Laureate Education S1/A IPO registration (amended) | LAUR 20 Nov 15

Exhibit 10.3

Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 18, 2013 (this “Amendment”) is entered into by Laureate Education, Inc., a Maryland corporation (the “Parent Borrower”), Inciativas Culturales De España S.L., a Spanish limited liability company (the “Foreign Subsidiary Borrower”, together with the Parent Borrower, the “Borrowers”), Citibank, N.A. as successor Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively) and certain financial institutions listed on the signature pages hereto.

RECITALS

A. Reference is hereby made to the Amended and Restated Credit Agreement, dated as of June 16, 2011, as it has been or may be amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, by and among the Parent Borrower, the Foreign Subsidiary Borrower, the lending institutions party thereto from time to time and Citibank, N.A., as successor Administrative Agent and Collateral Agent.

B. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrowers.

C. The Borrowers, the Administrative Agent and the Lenders party hereto desire to amend the Credit Agreement as set forth herein, subject to the satisfaction of the conditions precedent to effectiveness referred to in Section 6 hereof.

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

SECTION 1. Amendments to the Credit Agreement. On the Amendment Effective Date (as defined below), the following amendments are made to the Credit Agreement:

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“First ARCA Amendment Effective Date” shall mean January 18, 2013.”

“Series B New Term Loan Joinder Agreement” shall mean that Joinder Agreement dated as of January 18, 2013 among the Series B New Term Loan Lenders party thereto, the Parent Borrower and the Administrative Agent.

“Series B New Term Loan Lenders” shall mean, at any time, any Lender that has a Series B New Term Loan, and any successors or assigns of the Series B New Term Loan

Lenders.

“Series B New Term Loans” shall mean the New Term Loans in an aggregate principal amount of $250,000,000 made to the Parent Borrower under the Series B New Term Loan Joinder Agreement.

(b) The definition of “Series 2018 Extended Term Loan” in Section 1.1 of the Credit agreement is hereby amended by adding the following at the end thereof:

“The Series B New Term Loans shall be deemed Series 2018 Extended Term Loans for all purposes of this Agreement, other than Section 2.5(b)(iii).”

(c) The final sentence of Section 2.14(a) of the Credit agreement is hereby deleted in its entirety and replaced with the following:

“Any New Term Loans made on an Increased Amount Date may, as agreed to by the Parent Borrower and the New Term Lenders making such New Term Loans, be designated as a separate series (“Series”) of New Term Loans or a part of an existing Series or Class of Term Loans, in each case for all purposes of this Agreement. Without limiting the foregoing, the Series B New Term Loans shall be deemed to be of the same Series and Class as the Series 2018 Extended Term Loans for all purposes under the Credit Agreement, other than Section 2.5(b)(iii).”

(d) Section 5.1(c) of the Credit Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following:

“(c) In the event that, on or prior to the date that is six months after the First ARCA Amendment Effective Date, the Parent Borrower (x) makes any prepayment of any Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans) in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans), the Parent Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Series 2018 Extended Term Lenders and Series B New Term Loan Lenders, (I) in the case of clause (x), a prepayment premium of 1.0% of the amount of the Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans) being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans) outstanding immediately prior to such amendment.”

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrowers represent and warrant to each of the Lenders party hereto and the Administrative Agent that, as of the date hereof:

(a) The representations and warranties set forth in Section 8 of the Credit

Agreement are true and correct in all material respects on and as of the date hereof to the same extent as if made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that to the extent any such representation and warranty is already qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects.

(b) Each Borrower has the requisite power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and each other Credit Document, as amended hereby. The execution and delivery of this Amendment and the performance by each Borrower of this Amendment and each other Credit Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of each such Borrower. The execution and delivery of this Amendment and the performance of the Credit Agreement by each Borrower do not and will not (i) require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, where the failure to obtain such registration, consent or approval or give such notice, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Borrower (other than Liens created under the Credit Documents) pursuant to, the terms of any Contractual Requirement;

(c) This Amendment has been duly executed and delivered by each Borrower that is a party hereto and this Amendment is the legally valid and binding obligation of each such Borrower, enforceable against such Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and

(d) No Default or Event of Default has occurred and is continuing.

SECTION 3. Amendment Effectiveness. The effectiveness of this Amendment shall be subject to the following conditions precedent:

(a) the Administrative Agent shall have received from each of the Borrowers and the Lenders constituting Required Lenders, a duly executed and delivered counterpart of this Amendment signed on behalf of such party;

(b) the Administrative Agent shall have received the executed legal opinions of DLA Piper LLP (US), counsel to the Parent Borrower, together with all other legal opinions reasonably requested by Administrative Agent in connection with this Amendment, in each case in form and substance reasonably satisfactory to the

Administrative Agent;

(c) the Administrative Agent shall have received (i) for its account or the account of each Lender entitled thereto all fees in connection with this Amendment agreed to prior to the Amendment Effective Date and all amounts due and payable to the Administrative Agent on or prior to the Amendment Effective Date pursuant to the Credit Documents, including, to the extent invoiced prior to the date hereof, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Credit Document; and

(d) the Administrative Agent shall have received the Series B New Term Loan Joinder Agreement executed and delivered by the Series B New Term Loan Lenders party thereto, the Parent Borrower and the Administrative Agent contemporaneously with the effectiveness of this Amendment.

The date on which such conditions have been satisfied (or waived by the Administrative Agent) is referred to herein as the “Amendment Effective Date”.

SECTION 4. Effect of Amendment. Except as expressly provided in this Amendment, nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. On and after the Amendment Effective Date, this Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

SECTION 5. Consent. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment.

SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 7. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Submission to Jurisdiction; WAIVER OF JURY TRIAL. Section 14.13 of the Credit Agreement is hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT

TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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


	LAUREATE EDUCATION, INC., as
	Parent Borrower

	By:	/s/ Eilif Serck-Hanssen
	Name:	Eilif Serck-Hanssen
	Title:	Executive Vice President and
		Chief Financial Officer


	INICIATIVAS CULTURALES DE
	ESPANA S.L., as Foreign Subsidiary Borrower

	By:	/s/ Eilif Serck-Hanssen
	Name:	Eilif Serck-Hanssen
	Title:	Director