exv10w27






Exhibit 10.27




JOINDER AGREEMENT




          THIS JOINDER AGREEMENT, dated as of August 25, 2009 (this “Agreement”), by and among each
lender listed on the signature pages hereto as a Joinder Lender (each a “Joinder Lender” and
collectively the “Joinder Lenders”), each financial institution listed on the signature pages
hereto as an Issuing Bank (each an “Additional Issuing Bank” and collectively, the “Additional
Issuing Banks”), EDUCATION MANAGEMENT LLC, a Delaware corporation, as Borrower (“Company”),
EDUCATION MANAGEMENT HOLDINGS LLC, as a Guarantor (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS,
as Guarantors, and BNP PARIBAS, as Administrative Agent.




RECITALS:




          WHEREAS, reference is hereby made to the Amended and Restated Credit and Guaranty Agreement,
dated as of February 13, 2007 (as amended by the First Amendment to Amended and Restated Credit and
Guaranty Agreement, dated as of March 23, 2009, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among Company,
Holdings, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers
party thereto from time to time, the Lenders party thereto from time to time, CREDIT SUISSE
SECURITIES (USA) LLC, as Syndication Agent for the Revolving Credit Facility, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Syndication Agent for the Tranche C Term Loan Facility, BNP PARIBAS, as
Administrative Agent and Collateral Agent, and MERRILL LYNCH CAPITAL CORPORATION and BANK OF
AMERICA, N.A., as Documentation Agents for the Revolving Credit Facility;




          WHEREAS, subject to the terms and conditions of the Credit Agreement, Company may increase the
existing Revolving Loan Commitments by entering into one or more Joinder Agreements with any
existing Lender (each, an “Existing Lender”) or any other Person that is an Eligible Assignee
(each, a “New Revolving Loan Lender”);




          WHEREAS, Company, pursuant to, and in accordance with, the terms of the Credit Agreement, has
requested that the Joinder Lenders provide new Revolving Loan Commitments in an aggregate amount
equal to $120,000,000 (collectively, the “New Revolving Loan Commitments”);




          WHEREAS, subject to the terms and conditions of the Credit Agreement, Company may, with the
consent of the Administrative Agent and such financial institution, designate one or more
additional financial institutions to act as an Issuing Bank under the terms of the Credit
Agreement; and




          WHEREAS, Company has requested that the Additional Issuing Banks agree to issue additional
Letters of Credit in an aggregate amount equal to $200,000,000 (collectively, the “New Letters of
Credit”).




          NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




          Each Joinder Lender party hereto hereby agrees to commit to provide its respective New
Revolving Loan Commitment as set forth on Schedule A annexed hereto, and each Additional Issuing
Bank party hereto hereby agrees to issue its respective amounts of New Letters of Credit as
described below, in each case, on the terms and subject to the conditions set forth below:




          Each Joinder Lender and Additional Issuing Bank (i) confirms that it has received a copy of
the Credit Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent or any other Lender
or Agent and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or



 









 






not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative
Agent to take such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Credit Documents as are delegated to Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it
will perform in accordance with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender or as an Issuing Bank, as the case may be.




          Bank of America, N.A. agrees to issue Letters of Credit for the account of a Borrower and its
Subsidiaries pursuant to the terms of the Credit Agreement in an aggregate amount for all Borrowers
and their Subsidiaries up to $100,000,000; provided that Bank of America, N.A. shall only
be required to issue any Letters of Credit for the account of a Borrower and its Subsidiaries from
time to time at any such time as the Letter of Credit Usage with respect to Letters of Credit
issued by BNP as Issuing Bank for the account of all Borrowers and their Subsidiaries is greater
than or equal to $175,000,000.




          JPMorgan Chase Bank, N.A. agrees to issue Letters of Credit for the account of a Borrower and
its Subsidiaries pursuant to the terms of the Credit Agreement in an aggregate amount for all
Borrowers and their Subsidiaries up to $100,000,000; provided that JPMorgan Chase Bank,
N.A. shall only be required to issue any Letters of Credit for the account of a Borrower and its
Subsidiaries from time to time at any such time as (i) the Letter of Credit Usage with respect to
Letters of Credit issued by BNP as Issuing Bank for the account of all Borrowers and their
Subsidiaries is greater than or equal to $175,000,000 and (ii) the Letter of Credit Usage with
respect to Letters of Credit issued by Bank of America, N.A. as Issuing Bank for the account of all
Borrowers and their Subsidiaries is greater than or equal to $100,000,000.




          Each Additional Issuing Bank (i) agrees to comply with reporting requirements reasonably
satisfactory to the Administrative Agent with respect to the issuances, amendments, extensions and
terminations of Letters of Credit by it and (ii) acknowledges and agrees that upon its execution of
this Agreement, such Additional Issuing Bank shall become an “Issuing Bank” under and for all
purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound
by the terms thereof, and shall perform all the obligations of and shall have all the rights of an
Issuing Bank thereunder.




          Pursuant to Section 2.4(h) of the Credit Agreement, the Administrative Agent hereby consents
to the designation of each of Bank of America, N.A. and JPMorgan Chase Bank, N.A. as an Issuing
Bank.




          Each Joinder Lender hereby agrees to provide its New Revolving Loan Commitment on the
following terms and conditions:





	1.	 	Other Fees. Borrower agrees to pay (a) each New Revolving Loan Lender listed on Table I
“Initial Commitments” on Schedule A (each, an “Initial New Revolving Loan Lender”) on the date
hereof, a fee equal to such Initial New Revolving Loan Lender’s respective New Revolving Loan
Commitment (if any) as set forth in Table I “Initial Commitments” on Schedule A times 2.0% and
(b) each New Revolving Loan Lender listed on Table II “Subsequent Commitments” on Schedule A
(each, a “Subsequent New Revolving Loan Lender”) upon the completion of a Qualifying IPO, a
fee equal to such Subsequent New Revolving Loan Lender’s respective New Revolving Loan
Commitment (if any) as set forth in Table II “Subsequent Commitments” on Schedule A
(“Subsequent New Revolving Loan Commitments”) times 2.0%.
	 
	2.	 	New Lenders. (a) Each Initial New Revolving Loan Lender acknowledges and agrees that, upon
(i) its execution of this Agreement and (ii) receipt by it of the fee set forth in paragraph
1(a) hereof, such Initial New Revolving Loan Lender shall become a “Lender” under, and for all
purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and
bound by the terms thereof, and shall perform all the obligations of and shall have all rights
of a Lender thereunder.





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(b) Each Subsequent New Revolving Loan Lender acknowledges and agrees that, upon (i) its
execution of this Agreement, (ii) the completion of a Qualifying IPO and (iii) receipt by
it of the fee set forth in paragraph 1(b) hereof, such Subsequent New Revolving Loan Lender
shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other
Credit Documents with respect to the Subsequent New Revolving Loan Commitments, and shall
be subject to and bound by the terms thereof, and shall perform all the obligations of and
shall have all rights of a Lender thereunder.




	3.	 	Termination of Subsequent New Revolving Loan Commitments. Borrower, each Subsequent New
Revolving Loan Lender and the Administrative Agent agree that Borrower may terminate all or
any portion of any Subsequent New Revolving Loan Lender’s Subsequent New Revolving Loan
Commitments (each a “Terminated Subsequent New Revolving Loan Commitment”) at any time prior
to the completion of a Qualifying IPO upon written notice to the Administrative Agent and each
Subsequent New Revolving Loan Lender that holds a Terminated Subsequent New Revolving Loan
Commitment. Upon any such written termination, (a) Borrower shall no longer have any
obligation to pay and each such Subsequent New Revolving Loan Lender that holds a Terminated
Subsequent New Revolving Loan Commitment shall no longer have any right to receive the fee set
forth in paragraph 1(b) hereof in respect of such Subsequent New Revolving Loan Lender’s
Terminated Subsequent New Revolving Loan Commitment, (b) the Terminated Subsequent New
Revolving Loan Commitments shall automatically terminate and be deemed not to be New Revolving
Loan Commitments (as such term is defined in the Credit Agreement) for purposes of Section
2.24 of the Credit Agreement, and (c) the Terminated Subsequent New Revolving Loan Commitments
shall not reduce the $400,000,000 of New Revolving Loan Commitments and New Term Loan
Commitments available pursuant to such Section.
	 
	4.	 	Credit Agreement Governs. Except as set forth in this Agreement, the New Revolving Loan
Commitments and the New Letters of Credit shall otherwise be subject to the provisions of the
Credit Agreement and the other Credit Documents.
	 
	5.	 	Company’s Certifications. By its execution of this Agreement, the undersigned officer, to
the best of his or her knowledge, and Company hereby certify that:






	 	i.	 	The representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on and as of the date hereof to the same extent as though 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 were true and correct in all material respects
on and as of such earlier date; and
	 
	 	ii.	 	No event has occurred and is continuing or would result after
giving effect to the New Revolving Loan Commitments contemplated hereby that
would constitute a Default or an Event of Default.






	6.	 	Company Covenants. By its execution of this Agreement, Company hereby covenants that:






	 	i.	 	Company shall make any payments required pursuant to Section
2.18(c) of the Credit Agreement in connection with the New Revolving Loan
Commitments;
	 
	 	ii.	 	Company shall deliver or cause to be delivered legal opinions
of: (i) Simpson Thacher & Bartlett LLP, special counsel for Credit Parties and
(ii) in-house counsel for Company, in each case dated as of the date hereof
and covering such matters as the Administrative Agent may reasonably request
in respect of this





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	 	 	 	Agreement and otherwise in form and substance reasonably satisfactory to
Administrative Agent;
	 
	 	iii.	 	Set forth on the attached Officers’ Certificate are the
calculations (in reasonable detail) demonstrating compliance with the
financial tests described in Section 6.10 of the Credit Agreement; and
	 
	 	iv.	 	Company shall pay all the actual and reasonable costs and
expenses of Agents in connection with the preparation, negotiation, execution
and administration of this Agreement, including the reasonable fees, expenses
and disbursements of counsel to Agents in connection therewith, all in
accordance with Section 10.2 of the Credit Agreement, and Company acknowledges
and agrees that this Agreement is a “Credit Document” for all purposes of the
Credit Agreement and the other Credit Documents.






	7.	 	Eligible Assignee. By its execution of this Agreement, each Joinder Lender that is a New
Revolving Loan Lender represents and warrants that it is an Eligible Assignee.
	 
	8.	 	Notice. For purposes of the Credit Agreement, the initial notice address of each Joinder
Lender that is a New Revolving Loan Lender shall be as set forth below its signature below.
	 
	9.	 	Recordation of the New Revolving Loan Commitments. Upon execution and delivery hereof,
Administrative Agent will record the New Revolving Loan Commitments made by the Joinder
Lenders in the Register.
	 
	10.	 	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of
the parties hereto.
	 
	11.	 	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents
constitute the entire agreement among the parties with respect to the subject matter hereof
and thereof and supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject matter hereof.
	 
	12.	 	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
	 
	13.	 	Severability. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so
broad as would be enforceable.
	 
	14.	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement.




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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and
deliver this Joinder Agreement as of the first date written above.




	 	 	 	 	 
	 	Name of Joinder Lender:





BARCLAYS BANK PLC

 	 
	 	By: 	/s/
Diane Rolfe	 
	 	 	Name: Diane Rolfe	 
	 	 	Title:   Director	 
	 
	 	Notice Address:

BARCLAYS BANK PLC

745 Seventh Avenue

New York, NY 10019

Attention: Diane Rolfe

Facsimile: 212-526-1109

Email: diane.rolfe@barclayscapital.com

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Joinder Lender:





MORGAN STANLEY SENIOR FUNDING, INC.

 	 
	 	By: 	/s/ Ryan Vetsch	 
	 	 	Name: Ryan Vetsch	 
	 	 	Title:   Vice President	 
	 
	 	Notice Address:

MORGAN STANLEY SENIOR FUNDING, INC.

One Utah Center

201 South Main Street, 5th Floor

Salt Lake City, UT 84111

Attention: Carrie D. Johnson

Facsimile: 718-233-0967

Email: docs4loans@ms.com

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Joinder Lender:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By: 	/s/ Rianka Mohan	 
	 	 	Name:  	Rianka Mohan	 
	 	 	Title: 	Vice President	 
	 
	 	 	 
	 	By: 	/s/
Mikhail Faybusovich	 
	 	 	Name: 	Mikhail Faybusovich	 
	 	 	Title: 	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Joinder Lender:

GOLDMAN SACHS LENDING PARTNERS LLC

 	 
	 	By: 	/s/
Alexis Maged	 
	 	 	Name:  	Alexis Maged 	 
	 	 	Title:  	Authorized Signatory  	 
	 
	 	 Notice Address:

GOLDMAN SACHS LENDING PARTNERS LLC

c/o Goldman, Sachs & Co.

30 Hudson Street, 36th Floor

Jersey City, NJ 07302

Attention: Andrew Caditz

Facsimile: 212-428-1243

Email: gsd.link@gs.com


 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Joinder Lender:

BANK OF AMERICA, N.A.

 	 
	 	By: 	/s/
John P. Wofford  	 
	 	 	Name:  	John P. Wofford 	 
	 	 	Title:  	Vice President	 
	 
	 	Name of Additional Issuing Bank:

BANK OF AMERICA, N.A.

 	 
	 	By: 	/s/ John P. Wofford	 
	 	 	Name: 	John P. Wofford 	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Joinder Lender:

JPMORGAN CHASE BANK, N.A.

 	 
	 	By: 	/s/
Matthew H. Massie	 
	 	 	Name:  	Matthew H. Massie 	 
	 	 	Title:  	Managing Director  	 
	 
	 	Notice Address:

JPMORGAN CHASE BANK, N.A.

270 Park Avenue

New York, New York 10017

Attention: [     

Facsimile:

Email:                          ]

 	 



	 	 	 	 	 
	 	Name of Additional Issuing Bank:

JPMORGAN CHASE BANK, N.A.

 	 
	 	By: 	/s/
Matthew H. Massie	 
	 	 	Name:  	Matthew H. Massie 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EDUCATION MANAGEMENT LLC

 	 
	 	By: 	/s/ Dorinda A. Pannozzo  	 
	 	 	Name:  	Dorinda A. Pannozzo 	 
	 	 	Title:  	Vice President Finance/Treasurer  	 
	 
	 	EDUCATION MANAGEMENT HOLDINGS LLC

 	 
	 	By:  	/s/ Dorinda A. Pannozzo 	 
	 	 	Name:  	Dorinda A. Pannozzo 	 
	 	 	Title:  	Vice President Finance/Treasurer  	 
	 
	 	EDUCATION MANAGEMENT FINANCE CORP.

 	 
	 	By: 	/s/ Dorinda A. Pannozzo 	 
	 	 	Name:  	Dorinda A. Pannozzo 	 
	 	 	Title:  	Vice President Finance/Treasurer   	 
	 
	 	ARGOSY UNIVERSITY FAMILY CENTER, INC.



BROWN MACKIE HOLDING COMPANY



THE CONNECTING LINK, INC.



EDMC MARKETING AND ADVERTISING, INC.



HIGHER EDUCATION SERVICES, INC.



MCM UNIVERSITY PLAZA, INC.

 	 
	 	By:  	/s/ Dorinda A. Pannozzo 	 
	 	 	Name:  	Dorinda
A. Pannozzo 	 
	 	 	Title:  	Vice President Finance/Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AID RESTAURANT, INC.

 	 
	 	By:  	/s/ Dorinda A. Pannozzo	 
	 	 	Name:  	Dorinda A. Pannozzo	 
	 	 	Title:  	Vice President Finance/Treasurer	 
	 
	 	AIH RESTAURANT, INC.

 	 
	 	By:  	/s/ Dorinda A. Pannozzo	 
	 	 	Name:  	Dorinda A. Pannozzo	 
	 	 	Title:  	Vice President Finance/Treasurer	 
	 
	 	AIIM RESTAURANT, INC.

 	 
	 	By:  	/s/ Dorinda A. Pannozzo	 
	 	 	Name:  	Dorinda A. Pannozzo	 
	 	 	Title:  	Vice President Finance/Treasurer	 
	 
	 	EDUCATION FINANCE I LLC

 	 
	 	By:  	/s/ Dorinda A. Pannozzo	 
	 	 	Name:  	Dorinda A. Pannozzo	 
	 	 	Title:  	Vice President Finance/Treasurer	 



 









 






	 	 	 	 	 



Consented to by:




	 	 	 	 	 
	 	BNP PARIBAS,

as Administrative Agent

 	 
	 	By:  	/s/ Elisabeth Seep	 
	 	 	Name: Elisabeth Seep	 	 
	 	 	Title:   Associate	 	 
	 
	 	 	 
	 	By:  	
/s/ PJ de Filippis	 
	 	 	Name: PJ de Filippis	 
	 	 	Title:   Managing Director	 	 



 









 








	 	 	 	 	 



SCHEDULE A




New Revolving Loan Commitments




Table I — Initial Commitments




	 	 	 	 	 
	 	 	New Revolving Loan
	Lender	 	Commitment
	 
	 	 	 	 
	Barclays Bank PLC

	 	$	30,000,000	 
	 
	 	 	 	 
	Morgan Stanley Senior Funding, Inc.

	 	$	15,000,000	 
	 
	 	 	 	 
	Credit Suisse, Cayman Islands Branch

	 	$	10,000,000	 
	 
	 	 	 	 
	Goldman Sachs Lending Partners LLC

	 	$	10,000,000	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.

	 	$	1,000,000	 






Table II — Subsequent Commitments




	 	 	 	 	 
	 	 	New Revolving Loan
	Lender	 	Commitment
	 
	 	 	 	 
	Morgan Stanley Senior Funding, Inc.

	 	$	15,000,000	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.

	 	$	29,000,000	 
	 
	 	 	 	 
	Bank of America, N.A.

	 	$	10,000,000	 







SCHEDULE A