agreement shall expressly provide that the Company is a third party beneficiary thereof, and (v) been informed by Sterling that the Confidential Information is not available to the general public. In no event may Confidential Information be disclosed to any Sterling Representative who is an officer of an operating company in Sterling’s portfolio in the education industry (each a “Sterling Education Portfolio Company”). For purposes of this Agreement, Doug Becker and Chris Hoehn-Sarie will not be Representatives.

(b)For purposes of this Agreement, the term “Confidential Information” shall include all technical, financial, business, marketing and other information of the Company disclosed by the Company to Sterling or its Representatives on or after the date of this Agreement, in any form or medium, whether or not designated orally, visually or in writing as confidential (or like designation) at the time of disclosure, that derives economic value, actual or potential, from not being known to the general public, including, without limitation, all data, reports, interpretations,, forecasts, projections, budgets, records, formulas, patterns, client project reports, compilations, programs, course materials, compositions, devices, methods, techniques, drawings, processes, computer programs, algorithms, inventions, designs, financial data, financial plans, product plans, lists or information concerning actual or potential customers, information regarding business plans and operations, methods and plans of operation, marketing strategies, sales and distribution plans or strategies, cost information, pricing strategies and other information concerning or relating to the Company or its projects furnished by or on behalf of the Company in connection with the evaluation of the Transaction; provided, however, that Confidential Information shall not include information that (i) was or becomes generally available to the public other than as a result of a disclosure by Sterling or its Representatives in

violation of this Agreement, (ii) was or becomes available to Sterling on a non-confidential basis from a source other than the Company or its Representatives, (iii) was within Sterling’s possession or that of its Representatives prior to its being furnished to Sterling by or on behalf of the Company hereunder, or (iv) is independently acquired or developed by Sterling or its Representatives without violating any obligations under this Agreement. The foregoing obligations and restrictions shall also apply to the extent disclosure is legally compelled, subject to the provisions of subsection (d) below.

(c)In the event that this Agreement is terminated by either the Company or Sterling, (i) each of the covenants and agreements contained in this Agreement, and each of the rights granted hereunder, shall survive such termination for a period of two years from the date hereof, unless otherwise provided herein, and (ii) Sterling or its Representatives will each, to the extent permitted by applicable law and regulation, within 10 days after written request from the Company, destroy or return to the Company all Confidential Information furnished to Sterling or its Representatives by or on behalf of the Company. Sterling will also keep confidential or destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by Sterling or its Representatives to the extent based upon, containing or otherwise reflecting any Confidential Information; provided, however, that Sterling or its Representatives shall be permitted to retain one archival copy of the Confidential Information for record purposes only. Any destruction of materials shall, upon written request of the Company, be verified by Sterling to the Company in writing.

(d)In the event that Sterling or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, Sterling or its Representatives, as applicable, will, where permitted under applicable law, rule or regulation, if practicable, provide the Company with prompt notice of any such request or requirement so that the Company may, at its sole cost, seek an appropriate protective order. If, failing the entry of a protective order, Sterling or its Representatives are required to disclose Confidential Information, Sterling or its Representatives may disclose without liability hereunder that portion of the Confidential Information which Sterling believes in good faith it is required to disclose. Sterling will not oppose any reasonable action by the Company to obtain, and will reasonably cooperate with the Company in obtaining, at the Company’s sole cost, an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

2.Sterling and its Representatives agree not to use the Confidential Information for any purpose whatsoever except for purposes directly related to evaluation of or consulting on the Transaction. Sterling and its Representatives agree that they shall protect the confidentiality of, and take reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality. Sterling will promptly advise the Company in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the Company in any lawsuit related thereto. Sterling acknowledges that the obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of this Agreement.

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3.No copies of any Confidential Information may be made except to implement the purposes of this Agreement or as permitted by the Company. Any materials, documents, notes, memoranda, drawings, sketches and other tangible items containing, consisting of or relating to the Confidential Information which are furnished in connection with this Agreement, or are in Sterling or its Representatives’ possession, and all copies thereof, remain the property of the Company and shall be promptly returned to the Company or destroyed as provided herein. Nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information.

4.For a period of two years following the termination of this Agreement, without the prior written consent of the Company, Sterling and its Representatives agree not to solicit for employment or hire any of the current employees of the Company (with the exception of Doug Becker) who are directly or indirectly introduced or otherwise have contact with Sterling or its Representatives as a result of the evaluation of or consulting on the Transaction for so long as they are employed by the Company. Notwithstanding the foregoing, neither Sterling nor its affiliates, including, but not limited to, any Sterling Education Portfolio Company, shall be precluded from placing an advertisement for employment placed through general communications or media channels, or hiring any such employee who responds to either such an employment advertisement or a solicitation made by an employment agency or corporate recruiter and not targeted to employees of the Company.

5.Sterling hereby acknowledges that it is aware, and that it will advise its Representatives, that the securities laws of the United States prohibit any person who is aware of material non-public information concerning the Company or a possible Transaction involving the Company from purchasing or selling the Company’s securities or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

6.During the Standstill Period (as defined below), without the prior written consent of the Company, Sterling agrees that it shall not agree, or advise, assist, encourage, provide information or provide financing to others, to, individually or collectively, directly or indirectly:

(a)acquire or offer to acquire or agree to acquire from any individual, partnership, limited partnership, limited liability company, firm, joint venture, association, joint-stock company, corporation, trust, business trust, unincorporated organization or other entity or government or any department or agency thereof (each, a “Person”), directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or otherwise, beneficial ownership of any equity securities of the Company, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire); or

(b)make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the Regulation 14A promulgated under the Exchange Act), become a “participant” in any “election contest” (as such terms are defined in

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Rule 14a-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit stockholders of the Company for the approval of any stockholder proposals, in each case with respect to the Company; or

(c)except for the purpose of entering into a consensual transaction with the Company, form, join, in any way participate in, or encourage the formation of, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; or

(d)except for the purpose of entering into a consensual transaction with the Company, deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect; or

(e)alone or in concert with others, seek, or encourage or support any effort, to influence or control the management, Board of Directors, business, policies, affairs or actions of the Company; or

(f)disclose any intention, plan or arrangement inconsistent with the foregoing.

As used in this Agreement, the term “Standstill Period” shall mean that period commencing on the date of execution of this Agreement and expiring on the first anniversary hereof.

7.It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that the non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Agreement and shall be in addition to all other remedies available at law or equity to the non-breaching party.

8.This Agreement does not represent, and in no way implies:  (i) a partnership, joint venture or other commercial relationship with the Company; (ii) an authorization for either party to act as the agent or representative of the other; or (iii) an agreement or commitment by either party to purchase, acquire, develop, or use the products or services of the other party.

9.Sterling and its Representatives acknowledge that the Company makes no representation or warranty as to the accuracy or completeness of the Confidential Information.

10.Except as otherwise permitted in this Agreement, except as required by applicable law (or, in the case of the Company, the rules of the NASDAQ Stock Market or its fiduciary duties under Maryland law) and except as expressly permitted  by a definitive agreement, if any, entered into by Sterling with respect to a Transaction, neither Sterling nor its Representatives, on the one hand, nor the Company nor its Representatives, on the other hand, will disclose to any person other than their respective Representatives the fact that the Confidential Information has been made available to Sterling or its Representatives or that Sterling or its Representatives have

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inspected any portion of the Confidential Information. Except with the prior written consent of the Company, on the one hand, and the prior written consent of Sterling, on the other hand, and except as expressly permitted by a definitive agreement, if any, entered into by Sterling with respect to a Transaction, neither Sterling nor its Representatives, nor the Company nor its Representatives, respectively, will disclose the fact that any discussions or negotiations are taking place concerning a possible Transaction, including the status of them.

11.Nothing contained herein shall be deemed to constitute an agreement by, or a binding commitment of, the Company to furnish any Confidential Information, in whole or in part, whether or not such refusal is due to regulatory or legal restriction or otherwise.

12.This Agreement shall be construed under the laws of the State of Maryland, and any and all disputes arising out of or in connection with the execution, interpretation, performance or non-performance of this Agreement shall be exclusively brought in the state or federal courts located in Baltimore, Maryland and the parties expressly consent to the exercise of jurisdiction over them for such purpose.

13.This Agreement shall inure to the benefit of the Company and its successors and assigns and shall be binding on each party and its successors and assigns.

14.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together will constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LAUREATE EDUCATION, INC.				STERLING CAPITAL PARTNERS II, LP
By:	/s/ Robert W. Zentz			By:	/s/ Tom D. Wippman
Name:			Robert W. Zentz	Name:			Tom D. Wippman
Title:		Sr. V.P./General Counsel		Title:		Principal and General Counsel

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