Exhibit 9.01

FIRST AMENDMENT dated as of October 24, 2006 (this “Amendment”), to the Five-Year Credit Agreement dated as of August 16, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among LAUREATE EDUCATION, INC., a Maryland corporation (the “Company”); INICIATIVAS CULTURALES DE ESPAÑA, SL, a Spanish limited liability company (“ICE” and, together with the Company, the “Borrowers”); the LENDERS from time to time party thereto; JPMORGAN CHASE BANK, N.A., as Facility Agent (in such capacity, the “Facility Agent”) and Collateral Agent; and J.P. MORGAN EUROPE LIMITED, as London Agent.

WHEREAS the Borrowers have requested that the Lenders agree to amend certain provisions of the Credit Agreement and the Lenders party hereto, constituting the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement. As used in this Amendment, the following terms have the meanings specified below:

“Extension Deed (ICE Intercompany Debt Pledge Agreement)” means the Extension Deed of First Priority Pledge over Credit Rights substantially in the form of Exhibit A to this Amendment.

“Extension Deed (ICE Inversiones Brazil/Escuela Superior Pledge Agreement)” means the Extension Deed of First Priority Pledge of Participations substantially in the form of Exhibit B to this Amendment.

SECTION 2. Amendment to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) The preamble to the Credit Agreement is amended by deleting “US$150,000,000” and “US$100,000,000” and replacing them with “US$200,000,000” and “US$150,000,000”, respectively.

(b) Article I of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

“AIEP” means Instituto Profesional AIEP SA, a wholly owned subsidiary of the Company.

“Chilean Refinancing Indebtedness” means (a) Indebtedness of DESUP to Corp Banca and Banco de Credito E Inversiones in an aggregate amount not greater than US$18,500,000 and (b) Indebtedness of AIEP to Corp Banca, Banco Santander Santiago, Banco Security and Banco de Credito E Inversiones in an aggregate amount not greater than US$4,600,000; provided that: (i) the net proceeds of such Chilean Refinancing Indebtedness are applied solely to refund, refinance, repurchase or retire the UNAB Seller Note, US$12,500,000 of Indebtedness of UNAB to Corp Banca and Banco de Credito E Inversiones maturing June 20, 2008 and US$10,600,000 of Indebtedness of AIEP to Corp Banca, Banco Santander Santiago, Banco Security and Banco de Credito E Inversiones maturing on multiple dates between December 2006 and February 2011 and (ii) such Chilean Refinancing Indebtedness shall not mature, and shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default or a change in control or similar event) prior to the date one month after the Maturity Date.

“DESUP” means Desarrollo de la Educacion Superior SA, a wholly owned subsidiary of the Company.

“First Amendment” means the First Amendment to this Agreement dated as of October 24, 2006.

“First Amendment Effective Date” means the date on which the conditions to the effectiveness of the First Amendment were satisfied or waived in accordance with the terms thereof.

“UNAB Seller Note” means US$14,800,000 of Indebtedness of DESUP to prior shareholders of UNAB under a seller note maturing May 30, 2007.

(c) Article I of the Credit Agreement is hereby further amended by deleting in their entirety the definitions of “Permitted Refinancing Indebtedness”, “Spanish Tranche Commitment” and “US Tranche Commitment” and replacing such definitions with the following:

“Permitted Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), Indebtedness the net proceeds of which are applied to refund, refinance, repurchase or retire such Original Indebtedness; provided that: (a) the principal amount of such Permitted Refinancing Indebtedness shall not exceed the principal amount

of such Original Indebtedness; (b) other than with respect to Chilean Refinancing Indebtedness, such Permitted Refinancing Indebtedness shall not constitute an obligation of any Subsidiary that shall not have been an obligor in respect of such Original Indebtedness, (c) if such Original Indebtedness shall have been subordinated to the Obligations, such Permitted Refinancing Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; and (d) such Permitted Refinancing Indebtedness shall not mature, and shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default or a change in control or similar event) prior to the earlier of (i) the maturity of such Original Indebtedness and (ii) the date six months after the Maturity Date.

“Spanish Tranche Commitment” means, with respect to each Spanish Tranche Lender, the commitment of such Spanish Tranche Lender to make Spanish Tranche Revolving Loans pursuant to Section 2.01(b) and acquire participations in Spanish Tranche Letters of Credit pursuant to Section 2.05(d), expressed as an amount representing the maximum aggregate amount of such Spanish Tranche Lender’s Spanish Tranche Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or (b) reduced or increased from time to time pursuant to assignments by or to such Spanish Tranche Lender pursuant to Section 11.04. The amount of each Spanish Tranche Lender’s Spanish Tranche Commitment is set forth on Schedule 2.01 under the caption “Commitment as of the First Amendment Effective Date”, or in the Assignment and Assumption pursuant to which such Spanish Tranche Lender shall have assumed its Spanish Tranche Commitment, as the case may be. The aggregate amount of the Spanish Tranche Commitments as of the First Amendment Effective Date is US$150,000,000.

“US Tranche Commitment” means, with respect to each US Tranche Lender, the commitment of such US Tranche Lender to make US Tranche Revolving Loans pursuant to Section 2.01(a) and to acquire participations in Swingline Loans and US Tranche Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such US Tranche Lender’s US Tranche Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or (b) reduced or increased from time to time pursuant to assignments by or to such US Tranche Lender pursuant to Section 11.04. The amount of each US Tranche Lender’s US Tranche Commitment is set forth on Schedule 2.01 under the caption “Commitment as of the First Amendment Effective Date”, or in the Assignment and Assumption pursuant to which such US Tranche Lender

shall have assumed its US Tranche Commitment, as the case may be. The aggregate amount of the US Tranche Commitments as of the First Amendment Effective Date is US$200,000,000.

(d) Section 2.08(d) and 2.08(e) of the Credit Agreement and the definitions of “Augmenting Lender”, “Commitment Increase”, “Increase Effective Date”, “Increasing Lender”, “Initial Loans”, “Non-Increasing Lender” and “Subsequent Borrowings” in Article I of the Credit Agreement are hereby deleted in their entirety.

(e) Section 6.02 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause 6.02(ix), (ii) deleting “.” at the end of clause 6.02(x) and inserting “; and” in place thereof and (iii) inserting the following new clause 6.02(xi): “Liens on assets of any Subsidiary securing Chilean Refinancing Indebtedness of such Subsidiary.”

(f) Section 6.07(b) of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause 6.07(b)(iv), (ii) deleting “.” at the end of clause 6.07(b)(v) and inserting “; and” in place thereof and (iii) inserting the following new clause 6.07(b)(vi): “prepayments of the UNAB Seller Note”

(g) Schedule 2.01 to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto.

SECTION 3. Loan Reallocation. On the Amendment Effective Date, (i) the aggregate principal amount of the Revolving Loans of each Class outstanding immediately prior to the effectiveness of this Amendment (“Initial Loans”) shall be deemed to have been paid, (ii) each Lender that shall have been a US Tranche Lender or Spanish Tranche Lender, as the case may be, immediately prior to the effectiveness of this Amendment whose Tranche Percentage of such Class shall have increased as a result of this Amendment (each, an “Increasing Lender”) shall pay to the Facility Agent in same day funds an amount equal to the difference between (A) the product of (1) such Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to this Amendment), multiplied by (2) the amount of the Subsequent Borrowings of such Class (as defined below) and (B) the product of (1) such Increasing Lender’s applicable Tranche Percentage (calculated without giving effect to this Amendment), multiplied by (2) the amount of the Initial Loans of such Class, (iii) each Lender that shall not have been a US Tranche Lender or Spanish Tranche Lender, as the case may be, prior to the effectiveness of this Amendment whose Commitment of such Class shall have been extended as a result of this Amendment (each, a “New Lender”) shall pay to the Facility Agent in same day funds an amount equal to the product of (1) such New Lender’s applicable Tranche Percentage (calculated after giving effect to this Amendment) multiplied by (2) the amount of the Subsequent Borrowings of such Class, (iv) after the Facility Agent receives the funds specified in clauses (ii) and (iii) above, the Facility Agent shall pay to each Lender whose Tranche Percentage of such Class shall not have increased as a result of this Amendment (each, a “Non-Increasing Lender”) the portion of such funds that is equal to the difference between (A) the product of (1) such Non-

Increasing Lender’s applicable Tranche Percentage (calculated without giving effect to this Amendment) multiplied by (2) the amount of the Initial Loans of such Class, and (B) the product of (1) such Non-Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to this Amendment) multiplied by (2) the amount of the Subsequent Borrowings of such Class, (v) after the effectiveness of this Amendment, the applicable Borrower shall be deemed to have made new Borrowings of such Class (“Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans of such Class and of the Types and for the Interest Periods applicable to the Borrowings of which the Initial Loans are a part (with the LIBO Rates for the remaining portion of such Interest Periods being the same as the LIBO Rates applicable as of the Amendment Effective Date to the Initial Loans) and (vi) each Non-Increasing Lender, each Increasing Lender and each New Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing of such Class (each calculated after giving effect to this Amendment). The applicable Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans on the Interest Payment Dates applicable to the Subsequent Borrowings. Notwithstanding anything to the contrary, if the Amendment Effective Date occurs other than on the last day of the Interest Period relating thereto, the deemed payments made to each Lender party to this Amendment pursuant to clause (i) above shall not be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.15 of the Credit Agreement (it being understood and agreed that such deemed payments made to Lenders not party to this Amendment shall be subject to compensation by the applicable Borrower pursuant to said Section of the Credit Agreement).

SECTION 4. Representations and Warranties. Each Borrower represents and warrants to the Facility Agent and each Lender that as of the Amendment Effective Date and immediately after giving effect to this Amendment:

(a) the representations and warranties of the Borrowers set forth in the Credit Agreement are true and correct in all material respects, with the same effect as if made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties are true and correct in all material respects as of such earlier date);

(b) this Amendment has been duly authorized, executed and delivered by the Borrowers, and each of this Amendment and the Credit Agreement as amended hereby constitutes a legal, valid and binding obligation of the Borrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and

(c) no Default or Event of Default has occurred and is continuing.

SECTION 5. Conditions to Effectiveness. This Amendment shall become effective as of the date that the following conditions are satisfied or waived pursuant to Section 11.02 of the Credit Agreement (the “Amendment Effective Date”):

(a) The Facility Agent shall have received duly executed counterparts hereof which, when taken together, bear the authorized signatures of (i) each Borrower, (ii) each Lender whose Commitment shall have increased as a result of this Amendment, (iii) each New Lender and (iv) Lenders constituting the Required Lenders (determined based on the Commitments in effect immediately prior to the effectiveness of this Amendment).

(b) The representations and warranties set forth in Section 4 above shall be true and correct in all material respects.

(c) No Default or Event of Default shall have occurred and be continuing.

(d) The Facility Agent shall have received a certificate, signed by the President, a Vice President or a Financial Officer of the Company, confirming the satisfaction of the conditions set forth in paragraphs (b) and (c) above on and as of the Amendment Effective Date and after giving effect to this Amendment.

(e) The Agents shall have received favorable written opinions (addressed to the Agents and the Lenders and dated as of the Amendment Effective Date) of (i) Robert W. Zentz, General Counsel of the Company, (ii) Gómez-Acebo & Pombo Abogados, S.L., Spanish counsel for the Company and ICE, (iii) Houthoff Buruma, Dutch counsel for the Company and ICE, and (iv) DLA Piper Rudnick Gray Cary US LLP, US counsel for the Company and ICE, in each case in form and substance reasonably acceptable to the Facility Agent.

(f) The Facility Agent shall have received such documents as the Facility Agent or its counsel may reasonably request confirming ICE has provided notice of this Amendment to the Bank of Spain.

(g) The Facility Agent shall have received (i) a counterpart of the Extension Deed (ICE Intercompany Debt Pledge Agreement) duly executed and delivered by ICE and (ii) a counterpart of the Extension Deed (ICE Inversiones Brazil/Escuela Superior Pledge Agreement) duly executed and delivered by ICE.

(h) The Facility Agent shall have received such documents as the Facility Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Amendment and any other legal matters relating to the Credit Parties,

the Loan Documents or this Amendment, all in form and substance satisfactory to the Facility Agent and its counsel.

(i) The Facility Agent shall have received all fees, interest and other amounts due and payable under any Loan Document or in connection with this Amendment on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company hereunder or under any Loan Document.

(j) All adjustments and payments required pursuant to Section 3 above on the Amendment Effective Date shall have been or shall simultaneously be made.

The Facility Agent shall notify the Company and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each of the foregoing conditions shall be satisfied (or waived pursuant to Section 11.02 of the Credit Agreement) at or prior to 5:00 p.m., New York City time, on October 31, 2006 (and, in the event such conditions are not so satisfied or waived, this Amendment shall terminate at such time).

SECTION 6. No Other Amendments; Confirmation. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Facility Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. The representations, warranties and agreements contained herein shall for all purposes of the Credit Agreement be deemed to be set forth in the Credit Agreement. On and after the Amendment Effective Date, any reference to the Credit Agreement contained in the Loan Documents (including, without limitation, the references in Section 2.09(f)(i) and Section 11.11 of the Credit Agreement) shall mean the Credit Agreement as modified hereby.

SECTION 7. New Lenders. Each New Lender that shall have executed and delivered a counterpart to this Amendment shall be a Lender for all purposes under the Credit Agreement. Each New Lender hereby agrees to deliver a completed Administrative Questionnaire to the Facility Agent.

SECTION 8. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 11. Expenses. The Company agrees to reimburse the Facility Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, US counsel for the Facility Agent, and Uria Menendez, Spanish counsel for the Facility Agent.

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

		LAUREATE EDUCATION, INC.,

		by:
				/s/ Robert W. Zentz
				Name: Robert W. Zentz
				Title: Senior Vice President

		INICIATIVAS CULTURALES DE ESPAÑA, SL,

		by:
				/s/ Robert W. Zentz
				Name: Robert W. Zentz
				Title: Director

		JPMORGAN CHASE BANK, N.A., as Facility Agent, Swingline Lender, Issuing Bank and Lender,

		by:
				/s/ Stephen Zajac
				Name: Stephen Zajac
				Title: Senior Vice President

LENDER SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE LAUREATE EDUCATION, INC. FIVE-YEAR CREDIT AGREEMENT DATED AS OF AUGUST 16, 2006