Exhibit 10.1  




        SECOND
AMENDMENT dated as of June 3, 2007 (this "Amendment"), to the Five-Year Credit Agreement dated as of
August 16, 2006, as amended by the First Amendment dated as of October 24, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among LAUREATE EDUCATION, INC., a Maryland corporation (the "Company");
INICIATIVAS CULTURALES DE ESPAÑA, SL, a Spanish limited liability company ("ICE" and, together with the Company, the "Borrowers"); the
LENDERS from time to time party thereto; JPMORGAN CHASE BANK, N.A., as Facility Agent (in such capacity, the "Facility Agent") and Collateral Agent; and
J.P. MORGAN EUROPE LIMITED, as London Agent. 





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


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


        SECTION
1.    Defined Terms.    Capitalized terms used but not otherwise defined herein have the meanings assigned to
them in the Credit Agreement. 


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



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



        "Accession
Agreement" means an Accession Agreement substantially in a form approved by the Company and the Facility Agent, among an Increasing Lender, the Company and the Facility Agent. 



        "Acquisition Agreement" means the Amended and Restated Agreement and Plan of Merger to be executed by and among the Company, Parent and
Merger Sub, as may be further amended, supplemented, restated or otherwise modified from time to time pursuant to which, among other things, the Company would merge with Merger Sub, with the Company
as the surviving entity. 


        "Commitment Increase" has the meaning assigned to such term in Section 2.08(d). 



        "Holdings" means Merger Sub and any other wholly-owned subsidiary of Parent to which Merger Sub's rights and obligations are assigned in
whole or in part pursuant to Section 10.6 of the Acquisition Agreement. 


        "Increasing Lender" has the meaning assigned to such term in Section 2.08(d). 


        "Increase Effective Date" has the meaning assigned to such term in Section 2.08(d). 



        "Initial Loans" has the meaning assigned to such term in Section 2.08(d). 


        "Merger Sub" means L Curve Sub Inc., a Maryland corporation and a direct subsidiary of Parent. 


        "Parent" means Wengen Alberta, Limited Partnership, an Alberta limited partnership. 


        "Second Amendment" means the Second Amendment to this Agreement dated as of June 3, 2007. 



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









 





        "Subsequent Borrowings" has the meaning assigned to such term in Section 2.08(d). 



        "Tender Offer" means the cash tender offer for the outstanding Equity Interests in the Company by Holdings provided for in the Acquisition
Agreement. 




        (b)   Article I
of the Credit Agreement is hereby amended by deleting the definition of "US Tranche Commitment" and replacing it with the following: 



        "US Tranche Commitment" means, with respect to each US Tranche Lender, the commitment of such US Tranche Lender to make US Tranche
Revolving Loans pursuant to Section 2.01(a) and to acquire participations in Swingline Loans and US Tranche Letters of Credit hereunder, expressed as an amount representing the maximum
aggregate amount of such US Tranche Lender's US Tranche Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to Section 2.08 or assignments by
or to such US Tranche Lender pursuant to Section 11.04. The amount of each US Tranche Lender's US Tranche Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such US Tranche Lender shall have assumed its US Tranche Commitment, as the case may be. The aggregate amount of US Tranche Commitments on the Second Amendment Effective Date is
US$200,000,000. 




        (c)   Article I
of the Credit Agreement is hereby amended by inserting the following at the end of the definition of "Change of Control": "Notwithstanding the
foregoing, the acquisition by Holdings of a Controlling interest in the Company pursuant to the Tender Offer shall not constitute a "Change of Control". 


        (d)   Section 2.05
of the Credit Agreement is hereby amended by deleting each reference to "US$35,000,000" in clause 2.05(b) and inserting "US$110,000,000" in
place thereof. 


        (e)   Section 2.08
of the Credit Agreement is hereby amended by inserting the following new paragraph 2.08(d): 



        "(d)
The Company may on no more than two occasions, by written notice to the Facility Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Company and one
or more financial institutions (which may include any Lender) that are willing to extend a US Tranche Commitment or, in the case of any such financial institution that is already a US Tranche Lender,
to increase its US Tranche Commitment (any such financial institution referred to in this Section being called an "Increasing Lender"), cause the
aggregate US Tranche Commitments to be increased by such new or incremental US Tranche Commitments of the Increasing Lenders, in an amount for each Increasing Lender as set forth in such notice;  provided that (i) the aggregate principal amount of any increase in the aggregate US Tranche Commitments made pursuant to this Section shall not
be less than $25,000,000 and the aggregate principal amount of all such increases shall not exceed $175,000,000 and (ii) each Increasing Lender, if not already a Lender hereunder, shall be
subject to the prior written approval of the Facility Agent (which approval shall not be unreasonably withheld). New US Tranche Commitments and increases in US Tranche Commitments created pursuant to
this Section shall become effective on the date specified in the applicable notice delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender
is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to
all obligations of a Lender hereunder. Upon the effectiveness of any increase pursuant to this Section in the US Tranche Commitment of a Lender already a party hereto, Schedule 2.01 shall be
deemed to have been amended to reflect the increased US Tranche Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate US Tranche Commitments (or in the US Tranche 




2







 


Commitment
of any Lender) shall become effective under this Section unless (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of
Section 4.03 shall be satisfied and the Facility Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (ii) the
Facility Agent shall have received documents consistent with those delivered under clauses (c), (d) and (e) of Section 4.01 as to the corporate power and authority of the Company
to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase and (iii) the Facility Agent shall have received the documents referred to under clauses
(a) and (b) of Section 5 of the Second Amendment. On the effective date (the "Increase Effective Date") of any increase in the
aggregate US Tranche Commitments pursuant to this Section (the "Commitment Increase"), (i) the aggregate principal amount of the US Tranche
Revolving Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid,
(ii) after the effectiveness of the Commitment Increase, the Company shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in
an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Facility
Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Facility Agent in same day funds an amount equal to the difference, if positive, between (A) such
Lender's US Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (B) such Lender's US Tranche Percentage (calculated without giving
effect to the Commitment Increase) of the Initial Loans, (iv) after the Facility Agent receives the funds specified in clause (iii) above, the Facility Agent shall pay to each Lender the
portion of such funds that is equal to the difference, if positive, between (A) such Lender's US Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial
Loans and (B) such Lender's US Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) each Increasing Lender and
each other Lender shall be deemed to hold its US Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Company shall pay
each Increasing Lender and each other Lender any and all accrued but unpaid interest on the Initial Loans. Notwithstanding anything to the contrary, if the Increase Effective Date occurs other than on
the last day of the Interest
Period relating thereto, the deemed payments made to each Lender party to this Amendment pursuant to clause (i) above shall not be subject to compensation by the Company pursuant to the
provisions of Section 2.15 of the Credit Agreement (it being understood and agreed that such deemed payments made to Lenders not party to this Amendment shall be subject to compensation by the
Company pursuant to said Section of the Agreement). 





        (f)    Section 6.07
of the Credit Agreement is hereby amended by inserting the following in clause 6.07(a) after "(iii)" and before "the Company": "prior to the
purchase of Equity Interests in the Company pursuant to the Tender Offer". 


        (g)   Section 6.08
of the Credit Agreement is hereby amended by adding the following at the end of Section 6.08: "Notwithstanding the foregoing, the Company will
not, and will not permit any Subsidiary to, (i) make any Restricted Payment to, (ii) Guarantee, create Liens on its assets to secure or otherwise become liable for obligations of, or
(iii) transfer any assets (other than Equity Interests in the Company issued pursuant to Section 1A.4 of the Acquisition Agreement) to or purchase any assets from, Holdings or any of its
Affiliates (other than the Company or any Subsidiary) after or in contemplation of the purchase of Equity Interests in the Company pursuant to the Tender Offer." 



3







 





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



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


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


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




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



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


        (b)   The
representations and warranties set forth in Section 3 above shall be true and correct in all material respects. 



4









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


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



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


        The
Facility Agent shall notify the Company and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this
Amendment shall not become effective unless each of the foregoing conditions shall be satisfied (or waived pursuant to Section 11.02 of the Credit Agreement) at or prior to 5:00 p.m.,
New York City time, on June 4, 2007. 


        SECTION
5.    Other Covenants.    (a) As soon as reasonably practicable (but in any event prior to the date
that is 15 days after the Second Amendment Effective Date or such longer period as the Facility Agent may agree in its sole discretion), the Agents shall have received favorable written
opinions (addressed to the Agents and the Lenders) of (i) Robert W. Zentz, General Counsel of the Company, (ii) Gómez-Acebo & Pombo Abogados, S.L., Spanish counsel
for the Company and ICE and (iii) DLA Piper US LLP, US counsel for the Company and ICE, in each case in form and substance reasonably acceptable to the Facility Agent. 


        (b)   As
soon a reasonably practicable (but in any event prior to the date that is 15 days after the Second Amendment Effective Date or such longer period as the
Facility Agent may agree in its sole discretion), the Facility Agent shall have received such documents as the Facility Agent or its counsel may reasonably request relating to the organization,
existence and good standing of each Borrower, the authorization of this Amendment and any other legal matters relating to the Credit Parties, the Loan Documents or this Amendment, all in form and
substance satisfactory to the Facility Agent and its counsel. 


        (c)   Any
failure to observe or perform any agreement contained in this Section 5 will give rise to an Event of Default under clause (d) of Article VII of
the Credit Agreement. 


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


5







 



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



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


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



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


6







 

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



	LAUREATE EDUCATION, INC.,	 	 
	

by:	
 	

/s/ Robert W. Zentz
 Name: Robert W. Zentz

Title: Sr. V.P.	
 	

 
	

INICIATIVAS CULTURALES DE ESPAÑA, SL,	
 	

 
	

by:	
 	

/s/ Robert W. Zentz
 Name: Robert W. Zentz

Title: Director	
 	

 
	

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

 
	

by:	
 	

/s/Deborah Hinkler
 Name: Deborah Hinkler

Title: Vice President	
 	

 





7







 


	

 	
 	

 	
 	

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

AIB DEBT MANAGEMENT LIMITED,	
 	

 
	

by:	
 	

/s/ Gregory J. Wiske
 Name: Gregory J. Wiske

Title: Vice President	
 	

 
	 	 	 	 	 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

/s/ Margaret Brennan
 Name: Margaret Brennan

Title: Senior Vice President	
 	

 



8







 

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

BANK OF AMERICA, N.A.	
 	

 
	

by:	
 	

/s/ Mary K. Giermek
 Name: Mary K. Gierme

Title: Senior Vice President	
 	

 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

 Name:

Title:	
 	

 





9







 

	

 	
 	

 	
 	

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,	
 	

 
	

by:	
 	

/s/ Doreen Barr
 Name: Doreen Barr

Title: Vice President	
 	

 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

/s/ Nupur Kumar
 Name: Nupur Kumar

Title: Senior Associate	
 	

 



10







 

	

 	
 	

 	
 	

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

HSBC USA N.A.,	
 	

 
	

by:	
 	

/s/ Thomas W. Doe
 Name: Thomas W. Doe

Title: First V.P.	
 	

 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

 Name:

Title:	
 	

 





11







 

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

LASALLE BANK N.A.,	
 	

 
	

by:	
 	

/s/ Michael A. Berent
 Name: Michael A. Berent

Title: SVP	
 	

 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

 Name:

Title:	
 	

 



12







 

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

THE BANK OF NOVA SCOTIA	
 	

 
	

by:	
 	

/s/ Todd S. Meller
 Name: Todd S. Meller

Title: Managing Director	
 	

 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

 Name:

Title:	
 	

 





13







 

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

To approve the Second Amendment:	
 	

 
	

Name of Lender	
 	

 
	

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,	
 	

 
	

by:	
 	

/s/ Yvonne Guajardo
 Name: Yvonne Guajardo

Title: Vice President	
 	

 
	

For any Lender requiring a second signature line:	
 	

 
	

by:	
 	

 Name:

Title:	
 	

 




14