Exhibit 10.24

 

	

    	
 
    	

    


 

Z/EU/dj

5127564

 

2236110

 

Deed of pledge

(Laureate I B.V.)

 

This twenty-ninth day of January two thousand eight, there appeared before me, Jurjen Mos, hereafter to be called “civil law notary”, as deputy of Dominique François Margaretha Maria Zaman, civil law notary at Rotterdam, the Netherlands: Mr Erik Uljee, born in Ekeren, Belgium on the sixteenth day of November nineteen hundred and seventy-six, employed at Weena 690, 3012 CN Rotterdam, the Netherlands, in this respect acting as authorized representative of: 

 

1.                                      lniciativas Culturales de España S.L., a company under the laws of Spain, with its registered address at Calle Tajo s/n, Urbanización El Bosque Villaviciosa de Odón, Madrid, Spain 28670, registered with the Companies Registry of Madrid under number Volume 499 general, 461 of the 3rd Section of the Companies Book, Folio 62, Sheet number 66, 177, first entry and with CIF B-78345238 (hereinafter: the “Pledgor’’);

 

2.                                      Goldman Sachs Credit Partners L.P.,  a limited partnership formed under the laws of Bermuda, with its registered office at 85 Broad Street, New York, New York 10004, United States of America, and its business address at 85 Broad Street, New York, New York 10004, United States of America (hereinafter: the “Pledgee”);  and 

 

3.                                      Laureate I B.V.,  a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)  under the laws of the Netherlands, having its registered offices in Amsterdam, the Netherlands and its office address at Amsteldijk 166, 1079 LH Amsterdam, the Netherlands, and registered with the Trade Register under number 30124190 (hereinafter: the “Company”).

 

The person appearing, acting as aforesaid, has declared:

 

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WHEREAS: 

 

a.                                      The Pledgee and the Pledgor, and other parties, have entered into a Credit Agreement (the “Credit Agreement”)  dated the seventeenth day of August two thousand seven pursuant to which the Spanish Revolving Credit Lenders (as defined in the Credit Agreement) have inter alia extended to the Pledgor Spanish Revolving Credit Commitments (as defined in the Credit Agreement); 

 

b.                                      Pursuant to Section 15 of the Credit Agreement, the Pledgor has undertaken to pay to the Pledgee, acting in its own capacity and not as representative or agent of the Lenders, the Parallel Debt (as defined in the Credit Agreement); and 

 

c.                                       The Pledgor has agreed to create a first priority right of pledge (pandrechteerste in rang)  over the Charged Assets (as defined hereinafter) in favor of the Pledgee as security for the Secured Obligations (as defined hereinafter). 

 

DEFINITIONS. 

 

Article 1.

 

1.1                               In this Deed: 

 

a.                                      “Articles of Association” means the articles of association (statuten)  of the Company as they currently stand since their most recent amendment on the twenty-second day of December two thousand four;

 

b.                                      “Charged Assets” means: 

 

(a)                                 the Shares; 

 

(b)                                 the Dividends; and

 

(c)                                  the Related Assets.

 

c.                                       “Deed” means this agreement and deed of pledge of shares;

 

d.                                      “Dividends” means any and all cash dividends, distribution of reserves, repayments of capital, liquidation or dissolution proceeds and all other distributions and (re) payments in respect of the Shares;

 

e.                                       “Enforcement Event” means a default by the Pledgor in the proper performance of the Secured Obligations (whether in whole or in part) provided that such default constitutes an Event of Default which is continuing;

 

f.                                        “Related Assets” means any and all shares, rights (other than Dividends) and other assets accruing, distributed, issued or offered at any time by way of redemption, repurchase, dividend, bonus, preference, pre-emption, conversion, capitalization of profits or reserves, substitution, exchange, warrant, claim or option right or otherwise in respect of the Shares;

 

g.                                       “Right of Pledge” means each right of pledge created by this Deed in accordance with Clause 3 (Pledge of Charged Assets);

 

h.                                      “Shares” means:

 

(a)                                 the ordinary shares numbered from one (1) up to and including forty (40), with a nominal value of four hundred and fifty Euro (EUR 450) each; and 

 

(b)                                 any and all shares in the capital of the Company which are acquired by the Pledgor after the date of this Deed.

 

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i.                                          “Secured Obligations” means any and all obligations and liabilities consisting of monetary payment obligations (verbintenissen tot betaling van een geldsom)  of the Pledgor to the Pledgee, whether present or future, whether actual or contingent, whether as primary obligor or as surety, whether for principal, interest or costs under or in connection with: 

 

(a)                                 this Deed; 

 

(b)                                 the Credit Agreement; 

 

(c)                                  the Parallel Debt; and 

 

(d)                                 any future or present credit facilities in current account or otherwise, any guarantee issued by the Pledgor to the Pledgee, and/or for any other reason whatsoever. 

 

j.                                         “Voting Transfer Event” means the occurrence of an Event of Default which is continuing in conjunction with a written notice from the Pledgee to the Pledgor and the Company stating that the Pledgee shall exercise the Voting Rights;

 

k.                                      “Voting Rights” means any and all voting rights, other consensual rights and similar rights and powers attached to the Shares. 

 

1.2                               Save where the contrary is indicated, a reference in this Deed to: 

 

a.                                      the “Pledgee”,  the “Pledgor” or the “Company” shall be construed so as to include its or their respective successors, transferees and assignees from time to time and any successor of such a successor, transferee or assignee in accordance with their respective interests, all in accordance with the Credit Agreement and this Deed;

 

b.                                      this “Deed”,  the “Credit Agreement”,  or the “Articles of Association” or any other agreement or document shall be construed to be a reference to this Deed, the Credit Agreement or the Articles of Association or such other agreement or document as the same may be amended, supplemented, restated, novated or otherwise modified from time to time;

 

c.                                       a “Clause” shall, subject to any contrary indication, be construed as a reference to a clause of this Deed; and 

 

d.                                      a “person” shall be construed as a reference to any person, firm, company, corporation, body corporate, institution, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing.

 

1.3                               Capitalised words and expressions used but not defined in this Deed shall have the same meaning as in the Credit Agreement. 

 

1.4                               The titles and headings of the Clauses are for convenience only and do not form part of this Deed and shall in no way affect the interpretation thereof.

 

1.5                               In this Deed words and expressions importing the singular shall, where the context permits or requires, include the plural and vice versa. 

 

1.6                               Any reference in this Deed to a statute (including but not limited to the Dutch Civil Code) shall be construed as a reference to such statute as the same may have been, or may from time to time be, amended or re-enacted. 

 

1.7                               Any Event of Default shall constitute a verzuim (as meant in Section 6:81 and further of the Dutch Civil Code) and any Enforcement Event shall constitute a 

 

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verzuim (as meant in Section 3:248 (1) in conjunction with Section 6:81 and further of the Dutch Civil Code) in the proper performance of the Secured Obligations or any part thereof, without any dun (aanmaning), summons (sommatie)  or notice of default (ingebrekestelling)  being sent or required. 

 

UNDERTAKING TO PLEDGE 

 

Article 2.

 

The Pledgor agrees with the Pledgee and undertakes to create or, as the case may be, to create in advance (bij voorbaat)  a first priority right of pledge (pandrecht eerste in rang)  in respect of the Charged Assets as security for the Secured Obligations.

 

PLEDGE OF CHARGED ASSETS 

 

Article 3.

 

3.1                               The Pledgor grants to the Pledgee: 

 

a.                                      a first priority right of pledge (pandrecht eerste in rang)  over all Charged Assets; and 

 

b.                                      to the extent the Charged Assets consist of future Charged Assets, a first priority right of pledge (pandrecht eerste in rang)  is granted in advance (bij voorbaat)  over all such future Charged Assets, as security for the Secured Obligations. 

 

3.2                               The Right of Pledge includes all accessory rights (afhankelijke rechten)  and all ancillary rights (nevenrechten)  attached to the Charged Assets. 

 

3.3                               To the extent that the Charged Assets are (or shall be) subject to an encumbrance or right of pledge taking priority over the Right of Pledge, nevertheless the Right of Pledge will have been (or will be) created with the highest possible rank available at that time. 

 

3.4                               To the extent that pursuant to Dutch law the future Charged Assets are not subject to the Right of Pledge, the Pledgor irrevocably and unconditionally undertakes to grant a right of pledge over such future Charged Assets to the Pledgee by way of a notarial deed on the same (or similar) terms of this Deed. 

 

PERFECTION RIGHT OF PLEDGE AND COMPANY STATEMENTS 

 

Article 4. 

 

4.1                               The Company: 

 

a.                                      acknowledges to be notified of the Right of Pledge and undertakes to register the Right of Pledge in its shareholders’ register; 

 

b.                                      undertakes that promptly after the Pledgor has acquired Shares it shall register the Right of Pledge in its shareholders’ register; 

 

c.                                       undertakes to provide the Pledgee promptly after the execution of this Deed and promptly after each acquisition of shares in the capital of the Company by the Pledgor with a copy of the relevant entry in its shareholders’ register; 

 

d.                                      to the extent possible under Dutch law and with the knowledge of the Pledgor, waives (and shall waive at the Pledgee’s first request) any right that may impede the exercise by the Pledgee of the Right of Pledge and the other rights conferred under this Deed; and 

 

e.                                       undertakes not to propose or effect such acts as set forth in Clause 6.2. 

 

4.2                               The Pledgee is entitled: 

 

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a.                                      to present a true copy (afschrift)  of this Deed and any other document pursuant to this Deed for registration to any office, registrar or governmental body (including the Dutch tax authorities) in any jurisdiction; and 

 

b.                                      to serve any notice to any person (with due observance of the provisions of Clause 5.2 and of Clause 6.1 with respect to the notice referred to therein), as the Pledgee deems necessary or desirable to protect its interests.

 

DIVIDENDS 

 

Article 5. 

 

5.1                               In accordance with Section 3:246 (1) of the Dutch Civil Code, only the Pledgee is entitled to collect and receive payment of the Dividends and the Related Assets which are subject to the Right of Pledge and to exercise all rights of the Pledgor vis-à-vis the Company. To the extent permitted by the Credit Agreement and without prejudice to its entitlement to collect and receive payment and to exercise its rights, the Pledgee authorizes the Pledgor to collect and receive payment of the Dividends and the Related Assets. 

 

5.2.                            The authorization granted by the Pledgee to the Pledgor pursuant to Clause 5.1 may be terminated by the Pledgee by giving notice thereof to the Pledgor and the Company upon the occurrence of an Event of Default which is continuing. 

 

VOTING RIGHTS 

 

Article 6. 

 

6.1                               The Voting Rights are transferred by the Pledgor to the Pledgee under the condition precedent (opschortende voorwaarde)  of the occurrence of a Voting Transfer Event. The general meeting of shareholders of the Company has resolved to approve such transfer of Voting Rights, as is evidenced by a written resolution of such meeting, dated the twentieth day of December two thousand seven, a copy of which is attached to this Deed. 

 

6.2                               Until the occurrence of a Voting Transfer Event, the Pledgor may exercise its Voting Rights provided that: 

 

a.                                      no such exercise may violate or be inconsistent with the terms and conditions of this Deed or the Credit Agreement; and 

 

b.                                      no such exercise may have the effect of impairing the position or interests of the Pledgee, including, for the avoidance of doubt, such exercise which without the prior written consent of the Pledgee results in a resolution to consent or to ratify: 

 

(i)                                     a filing of a request to declare the Company bankrupt (failliet)  or a filing of a request for a similar proceeding in any jurisdiction; 

 

(ii)                                  a filing by the Company of a request to be granted a suspension of payments (surséance van betaling)  or a filing by the Company of a request for a similar proceeding in any jurisdiction; 

 

(iii)                               any conversion (omzetting), merger (fusie)  or division (splitsing)  of the Company; 

 

(iv)                              an issuance or cancellation of shares in the capital of the Company or any reduction of any reserve of the Company;

 

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(v)                                 an acquisition by the Company of shares in the capital of the Company or depository receipts (certificaten van aandelen)  thereof;

 

(vi)                              a transfer of the authority to issue shares in the capital of the Company and to limit or exclude pre-emptive rights of shareholders to any other corporate body other than the general meeting of shareholders; 

 

(vii)                           a granting of rights to subscribe for shares in the capital of the Company or a limitation or exclusion of pre-emptive rights of shareholders upon issuance of shares in the capital of the Company;

 

(viii)                        an issuance of depository receipts (certificaten van aandelen)  in respect of shares in the capital of the Company with the co-operation of the Company;

 

(ix)                              a material change of the terms of the Charged Assets; or 

 

(x)                                 a material impairment of the value of the Charged Assets. 

 

In the event of doubt, the Pledgor shall in time consult with the Pledgee on the resolution to be passed prior to exercising its Voting Rights and the Pledgor shall subsequently vote in accordance with the Pledgee’s instructions. 

 

6.3          Upon the occurrence of a Voting Transfer Event the Pledgee shall have the sole and exclusive right and authority to exercise such Voting Rights and shall be entitled to exercise or refrain from exercising such rights in such manner as the Pledgee may in its absolute discretion deem fit.

 

6.4                               Until the occurrence of a Voting Transfer Event, the Pledgee shall not have the rights which the law attributes to holders of depository receipts (certificaten van aandelen), issued with a company’s co-operation, of shares in the capital of the Company.

 

CONTINUING AND ADDITIONAL SECURITY 

 

Article 7.

 

7.1                               The Right of Pledge is one and indivisible (één en ondeelbaar)  and shall (unless released pursuant to Clause 13 (Termination)) remain in full force and effect, shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations or by any settlement of accounts and the Pledgee shall not have any obligation to relinquish the Right of Pledge, until all of the Secured Obligations have been irrevocably and unconditionally paid in full.

 

7.2                               To the extent possible under Dutch law, the Right of Pledge shall not in any way be prejudiced by or be dependent on any collateral or other security now or hereafter held by the Pledgee as security for the Secured Obligations or any lien to which it may be entitled (whether by contract or statute). The rights of the Pledgee hereunder are in addition to and not in lieu of those provided by law. 

 

REPRESENTATIONS AND WARRANTIES 

 

Article 8.

 

8.1                               The Pledgor represents and warrants, on the date of this Deed and on each drawdown date under the Credit Agreement, for the benefit of the Pledgee that:

 

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a.                                      it is a company with limited liability duly incorporated and validly existing under the laws of Spain, and that the Company is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)  duly incorporated and validly existing under the laws of the Netherlands;

 

b.                                      all authorizations required (including all necessary corporate authorisations) in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Deed have been obtained or effected (as appropriate) and are in full force and effect;

 

c.                                       the execution, delivery and performance of this Deed and the granting of the Right of Pledge do not and will not contravene:

 

(i)                           any law, rule or regulation or any judgment, decree or order of any tribunal; or

 

(ii)                        any provision of its articles of association (statuten)  or other constitutional document; or

 

(iii)                     any agreement or instrument which is binding upon the Pledgor or to which any of its assets is bound or affected or constitute a default thereunder;

 

d.                                      it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it for its winding-up, dissolution, administration or reorganization or for the appointment of a bankruptcy trustee (curator), administrator (bewindvoerder)  or similar officer of it or of any or all of its assets or revenues in any jurisdiction and that the Company has not taken any corporate action nor have any other steps or legal proceedings been started or (to the best of its knowledge and belief) threatened against the Company for the Company’s winding-up, dissolution, administration or reorganization or for the appointment of a bankruptcy trustee (curator), administrator (bewindvoerder)  or similar officer of it or of any or all of its assets or revenues in any jurisdiction;

 

e.                                       it holds full and exclusive title (titel)  to the Charged Assets and has the authority and the power (beschikkingsbevoegd)  to create the Right of Pledge;

 

f.                                        the Right of Pledge is a first ranking right of pledge (pandrecht eerste in  rang);

 

g.                                       the Charged Assets:

 

(i)                                     have, save for the Right of Pledge, not been encumbered with limited rights (beperkte rechten)  or otherwise;

 

(ii)                                  are not subject to any attachment (beslag);

 

(iii)                               have not been transferred or, save for the Right of Pledge, encumbered in advance (bij voorbaat)  to any third party;

 

(iv)                              are capable of being transferred, assigned and encumbered with limited rights (beperkte rechten); and

 

(v)                                 are not subject to any option or similar right;

 

h.                                      save for the Right of Pledge, the Pledgor has not agreed to grant any

 

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right or to do such acts as set forth in Clause 8 (g) in respect of the Charged Assets;

 

i.                                          the Shares:

 

(i)                                     have been validly issued and have not been repurchased (ingekocht), cancelled (ingetrokken), reduced (afgestempeld), split or combined;

 

(ii)                                  constitute one hundred per cent (100%) of the issued share capital of the Company and are fully paid up; and

 

(iii)                               issued and outstanding at the date of this Deed have been acquired pursuant to a notarial deed of transfer of shares, executed on the sixth day of May two thousand and four, by deed of transfer of shares by title of sale and purchase, executed before Michel Dick van Waateringe, civil law notary in Amsterdam, the Netherlands, as follows:

 

·                  twelve (12) shares, numbered 1 up to and including 12 on the first day of March two thousand and six, by deed of transfer of shares by title of sale and purchase, executed before Philippe Huib Ferdinand Konig, civil law notary in Rotterdam, the Netherlands; and

 

·                  twenty-eight (28) shares, numbered 13 up to and including 40 on the thirtieth day of June two thousand and six, by deed of transfer of shares as capital contribution, executed before Willem Frederik Otto Stricker, civil law notary in Rotterdam, the Netherlands.

 

j.                                         it has provided the Pledgee with all information and documentation regarding the Charged Assets, which the Pledgor understands or should be aware to be important to the Pledgee;

 

k.                                      there are no outstanding claims on the Company for the issue of any shares in the capital of the Company and no depository receipts (certificaten van aandelen)  have been issued in respect of shares in the capital of the Company;

 

l.                                          it has not been deprived of the authority to alienate shares in the capital of the Company by virtue of Section 2:22a of the Dutch Civil Code;

 

m.                                  it has not been served a writ in connection with the settlement of shareholders disputes within the meaning of Section 2:335 and further of the Dutch Civil Code, and is consequently not subject to the prohibition set out in Section 2:338 of the Dutch Civil Code; and

 

n.                                      the Company may only issue shares by virtue of a resolution of its general meeting of shareholders and this authority has not been transferred to any other corporate body of the Company.

 

8.2                               The representations and warranties set out in Clause 8.1 are deemed to be made by the Pledgor on each date the Pledgor acquires legal title to a Charged Asset.

 

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UNDERTAKINGS

 

Article 9.

 

9.1                               Without prejudice to Clause 5.1 (Dividends) and unless permitted under the Credit Agreement, the Pledgor shall not without the prior written consent of the Pledgee:

 

a.                                      assign, transfer, pledge or otherwise encumber, release (kwijtschelden)  or waive (afstand doen van)  any rights over the Charged Assets;

 

b.                                      agree with a court composition or an out-of-court composition (gerechtelijk of buitengerechtelijk akkoord)  or enter into any settlement agreement in respect of the Charged Assets;

 

c.                                       waive any accessory rights (afhankelijke rechten)  or ancillary rights (nevenrechten)  attached to the Charged Assets without the prior written consent of the Pledgee, and

 

d.                                      in general perform any act which adversely affects or may adversely affect the Charged Assets.

 

9.2                               The Pledgor shall promptly inform the Pledgee of an occurrence of an event that may be relevant to the Pledgee with respect to the Charged Assets or adversely affects or may adversely affect the Right of Pledge or the ability of the Pledgor to perform the Secured Obligations, including but not limited to the occurrence of: 

 

a.                                      an attachment (beslag)  of the Charged Assets;

 

b.                                      a filing of a request to declare the Pledgor or the Company bankrupt (failliet)  or a filing of a request for a similar proceeding in any jurisdiction;

 

c.                                       a filing by the Pledgor or the Company of a request to be granted a suspension of payments (surséance van betaling)  or a filing by the Pledgor or the Company of a request for a similar proceeding in any jurisdiction;

 

d.                                      the liquidation or dissolution of the Pledgor or the Company or the Pledgor or the Company ceasing to carry on the whole or a part of its business;

 

e.                                       the Pledgor becoming aware that any of the representations and warranties set forth in Clause 8 (Representations and Warranties) is or proves to have been incorrect or incomplete or misleading; or

 

f.                                        the Pledgor becoming aware that any of the actions as referred to in Clause 6.2. are proposed or effected.

 

9.3                               Upon the occurrence of an event referred to in Clause 9.2, the Pledgor shall promptly notify in writing, at its own costs, the existence of this Deed and the Right of Pledge to:

 

a.                                      a third party or the court process server (deurwaarder)  acting on behalf of such third party making an attachment (beslag);

 

b.                                      the bankruptcy trustee (curator), administrator (bewindvoerder)  or similar officer in any jurisdiction; or 

 

c.                                       any other relevant person, as the case may be.

 

9.4                               The Pledgor shall promptly send to the Pledgee a copy of the relevant documentation in respect of an event referred to in Clause 9.2. and a copy of any correspondence pursuant to Clause 9.3.

 

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9.6                               The Pledgor shall at the Pledgee’s first reasonable request provide the Pledgee with all information and with copies of all relevant documentation relating to the Charged Assets and allow the Pledgee to inspect its administrative records to verify the balances outstanding on any or all of the Charged Assets and/or to instruct the Pledgor’s independent accountant so to verify.

 

ENFORCEMENT

 

Article 10.

 

10.1                        Upon the occurrence of an Enforcement Event, the Pledgee shall have the right to enforce the Right of Pledge in accordance with Dutch law and any other applicable law and may take all (legal) steps and measures which it deems necessary or desirable and the Pledgor shall co-operate with the Pledgee in any way which the Pledgee deems necessary or desirable for the enforcement of the Right of Pledge.

 

10.2                        The Pledgee shall not be obliged to give notice of a sale of the Charged Assets to the Pledgor, debtors, holders of a limited right (beperkt recht)  or persons who have made an attachment (beslag)  on the Charged Assets, as required by Sections 3:249 and 3:252 of the Dutch Civil Code.

 

10.3                        The Pledgor shall not be entitled to make a request to the court as referred to in Section 3:251 (1) of the Dutch Civil Code to determine that the Charged Assets shall be sold in a manner deviating from the provisions of Section 3:250 of the Dutch Civil Code.

 

10.4                        The Pledgor shall not be entitled to demand that the Pledgee:

 

a.                                      shall first enforce any security interests granted by any other person, pursuant to Section 3:234 of the Dutch Civil Code; or

 

b.                                      to first proceed against or claim payment from any other person or enforce any guarantee, before enforcing this Right of Pledge.

 

The Pledgor waives its rights under Sections 3:233 (2) and 6:139 of the Dutch Civil Code.

 

10.5                        The Pledgor shall not be entitled to set-off (verrekenen)  its claims (if any) against the Pledgee under or in connection with this Deed and/or the Credit Agreement against the Secured Obligations.

 

10.6                        To the fullest extent permitted by Dutch law and the Articles of Association, the Pledgor irrevocably and unconditionally waives, renounces and agrees not to exercise any pre-emption rights or rights of first refusal upon a sale of shares in the capital of the Company and where applicable the other Charged Assets.

 

10.7                        The Pledgee is irrevocably and unconditionally authorized (but without any obligation) in the event of a sale of the Shares:

 

a.                                      to offer the Shares (and, where applicable, the other Charged Assets) for sale in the manner prescribed by the Articles of Association or to seek the approval of the corporate body designated under the Articles of Association as empowered to approve all proposed transfers of shares, as the case may be, and to exercise the Pledgor’s rights in connection with the sale and transfer of the Shares as provided in Section 2:198 (5) of the Dutch Civil Code;

 

b.                                      to cause notice of such sale of the Shares (and, where applicable, the 

 

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other Charged Assets) to be served, also on behalf of the Pledgor, upon the Company in accordance with Dutch law and the Articles of Association; and

 

c.                                       to cause the Shares (and, where applicable, other Charged Assets) to be registered in the name of the new owner(s) following the sale to the extent required on behalf of the Pledgor, to do all such acts and to sign all such documents as are necessary or desirable for that purpose pursuant to Dutch law or the provisions of the Articles of Association.

 

10.8                        The Pledgee shall have the right to impose such limitations and restrictions on the sale of the Shares (and, where applicable, the other Charged Assets) as the Pledgee may deem necessary or desirable to comply with any law, rule or regulation applicable to the sale. The Pledgor shall co-operate with the Pledgee in obtaining any necessary permits, exemptions or consents of competent authorities and in ensuring that the sale of the Shares (and, where applicable, the Charged Assets) does not violate any applicable securities laws.

 

10.9                        Subject to the mandatory provisions of Dutch law on enforcement, all monies received or realized by the Pledgee in connection with the enforcement of the Right of Pledge shall be applied by the Pledgee in accordance with Section 11.15 (Allocation of Payments) of the Credit Agreement.

 

FURTHER ASSURANCES

 

Article 11.

 

11.1                        If no valid right of pledge is created pursuant to this Deed in respect of the Charged Assets, the Pledgor irrevocably and unconditionally undertakes to pledge to the Pledgee the Charged Assets as soon as they become available for pledging, by way of supplementary agreements, supplemental deeds or other instruments on the same (or similar) terms of this Deed.

 

11.2                        The Pledgor further undertakes to execute any instrument provide such assurances and do all acts and things as may be necessary or desirable for: 

 

a.                                      perfecting or protecting the security created (or intended to be created) by this Deed;

 

b.                                      preserving or protecting any of the rights of the Pledgee under this Deed;

 

c.                                       preserving or protecting the Pledgee’s interest in the Charged Assets;

 

d.                                      ensuring that the Right of Pledge and the undertakings and obligations of the Pledgor under this Deed shall inure to the benefit of any assignee of the Pledgee;

 

e.                                       facilitating the appropriation or realization of the Charged Assets or any part thereof in the manner contemplated by this Deed in case of an Event of Default; or

 

f.                                        the exercise of any power, authority or discretion vested in the Pledgee under this Deed.

 

11.3                        To the extent necessary, the Pledgor subordinates in favor of the Pledgee any rights which it may acquire by way of recourse or subrogation in connection with this Deed, until the Secured Obligations have been irrevocably and unconditionally been paid in full. If any amount shall be paid to the Pledgor on account of such recourse or subrogation rights at any time when any of the 

 

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Secured Obligations are still outstanding, the Pledgor shall forthwith pay such amount to the Pledgee to apply such amount to the Secured Obligations in accordance with Clause 10 (Enforcement).

 

POWER OF ATTORNEY AND NO WAIVER 

 

Article 12.

 

12.1                        The Pledgor, by way of security and in order to secure the performance by the Pledgor of its obligations under this Deed, irrevocably and unconditionally appoints the Pledgee as its attorney (gevolmachtigde)  for as long as any of the Secured Obligations are outstanding for the purposes of: 

 

a.                                      doing in its name all acts and executing, signing and (if required) registering in its name all documents which the Pledgor itself could do, execute, sign or register in relation to the Charged Assets; and 

 

b.                                      executing, signing, perfecting, doing and (if required) registering every such further document, act or thing as is referred to in Clause 11 (Further Assurances).

 

12.2                        It is expressly agreed that the appointment under Clause 12.1 will only be exercised by the Pledgee in case of an Event of Default which is continuing and is given with full power of substitution and also applies to any situation where the Pledgee acts as the Pledgor’s counterparty (Selbsteintritt)  within the meaning of Section 3:68 of the Dutch Civil Code or as a representative of the Pledgor’s counterparty.

 

12.3                        No delay or omission by the Pledgee in the exercise of any power or right under this Deed will impair such power or right or be construed as a waiver thereof or of the event giving rise to such power of right and no waiver of any past event shall be construed to be a waiver of any power or right accruing to the Pledgee by reason of any future event.

 

TERMINATION 

 

Article 13. 

 

13.1                        Unless terminated by operation of law or terminated or waived pursuant to Clause 13.3, the Right of Pledge shall be in full force and effect until the Pledgee has certified in writing to the Pledgor that all Secured Obligations have been fully, irrevocably and unconditionally repaid or discharged to its satisfaction.

 

13.2                        Upon termination of the Right of Pledge in accordance with Clause 13.1, the Pledgee shall, at the request and expense of the Pledgor, issue a notice of release to the Pledgor.

 

13.3                        The Pledgee is entitled to terminate by notice (opzeggen)  or waiver (afstand) the Right of Pledge, in respect of all or part of the Charged Assets and all or part of the Secured Obligations. The Pledgor agrees in advance to any waiver granted by the Pledgee under this Clause 13.3.

 

SUCCESSORS AND ASSIGNS 

 

Article 14.

 

14.1                        This Deed shall be binding upon and shall inure to the benefit of the Pledgor and the Pledgee and their respective successors, transferees and assignees.

 

14.2                        The Pledgor shall not assign or transfer any of its rights and obligations under

 

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this Deed without the prior written consent of the Pledgee.

 

14.3                        The Pledgee may transfer, assign or pledge any of its rights and obligations under this Deed in accordance with the Credit Agreement.

 

WAIVER 

 

Article 15.

 

The Pledgor waives, to the fullest extent permitted by law, its rights:

 

a.                            to dissolve (ontbinden)  this Deed in case of failure in the performance of one or more of the Pledgee’s obligations pursuant to Section 6:265 of the Dutch Civil Code or on any other ground;

 

b.                            to suspend (opschorten)  any of its obligations pursuant to Section 6:52 of the Dutch Civil Code or on any other ground; and 

 

c.                             to nullify (vernietigen)  this Deed pursuant to Section 6:228 of the Dutch Civil Code or on any other ground.

 

COSTS

 

Article 16.

 

All costs, charges and expenses in relation to the negotiation, preparation, administration, execution, perfection, preservation, protection, registration or enforcement of this Deed and the exercise and/or enforcement of any rights or powers hereunder by the Pledgee shall be payable by the Pledgor in accordance with Section 14.5 (Payment of Expenses; Indemnification) of the Credit Agreement. 

 

EVIDENCE OF DEBT 

 

Article 17. 

 

As to the existence and composition of the Secured Obligations, a written statement by the Pledgee made in accordance with its books shall constitute conclusive evidence (save for manifest error), it being understood that in the event of a disagreement with respect thereto, the Pledgee shall be authorized to exercise its right of enforcement, with due observance of the obligation of the Pledgee to transfer all which afterwards would appear to be received by it in excess of its rights. 

 

LIABILITY 

 

Article 18. 

 

Except for its gross negligence (grove nalatigheid)  or wilful misconduct (opzet), the Pledgee shall not be liable vis-à-vis the Pledgor for not (or not completely) collecting or recovering or selling the Charged Assets and/or any loss or damage resulting from any collecting or recovering or selling the Charged Assets or arising out of the exercise of or failure to exercise any of its powers under this Deed or for any other loss of any nature whatsoever in connection with the Charged Assets or this Deed.  Should any such loss or damage occur, then the Pledgor shall fully indemnify the Pledgee therefor. 

 

NOTICES 

 

Article 19. 

 

19.1                        Any notice or other communication in connection with this Deed required to be sent or given shall be sent in the English language by registered mail or by fax to the following addresses:

if to the Pledgor:

lniciativas Culturales de España, S.L

 

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Calle Tajo s/n 

Urbanización EI Bosque 

Villaviciosa de Odón, 

Madrid 

Spain 28670 

if to the Pledgee: 

Goldman Sachs Credit Partners L.P. 

with a copy to: 

Goldman Sachs Credit Partners L.P. 

if to the Company: 

Laureate I B.V. 

Amsteldijk 166 

1079 LH Amsterdam 

The Netherlands 

with a copy to: 

Laureate Education, Inc. 

650 South Exeter Street 

Baltimore, Maryland 21202 

United States of America 

or to such other address or addresses as may from time to time be notified by the parties for such purpose in writing.

 

19.2                        All documents provided under or in connection with this Deed must be: 

 

a.                           in English; or 

 

b.                           if not in English, and if so required by the Pledgee, accompanied by an English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 

 

19.3                        If sent by registered mail, any notice or other communication sent by registered mail pursuant to this Deed shall be deemed to have been received by the party to whom it was addressed on the first Business Day after the day shown as the 

 

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day of receipt by a return receipt. If sent by fax, it shall be deemed, in the absence of proof to the contrary, to have been received by the party to whom it was sent on the day of dispatch provided that the report generated by the sender’s facsimile machine shows that all pages of such notice, demand or other communications were properly transmitted to the recipients fax machine.  Without prejudice to any other mode of service, any notice or any other communication shall be deemed to have been sufficiently served if sent to the addresses as set forth in Clause 19.1. 

 

SEVERABILITY 

 

Article 20. 

 

20.1                        If a provision of this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: 

 

a.                           the validity or enforceability in that jurisdiction of any other provision of this Deed; or 

 

b.                           the validity or enforceability in other jurisdictions of that or any other provision of this Deed. 

 

20.2                        The Pledgor and the Pledgee agree that they will negotiate in good faith to replace any provision of this Deed which may be held unenforceable with a provision which is enforceable and which is as similar as possible in substance to the unenforceable provision. 

 

AMENDMENT 

 

Article 21. 

 

This Deed shall only be amended, modified or rescinded by a notarial deed under Dutch law duly executed, before a civil law notary in the Netherlands, by the authorized signatories of the Pledgor and the Pledgee. 

 

ACCEPTANCE 

 

Article 22. 

 

The Pledgee accepts the Right of Pledge and all stipulations, covenants, undertakings, waivers, authorities and powers pursuant to this Deed.  

 

GOVERNING LAW 

 

Article 23. 

 

This Deed shall be governed by and construed in accordance with Dutch law. 

 

JURISDICTION 

 

Article 24. 

 

The courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes which might arise out of or in connection with this Deed, and, for such purposes, the Pledgor irrevocably and unconditionally submits, for the benefit of the Pledgee, to the jurisdiction of that court. The Pledgee, however, reserves the right to refer the matter to any other competent court in any jurisdiction, whether concurrently or not (to the extent permitted by law). 

 

BY-LAW ROYAL NOTARIAL ASSOCIATION

 

Article 25.

 

25.1                        The Pledgor declares that it is aware that Mr. Dominique François Margaretha Maria Zaman, civil law notary in Rotterdam, the Netherlands, is a representative

 

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of the law firm Loyens & Loeff N.V. in Rotterdam, the Netherlands which acts as the external legal advisor of the Pledgee. 

 

25.2                        With reference to the provisions of the Code of Conduct (Verordening Beroepsen Gedragsregels)  as determined by the general meeting of the Royal Notarial Association (Koninklijke Notariële Beroepsorganisatie), the Pledgor explicitly declares that it consents to the fact that the Pledgee will be assisted by Loyens & Loeff N.V. in all cases connected with this Deed and all potential conflicts and all potential conflicts arising therefrom. 

 

Powers of Attorney. 

 

Of the abovementioned powers of attorney to the person appearing has appeared to me, civil law notary, from three (3) written powers of attorney, which will be attached to this deed.

 

End

 

The person appearing is known to me, civil law notary.  This deed was executed in Rotterdam on the date stated in the first paragraph of this deed. 

 

The contents of the deed have been stated and clarified to the person appearing.  The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents.

 

After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.



(follows signature)

 

 

ISSUED FOR TRUE COPY

 

 

	

    	
 
    	
/s/ Dominique Francois Margaretha Maria Zaman
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    


 

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