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.	Douglas L. Becker	The persons listed on Schedule I hereto
	(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  Jeffrey R. Patt
Katten Muchin
Rosenman LLP
525 West Monroe
Chicago, IL 60661
(312) 902-5200  David J. Sorkin, Esq.
Simpson Thacher &
Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

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

x	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.
o	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: x

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

Calculation of Filing Fee

Transaction Valuation*
$3,336,768,985 Amount of Filing Fee**
$102,439

*	Calculated solely for purposes of determining the filing fee. The transaction value was determined based upon the sum of (a) $60.50 per share of 51,881,859 shares of the Company’s Common Stock, (b) $60.50 per share of 166,000 shares of the Company’s Common Stock underlying performance share units and (c) $60.50 minus the weighted average exercise price of $24.369 per share underlying options to purchase 5,200,507 shares of the Company’s Common Stock, all with an exercise price of less than $60.50.
**	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: $102,439
Form or Registration No.:  Schedule 14A
Filing Party:  Laureate Education, Inc.
Date Filed:  March 16, 2007

Schedule I

R. Christopher Hoehn-Saric

Steven M. Taslitz

Eric D. Becker

Wengen Alberta, Limited Partnership

L Curve Sub Inc.

Bregal Europe Co-Investment L.P.

Citigroup Private Equity LP

KKR 2006 Limited

S.A.C. Capital Management, LLC

Snow, Phipps & Guggenheim, LLC

Sterling Capital Partners II, L.P.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by (1) Laureate Education, Inc., a Maryland corporation (“Laureate” or the “Company”), the issuer of the Company’s common stock that is subject to the Rule 13e-3 transaction, (2) Douglas L. Becker, an individual and a director and the Chairman of the Board of Directors and Chief Executive Officer of Laureate, (3) R. Christopher Hoehn-Saric, an individual and a director of Laureate, (4) Steven M. Taslitz, an individual, (5) Eric D. Becker, an individual and brother of Douglas L. Becker, who along with Douglas Becker and Messrs. Hoehn-Saric and Taslitz, is a founding member of Sterling Partners, (6) Sterling Capital Partners II, L.P., a Delaware limited partnership, (7) Wengen Alberta, Limited Partnership, an Alberta limited partnership (“Parent”), (8) L Curve Sub Inc., a Maryland corporation and a direct subsidiary of Parent (“Merger Sub”), (9) Bregal Europe Co-Investment L.P., a Scottish limited partnership, (10) Citigroup Private Equity LP, a Delaware limited partnership, (11) KKR 2006 Limited, a Cayman Islands exempted company, (12) S.A.C. Capital Management, LLC, a Delaware limited liability company, and (13) Snow, Phipps & Guggenheim, LLC, a Delaware limited liability company (collectively, the “Filing Persons”).

Pursuant to the Agreement and Plan of Merger dated as of January 28, 2007 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub, Merger Sub will merge (the “Merger”) with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation.  Upon completion of the Merger, each share of the Company’s common stock issued and outstanding as of the effective time of the Merger (other than shares of the Company’s common stock owned by Parent immediately prior to the effective time of the Merger, including shares acquired by Parent from Douglas L. Becker, Eric D. Becker, Messrs. Hoehn-Saric and Taslitz and certain trusts affiliated with them) will be converted into the right to receive $60.50 in cash.  Except as otherwise agreed by Parent and a holder of options to acquire shares of the Company’s common stock or of unvested restricted shares, or as otherwise provided in the Merger Agreement, to the extent applicable, outstanding options, unvested restricted shares and performance share units will, as of the effective time of the Merger, be treated as follows:

•all outstanding options to acquire shares of the Company’s common stock will be canceled and, in exchange for such cancellation, each holder will be entitled to receive from the surviving corporation promptly following the effective time of the Merger a cash payment equal to the number of shares of the Company’s common stock underlying the holder’s option or options multiplied by the amount by which $60.50 exceeds the exercise price for each share of the Company’s common stock underlying the option or options, without interest and less any applicable withholding taxes;

•each unvested Company restricted share outstanding immediately prior to the effective time of the Merger will vest and become free of restrictions and will be canceled and converted into the right to receive $60.50, without interest and less any applicable withholding taxes, in the Merger; and

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

The Merger Agreement provides that, in connection with the consummation of the Merger, specified unvested options to purchase shares of the Company’s common stock and specified unvested Company restricted shares will be canceled without payment therefor and, in lieu of making the payments described above, the surviving corporation will establish a retention bonus award plan, pursuant to which each holder of such canceled option or restricted share will be entitled to receive a cash payment, without interest and less any applicable withholding taxes, equivalent to the amount the holder otherwise would have received for such award promptly following the effective time of the Merger in respect to such canceled options and restricted shares, provided that the holder remains employed by the surviving corporation through the first (or second, for certain employees) anniversary of the effective time of the Merger.

Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to approve the Merger and the Merger Agreement.  The approval of the Merger and the Merger Agreement requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding as of the close of business on the record date relating to the special meeting of stockholders.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.  The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement.  All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that Laureate is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of Laureate within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

TABLE OF CONTENTS

		Page
Item 1.	Summary Term Sheet	3
Item 2.	Subject Company Information	3
Item 3.	Identity and Background of Filing Person(s)	3
Item 4.	Terms of the Transaction	4
Item 5.	Past Contacts, Transactions, Negotiations and Agreements	5
Item 6.	Purposes of the Transaction and Plans or Proposals	5
Item 7.	Purposes, Alternatives, Reasons and Effects	6
Item 8.	Fairness of the Transaction	7
Item 9.	Reports, Opinions, Appraisals and Certain Negotiations	8
Item 10.	Source and Amounts of Funds or Other Consideration	9
Item 11.	Interest in Securities of the Subject Company	10
Item 12.	The Solicitation or Recommendation	10
Item 13.	Financial Information	11
Item 14.	Persons/Assets, Retained, Employed, Compensated or Used	11
Item 15.	Additional Information	12
Item 16.	Exhibits	12
SIGNATURES		14
Annex A		18
Exhibit Index		19

2

Item 1.  Summary Term Sheet

Regulation M-A Item 1001

                The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”

Item 2.  Subject Company Information

Regulation M-A Item 1002

                (a)           Name and Address.  The Company’s name and the address and telephone number of its principal executive office are as follows:

Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland  21202
(410) 843-6100

                (b)           Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Record Date”

                (c)           Trading Market and Price.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Market Price and Dividend Data” is incorporated herein by reference.

                (d)           Dividends.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Market Price and Dividend Data” is incorporated herein by reference.

                (e)           Prior Public Offerings.  None.

                (f)            Prior Stock Purchases.  The information set forth in the Proxy Statement under the caption “Important Information About Laureate — Prior Stock Purchases” is incorporated herein by reference.

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

Regulation M-A Item 1003

                (a)           Name and Address.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders

                (b)           Business and Background of Entities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”

3

“Important Information About Laureate”
Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders

                (c)           Business and Background of Natural Persons.  The information set forth in the Proxy Statement as Annex E — Information Relating to Laureate Directors and Executive Officers, the Sponsors, the Sterling Founders and certain trusts affiliated with the Sterling Founders is incorporated herein by reference.

Item 4.  Terms of the Transaction

Regulation M-A Item 1004

                (a)           Material Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“Special Factors”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

                (c)           Different Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger and the Merger Agreement — Treatment of Options, Restricted Shares and Performance Share Units”

                (d)           Appraisal Rights.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“The Special Meeting — No Dissenters’ Rights”
“The Merger and the Merger Agreement — Merger Consideration”
“No Dissenters’ Rights”

                (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 Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

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

4

Item 5.  Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

                (a)           Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors — Certain Relationships Between Parent and Laureate”

                (b)           Significant Corporate Events.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

                (c)           Negotiations or Contacts.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

                (e)           Agreements Involving the Subject Company’s Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“The Voting Agreement”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
Annex B —Voting Agreement

                                Citigroup Inc., an affiliate of Citigroup Private Equity LP, and its affiliates are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research), which may in the ordinary course of business include providing financial services to the Company.

Item 6.  Purposes of the Transaction and Plans or Proposals

Regulation M-A Item 1006

                (b)           Use of Securities Acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”

5

“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger and the Merger Agreement — The Merger”
“The Merger and the Merger Agreement — Treatment of Options, Restricted Shares and Performance Share Units”
Annex A — Agreement and Plan of Merger

                (c)(1)-(8) Plans.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”

“Special Factors — Delisting and Deregistration of the Company’s Common Stock”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 7.  Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

                (a)           Purposes.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

                (b)           Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”

                (c)           Reasons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”

6

“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

                (d)           Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”
“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 8.  Fairness of the Transaction

Regulation M-A 1014

                (a)           Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of the Sterling Founders, certain affiliated trusts and SCP II as to Fairness”
“Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (b)           Factors Considered in Determining Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

7

Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (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 the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”

“The Special Meeting — Voting Rights; Quorum; Vote Required for Approval”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”

“The Merger and the Merger Agreement”

                (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 the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of the Sterling Founders, certain affiliated trusts and SCP II as to Fairness”
“Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (e)           Approval of Directors.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

(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 the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

8

“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“The Merger and the Merger Agreement — Representations and Warranties”
“Important Information About Laureate — Projected Financial Information”
Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

                (b)           Preparer and Summary of the Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Opinions of the Special Committee’s Financial Advisors”
“The Merger and the Merger Agreement — Representations and Warranties”

Annex C — Opinion of Morgan Stanley & Co. Incorporated
Annex D — Opinion of Merrill Lynch, Pierce, Fenner and Smith Incorporated

            (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 the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

(b)           Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Consummated”
“Special Factors — Financing of the Merger”
“The Merger and the Merger Agreement”
Annex A — Agreement and Plan of Merger

(c)           Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”

9

“The Merger and the Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

(d)           Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“The Merger and the Merger Agreement — Marketing Period”
“The Merger and the Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

Item 11.  Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a)           Securities Ownership.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”

“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About Laureate — Security Ownership of Certain Beneficial Owners and Management”

                (b)           Securities Transactions.  Annex A hereto and the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About Laureate — Security Ownership of Certain Beneficial Owners and Management”
“Important Information About Laureate — Prior Stock Purchases”

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 the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Voting Rights; Quorum; Vote Required for Approval”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Voting Agreement”
Annex B — Voting Agreement

10

                (e)           Recommendations of Others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes and Reasons of the Sterling Founders, certain affiliated trusts and SCP II”
“Special Factors — Purposes and Reasons of Parent, Merger Sub, and the Sponsors”
“Special Factors — Purposes, Reasons and Plans for Laureate after the Merger”

Item 13.  Financial Information

Regulation M-A Item 1010

                (a)           Financial Statements.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About Laureate — Historical Selected Consolidated Financial Data”
“Important Information About Laureate — Ratio of Earnings to Fixed Charges”
“Important Information About Laureate — Book Value Per Share”
“Where You Can Find More Information”

                (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 the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Solicitation of Proxies”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors — Fees and Expenses of the Merger”

                (b)           Employees and Corporate Assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

11

Item 15.  Additional Information

Regulation M-A Item 1011

                (b)           Other Material Information.  The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1)	Letter to Employees of Laureate Education, Inc., dated January 28, 2007, incorporated herein by reference to the Schedule 14A filed by Laureate Education, Inc. with the Securities and Exchange Commission on January 29, 2007
(a)(2)	Letter to Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Laureate Education, Inc. with the Securities and Exchange Commission on March 16, 2007 (the “Proxy Statement”)
(a)(3)	Notice of Special Meeting of Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement
(a)(4)	Proxy Statement of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement
(b)(1)	Debt Commitment Letter, dated as of January 28, 2007, among L Curve Sub Inc. and Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc.
(c)(1)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007, incorporated herein by reference to the Proxy Statement
(c)(2)	Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of January 28, 2007, incorporated herein by reference to the Proxy Statement
(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
(d)(1)	Agreement and Plan of Merger, dated January 28, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership, and L Curve Sub Inc., incorporated herein by reference to the Proxy Statement
(d)(2)	Rollover Letter, dated January 28, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership
(d)(3)	Interim Investors Agreement, dated January 28, 2007, by and among Douglas L. Becker, Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto
(d)(4)	Voting Agreement, dated January 28, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11, and, solely for purposes of Section 5.2 thereof, Laureate Education, Inc., incorporated herein by reference to the Proxy Statement

12

(d)(5)	Rollover Letter, dated January 28, 2007, between The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership
(d)(6)	Rollover Letter, dated January 28, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership
(d)(7)	Rollover Letter, dated January 28, 2007, between KJT Gift Trust and Wengen Alberta, Limited Partnership
(d)(8)	Rollover Letter, dated January 28, 2007, between Steven Taslitz and Wengen Alberta, Limited Partnership
(d)(9)	Commitment letter dated March 13, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership
(e)	None
(f)	None
(g)	None

13

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 March 16, 2007

LAUREATE EDUCATION, INC.
By:	/s/ Rosemarie Mecca
Name:	Rosemarie Mecca
Title:	Executive Vice President and Chief Financial Officer
DOUGLAS L. BECKER
/s/ Douglas L. Becker
R. CHRISTOPHER HOEHN-SARIC
/s/ R. Christopher Hoehn-Saric
STEVEN M. TASLITZ
/s/ Steven M. Taslitz
ERIC D. BECKER
/s/ Eric D. Becker

14

BREGAL EUROPE CO-INVESTMENT L.P.
By:	Bregal General Partner Jersey Limited, its general partner
By:	/s/ Paul A. Bradshaw
Name:	Paul A. Bradshaw
Title:	Director
CITIGROUP PRIVATE EQUITY LP
By:	/s/ Todd E. Benson
Name:	Todd E. Benson
Title:	Vice President
KKR 2006 LIMITED
By:	/s/ Henry R. Kravis
Name:	Henry R. Kravis
Title:	Director
L CURVE SUB, INC.
By:	/s/ Brian F. Carroll
Name:	Brian F. Carroll
Title:	Vice President & Chief Operating Officer

15

S.A.C. CAPITAL MANAGEMENT, LLC
By:	/s/ Peter Nussbaum
Name:	Peter Nussbaum
Title:	Authorized Signatory
Snow, Phipps & Guggenheim, LLC
By:	/s/ Ian K. Snow
Name:	Ian K. Snow
Title:	Authorized Signatory
STERLING CAPITAL PARTNERS II, L.P.
By:	SC Partners II, L.P., its general partner
By:	Sterling Capital Partners II, LLC, its general partner
By:	/s/ Steven M. Taslitz
Name:	Steven M. Taslitz
Title:	Senior Managing Director

16

WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	Wengen Investments Limited, its General Partner
By:	/s/ Brian F. Carroll
Name:	Brian F. Carroll
Title:	Director

17

Annex A

                The following is a list of transactions in shares of the Company’s common stock, which to the best knowledge of Citigroup Private Equity LP, have been effected during the period commencing January 12, 2007 and ending March 13, 2007 (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers) in the ordinary course of business.  Citigroup Global Markets Inc., a wholly owned subsidiary of Citigroup Inc., and an affiliate of Citigroup Private Equity LP, engaged in open market transactions which are summarized below to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:

							Buy (B) /
Description of Security	Date	Quantity	Low		High		Sell (S)
Common Stock	1/12/2007	1,405	$	50.46	$	51.00	B
Common Stock	1/12/2007	1,952	50.79		50.91		S
Common Stock	1/16/2007	3,962	51.00		51.26		B
Common Stock	1/16/2007	323	51.08		51.43		S
Common Stock	1/17/2007	19,939	51.12		51.86		B
Common Stock	1/17/2007	1,794	51.12		51.86		S
Common Stock	1/18/2007	3,978	51.27		51.63		B
Common Stock	1/18/2007	4,113	51.40		51.62		S
Common Stock	1/19/2007	9,727	52.30		53.56		B
Common Stock	1/19/2007	3,075	52.15		53.12		S
Common Stock	1/22/2007	1,884	53.05		54.01		B
Common Stock	1/22/2007	956	53.05		54.02		S
Common Stock	1/23/2007	7,227	53.92		54.61		B
Common Stock	1/23/2007	4,353	53.90		54.66		S
Common Stock	1/24/2007	6,866	53.58		54.40		B
Common Stock	1/24/2007	9,050	53.58		54.40		S
Common Stock	1/25/2007	609	53.64		53.92		B
Common Stock	1/25/2007	366	53.55		53.92		S
Common Stock	1/26/2007	7,212	54.07		54.41		B
Common Stock	1/26/2007	1,284	53.89		54.41		S
Common Stock	1/29/2007	199,993	54.41		61.90		B
Common Stock	1/29/2007	64,023	54.41		61.68		S
Common Stock	1/30/2007	2,771	60.30		60.55		B
Common Stock	1/30/2007	6,186	59.51		60.50		S
Common Stock	1/31/2007	12,211	60.30		60.55		B
Common Stock	1/31/2007	1,902	60.34		60.55		S
Common Stock	2/1/2007	51,416	60.15		60.33		B
Common Stock	2/1/2007	1,121	60.15		60.44		S
Common Stock	2/2/2007	27,560	59.99		60.08		B
Common Stock	2/2/2007	1,214	60.00		60.22		S
Common Stock	2/5/2007	1,182	59.80		60.02		B
Common Stock	2/5/2007	3,157	59.77		60.02		S
Common Stock	2/6/2007	3,531	59.80		60.01		B
Common Stock	2/6/2007	28,664	59.80		59.99		S
Common Stock	2/7/2007	2,606	59.64		59.82		B
Common Stock	2/7/2007	4,520	59.64		59.83		S
Common Stock	2/8/2007	945	59.69		59.80		B
Common Stock	2/8/2007	280	59.79		59.79		S
Common Stock	2/9/2007	8,201	59.58		59.73		B
Common Stock	2/9/2007	20,627	59.51		59.77		S
Common Stock	2/12/2007	443	59.54		59.62		B
Common Stock	2/12/2007	261	59.51		59.61		S
Common Stock	2/13/2007	17,083	59.46		59.71		B
Common Stock	2/13/2007	34,057	59.48		59.71		S
Common Stock	2/14/2007	56,688	59.50		59.63		B
Common Stock	2/14/2007	100,638	59.50		59.64		S
Common Stock	2/15/2007	44,101	59.74		59.80		B
Common Stock	2/15/2007	6,479	59.69		59.81		S
Common Stock	2/16/2007	15,750	59.82		59.99		B
Common Stock	2/16/2007	7,725	59.81		59.92		S
Common Stock	2/20/2007	37,085	59.55		59.58		B
Common Stock	2/20/2007	23,470	59.55		59.78		S
Common Stock	2/21/2007	1,488	59.40		59.68		B
Common Stock	2/21/2007	3,635	59.45		59.59		S
Common Stock	2/22/2007	2,924	59.81		60.43		B
Common Stock	2/22/2007	759	59.70		60.43		S
Common Stock	2/23/2007	3,919	60.24		60.30		B
Common Stock	2/23/2007	7,515	60.23		60.30		S
Common Stock	2/26/2007	564	60.36		60.40		B
Common Stock	2/26/2007	5,511	60.13		60.43		S
Common Stock	2/27/2007	20,306	59.60		60.40		B
Common Stock	2/27/2007	3,802	59.59		60.40		S
Common Stock	2/28/2007	92,332	59.65		59.95		B
Common Stock	2/28/2007	74,986	59.56		59.96		S
Common Stock	3/1/2007	8,964	59.28		59.56		B
Common Stock	3/1/2007	28,978	59.28		59.55		S
Common Stock	3/2/2007	4,488	59.41		60.29		B
Common Stock	3/2/2007	3,868	59.41		60.39		S
Common Stock	3/5/2007	34,161	59.73		60.00		B
Common Stock	3/5/2007	30,220	59.75		60.05		S
Common Stock	3/6/2007	2,109	59.95		60.01		B
Common Stock	3/6/2007	3,391	59.87		60.03		S
Common Stock	3/7/2007	322	59.68		59.99		B
Common Stock	3/7/2007	7,408	59.68		60.04		S
Common Stock	3/8/2007	1,998	59.66		59.74		B
Common Stock	3/8/2007	2,159	59.63		59.74		S
Common Stock	3/9/2007	14,338	59.88		59.98		B
Common Stock	3/9/2007	14,635	59.73		60.10		S
Common Stock	3/12/2007	619	59.56		59.65		B
Common Stock	3/12/2007	2,667	59.58		59.58		S
Common Stock	3/13/2007	405	59.54		59.56		B
Common Stock	3/13/2007	1,195	59.51		59.70		S

18

Exhibit Index

(a)(1)	Letter to Employees of Laureate Education, Inc., dated January 28, 2007, incorporated herein by reference to the Schedule 14A filed by Laureate Education, Inc. with the Securities and Exchange Commission on January 29, 2007
(a)(2)	Letter to Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Laureate Inc. with the Securities and Exchange Commission on March 16, 2007 (the “Proxy Statement”)
(a)(3)	Notice of Special Meeting of Stockholders of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement
(a)(4)	Proxy Statement of Laureate Education, Inc., incorporated herein by reference to the Proxy Statement
(b)(1)	Debt Commitment Letter, dated as of January 28, 2007, among L Curve Sub Inc. and Goldman Sachs Credit Partners L.P. and Citigroup Global Markets Inc.
(c)(1)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated January 28, 2007, incorporated herein by reference to the Proxy Statement
(c)(2)	Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of January 28, 2007, incorporated herein by reference to the Proxy Statement
(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
(d)(1)	Agreement and Plan of Merger, dated January 28, 2007, by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership, an Alberta limited partnership and L Curve Sub Inc., incorporated herein by reference to the Proxy Statement
(d)(2)	Rollover Letter, dated January 28, 2007, between Douglas L. Becker and Wengen Alberta, Limited Partnership
(d)(3)	Interim Investors Agreement, dated January 28, 2007, by and among Douglas L. Becker, Wengen Alberta, Limited Partnership and the parties listed on the signature pages thereto
(d)(4)	Voting Agreement, dated January 28, 2007, by and among Wengen Alberta, Limited Partnership, Douglas Becker, Steven Taslitz, The Irrevocable BBHT II IDGT and Irrevocable Grantor Retained Annuity Trust No. 11, and, solely for purposes of Section 5.2 thereof, Laureate Education, Inc., incorporated herein by reference to the Proxy Statement
(d)(5)	Rollover Letter, dated January 28, 2007, between The Irrevocable BBHT II IDGT and Wengen Alberta, Limited Partnership
(d)(6)	Rollover Letter, dated January 28, 2007, between Irrevocable Grantor Retained Annuity Trust No. 11 and Wengen Alberta, Limited Partnership
(d)(7)	Rollover Letter, dated January 28, 2007, between KJT Gift Trust and Wengen Alberta, Limited Partnership

19

(d)(8)	Rollover Letter, dated January 28, 2007, between Steven Taslitz and Wengen Alberta, Limited Partnership
(d)(9)	Commitment letter dated March 13, 2007, among R. Christopher Hoehn-Saric, Eric Becker, Jill Becker and Wengen Alberta, Limited Partnership
(e)	None
(f)	None
(g)	None

20

EX-99.(B)(1)

Exhibit 99.(b)(1)

GOLDMAN SACHS CREDIT PARTNERS L.P. 85 Broad Street New York, New York 10004	CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013
	CONFIDENTIAL
	January 28, 2007

L Curve Sub Inc.

c/o the Investors referred to below

Attention:  Douglas Becker

Project Learning Curve
Commitment Letter

Ladies and Gentlemen:

You have advised us that L Curve Sub Inc. (“Newco”), formed at the direction of the Investors (as defined below), intends to acquire (the “Acquisition”) the company previously identified to us in connection herewith (the “Company”), and to consummate the other Transactions described herein (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”)).  As used herein, “Investors” are expected to include the entities and individuals set forth on Exhibit E (collectively, the “Investors”).

You have further advised each of Goldman Sachs Credit Partners L.P. (“GSCP”) and Citigroup Global Markets Inc. (“CGMI”) (collectively, the “Agents”) that, in connection therewith, it is intended that the financing for the Transactions will include (a) the senior secured credit facilities (the “Senior Facilities”) described in the Senior Facilities Term Sheet, in an aggregate principal amount of up to $1,150 million, (b) at your option, either (i) up to $725 million in aggregate principal amount of senior unsecured notes (the “Senior Unsecured Notes”) in a public offering or in a Rule 144A or other private placement or (ii) if the Senior Unsecured Notes are not issued on or prior to the Closing Date (as defined below), up to $725 million of senior unsecured increasing rate loans (the “Senior Unsecured Bridge Loans”) under the senior unsecured credit facility (the “Senior Unsecured Bridge Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Senior Unsecured Bridge Term Sheet”) and (c) at your option, either (i) up to $325 million in aggregate principal amount of senior subordinated notes (the “Senior Subordinated Notes”; and together with the Senior Unsecured Notes, the “Notes”) in a public offering or in a Rule 144A or other private placement or (ii) if the Senior Subordinated Notes are not issued on or prior to the Closing Date, up to $325 million of senior subordinated increasing rate loans (the “Senior Subordinated Bridge Loans”;

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

In connection with the foregoing, GSCP and CGMI (on behalf of Citigroup (as defined below)) are pleased to advise you of their commitments to, severally and not jointly, each provide 50% of each of the Senior Facilities and the Bridge Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”).

It is agreed that each of GSCP and Citigroup will act as a joint lead arranger for the Facilities (in such capacity, the “Lead Arranger” and, collectively, the “Lead Arrangers”) and as a joint bookrunner for the Facilities; that an entity to be mutually agreed between you and the Lead Arrangers will act as administrative agent for the Facilities (in such capacity, the “Administrative Agent”).  You may appoint additional agents, co-agents and one additional joint lead arranger and joint bookrunner or confer other titles in respect of each Facility in a manner and with economics determined by you in consultation with the Lead Arrangers; provided, however, that (i) GSCP shall be entitled to retain at least 40% of the economics to be paid on the Closing Date and Citigroup shall be entitled to retain at least 40% of the economics to be paid on the Closing Date (and in no event less than any other Lead Arranger), and (ii) GSCP shall have “left-side” designation with respect to any marketing materials in respect thereof and Citigroup shall be immediately “to the right” of GSCP with respect to such marketing materials.  No compensation (other than that expressly contemplated by this Commitment Letter and the Fee

2

Letter referred to below and other than in connection with any additional appointments referred to above) will be paid to any Lender in connection with the Facilities unless you and the Agents shall so agree.  For purposes of this Commitment Letter, “Citigroup” means CGMI, Citibank, N.A., Citigroup USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citigroup shall determine to be appropriate to provide the services contemplated herein.

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

3

of the Facilities and the Notes from each of S&P and Moody’s and (e) the hosting, with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon.

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

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

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

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

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

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transactions of this type with affiliates of KKR.  For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to corporate power and authority, the execution, delivery and enforceability of the Facilities Documentation, Federal Reserve margin regulations and the Investment Company Act.

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

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

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other relationships with you in connection with the performance by them of services for other persons, and neither the Agents nor any of their affiliates will furnish any such information to other persons.  You also acknowledge that neither the Agents nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

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

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

This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to the Borrower, with all obligations and liabilities of Newco hereunder being assumed by the Borrower upon the effectiveness of such assignment) without the prior written consent of the Agents, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in

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

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

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

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, or the activities of the Agents pursuant hereto or to the Fee Letter shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Investors and to your and their officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Agents consent to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof); provided that (i) you may disclose this Commitment Letter and the contents hereof to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its

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contents in any proxy relating to the Acquisition and in any prospectus or other offering memorandum relating to the Notes, (iii) you may disclose this Commitment Letter, and the contents hereof, to potential Lenders and to rating agencies in connection with obtaining ratings for the Facilities, (iv) you may disclose the fees contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and (v) to the extent portions thereof have been redacted in a manner to be agreed, you may disclose the Fee Letter and the contents thereof to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis.  You agree that you will permit us to review and approve (such approval not to be unreasonably withheld or delayed) any reference to us or any of our affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

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

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

The indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Agents’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded by the definitive documentation relating to the Facilities upon the initial

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funding thereunder (or, in the case any Notes are issued on the Closing Date, upon the initial funding of the Senior Facilities only), and you shall be released from all liability in connection with such terminated and superseded obligations.

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

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on January 31, 2007.  The Agents’ respective commitments hereunder and agreements contained herein will expire at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence.  In the event that the initial borrowing in respect of the Senior Facilities does not occur on or before October 21, 2007, then this Commitment Letter and the commitments and undertakings of each of the Agents hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension.

[Remainder of this page intentionally left blank]

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

Very truly yours,
GOLDMAN SACHS CREDIT PARTNERS
L.P.
By	/s/ Tom Connolly
		Name: Tom Connolly
		Title: Authorized Signatory
CITIGROUP GLOBAL MARKETS INC.
By	/s/ Caesar W. Wyszomirski
		Name: Caesar W. Wyszomirski
		Title: Director

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

L CURVE SUB INC.

By	/s/ Jonathan Smidt
	Name: Jonathan Smidt
	Title: Vice President & Secretary

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EX-99.(C)(3)

Exhibit 99.(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 99.(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.(D)(2)

Exhibit 99.(d)(2)

January 28, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent.  Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

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

(1)           contribute or cause to be contributed to Parent 186,966 shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Stock”), the aggregate amount of which, based on the value of the Merger Consideration, will be equal to $11.3 million (such amount, the “Stock Rollover Commitment Amount”);

(2)           contribute or cause to be contributed to Parent an aggregate cash amount of $25 million (such sum, the “Commitment Amount”); and

(3)           agree to defer receipt of any payment that I might otherwise receive at the time of the Merger in respect of all options to purchase shares of Common Stock and restricted stock units (constituting the right to receive shares of Common Stock at a future date) (a schedule of which is set forth on Exhibit A attached to this letter agreement) (the “Cancelled Awards”) that I hold, immediately prior to the Merger, the aggregate amount of which, based on the value of the Merger Consideration, will be equal to $78.1 million (such amount, the “Award Commitment Amount”).

In lieu of my receipt of the Award Commitment Amount, I understand that Parent shall have the use of my Award Commitment Amount for general corporate purposes.  I further agree that at or prior to the Merger, I will donate all shares of Common Stock, other than the Rollover Stock, that I hold to one or more bona fide not-for-profit organizations.

I understand that I will not be under any obligation to take the actions described above in clauses (1), (2) and (3) or to make the donation described in the preceding paragraph unless and until the conditions precedent to Parent’s obligation to consummate the Merger set forth in Article VIII of the Agreement are satisfied or waived.  I further understand that I will not be

under any obligation under any circumstances to contribute or cause to be contributed more than the Stock Rollover Commitment Amount and the Commitment Amount to Parent, or to defer receipt of more than the Award Commitment Amount.

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

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder.

The undersigned hereby represents and warrants as follows:

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

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

(c)   The undersigned (i) will have on the Closing Date the funding necessary to fund the Commitment Amount, (ii) has and will have on the Closing Date the shares of Common Stock necessary to effect the transfer of the Stock Rollover Commitment Amount, and (iii) has and will have on the Closing Date the rights to elect to defer receipt of the full amount of the Award Commitment Amount.

This letter agreement, and the undersigned’s obligation to fund the Commitment Amount and the Stock Rollover Commitment Amount and to defer receipt of the Award Commitment Amount (to the extent required by the terms hereof) will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time (at which time the

obligation shall be discharged) or (b) thirty (30) days following the valid termination of the Agreement in accordance with its terms.

I understand that I shall be entitled to assign all or a portion of my obligations to fund the Commitment Amount as set forth hereunder to one or more Affiliates that agree to assume my obligations hereunder, provided that I shall remain obligated to perform my obligations hereunder to the extent not performed by such Affiliate(s).  This letter agreement shall not be assignable by you without my prior written consent, except that you may assign this letter agreement, without my prior written consent, to any person to which you assign any of your rights and obligations under the Agreement.

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

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

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

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

This letter agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York.  In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of New York solely for

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

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

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

		Very truly yours,
		DOUGLAS BECKER
		By:	/s/ Douglas Becker
			Name: Douglas Becker
Accepted and Agreed to
as of the date written above
WENGEN ALBERTA, LIMITED PARTNERSHIP
By:  Wengen Investments Limited,
its General Partner
By:	/s/ Jonathan Smidt
	Name: Jonathan Smidt
	Title: Director

EX-99.(D)(3)

Exhibit 99.(d)(3)

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (the “Agreement”) is made as of January 28, 2007 by and among Wengen Alberta, Limited Partnership (“Parent”) and the other parties appearing on the signature pages hereto (the “Investors”).

RECITALS

1.             On the date hereof, Parent, L Curve Sub Inc. (“Merger Sub”) and Laureate Education, Inc. (the “Company”) have executed an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”).

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

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

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.            EFFECTIVENESS; DEFINITIONS.

1.1.  Effectiveness.  This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.1, 1.2, 2.8, 2.10, the proviso of 2.11(c), 3 and 4) upon the earliest of (i) the closing of the Merger under the Merger Agreement (the “Closing”) and (ii) the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

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

2.             AGREEMENTS AMONG THE INVESTORS.

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

2.2.  Actions Under the Merger Agreement.  Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for

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Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement, and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s consent.  Parent shall not, and the Investors shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement, unless such action has been approved by the Requisite Investors.  Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), and the Requisite Investors are prepared to fund their Commitments upon consummation of the Merger, as evidenced in writing to the other Investors, then Parent, acting at the direction of the Requisite Investors, may terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.  Neither Parent nor any Investor may seek any damages or other remedies against any advisor of Parent or any Investor in connection with the Merger or any related matter without the approval of the Requisite Investors.  Any action so taken by an Investor against any advisor of Parent will be for the benefit of all Investors.

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

2.4.  Management Arrangements.  The Requisite Investors shall seek to cause Parent and/or the Company to negotiate and enter into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, and equity incentives on the terms set forth in Schedule A-1 or Schedule A-2, as applicable, and/or on such additional or modified terms as the Requisite Investors shall approve.

2.5.  Shareholders Agreement; Subscription for Nominal Investment in Parent.  (a)  Each Investor agrees to enter into, concurrently with the Closing, one or more definitive agreements with respect to such matters as are set forth on Schedule B and/or such additional or modified terms as the Requisite Investors shall approve; provided, that if any such additional or modified terms have an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor, then the consent of such

2

Investor to such additional or modified terms shall be required to the extent they apply to such Investor.

(b)  Within 5 Business Days of the date hereof, each Investor agrees to subscribe for a nominal investment (not to exceed $1000 per Investor) of equity interests of Parent so that, following such subscriptions, Parent’s equity interests are owned pro rata in accordance with the Investors’ respective Commitments.  If requested by the Requisite Investors, each such Investor will make such investment through one or more intermediate investment vehicles as directed by the Requisite Investors.  Each Investor will execute such documents, including amendments to the limited partnership agreement of Parent, as are reasonably requested by Parent to effect or facilitate such subscription.

2.6.  Equity Commitments.

(a)  Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of each Equity Commitment Letter.  Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder.  Parent shall have no right to enforce any of the Equity Commitment Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to enforce any of the Equity Commitment Letters except as one of the Requisite Investors acting through Parent.

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

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

(d)  The “Commitment Amount” of Citigroup Global Markets Inc. (as defined in the Equity Commitment Letter from Citigroup Global Markets Inc. dated the date hereof (the “CGM Equity Commitment”)) may be reduced, as of the Closing, in the manner set forth in the Bridge Syndication and Fee Agreement dated as of the date hereof (the “Syndication Agreement”) between Parent and Citigroup Global Markets Inc.

(e)  Notwithstanding anything to the contrary contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement

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

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

2.8.  Termination Fee.  Parent shall, and the Requisite Investors shall cause Parent to, arrange that any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement shall, unless an Investor has otherwise agreed with Parent with the written consent of each of the Requisite Investors, be promptly paid as directed by Parent as follows: (i) first, to pay (x) the fees and expenses of Simpson Thacher & Bartlett LLP, Deloitte & Touche, Katten Muchin Rosenman LLP, any other advisors to the consortium and The Parthenon Group

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and up to $200,000 in fees and expenses of separate counsel incurred by each Investor in connection with the negotiation of the agreements among the Investors or with Parent, (y) a fee to Goldman, Sachs & Co. as financial advisor to the consortium, equal to the lesser of (A) $16 million or (B) 25% of such Termination Fee and (z) a fee of $2 million to Citigroup Global Markets Inc. as financial advisor to the consortium and (ii) second, the remainder of any such Termination Fee will be paid 33.33% to the Founders and 66.67% pro rata to or as directed by the Investors other than the Founders, based on each such Investor’s Commitment, except that any Investor whose participation in the transaction has been terminated as provided in Section 2.2 or Section 2.7 above or Section 2.12 below (a “Terminated Investor”) shall not share in any portion of the Termination Fee other than, for a Terminated Investor whose participation has been terminated under Section 2.7 or 2.12, with respect to the reimbursement of up to $200,000 in fees and expenses of separate counsel incurred by such Investor in connection with the negotiation of the agreements among the Investors or with Parent, and any such Terminated Investor’s share (less any such permitted expenses) shall be apportioned among the other Investors (other than the Founders) as provided in this sentence. 

2.9.  Notice of Closing.  Parent will use its reasonable best efforts to provide each Investor with at least 15 days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of any of its obligations under this Agreement.  Any notices or correspondence received by Parent under, in connection with, or related to the Merger Agreement shall be promptly provided to each Investor at the address set forth in the Equity Commitment Letters, or any other address designated by such Investor in writing to Parent.

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

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

(i)   none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 and the Company

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Proxy Statement will cause a breach of the representation and warranty of Parent set forth in Section 5.5 of the Merger Agreement; and

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

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

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

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

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

(ii)  As of the date hereof, each of KKR 2006 Fund (Overseas) Limited Partnership, KKR Partners (International), Limited Partnership, and Wengen Investments Limited, its general partner, each own one-third of the outstanding partnership interests in the Parent;

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

(iv)  Prior to the Effective Time, Parent will not engage in any material respect in any other business activity and will incur no liabilities or obligations

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other than in connection with the Merger Agreement and the transactions contemplated thereby and hereby, including in connection with arranging the Financing, and other than liabilities or obligations that are de minimis in amount;

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

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

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

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

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

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the Commitments so assigned and assumed and the other Investors provide the Affected Investor with a mutually satisfactory indemnity with respect to its liability under this Agreement and such Equity Commitment Letter (with respect to the portion (if less than all) of the Commitments so assigned) or obtain a full and unconditional release of the Affected Investor from this Agreement and such Equity Commitment Letter with respect to the portion (if less than all) of the Commitments so assigned and assumed, except with respect to breaches of this Agreement  and such Equity Commitment Letter occurring prior to the date of such release.  The Requisite Investors will consult with the Affected Investor before requiring the Affected Investor to take any of the foregoing actions and will use all reasonable efforts to attempt to resolve such objections.

2.13.  Structure.

(a)  If, prior to the date that is ten (10) Business Days following the date hereof, a significant obligation or liability of Parent is discovered, the Investors agree to work in good faith to replace Parent with an alternative vehicle or structure within the time limits on the replacement of Parent imposed by the second sentence of Section 10.6 of the Merger Agreement.

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

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

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

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

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

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4.             MISCELLANEOUS.

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

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

4.3.  Remedies.  The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including specific performance).  In the event that Parent (at the direction of the Requisite Investors) determines to enforce the provisions of the Equity Commitment Letters in accordance with this Agreement, and the Requisite Investors are prepared to cause Parent to consummate the Merger in accordance with Section 2.2 of this Agreement and to fund their Commitments upon consummation of the Merger, as evidenced in writing to the other Investors (the Investors who are so prepared, the “Closing Investors”), but one or more Investors fails to fund its Commitment or provides written notice that it will not fund its Commitment (each such Investor, a “Failing Investor”), the parties agree that Parent, acting at the direction of the Closing Investors (which, pursuant to Section 2.1, must include the Requisite Investors), shall be entitled, at their discretion, to either (a) specific performance of the terms of this Agreement, whether before or after the Closing, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by the Failing Investors of an amount equal to the out-of-pocket costs and expenses incurred by such Closing Investors.  If the Closing Investors determine to cause Parent to enforce a remedy described in the preceding sentence against any Failing Investor, they must do so against all Failing Investors and, prior to doing so, the Closing Investors must affirm their willingness to fund their Commitments.  If Parent, acting at the direction of the Investors entitled to enforce this Agreement in respect of any provision hereof, elects to do so against another Investor, it must do so against any other Investor that has similarly failed to perform with respect to the same provision hereof.  Parent will not have the right to recover lost profits or benefit of the bargain damages or any special, indirect, or consequential damages (other than out-of-pocket costs and expenses referred to above) from any Failing Investor; its only damages remedy against a Failing Investor is set forth above in clauses (a) and (b) of the second sentence of this paragraph.

4.4.  No Recourse.  Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that Parent and certain of the Investors may be partnerships or limited liability companies, Parent and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, agents, affiliates, general or limited partners, members, managers or stockholders of

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Parent or any Investor or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of Parent or any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of Parent or any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

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

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

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

4.8.  Other Agreements; Assignment.  This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein (including the Memorandum of Agreement re: Consortium Arrangements) except for such other agreements as are referenced

10

herein which shall continue in full force and effect in accordance with their terms.  Parent, with the written consent of the Requisite Investors, may assign this Agreement, in whole or in part, to any Person to whom it assigns any of its rights and obligations pursuant to the Merger Agreement.  In the event of such assignment or other change in structure of Parent or the proposed investment vehicle for one or more of the Investors approved by the Requisite Investors, the provisions of this letter agreement will apply, mutatis mutandis, to any such assignee, substituted or other entity established to effect the contemplated investment.  Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.

4.9.  Confidentiality.  Each party hereto agrees to, and shall cause its affiliates, directors, officers, employees, agents, advisors and representatives (“Representatives”) to, keep any information supplied by or on behalf of any of the other parties to this Agreement, confidential (“Confidential Information”) and to use, and cause its Representatives to use, the Confidential Information only in connection with the Merger and the transactions contemplated hereby; provided, however, that the term “Confidential Information” does not include information that (a) is already in such party’s possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party’s Representatives, or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to any person; provided further, however, that that nothing herein shall prevent any party hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent required by law or regulation, (iv) to the extent necessary in connection with any suit, action or proceeding relating to this letter agreement or the exercise of any remedy hereunder, and (v) to such party’s Representatives that need to know such information and who agree to keep such information confidential on the terms set forth in this Section (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available).

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

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

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

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

[Signature pages follow]

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

WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	Wengen Investments Limited,
	its General Partner
By:	/s/ Jonathan Smidt
	Name: Jonathan Smidt
	Title: Director

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

DOUGLAS BECKER
By:	/s/ Douglas Becker
	Name: Douglas Becker

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

STEVEN TASLITZ
By:	/s/ Steven Taslitz
	Name: Steven Taslitz

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

KJT GIFT TRUST
By:	/s/ Steven Taslitz
	Name: Steven Taslitz
	Title: Co-Trustee

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

THE IRREVOCABLE BBHT IDGT
By:	/s/ Marianne Schmitt Hellauer
	Name: Marianne Schmitt Hellauer
	Title: Trustee

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

IRREVOCABLE GRANTOR RETAINED ANNUITY TRUST NO. 11
By:	/s/ Marianne Schmitt Hellauer
	Name: Marianne Schmitt Hellauer
	Title: Trustee

                IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

KKR 2006 FUND (OVERSEAS), LIMITED PARTNERSHIP
By:	KKR Associate 2006 (Overseas),
	Limited Partnership,
	its General Partner
By:	KKR 2006 Limited,
	Its General Partner
By:	/s/ Henry R. Kravis
	Name: Henry R. Kravis
	Title: Director

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

KKR PARTNERS (INTERNATIONAL), LIMITED PARTNERSHIP
By:	KKR 1996 Overseas, Limited,
	its General Partner
By:	/s/ Henry R. Kravis
	Name: Henry R. Kravis
	Title: Director

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

S.A.C. CAPITAL MANAGEMENT, LLC
By:	/s/ Peter Nussbaum
	Name:  Peter Nussbaum
	Title:  Authorized Signatory
S.A.C. CAPITAL MANAGEMENT, L.P.
By:	S.A.C. Capital Management, LLC,
Its General Partner
By:	/s/ Peter Nussbaum
	Name:  Peter Nussbaum
	Title:  Authorized Signatory

S.A.C. CAPITAL INTERNATIONAL, LTD.
By:	S.A.C. Capital Advisors, LLC,
Its Investment Advisor
By:	/s/ Peter Nussbaum
	Name:  Peter Nussbaum
	Title:  Authorized Signatory
S.A.C. GLOBAL DIVERSIFIED FUND, LTD.
By:	S.A.C. Capital Advisors, LLC,
	Its Investment Advisor
By:	/s/ Peter Nussbaum
	Name:  Peter Nussbaum
	Title:  Authorized Signatory

S.A.C. MULTI-STRATEGY FUND, L.P.
By:	S.A.C. Capital Management, LLC,
	Its General Partner
By:	/s/ Peter Nussbaum
	Name:  Peter Nussbaum
	Title:  Authorized Signatory
S.A.C. MULTI-STRATEGY FUND, LTD.
By:	S.A.C. Capital Advisors, LLC,
	Its Investment Advisor
By:	/s/ Peter Nussbaum
	Name:  Peter Nussbaum
	Title:  Authorized Signatory

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

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
By:	/s/ Alain Tremblay
	Name:  Alain Tremblay
	Title:  Investment Manager
By:	/s/ Ghislain Gauthier
	Name:  Ghislain Gauthier
	Title:  Senior Vice President

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

BREGAL EUROPE CO-INVESTMENT L.P.
By: Englefield Capital LLP as manager of the Bregal Europe Co-Investment L.P.
By:	/s/ Edmund A. Lazarus
	Name:  Edmund A. Lazarus
	Title:  LLP member

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

KENDALL FAMILY INVESTMENTS, LLC
By:	/s/ Lawrence M. Noe
	Name:  Lawrence M. Noe
	Title:  Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

MOORE MACRO FUND, LP
By: Moore Capital Management, LLC,
Its Investment Manager
By:	/s/ Lawrence M. Noe
	Name:  Lawrence M. Noe
	Title:  Vice President

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

CITIGROUP CAPITAL PARTNERS II 2007 CITIGROUP INVESTMENT, L.P.
By:	Citigroup Private Equity LP,
	its general partner
By:	/s/ Todd E. Benson
	Name:  Todd E. Benson
	Title:  Vice President
CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P.
By:	Citigroup Private Equity LP,
	its general partner
By:	/s/ Todd E. Benson
	Name:  Todd E. Benson
	Title:  Vice President

CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P.
By:	Citigroup Private Equity LP,
	its general partner
By:	/s/ Todd E. Benson
	Name:  Todd E. Benson
	Title:  Vice President
CITIGROUP CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.
By:	Citigroup Private Equity LP,
	its general partner
By:	/s/ Todd E. Benson
	Name:  Todd E. Benson
	Title:  Vice President
CGI CPE LLC
By:	/s/ Todd E. Benson
	Name:  Todd E. Benson
	Title:  Authorized Signatory

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

MAKENA CAPITAL HOLDINGS B, L.P.
By:	Makena Capital Management, LLC,
its general partner
By:	/s/ David C. Burke
	Name:  David C. Burke
	Title:  Managing Director

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

TORREAL S.A.
By:	/s/ Pedro del Corro
	Name:  Pedro del Corro
	Title:  Consejero Dtor. Gral.
By:	/s/ Bernardino Diaz
	Name:  Bernardino Diaz
	Title:  Dtor. Dpto. Inversiones

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

SNOW, PHIPPS & GUGGENHEIM (OFFSHORE), L.P.
By: SPG GP, LLC
By:	/s/ Ian K. Snow
	Name:  Ian K. Snow
	Title:    Managing Member
SNOW, PHIPPS & GUGGENHEIM (B), L.P.
By: SPG GP, LLC
By:	/s/ Ian K. Snow
	Name:  Ian K. Snow
	Title:    Managing Member

SNOW, PHIPPS & GUGGENHEIM, L.P.
By: SPG GP, LLC
By:	/s/ Ian K. Snow
	Name:  Ian K. Snow
	Title:   Managing Member
SNOW, PHIPPS & GUGGENHEIM (RPV), L.P.
By: SPG GP, LLC
By:	/s/ Ian K. Snow
	Name:  Ian K. Snow
	Title:   Managing Member
S.P.G. CO-INVESTMENT, L.P.
By: SPG GP, LLC
By:	/s/ Ian K. Snow
	Name:  Ian K. Snow
	Title:   Managing Member

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

STERLING CAPITAL PARTNERS II, L.P.
By: SC Partners II, L.P., its general partner
By: Sterling Capital Partners II, LLC, its general
By:	/s/ Steven Taslitz
	Name:  Steven Taslitz
	Title:  Senior Managing Director

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

EOSI BPEF 3 INVESTMENT PARTNERS, L.P.
By:	/s/ Guy Shutt
	Name:  Guy Shutt
	Title:  Authorised Signatory

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

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Leon Kalvaria
	Name:  Leon Kalvaria
	Title:  Managing Director

EX-99.(D)(5)

Exhibit 99.(d)(5)

January 28, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

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

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

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder.

The undersigned hereby represents and warrants as follows:

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

(b)  The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or other action by any Person under, or (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or

acceleration of, any right or obligation of the undersigned, except for such violations, consents, actions, defaults, rights or obligations which would not adversely affect the undersigned’s ability to perform its obligations hereunder.

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

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

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

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

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

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

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

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

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

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

Very truly yours,
THE IRREVOCABLE BBHT II IDGT
By:	/s/ Marianne Schmitt Hellauer
	Name: Marianne Schmitt Hellauer
	Title: Trustee

Accepted and Agreed to

as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

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

EX-99.(D)(6)

Exhibit 99.(d)(6)

January 28, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

In the event of the satisfaction or waiver of the conditions precedent to Parent’s obligation to consummate the Merger set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which would be fully satisfied upon the making of such contribution shall be deemed to have been satisfied), I agree that at the Merger I will contribute or cause to be contributed to Parent all shares of common stock of the Company (“Common Stock”) that I hold, immediately prior to the Merger (the “Rollover Equity”), the aggregate amount of which, based on the value of the Merger Consideration, will be equal to $7,972,690 (such amount, the “Rollover Commitment Amount”).

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

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder.

The undersigned hereby represents and warrants as follows:

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

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

actions, defaults, rights or obligations which would not adversely affect the undersigned’s ability to perform its obligations hereunder.

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

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

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

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

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

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

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

This letter agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. In addition, each party

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

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

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

Very truly yours,
IRREVOCABLE GRANTOR
RETAINED ANNUITY TRUST NO. 11
By:	/s/ Marianne Schmitt Hellauer
	Name: Marianne Schmitt Hellauer
	Title: Trustee

Accepted and Agreed to

as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	Wengen Investments Limited,
	its General Partner
By:	/s/ Jonathan Smidt
	Name: Jonathan Smidt
	Title: Director

EX-99.(D)(7)

Exhibit 99.(d)(7)

January 28, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

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

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

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder.

The undersigned hereby represents and warrants as follows:

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

(b)  The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) require any consent or other action by any Person under, or (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or

acceleration of, any right or obligation of the undersigned, except for such violations, consents, actions, defaults, rights or obligations which would not adversely affect the undersigned’s ability to perform its obligations hereunder.

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

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

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

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

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

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

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

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

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

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

Very truly yours,
KJT GIFT TRUST
By:	/s/ Steven Taslitz
	Name: Steven Taslitz
	Title: Co-Trustee

Accepted and Agreed to

as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP
By:	Wengen Investments Limited,
	its General Partner
By:	/s/ Jonathan Smidt
	Name: Jonathan Smidt
	Title: Director

EX-99.(D)(8)

Exhibit 99.(d)(8)

January 28, 2007

To: Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the “Agreement”) among Laureate Education, Inc. (the “Company”), a Maryland corporation, Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

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

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

Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder.

The undersigned hereby represents and warrants as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,
STEVEN TASLITZ
By:	/s/ Steven Taslitz
	Name: Steven Taslitz

Accepted and Agreed to

as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:	Wengen Investments Limited,
	its General Partner
By:	/s/ Jonathan Smidt
	Name: Jonathan Smidt
	Title: Director

EX-99.(D)(9)

Exhibit 99.(d)(9)

COMMITMENT LETTER

March 13, 2007

To:  Wengen Alberta, Limited Partnership

Gentlemen:

Reference is made to the Agreement and Plan of Merger dated as of January 28, 2007 (the “Agreement”) among Laureate Education, Inc., a Maryland corporation (the “Company”), Wengen Alberta, Limited Partnership, an Alberta, Canada limited partnership (“Parent”), and L Curve Sub Inc., a Maryland corporation and a wholly-owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.

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

(a)           each of Jill Becker, Eric Becker and R. Christopher Hoehn-Saric (collectively, the “Undersigned Individuals”) agrees that, immediately prior to the Effective Time, he/she will sell to Parent all shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) that he/she holds (as set forth on Exhibit A attached to this letter agreement, subject to adjustment to reflect changes in such holdings of Common Stock between the date hereof and the time of such sale) in exchange for a per share amount in cash equal to the Merger Consideration less any applicable withholding taxes;

(b)           each of the Undersigned Individuals agrees (i) that at the Company Stockholder Meeting or any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof or in connection with any written consent of the stockholders of the Company, such Undersigned Individual shall, in each case to the fullest extent that his or her Covered Shares are entitled to vote thereon or consent thereto, vote (or cause to be voted) his/her Covered Shares in accordance with the terms of that certain Voting Agreement (the “Voting Agreement”) dated as of January 28, 2007 among Parent, the Company (to the extent provided therein) and the Stockholders (as defined in the Voting Agreement) and (ii) to otherwise be bound by the agreements, covenants and conditions set forth in the Voting Agreement as if each Undersigned Individual were a Stockholder (as defined in the Voting Agreement); and

(c)           R. Christopher Hoehn-Saric (“RCHS”), agrees that, immediately prior to the Effective Time, all options to purchase shares of Common Stock held by him at such time, a schedule of which is set forth on Exhibit A attached to this letter agreement (subject to adjustment in the event that Parent and RCHS consent to the exercise of any portion of such options prior to the Effective Time, the “Cancelled Awards”), will be

cancelled. In exchange for the cancellation of the Cancelled Awards, Parent and RCHS understand and agree that (i) Parent shall cause the Surviving Corporation to establish a deferred compensation account balance plan, the initial balance of which will be equal to the Award Commitment Amount and the terms of which plan are summarized on Exhibit B attached hereto (the “DCP”), and (ii) Parent shall have the use of RCHS’s Award Commitment Amount for general corporate purposes. Parent and RCHS will negotiate in good faith and enter into (or, in the case of Parent, cause the Surviving Corporation to enter into) definitive documentation relating to the DCP on terms consistent with the material terms and conditions of this letter agreement and Exhibit B hereto. RCHS will not exercise any options to purchase shares of Common Stock without Parent’s prior written consent.

“Award Commitment Amount” means an amount equal to the aggregate value of the Cancelled Awards, based on the value of the Merger Consideration that the holder of such Cancelled Awards would otherwise have received had the Cancelled Awards been cancelled pursuant to Section 2.4 of the Agreement ($48,622,060 as of the date hereof and based on the information set forth in Exhibit A).

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

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

“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.

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

Parent’s obligation to consummate the Merger set forth in Article VIII of the Agreement are satisfied or waived.

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

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

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

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

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

(d)  Such Undersigned Individual’s Existing Shares are, and all of such Undersigned Individual’s Covered Shares owned from the date hereof through and on the Closing Date will be, Beneficially Owned and owned of record by such Undersigned Individual. Such Undersigned Individual has good and marketable title to such Undersigned Individual’s Existing Shares, free and clear of any any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right

to acquire any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement). Such Undersigned Individual has and will have at all times through the Closing Date sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article II of the Voting Agreement, and sole power to agree to all of the matters set forth in this letter agreement and the Voting Agreement, in each case with respect to all of such Undersigned Individual’s Existing Shares and with respect to all of the Covered Shares owned by such Undersigned Individual at all times through the Closing Date.

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

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

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

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

6.             This letter agreement shall not be assignable by Parent without the prior written consent of each of the Undersigned Individuals, except that Parent may assign this letter agreement, without such prior written consent, to any Person to which Parent assigns any of its rights and obligations under the Agreement. Unless Parent so elects to assign this letter agreement to a Person to which Parent assigns any of its rights and obligations under the

Agreement, Parent’s obligations and, except with respect to obligations arising pursuant to Section 1(b) hereof, the Undersigned Individuals’ obligations pursuant to this letter agreement shall terminate in the event Parent assigns its obligations under the Agreement.

7.             Notwithstanding any other term or condition of this letter agreement, the liability of each of the Undersigned Individuals shall be limited to a willful and material breach of this letter agreement and under no circumstances shall the maximum liability of any Undersigned Individual for any reason, including his/her respective willful and material breach of any of his/her commitments set forth herein, exceed the value of his/her shares of Common Stock based on the value of the Merger Consideration or, solely with respect to RCHS, the combined total of the value of his shares of Common Stock based on the value of the Merger Consideration and the Award Commitment Amount. Under no circumstances shall damages include any special, indirect, or consequential damages.

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

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

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

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

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

Very truly yours,

R. Christopher Hoehn-Saric

/s/ R. Christopher Hoehn-Saric

Eric Becker

/s/ Eric Becker

Jill Becker

/s/ Jill Becker

Accepted and Agreed to

as of the date written above

WENGEN ALBERTA, LIMITED PARTNERSHIP

By:	Wengen Investments Limited,
	its General Partner
By:	/s/ Brian F. Carroll
	Name: Brian F. Carroll
	Title: Director