Glass, Jonathon From : Glass, Jonathon Sent: Monday, October 2, 2017 10:15 AM To: Mangold, Donna; Dennis M . Cariello Subject : RE: School of Visual Arts This is to confirm the 230 call . Donna -- How about Dennis and I connect, and then call you? Jonathon C. Glass Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 +1 202 776 2691 office +1 202 842 7899 fax +1 202 415 3302 mobile jglass@cooley.com www.cooley.com www.ed.cooley.com -----Origi na I Message----From: Mangold , Donna [mailto:Donna .Mangold@ed.gov] Sent: Thursday, September 28, 2017 8:52 AM To: Glass, Jonathon ; Dennis M . Cariello Subj ect: RE: School of Visual Arts 2:30 works -- is this a call? -----Origi na I Message----From: Glass, Jonathon [mailto: jglass@coole y.com] Sent: Thursday, September 28, 2017 5:48 AM To: Dennis M . Cariello Cc: Mangold, Donna Subj ect: Re: School of Visual Arts Thanks all. Can we plan for 230? Jonathon Glass. Sent from my mobile -- please forgive typos. > On Sep 27, 2017, at 9:46 PM, Dennis M. Cariello > wrote : EXT-19-1492-A-000001 Document ID: 0.7.483.6846 > Works for me. I'm free from 2-4 on October 2. > > Thanks, > > Dennis > > -----Original Message----> From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] > Sent: Wednesday, September 27, 2017 3:44 PM > To: Dennis M. Cariello; Glass, Jonathon > Subject: RE: School of Visual Arts > > It would have to be after 2 if that works. > > -----Original Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Wednesday, September 27, 2017 3:42 PM > To: Glass, Jonathon; Mangold, Donna > Subject: RE: School of Visual Arts > > Donna - I just wanted to follow up on this - does October 2 work (and apologies if I missed a confirmatory email)? > > Thanks, > > Dennis > > -----Original Message----> From: Glass, Jonathon [mailto:jglass@cooley.com] > Sent: Wednesday, September 20, 2017 3:53 AM > To: Mangold, Donna > Cc: Dennis M. Cariello > Subject: Re: School of Visual Arts > > Thanks for reaching out Donna. Also look forward to taking. How about October 2? > > Jonathon Glass. > Sent from my mobile -- please forgive typos. > > On Sep 19, 2017, at 4:58 PM, Mangold, Donna > wrote: > > We can catch up on schedules when Jonathon returns. > > Donna > > From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Tuesday, September 19, 2017 10:52 AM > To: Mangold, Donna > Cc: jglass@cooley.com; Dennis M. Cariello EXT-19-1492-A-000002 Document ID: 0.7.483.6846 > Subject : Re: School of Visual Arts > > Donna, > > Thanks so much for the email {and it's a pleasure to meet you - I've heard many good things about you) . > > I think Jonathan is out on a much deserved vacation until September 30, but I wanted to respond to your email. That said, I'm sure a meeting or call in early October will work . Let me see if I can get date in the next few days. > > Thanks again for the email. > > All the best, > > Dennis > Sent from my iPhone > > On Sep 19, 2017, at 10:10 AM, Mangold, Donna > wrote : > Jonathon & Dennis, > > The NY team forwarded your request for a meeting to me . I have been working on the nonprofit conversions, and am happy to meet/have a call with you. Early October works for me - j ust send me some available dates. > > Donna > > > Donna S. Mangold > Attorney > Office of General Counsel > Division of Postsecondary Education > U.S. Department of Education > 400 Maryland Avenue, S.W . > Room 6C146 > Washington, D.C. 20202-2110 > 202-453-6710 > > > _______________________________ > This email has been scanned by the Symantec Email Security.cloud service . > For more information please visit https://urldefense.proofpoint .com/v2/url?u=http-3A _ www .symantec cloud.com&d=Dw lFAg&c=SvOBDmAB7iEj DDOZLSiuMw&r=tgGUk EkBhL-C6HDjx87SFFP9Mo19yF1wP6c2bR0 Etl0&m =8M 2ASrl-N G_JWZJtXkf690LBdHzvJVrlj 13YyoVzXNc&s=0tSXgycveJOM 30zhfa 71dO h-1FZdpnLgg kqXb IW-wDE&e= _____________________________ _ > > ------------------------------> This email has been scanned by the Symantec Email Security .cloud service . > For more information please visit https://urldefense .proofpoint .com/v2/url?u =http-3A _ www.symantec cloud.com&d=DwlFAg&c=SvOBDmAB7iE jDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yF1wP6c2bR0 EXT-19-1492-A-000003 Document ID: 0.7.483.6846 Etl0&m=8M2ASrl-NG _JWZJtXkf690LBdHzvJVrlj13YyoVzXNc&s=0tSXgycveJOM30zhfa7 IdOh-lFZdpnlggkqXb IW-wDE&e= ____________________________ _ > > -------------> > This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information . Any unauthorized review, use, disclosure or distribution is prohibited . If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. If you are the intended recipient, please be advised that the content of this message is subject to access, review and disclosure by the sender's Email System Administrator. > > _______________________________ >This email has been scanned by the Symantec Email Security .cloud service. > For more information please visit https://urldefense.proofpoint.com/v2/url?u=http-3A_www .symantec cloud.com&d=Dw lFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6 HDjx87SFFP9Mo19yFlwP6c2bR0 EtlO&m=8M2ASrl-NG_JWZJtXkf690LBdHzvJVrlj13YyoVzXNc&s=0tSXgycveJOM30zhfa7IdOh-lFZdpn l ggkqXb IW-wDE&e= ------------------------------- > > _______________________________ >This email has been scanned by the Symantec Email Security.cloud service. > For more information please visit https://ur1defense.proofpoint.com/v2/url?u=http-3A_www .symantec cloud.com&d=DwlFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL -C6HDjx87SFFP9Mo19yFlwP6c2bR0 Etl0&m =8M 2ASrl- NG_JWZJtXkf690LBdH zvJVrlj 13YyoVzXNc&s=0tSXgycveJOM 30zhfa 71dO h-I FZdpnLggkqXb IW-wDE&e= _____________________________ _ > > ------------------------------> This email has been scanned by the Symantec Email Security .cloud service. > For more information please visit https://urldefense.proofpoint.com/v2/url?u=http-3A _ www.symantec cloud.com&d=DwlFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yFlwP6c2bR0 Etl0&m =8M 2ASrl- NG_JWZJtXkf690LBd HzvJVrlj 13YyoVzXNc&s=0tSXgycveJOM 30zhfa 71dO h-I FZdpnLggkqXb IW-wDE&e= > ------------------------------- > _______________________________ >This email has been scanned by the Symantec Email Security .cloud service. > For more information please visit https://urldefense.proofpoint.com/v2/url?u=http-3A_www.symantec cloud.com&d=DwlFAg&c=SvOBDmAB7iEjDDOZ LSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yFlwP6c2bR0 EtlO&m=8M2ASrl-NG_JWZJtXkf690LBd HzvJVrlj13YyoVzXNc&s=0tSXgycveJOM30zhfa7 1dOh-lFZdpnlggkqXb IW-wDE&e= > ------------------------------- This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited . If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. If you are the intended recipient, please be advised that the content of this message is subject to access, review and disclosure by the sender's Email System Administrator. EXT-19-1492-A-000004 Document ID: 0.7.483.6846 This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information . Any unauthorized review, use, disclosure or distribution is prohibited . If you are not the intended recipient, please contact the sender by reply ema il and destroy all copies of the original message. If you are the intended recipient, please be advised that the content of this message is subject to access, review and disclosure by the sender's Email System Administrator. EXT-19-1492-A-000005 Document ID: 0.7.483.6846 M angold, Donna From : Mangold, Donna Sent : Monday, October 2, 2017 10:59 AM To: Glass, Jonathon; Dennis M. Cariello Subject : RE: School of Visual Arts That works . 202-453-6710 -----Original Message----From: Glass, Jonathon [mailto :jglass@cooley .com] Sent: Monday, October 02, 2017 10:15 AM To: Mangold, Donna; Dennis M . Cariello Subject: RE: School of Visual Arts This is to confirm the 230 call. Donna -- How about Dennis and I connect, and then call you? Jonathon C. Glass Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 + 1 202 776 2691 office + 1 202 842 7899 fax +1 202 415 3302 mobile jglass@cooley.com www.cooley.com www .ed.cooley .com -----Original Message----From: Mangold, Donna [mailto:Donna.Mangold@ed .gov] Sent: Thursday, September 28, 2017 8:52 AM To: Glass, Jonathon ; Dennis M . Cariello Subject: RE: School of Visual Arts 2:30 works -- is this a call? -----Original Message----From: Glass, Jonathon [mailto:jglass@cooley .com] Sent: Thursday, September 28, 2017 5:48 AM To: Dennis M. Cariello Cc: Mangold, Donna Subject: Re: School of Visual Arts EXT-19-1492-A-000006 Document ID: 0.7.483.6849 Thanks all. Can we plan for 230? Jonathon Glass. Sent from my mobile -- please forgive typos. > On Sep 27, 2017, at 9 :46 PM, Dennis M . Cariello wrote: > > Works for me . I'm free from 2-4 on October 2. > > Thanks, > > Dennis > > -----Original Message----> From: Mangold, Donna [mailto:Donna.Mangold@ed .gov] > Sent: Wednesday, September 27, 2017 3:44 PM > To: Dennis M. Cariello; Glass, Jonathon > Subject: RE: School of Visual Arts > > It would have to be after 2 if that works. > > -----Original Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Wednesday, September 27, 2017 3:42 PM > To: Glass, Jonathon; Mangold, Donna > Subject: RE: School of Visual Arts > > Donna - I just wanted to follow up on this - does October 2 work {and apologies if I missed a confirmatory email)? > > Thanks, > > Dennis > > -----Original Message----> From: Glass, Jonathon [mailto:jglass@cooley.com] > Sent: Wednesday, September 20, 2017 3:53 AM > To: Mangold, Donna > Cc: Dennis M. Cariello > Subject: Re: School of Visual Arts > > Thanks for reaching out Donna. Also look forward to taking. How about October 2? > > Jonathon Glass. > Sent from my mobile -- please forgive typos. > > On Sep 19, 2017, at 4:58 PM, Mangold, Donna > wrote: > EXT-19-1492-A-000007 Document ID: 0.7.483.6849 > We can catch up on schedules when Jonathon returns . > > Donna > > From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Tuesday, September 19, 2017 10:52 AM > To: Mangold, Donna > Cc: jglass@cooley.com; Dennis M . Carie llo > Subject: Re: School of Visual Arts > > Donna, > > Thanks so much for the email {and it's a pleasure to meet you - I've heard many good things about you). > > I think Jonathan is out on a much deserved vacation until Septembe r 30, but I wanted to respond to your email. That said, I'm sure a meeting or call in early October will work. Let me see if I can get date in the next few days. > > Thanks again for the email. > > All the best, > > Dennis > Sent from my iPhone > > On Sep 19, 2017, at 10:10 AM, Mangold, Donna Jonathon & Dennis, > > The NY team forwarded your request for a meeting to me . I have been working on the nonprofit conversions, and am happy to meet/have a call with you . Early October works for me - j ust send me some available dates. > > Donna > > > Donna S. Mangold > Attorney > Office of General Counsel > Division of Postsecondary Education > U.S. Department of Education > 400 M aryland Avenue, S.W . > Room 6C146 > Washington, D.C. 20202-2110 > 202-453-6710 > > >---------------------------------> This email has been scanned by the Symantec Email Security .cloud service . > For more information please visit https://ur1defense.proofpoint.com/v2/url?u=http-3A_www.symantec EXT-19-1492-A-000008 Document ID: 0.7.483.6849 cloud.com&d=Dw lFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yFlwP6c2bR0 Etl0&m=8M2ASrl - NG_JWZJtXkf690LBdHzvJVrlj13YyoVzXNc&s=0tSXgycveJOM30zhfa7IdOh-lFZdpnlggkqXb IW-wDE&e= _____________________________ _ > > -----------------------------> This email has been scanned by the Symantec Email Security.cloud service. > For more information please visit https://urldefense.proofpoint.com/v2/url?u=http-3A_www .symantec cloud.com&d=Dw lFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yFlwP6c2bR0 Etl0&m=8M2ASrl-NG_JWZJtXkf690LBdHzvJVrlj13YyoVzXNc&s=0tSXgycveJOM30zhfa7IdOh-lFZdpnlggkqXb IW-wDE&e= ------------------------------ > > -------------> > This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. 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If you are the intended recipient, please be advised that the content of this message is subject to access, rev iew and disclosure by the sender's Email System Administrator . > > > This email has -----------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit https://ur1defense.proofpoint.com/v2/url?u=http-3A_www .symantec cloud .com&d=DwlFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yF1wP6c2bR0 Etl0&m =8M 2ASrl-N G_JWZJtXkf690LBdH zvJVrlj 13YyoVzXNc&s=0tSXgycveJOM 30zhfa 71dO h-I FZdpnLggkqXb IW-wDE&e= ------------------------------ > > ______________________________ >This email has been scanned by the Symantec Email Security.cloud service. > For more information please visit https://ur1defense.proofpoint.com/v2/url?u=http-3A_www.symantec cloud.com&d=DwlFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yF1wP6c2bR0 Et10&m=8M2ASrl-NG _JWZJtXkf690LBdHzvJVrlj13YyoVzXNc&s=OtSXgycveJOM30zhfa7 1dOh-lFZdpnlggkqXb IW-wDE&e= ------------------------------ > > ______________________________ been scanned by the Symantec Email Security.cloud service. > For more information please visit https://urldefense.proofpoint.com/v2/url?u=http >This email has -3A_www .symantec cloud.com&d=Dw lFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yF1wP6c2bR0 Et10&m=8M2ASrl-NG _JWZJtXkf690LBdHzvJVrlj13YyoVzXNc&s=0tSXgycveJOM30zhfa7 1dOh-lFZdpnlggkqXb IW-wDE&e= ____________________________ _ > > > This email has -----------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit https://ur1defense.proofpoint.com/v2/url?u=http-3A_www .symantec cloud.com&d=Dw lFAg&c=SvOBDmAB7iEjDDOZLSiuMw&r=tgGUkEkBhL-C6HDjx87SFFP9Mo19yF1wP6c2bR0 Etl0&m =8M 2ASrl-N G_JWZJtXkf690LBdH zvJVrlj 13YyoVzXNc&s=0tSXgycveJOM 30zhfa 71dO h-I FZdpnLggkqXb IW-wDE&e= > ------------------------------ This email message is for the sole use of the intended recipient(s) and may contain confidential and EXT-19-1492-A-000009 Document ID: 0.7.483.6849 privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. If you are the intended recipient, please be advised that the content of this message is subject to access, review and disclosure by the sender's Email System Administrator . This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distr ibution is prohibited . If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message. If you are the intended recipient, please be advised that the content of this message is subject to access, review and disclosure by the sender's Email System Administrator . EXT-19-1492-A-000010 Document ID: 0.7.483.6849 Arthur, Julie From : Arthur, Julie Sent: Monday, October 2, 2017 1:57 PM To: 'mbkait@msche.org' Cc: Frola, Michael; Coy le, Meghan; Sikora, Tara; Mangold, Donna Subject: RE: Change in Ownership of Art lnstitutes--Philadelphia and Pittsburg Ms. Kait, Would you like me to set up a conference call to discuss t his case? We have a number of questions about this transaction. Thank y ou, Julie Art hu r Julie Yeager Arthur Compliance Manager US Department of Education, Federal Student Aid Multi -Regional and Foreign Schools Participation Division 915 2nd Avenue, Suite 390, Seattle, WA 98174 (206) 615-2232 Fax: (206) 607-1664 iulie.a rthur@ed .gov StudentAid. gov FederalStudent A~ o,r CE., ro u I MPAU .. En ., EDUCATION PROUDSPONSORof rn,A M[Rlc;.ANMIND. From : Arthur, Julie Sent: Thursday, September 14, 2017 10:27 AM To : 'mbkait@msche.org' Cc: Frola, Michael; Coyle, Meghan; Sikora, Tara; Mangold, Donna Subject: Change in Ownership of Art Institutes--Phi ladelphia and Pittsburg To: Mary Beth Kait Senior Director for Accreditation Polic y Middle State s Commi ssion on Higher Education 3624 Market Street Philadelphia , PA 19104 Ms. Kait, Your question regarding The Dream Center purchase of institutions owned by EDMC was referred to me. The M ultiRegional and Foreign School Participation Division (MRFSPD) is reviewing the change in ownership application submitted by Education Management Corporation. That application includes both Art Institute of Philadelphia and Art Institute of Pittsburgh, as well as many other institutions. Would you like us to set up a conference call so that we can d iscuss the issue? Tomorrow is more likely to wor k for us EXT-19-1492-A-000011 Document ID: 0.7.483.5116 than today. Sincerely, Julie Arthur Julie Yeager Arthur Compliance Manager US Department of Education, Federal Student Aid Multi -Regional and Foreign Schools Participation Division 915 2nd Avenue, Suite 390, Seattle, WA 98174 Office: (206) 615-2232 juli e.a rthu r@ed .gov StudentAid. gov Federal Student o,r Alt C[ ,, rAt U.I DEf'AlltTa.tEtlT., EDUCATION PROUD SPOl,SOAof rn,AM(AICAN \!IND~ EXT-19-1492-A-000012 Document ID: 0.7.483.5116 W estlaw @westlaw .com From: Westlaw@westlaw.com Sent : Monday, October 9, 2017 2:04 AM To: Sheffield, Cathy ; Mula, Chuck; Mangold, Donna; Daggett, Elizabeth ; Diez, George (Contractor); Bounds, Herman; Harris , Nicole S.; Shultz, Rachael; Morgan, Sally; McKissic, Stephanie; Lefor, Valerie Subject: WestClip Alert for HLC; MSCHE; MSA-CESS;NEASC-CIHE; NWCCU; SACS;WASC; NYSBR (Cases Only) At tachm ents: Doe v Hagenbeck .doc George Diez sent you content from Westlaw . Please see the attached file. Alert name: WestClip Alert for HLC; MSCHE; MSA-CESS;NEASC-CIHE; NWCCU; SACS;WASC; NYSBR(Cases Only) Alert type: WestClip Description: Permanent alert . Cases Only . Goes to everyone . Item: WestClip WestClip Alert for HLC; MSC HE; MSA-CESS; NEASC-CIHE; NWCCU; SACS;WASC; NYSBR (Cases Only) Sent On: Monday, October 9, 2017 Sent By: George Diez Client ID: IES Note: Westlaw © 2017 Thomson Reuters . No claim to original U.S. Government Works . EXT-19-1492-A-000013 Document ID: 0.7 .483.687 1 W estlaw @westlaw .com From: Westlaw@westlaw.com Sent : Monday, October 9, 2017 2:04 AM To: Sheffield, Cathy; Mangold, Donna; Diez, George (Contractor); Bounds, Herman; Morgan, Sally; McKissic, Stephanie; Lefor, Vale r ie Subject: WestClip Alert: WestClip Alert for ACME, MSCHE, MACTE (Cases only) At tachments: Doe v Hagenbeck.doc George Diez sent you content from Westlaw . Please see the attached file. Alert name: WestClip Alert for ACME, MSCHE, MACTE (Cases only) Alert type: WestClip Description : Includes cases only. For Stephanie McKissic, Valerie Lefor, Herman Bounds, Sally Morgan, Donna Mangold. Item: WestC lip WestClip Alert for ACME, MSCHE, MACTE (Cases only) Sent On: Monday, October 9, 2017 Sent By: George Diez Client ID: IES Note: Westlaw © 2017 Thomson Reuters . No claim to original U.S. Government Works . EXT-19-1492-A-000014 Document ID: 0.7.483.6878 Frola, Michael From: Frola, Michael Sent: Thursday, October 12, 2017 5:46 PM To: Them, Richard Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Mangold, Donna Subject: Re: Confirmation John.Przypyszny@dbr.com; of our conversation I'll schedule a call for tomorrow morning because we need to discuss the settlement agreement we received today. I've copied in Donna Mangold from OGC on this email. Thanks, Mike Sent from my i Phone On Oct 12, 2017, at 5:06 PM, Them, Richard wrot e: Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicab le, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upo n closing consistent with the terms of your October 5, 2017 letter . At this time, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/ amended on or prior to May 31, 2018. DOE accepts this LOCas satisfying the $92,624,329 LC requi rement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addit ion, I have attached a form of the consent that the DOE has asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institut ions currently EXT-19-1492-A-000015 Document ID: 0.7.483.6879 covered under the letters or credit regardless of ownersh ip. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a final version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE'sacknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way . 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, EDwill promptly rerun updated LOCamounts for t he EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We wou ld appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Educat ion Management Corporation 210 Sixth Avenue, 33rd Floor Pitt sburgh, PA 15222 Direct Dial 412 -606-2442 (New Number) CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confident ial and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message . If you have received this email in error, please notify the sender immediately and delete the original message . Neither the sender nor the company for which he or she works accepts any liabil ity for any damage caused by any virus transmitted by this email. EXT-19-1492-A-000016 Document ID: 0.7.483.6879 Them, Richard From: Them, Richard Sent: Thursday, October 12, 2017 6:14 PM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Mangold, Donna Subject: RE: Confirmation John.Przypyszny@dbr.com; of our conversation Ok. From: Frola, Michael [mailto:Michael.Frola@ed.gov] Sent: Thursday, October 12, 2017 5:46 PM To: Them, Richard Cc:Dennis M. Cariello (dennis.cariello@hmbr.com) ; John.Przypyszny@ dbr.com ; Mangold, Donna Subject: Re: Confirmation of our conversation I' ll schedule a call for tomorrow morning because we need to discuss the settlement agreement we received today. I've copied in Donna Mangold from OGCon this email. Thanks, Mike Sent from my iPhone On Oct 12, 2017 , at 5:06 PM, Them, Richard wrote : Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding t he EDMC/DCEHtransaction. I am writing to confi rm the parties' understanding about the mechanics (and as applicab le, the release) of t he letter of credit exchange, and the allocation of t he letters or credit immediately upon closing consistent with the terms of your October 5, 20 17 letter . At this time, the transaction is currently scheduled as of Monday, October 16, 2017 . We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amende d on or prior to May 31, 2018. DOE accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the EXT-19-1492-A-000017 DocumentID: 0.7.483.6880 remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOE has asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and t hat the transaction closes on Monday, a lender representative will provide a final version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE'sacknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#0414 1402) . I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, EDwill promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the sender immediately and delete the original message . Ne ither the sender nor the company for wh ich he or she works accepts any liability for any damage caused by any virus transmitted by this email. CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the EXT-19-1492-A-000018 Document ID: 0.7.483.6880 sender immediately and delete the original message. Neither the sender nor the company for which he or she works accepts any liability for any damage caused by any virus transmitted by this email. EXT-19-1492-A-000019 Document ID: 0.7.483.6880 Them, Richard From : Them, Richard Sent: Friday, October 13, 2017 9:47 AM To : Frola , Michael ; Dennis M . Cariello (denn is.cariello@hmbr.com); John.Przypyszny@dbr.com; Mangold, Donna; Coyle, Meghan; Sikora, Tara; Arthur, Julie; Finley, Steve; Kramer, Devitt Subject: RE: Settlement agreement Discussion Attachments: Amendment No. 1 to AR APA {07.20.17) (002).pdf Here is the first amendment -----Origina l Appointment ----From: Frola, Michael [mailto:M ichael.Frola@ed.gov] Sent: Thursday, October 12, 2017 7:38 PM To: Frola, Michael; Dennis M. Cariello (dennis.cariello@hmbr.com); John.Przypyszny@dbr .com; Mangold, Donna; Coyle, Meghan; Sikora, Tara; Them, Richard; Arthur, Julie; Finley, Steve Subject : Settlement agreement Discussion When : Friday, October 13, 2017 10:00 AM-10:30 AM (UTC-05:00) EasternTime (US & Canada). Where: Conference Call: 1-877-953-3565 PassCode:1865520 CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed . If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the sender immediately and delete the original message. Neither the sender nor the company for which he or she work s accepts any liability for any damage caused by any virus transmitted by this email. EXT-19-1492-A-000020 Document ID: 0.7.483.6938 Mangold, Donna From : Mangold, Donna Sent: Friday, October 13, 2017 10:57 AM To: Col in.Calla ha n@usdoj.gov Cc: Subject: Majors, Jay (CIV) EDMC Settlement Colin and Jay, b)(5) Please call or e-mail if you want to discuss or have any questions - and let me know if I should direct this message to someo ne else. Thanks, Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecon dary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 EXT-19-1492-A-000021 Document ID: 0.7.483.6940 Mangold, Donna From : Mangold, Donna Sent: Friday, October 13, 2017 11:08 AM To: Dennis M. Cariello Subject : RE: Coffee? Hi Dennis, I can do Thursday morning. I take the subway from Bethesda and can meet you somewhere along the red line. As you know, coffee options in the LBJneighborhood are fairly limited . Unless you are already planning to be at LBJ. -----Original Message----From: Dennis M . Cariello [mailto:dennis .cariello@hmbr.com] Sent: Friday, October 13, 2017 8:47 AM To: Mangold, Donna Subject: Coffee? Donna, I was curious if you had some time on Wednesday afternoon or Thursday morning to get together. I wanted to meet you in person, as well as get your guidance on the nonprofit conversion transactions generally. I have a few more that may be coming down the pike (including one that resembles the recent Purdue deal) and figured it would be better if I internalized the department's concerns and requirements for these transactions. This way I could make it easier for the department and ensure clients avoid some basic mistakes . Thanks as always, Dennis 646-415-4471 Sent from my i Phone This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com _____________ _ EXT-19-1492-A-000022 Document ID: 0.7.483.6941 Majors, Jay (CIV) From : Majors, Jay (CIV) Sent : Friday , Octobe r 13, 2017 11:17 AM To : Mangold , Donna; Callahan, Colin (USAPAW) 1 Subject : RE: EDMC Settlement Thank you, Donna. We will discuss. -- Jay From: Mangold, Donna [mai lt o :Donna .Mangold@ed .gov ] Se nt: Friday, October 13, 2017 10:57 AM To: Callahan, Colin {USAPAW) 1 Cc: M ajors, Jay {CIV) Subje ct: EDMC Settlement Colin and Jay, (b)(5) Please call o r e-mail if you want to discuss or have any quest ions - and let me know if I should direct this message to someo ne else. Thanks, Don na Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Educatio n U.S. Department of Education 400 Mary land Avenue , S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 EXT-19-1492-A-000023 Document ID: 0.7.483.6944 Denni s M . cariello From: Dennis M. Cariello Sent: Friday, October 13, 2017 11:23 AM To: Mangold, Donna Subject : RE: Coffee? Starbucks is fine with me - but we can go anywhere. Is there a place you prefer? I can go anywhere in the district . Dennis -----Original Message----From: Mangold, Donna [mailto:Donna .Mangold@ed .gov] Sent: Friday, October 13, 2017 11:08 AM To: Dennis M. Cariello Subject: RE: Coffee? Hi Dennis, I can do Thursday morning . I take the subway from Bethesda and can meet you somewhere along the red line. As you know, coffee options in the LBJ neighborhood are fairly limited. Unless you are already planning to be at LBJ. -----Original Message----From: Dennis M . Cariello [mailto:dennis .cariello@hmbr.com] Sent: Friday, October 13, 2017 8:47 AM To: Mangold, Donna Subject: Coffee? Donna, I was curious if you had some time on Wednesday afternoon or Thursday morning to get together. I wanted to meet you in person, as well as get your guidance on the nonprofit conversion transactions genera lly. I have a few more that may be coming down the pike (including one that resembles the recent Purdue deal) and figured it would be better if I internalized the department's concerns and requirements for these transactions . This way I could make it easier for the department and ensure clients avoid some basic mistakes. Thanks as always, Dennis 646-415-4471 Sent from my iPhone EXT-19-1492-A-000024 Document ID: 0.7.483.6945 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com -------------- EXT-19-1492-A-000025 Document ID: 0.7.483.6945 Mangold, Donna From: Mangold, Donna Sent: Friday, October 13, 2017 11:29 AM To: Dennis M. Cariello Subject: RE:Coffee? I find it impossible to have a conversation at the Starbuck's in the Holiday Inn. How about the Aux Bon Pain that is in the Capital Gallery Building? (600 Maryland Avenue) -----Original Message----From: Dennis M . Cariello [mailto:dennis .cariello@hmbr .com] Sent: Friday, October 13, 2017 11:23 AM To: Mangold, Donna Subject: RE: Coffee? Starbucks is fine with me - but we can go anyw here. Is there a place you prefer? I can go anywhere in the district. Dennis -----Original Message----From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Friday, October 13, 2017 11:08 AM To: Dennis M. Cariello Subject: RE: Coffee? Hi Dennis, I can do Thursday morning. I take the subway from Bethesda and can meet you somewhere along the red line. As you know, coffee options in the LBJ neighborhood are fairly limited. Unless you are already planning to be at LBJ. -----Original Message----From: Dennis M . Cariello [mailto:dennis.cariello@hmbr.com] Sent: Friday, Octob er 13, 2017 8:47 AM To: Mangold, Donna Subject: Coffee? Donna, I was curious if you had some time on Wednesday afternoo n or Thursday morning to get together. I wanted to meet you in person, as well as get your guidance on the nonprofit conversion transactions generally. I have a few more that may be coming down the pike (including one that resembles the recent Purdue deal) and figured it would be better if I internalized the department 's concerns and requirements for these transactions. This way I could make it easier for the department and ensure clients avoid some basic mistakes. EXT-19-1492-A-000026 Document ID: 0.7.483.6947 Thanks as always, Dennis 646-415-4471 Sent from my i Phone This email has been scanned by the Symantec Email Security .cloud service . For more information please visit http://www.symanteccloud .com _____________ _ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com _____________ _ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com _____________ _ EXT-19-1492-A-000027 Document ID: 0.7.483.6947 Dennis M . cariello From: Dennis M. Cariello Sent: Friday, October 13, 2017 11:31 AM To: Mangold, Donna Cc: Dennis M. Cariello Subject: Re:Coffee? Works for me . What time is good for you? I'm totally open in the morning. Thanks Dennis Sent from my i Phone > On Oct 13, 2017, at 11:28 AM, Mangold, Donna wrote : > > I find it impossible to have a conversation at the Starbuck's in the Holiday Inn. How about the Aux Bon Pain that is in the Capital Gallery Building? (600 Maryland Avenue) > > ----- Original Message----> From: Dennis M. Cariello [mailto:dennis .cariello@hmbr .com] > Sent: Friday, October 13, 2017 11:23 AM > To: Mangold, Donna > Subject: RE: Coffee? > > Starbucks is fine with me - but we can go anywhere . Is there a place you prefer? I can go anywhere in the district. > > Dennis > > ----- Original Message----> From: Mangold , Donna [mailto:Donna.Mangold@ed.gov] > Sent: Friday, October 13, 2017 11:08 AM > To: Dennis M. Cariello > Subject: RE: Coffee? > > Hi Dennis, > > I can do Thursday morning . I take the subway from Bethesda and can meet you somewhere along the red line. As you know, coffee options in the LBJ neighborhood are fairly limited. Unless you are already planning to be at LBJ. > > -----Original Message----> From: Dennis M . Cariello [mailto:dennis .cariello@hmbr.com] > Sent: Friday, October 13, 2017 8:4 7 AM EXT-19-1492-A-000028 Document ID: 0.7.483.6946 > To: Mangold, Donna > Subject: Coffee? > > Donna, > > I was curious if you had some time on Wednesday afternoon or Thursday morning to get together. I wanted to meet you in person, as well as get your guidance on the nonprofit conversion transactions generally . I have a few more that may be coming down the pike (including one that resembles the recent Purdue deal) and figured it would be better if I internalized the department's concerns and requirements for these transactions. This way I could make it easier for the department and ensure clients avoid some basic mistakes. > > Thanks as always, > > Dennis > 646-415-4471 > > Sent from my iPhone > > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud.com > > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com > > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com > This email has _____________ _ > This email has _____________ _ > This email has _____________ _ > > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com > _____________ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com _____________ >This email has _ _ EXT-19-1492-A-000029 Document ID: 0.7.483.6946 Mangold, Donna From: Mangold, Donna Sent: Friday, October 13, 2017 12:06 PM To: Dennis M. Cariello Subject: RE:Coffee? 8:45? -----Origin al Message----From: Dennis M . Cariello [mailto:dennis .cariello@hmbr.com] Sent: Friday, October 13, 2017 11:31 AM To: Mangold, Donna Cc: Dennis M . Cariello Subject: Re: Coffee? Works for me. What time is good for you? I'm totally open in the morning. Thanks Dennis Sent from my i Phone > On Oct 13, 2017, at 11:28 AM, Mango ld, Donna wrote: > > I find it impossible to have a conversation at the Starbuck's in the > Holiday Inn. How about the Aux Bon Pain that is in the Capital > Gallery Building? (600 Maryland Avenue) > > -----Original Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Friday, October 13, 2017 11:23 AM > To: Mangold , Donna > Subject: RE: Coffee? > > Starbucks is fine with me - but we can go anywhere. Is there a place you prefer? I can go anywhere in the district. > > Dennis > > -----Origin al Message----> From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] > Sent: Friday, October 13, 2017 11:08 AM > To: Dennis M . Cariello > Subject: RE: Coffee? > EXT-19-1492-A-000030 Document ID: 0.7.483.6948 > Hi Dennis, > > I can do Thursday morning. I take the subway from Bethesda and can meet you somewhere along the red line. As you know, coffee options in the LBJ neighborhood are fairly limited . Unless you are already planning to be at LBJ. > > -----Original Message----> From: Dennis M . Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Friday, October 13, 2017 8:4 7 AM > To: Mangold, Donna > Subject: Coffee? > > Donna, > > I was curious if you had some time on Wednesday afternoon or Thursday morning to get together. I wanted to meet you in person, as well as get your guidance on the nonprofit conversion transactions generally. I have a few more that may be coming down the pike (including one that resembles the recent Purdue deal) and figured it would be better if I internalized the department's concerns and requirements for these transactions. This way I could make it easier for the department and ensure clients avoid some basic mistakes. > > Thanks as always, > > Dennis > 646-415-4471 > > Sent from my iPhone > > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud .com > --------------------------------> > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com > --------------------------------- > This email has >--------------------------------->This been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud .com > --------------------------------> email has > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com > --------------------------------- >This email has > This email has > This email has been scanned by the Symantec Email Security.cloud service. EXT-19-1492-A-000031 Document ID: 0.7.483.6948 For more information please visit http://www.symanteccloud.com _____________ _ EXT-19-1492-A-000032 Document ID: 0.7.483.6948 Dennis M . cariello From: Dennis M. Cariello Sent: Friday, October 13, 2017 12:12 PM To : Mangold, Donna Cc: Dennis M. Cariello Subject: Re:Coffee? Sounds good. See you then and there Dennis Sent from my iPhone > On Oct 13, 2017, at 12:05 PM, Mangold, Donna wrote: > > 8:45? > > -----O riginal Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Friday, October 13, 2017 11:31 AM > To: Mangold, Donna > Cc: Dennis M. Carie llo > Subject: Re: Coffee? > > Works for me. What time is good for you? I'm totally open in the morning. > > Thanks > > Dennis > > Sent from my iPhone > » On Oct 13, 2017, at 11:28 AM, Mangold, Donna wrote: >> » I find it impossible to have a conversation at the Starbuck's in the » Holiday Inn. How about the Aux Bon Pain that is in the Capital » Gallery Building? (600 Maryland Avenue) >> » ----- Origina I Message----» From: Dennis M. Cariello [mailto:dennis.cariello@hmb r.com] » Sent: Friday, October 13, 2017 11:23 AM » To: Mangold, Donna » Subject: RE: Coffee? >> » Starbucks is fine with me - but we can go anywhere. Is there a place you prefer? I can go anywhere in the district. EXT-19-1492-A-000033 Document ID: 0.7.483.6949 >> » Dennis >> » -----Origina I Message----» From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] » Sent: Friday, October 13, 2017 11:08 AM » To: Dennis M. Cariello » Subject: RE: Coffee? >> >> Hi Dennis, >> >> I can do Thursday morning. I take the subway from Bethesda and can meet you somewhere along the red line. As you know, coffee options in the LBJ neighborhood are fairly limited. Unless you are already planning to be at LBJ. >> » -----Origina I Message----» From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.co m] » Sent: Friday, October 13, 2017 8:47 AM » To: Mangold, Donna » Subject: Coffee? >> >> Donna, >> » I was curious if you had some time on Wednesday afternoon or Thursday morning to get together. I wanted to meet you in person, as we ll as get your guidance on the nonprofit conversion transactions generally . I have a few more that may be coming down the pike (including one that resembles the recent Purdue deal) and figured it would be better if I internalized the department's concerns and requirements for these transactions. This way I could make it easier for the department and ensure clients avoid some basic mistakes. >> >> Thanks as always, >> >> Dennis » 646-415-4471 >> » Sent from my i Phone >> » --------------------------------» This email has been scanned by the Symantec Email Security.cloud service. » For more information please visit htt p://www.symanteccloud .com >> >> --------------------------------- >>---------------------------------»This been scanned by the Symantec Email Security .cloud service. » For more information please visit http://www.symanteccloud .com >> -------------------------------->> email has >>---------------------------------»This been scanned by the Symantec Email Security .cloud service. » For more information please visit http://www.symanteccloud.com email has EXT-19-1492-A-000034 Document ID: 0.7.483.6949 >> ------------------------------->> - >>- -------------- ------- -------been scanned by the Symantec Email Security.cloud service. » For more information please visit http://www.symanteccloud .com >> --------------------------------> -»This > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com _____________ > > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com > -------------- email has >This email has _ > This email has This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ EXT-19-1492-A-000035 Document ID: 0.7.483.6949 Mangold, Donna From : Mangold, Donna Sent: Friday, October 13, 2017 4:29 PM To: Majors, Jay (CIV); Callahan, Colin (USAPAW) 1 Subject : RE: EDMC Settlement Any update on this? Have you had any contact from EDMC? From: Majors, Jay (CIV) [mailto:Jay.Majors@usdoj.gov] Sent: Friday, October 13, 2017 11: 17 AM To: Mangold, Donna; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Thank you, Donna . We will discuss. -- Jay From: Mangold, Donna [ mailto:Donn a.Mangold@ed .gov] Sent : Friday, October 13, 2017 10:57 AM To: Callahan, Colin (USAPAW) 1 Cc: Majors, Jay (CIV) Subject: EDMC Settlement Colin and Jay, (b)(5) Please call or e-mail if you want to discuss or have any quest ions -an d let me know if I shoul d direct this message to someone else. Thanks , Don na Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education EXT-19-1492-A-000036 Document ID: 0.7.483.695 1 U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, 0.C. 20202-2110 202-453-6710 EXT-19-1492-A-000037 Document ID: 0.7.483.695 1 Dennis M . Cariello From : Dennis M. Cariello Sent : Friday , October 13, 2017 5:17 PM To : Frola, Michae l Cc: Mangold, Donna; Finley, Steve; John R. Przypyszny (John.Przypyszny@dbr.com); Them, Richard; Kramer, Devitt Subject: Follow up from our call this morning Atta chm ent s: DCEH Lenders.docx; Letter to DOE re payment of DOJ sett lement.pdf; Confirmation Dr aft Consent and Acknow ledgement.msg of ou r conversation .msg; M ike, Attached please find a few documen t s as we prepare fo r closing on Monday . First, is a letter to the Department regarding the use of the cash collateral to pay the DOJsett lement in f ull. Pleaselet me know if you need anything further on this. Also, attached is a word documen t ("DCEHLenders") that list s the lenders in the DCEHfacility. As you see, the lenders maintain the same (o r greater) level of separateness as was or iginally contemplated by the Department in review ing this transaction. Lastly, yesterday RichardThem sent you and email (attached) I drafted confirming certain points from o ur call on Wednesday, and sending you a draft consent/acknowledgment and draft amendment to the BofA Let te r of Credit. It is a condition to closing th is transaction that the Department acknowledge that email and confirm t hat is prope rly lays out t he process for the ret urn of, and amendme nt t o, the let ters of credit discussed. Assuming I've stated everyth ing correctly, please provide that confirmation. Also, please confirm if the draft consent and LCare acceptable. Thank you for your (and everyone's) assist ance with th is today and throughout the t ransaction. If yo u have any questions, John and I wou ld be happy to discuss this with you. Thanks, Dennis Den nis M . Car iell o Share h o lder II E-MA IL MAIN DIR ECT MOBILE FAX HO G AN BABB □ MARR & ROSE E N , LTD DENNIS.CARIELLO@HMBR.COM 212.422.4900 212.422.4909 646.415.447 1 312 .946.98 I 8 40 BROAD STREET• 7TH FLOOR • NEW YORK, NY 10004 WWW.HMBR.COM Visit our Higher Education Blog : www hi gheredjawbjog com NOTICE OF CONFIDENTIALITY: This e-mail message is for die sole use of the intended recipient(s) and may contain confidential and privi leged information. Any unauthorized disclosure or distribu tion of any kind is strict ly prohibited . If you arc not 1hc intended rccipicnl, contac t the sender via reply e-mail and destroy all copies of the original message. review, LL~C. This email has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000038 Document ID: 0.7.483 .6954 Mangold, Donna From : Mangold, Donna Sent: Friday, October 13, 2017 5:31 PM To: Majors, Jay (CIV); Callahan, Colin (USAPAW) 1 Subject : RE: EDMC Settlement Attachments: Letter to DOE re payment of DOJ settlement .pdf This is the letter of direction that EDMC intends to send to effectuate payment of the Settlement Accelerated Percentage via release of the LOCcollateral. Pleaseconfirm that the amount is correct, and provide wiring instructions, unless whatever instructions EDMC may have already will be adequate. As I indicated in my earlier e-mail, this situation just occurred yesterday (no funds at closing to pay accelerated liability), and we didn't talk to t hem until this morning to figure out the way to deal with it. The planned closing is Monday . So they want us to approve everything over the weekend . I just got this document about 5 minutes ago. From: Mangold, Donna Sent: Friday, October 13, 2017 4:29 PM To: 'Majors, Jay (CIV)'; Callahan, Colin (USAPAW)1 Subject: RE: EDMCSettlement Any update on this? Have you had any contact from EDMC? From: Majors, Jay (CIV) [mailto:Jay.Majors@usdoj.gov] Sent : Friday, October 13, 2017 11: 17 AM To: Mangold, Donna; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Thank you, Donna . We will discuss. -- Jay From : Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Friday, October 13, 2017 10:57 AM To: Callahan, Colin (USAPAW) 1 Cc: M ajors, Jay (CIV) Subject: EDMC Settlement Colin and Jay, (b)(5) EXT-19-1492-A-000039 Document ID: 0.7.483.6965 Please call or e-mail if you want to discuss or have any quest ions - and let me know if I should direct this message to someone else. Thanks, Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 EXT-19-1492-A-000040 Document ID: 0.7.483.6965 Majors, Jay (CIV) From : Majors, Jay (CIV) Sent : Friday , Octobe r 13, 2017 6:04 PM To : Mangold , Donna; Callahan, Colin (USAPAW) 1; Wiegand, Christ y (USAPAW) Subject : RE: EDMC Settlement I'm sorry; I've been away from my office. I am adding AUSA Chr isty Wiegand to this message , as she has communicated with EDMC counsel. She may have even discussed the details of payment with them. The amount sounds roughly correct, and my guess would be that the wiring instructions that EDMC has used in the past wou ld work again, but I expect that the US Attorney's Office will have to confirm both details on Monday morning. Jay D . Majors U.S . Department ofJustice Civil Division 601 D Street, NW Washington, DC 20004 202-307-0264 Jay.Majors@usdoj.gov From: Mangold, Donna [mailto:Donna.Mangold@ed.gov ] Sent : Friday, October 13, 201 7 5:31 PM To : Majors , Jay (CIV) ; Callahan, Colin (USAPAW) 1 Subject: RE: EDMC Settlement This is the letter of direction that EDMC intends to send to effectuate payment of the Settlement Accelerated Percentage via release of the LOCcollateral. Pleaseconfirm that the amount is correct, and provide wiring instructions, unless whatever instructions EDMC may have already will be adequate. As I indicated in my earlier e-mail, this situation just occurred yesterday (no funds at closing to pay accelerated liability), and we didn't talk to them until this morning to figure out the way to deal with it . The planned closing is Monday. So they want us to approve everything over the weekend. I just got this document about 5 minutes ago. From: Mangold, Donna Sent: Friday, October 13, 2017 4:29 PM To: 'Majors, Jay (CIV)'; Callahan, Colin (USAPAW)1 Subject: RE: EDMCSettlement Any update on this? Have you had any contact from EDMC? From: Majors, Jay (CIV) [mailto :Jay.Majors@usdoj. gov] Sent: Friday, October 13, 2017 11:17 AM To: Mangold, Donna; Callahan, Colin (USAPAW) 1 EXT-19-1492-A-000041 Document ID: 0.7.483.6967 Subject: RE: EDMCSettlement Thank you, Donna . We will discuss. -- Jay From: Mangold, Donna [ mailto:Donna.Mango ld@ed .gov] Sent: Friday, October 13, 2017 10:57 AM To: Callahan, Colin (USAPAW) 1 Cc: Majors, Jay (CIV) Subject: EDMC Settlement Colin and Jay, (b)(5) Please call or e- mail if you want to discuss or have any questions - and let me know if I should direct this message to someone else. Thanks, Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453-6710 EXT-19-1492-A-000042 Document ID: 0.7.483.6967 Mangold, Donna From : Mangold, Donna Sent: Friday, October 13, 2017 6:04 PM To: Majors, Jay (CIV); Callahan, Colin (USAPAW) 1; Wiegand, Christy (USAPAW) Subject : RE: EDMC Settlement Thank you for coordinating . Sorry for the late notice to everyone . From: Majors, Jay (CIV) [mailto:Jay.Majors@usdoj.gov] Sent: Friday, October 13, 2017 6:04 PM To: Mangold, Donna; Callahan, Colin (USAPAW) 1; Wiegand, Christy (USAPAW) Subject: RE: EDMCSettlement I'm sorry; I've been away from my office. I am adding AU SA Christy Wiegand to this message , as she has communicated with EDMC counsel. She may have even discussed the details of payment with them. The amount sounds rough ly correct, and my guess would be that the wiring instructions that EDMC has used in the past wou ld work again, but I expect that the US Attorney's Office w ill have to confirm both details on Monday morning. Jay D . Majors U.S . Department ofJustice Civil Division 601 D Street, NW Washington, D C 20004 202-307 -0264 Jay.Majors@usdoj.gov From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov] Sent : Friday, October 13, 2017 5:31 PM To: Majors, Jay (CIV) ; Callahan, Colin (USAPAW) 1 Subject: RE: EDMC Settlement This is the letter of direction that EDMC intends to send to effectuate payment of the Settlement Accelerated Percentage via release of the LOCcollateral. Please confirm that the amount is correct, and provide wiring instructions, unless whatever instructions EDMC may have already will be adequate . As I indicated in my earlier e-ma il, this situation just occurred yesterday (no funds at closing to pay accelerated liability), and we didn't talk to them unti l th is morning to figure out the way to deal with it. The planned closing is Monday . So they want us to approve everything over the weekend. I just got this document about 5 minutes ago. From: Mangold, Donna Sent: Friday, October 13, 2017 4:29 PM To: 'Majors, Jay (CIV)'; Callahan, Colin (USAPAW) 1 EXT-19-1492-A-000043 Document ID: 0.7.483.6966 Subj ect: RE: EDMCSettlement Any update on this? Have you had any contact from EDMC? From: Majors, Jay (CIV) [mailto:Jay.Majors@usdoj.gov] Sent: Friday, October 13, 2017 11: 17 AM To: Mangold, Donna; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Thank you , Donna. We will discuss. -- Jay From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov ] Sent : Friday, October 13, 201710:57 AM To : Callahan, Colin (USAPAW) 1 Cc: Majors, Jay (CIV) Subject: EDMC Settlement Colin and Jay, b)(5) Please call or e-mail if you want to discuss or have any questionssomeone else. and let me know if I should direct this message to Thanks, Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 EXT-19-1492-A-000044 Document ID: 0.7.483.6966 Mangold, Donn a From : Mangold, Donna Sent: Friday , October 13, 2017 7:50 PM To : Dennis M. Cariello; Fro la, Michae l Cc: Finley, Steve; John R. Przypyszny (John .Przypyszny@dbr.com); Subject: RE: Follow up from our call th is morning Atta chm ents: Draft consent and acknowledgement T hem, Richard; Kramer, Dev itt of EDMC DCEH to DOE (ED edits).docx Dennis - see the highlights below for explanation of status. 1. Turquoi se - I have attached rev isions to the Draft Consent and Acknowledgement letter. Yellow - refers to the attachment "Letter to DOJ re payme nt of DOJsettlement.pdf" - this is the EDMC letter to BofA re: the wir ing of the funds - the letter looks ok, but we won't get confirmation from DOJ until Monday. Have you spoken with AUSA Christy Wiegand? 3. Pink highlight - Re: e-ma il and amendment to the LOC-- these are under review & Mike will get back to you on these . However, please note that as to confirming the contents of the e- mail, it is now expressly subject to the direct release of funds to satisfy the amount outstandi ng on the Settlement, as noted in the cash collateral letter and the revised Draft Consent and Acknowledgement. 2. From : Dennis M. Cariello [ mailto:dennis.cariello@hmbr.com] Sent: Friday, October 13, 2017 5: 17 PM To: Frola, Michael Cc: Mangold, Donna; Finley, Steve; John R. Przypyszny (John.Przypyszny@dbr.com);Them, Richard; Kramer, Devitt Subject: Follow up from our call this morning Mike, Attached please f ind a few documents as we prepare for closing on Monday. First, is a letter to the Department regarding the use of the cash collateral to pay the DOJ sett lement in ful l. Please let me know if you need anythi ng further on thi . Also, attached is a word document ("DCEH Lenders") that lists the lenders in the DCEHfacility. As you see, the lenders maintain the same (or greater) leve l of separateness as was or iginally contemp lated by the Department in review ing this t ransaction. Lastly, yesterday Richard Them sent you and and consent/acknowledgmen , and sending you a draft saction that the Department Assuming I've stated everyth ing correctly, please prov ide that confirmation. A lso, please confirm if the draft consent and Thank you for your (and everyone's) assistance with th is today and throughout the transaction . If you have any quest ions, John and I wou ld be happy to discuss this wit h you. Thanks, Dennis Dennis M. Cariello Shareho lder II HO G AN BABB □ MARR & ROSE E N , LTD E-MA I L DENNIS CARIELIO@)HMBR COM MA IN 212.422.4900 212 .422.4909 646.415.447 1 312.946.9818 DIR EC T MOBIL E FAX 40 BROAD STREET • 7TII FLOOR • NEW YORK , NY 10004 WWW.HM BR.COM Visit our High er Education Blog : www. hi gheredlawblog .com NOTICE OF CONFIDENTIALITY: This e-mail message is for tl,esole use of the intended recipient(s) and may contain confidential and privi leged information. Any unauthori.ced r{.-vicw,use, disclosure or distribution of any kind is strict ly prohibited . If you arc not the intended recipient, contact the sender via reply e•mail and destroy all copies of the oiiginal message. EXT-19-1492-A-000045 Document ID: 0.7.483.6973 This email has been scanned by the Symantec Emai l Security.cloud service. For more information please visit http://www .symantcccloud .com EXT-19-1492-A-000046 Document ID: 0.7.483.6973 Dennis M . Cariello From : Dennis M. Cariello Sent : Friday, October 13, 2017 10:12 PM To : Mangold, Donna; Frola, M ichael Cc: Finley, Steve; John R. Przypyszny (John .Przypyszny@dbr.com); (rho lt@rousefrets.com) Subj ect : RE: Follow up from our cal l th is morning Atta chm ent s: Notice to DOJ re. DCF (01.25.17).pdf; T hem, Richard; Kramer, Dev itt; Ronald L. Holt Notice to DOJ re. DCF (02.27.17) .pdf; Draft BofA LC Amendment.pdf Donna, Thanks so much for getting back to us so soo n. Given our Monday closing, we very much app reciate t he Depart ment's qu ick review of all of t his. As for the Draft Consent & Acknow ledgement, I t hink you r language is fi ne and consisten t w it h everyt hing we said today. I have asked counse l to DCEH (cc'd on t his emai l now) t o rev iew and once that is do ne we shou ld be good to go. Wit h regard t o t he DOJ, t hey have been not ified of t he t ransaction (see at tac hed), and the company spoke with AUSA Christ y Weigand today to obta in the payoff amount of the sett lement given the status of the transact ion. I don't think DOJ needs to consent to the proposa l to have Bank of America and US Bank, as collatera l agent, pay off the settleme nt w hen t he lett ers of credit are released/ame nded. The DOJ requ ireme nt is t o make that paymen t w it hin 10 busine ss days of receipt of t he proceeds. It is the Department t hat is requir ing, as a cond ition t o t he release of, and acceptance of amendments to, certain letters of credit that the collateral be w ired to the DOJ account directly from the bank. Whi le we are fully accepting of that requiremen t , given it is being imposed by the Department , it shou ldn't require consent or confirmatio n from t he DOJ. As for the acknow ledgement of the emai l related to the process for releasing/amending the letters of credit, we appreciate the Department's prompt review and confirmation of t he accuracy of t he email. We understand it is subject to the addit iona l conditi on that t he DOJ settlement funds be set t o t he DOJ account fr om US Bank. Lastly, please conf irm that the amendment to the Bank of America letter of credit is acceptab le. The proposed amendme nt (re-attached here) is in the same form as previous amendments, so we are hopef ul this wil l be acceptable. Again, I cannot express enough how much we all appreciat e t he Depart ment ' s effo rt s. It has taken a t remendou s amount of effort fr om all sides to get to t he closing this Mo nday. If you or anyo ne else needs to address any issues over the wee kend, I know all of us are at the Department's disposa l to answe r questio ns or othe rwise help to resolve outs t anding items. Than ks, Dennis 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Friday, October 13, 2017 7:50 PM To : Dennis M. Cariello; Frola, Michael Cc: Finley, Steve; John R. Przypyszny (John.Przypyszny@dbr.com); Them, Richard; Kramer, Devitt Subje ct: RE: Follow up from our call this morning Dennis - see the highlights below for explanat ion of st atus. 1. 2. Turqu oise-I have att ached revisions to t he Draft Con sent and A cknowle dgemen t lette r. Yellow - refers to the attachment " Letter to DOJ re payment of DOJ sett lement .pdf" - th is is the EDMC letter t o BofA re: the wi ring of the funds -the letter looks ok, but we won't get confi rmat ion from DOJ unt il Monday. Have yo u spoken with A USA Christy Wiegand? 3. Pink highlight - Re: e-m ail and ame ndment to the LOC -- these are under review & Mike will get back t o you on t hese. However, please note that as to confirming the contents of the e-mai l, it is now expressly subject to the direct release of funds to satisfy the amount outstanding on the Settlement, as noted in the cash collateral letter and the revised Draft Consent and Acknowledgement. From : Dennis M. Cariello [ mailto:dennis.cariello@hmbr.com] Sent: Friday, October 13, 2017 5: 17 PM To: Frola, Michael Cc: Mangold, Donna; Finley, Steve; John R. Przypyszny(John.Przypyszny@dbr .com); Them, Richard; Kramer, Devitt Subje ct : Follow up from our call this morning Mike, Attached please find a few documen t s as we prepare for closing on M onday. First, is a letter to the Department regarding the use of the cash collatera l EXT-19-1492-A-000047 Document ID: 0.7.483.6979 to pay the DOJsett lement in f ull. Pleaselet me know if you need anythi ng further on thlsl . Also, attached is a word document ("DCEH Lenders") that lists the lenders in the DCEHfacilit y. As you see, the lenders maintain the same (o r greater) level of separateness as was originally contemplated by t he Departmen t in review ing this t ransactio n. Lastly, yesterday Richard Them sent you and consent/acknowledgmen t and . It is a con it ion t o closing , and sending you a draft is tra saction t at the Department Assuming I've stated everyth ing correctly , please provide that confirmation. A lso, please confirm if the draft consent' and Thank you for your (and everyone's) assistance with th is today and throughout the transaction. If you have any questions, John and I wou ld be happy t o discuss this with you . Thanks, Dennis Dennis M. Cariello Share h o lde r II E-MAIL MAIN DIRE CT MOBILE FAX HO G AN BABB □ MARREN & ROSE DENNTS.CARIELLO@HMBR 212.422.4900 212.422.4909 646 .415.447 1 312 .946.9818 , LTD COM 40 BROAD STREET • 7TH FLOOR • NEW YORK, NY 10004 WWW.HM BR.COM Visit our High er Educat ion Blog : www.highered lawblog .com NOTICE OF CONFIDENTIALITY: This e-mail message is f'or the sole use of the intended recipient(s) and may contain confidential and privi leged inf'om,ation . Any unau thorized review. use, disclosure or distribution of any kind is strictly prohibited . If you arc not the intended recipient, contact the sender via reply e-mail and destroy all copies of the 01iginal message. This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symantecc lo ud.com This email has been scanned by the Symantec Emai l Security.c loud service. For more information please visit http://www.syman teccloud.com This email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www .symanteccloud.com EXT-19-1492-A-000048 Document ID: 0.7.483 .6979 Mangold, Donna From : Mangold, Donna Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Subject: EDMC - DCF LOC confirmation Them, Richard; Frola, Michael; Finley, Steve Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the outli ne of the plan set forth in the e-m ail below for the release and amendment of LOCson file for the EDMC schools. However, our confirmation is based on a modification of the language of the October 12th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 th ) : 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-this LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No . 4 below . The Department accepts this LOCas satisfying the $92,624,329 LC requ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Unt il it is replaced in accordance w ith No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknowledgement (sent to you at 7:50 p.m. on Friday). This is f urther subject to confirmation from DOJ as to the outstanding amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LDC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 thereto) -this LOCwil l be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no addit ional language, to include any reference to state law or carrier delivery. (and any amendments This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education EXT-19-1492-A-000049 Document ID: 0.7.483.8865 U.S. Department of Education 400 Maryland Avenue , S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453-6710 From: Them, Richard [mailto :rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable . Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtrans action. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he lette rs or credit immediately upon closing consistent with t he terms of your October 5, 2017 letter. At this t ime, the transaction is cu rrent ly scheduled as of Monday, October 16, 2017 . We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, matur ity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to t he LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on t his e-mail and would ask that you coordinate w it h him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. EXT-19-1492-A-000050 Document ID: 0.7.483.8865 6. Upon the receipt and resolution of the close out audits for the EDMC institut ions, ED will promptly rerun updated LOCamounts for the EDMC institut ions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) EXT-19-1492-A-000051 Document ID: 0.7.483.8865 Mangold, Donna From : Mangold, Donna Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Subject: EDMC - DCF LOC confirmation Them, Richard; Frola, Michael; Finley, Steve Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the outli ne of the plan set forth in the e-m ail below for the release and amendment of LOCson file for the EDMC schools. However, our confirmation is based on a modification of the language of the October 12th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 th ) : 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-this LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No . 4 below . The Department accepts this LOCas satisfying the $92,624,329 LC requ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Unt il it is replaced in accordance w ith No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknowledgement (sent to you at 7:50 p.m. on Friday). This is f urther subject to confirmation from DOJ as to the outstanding amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LDC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 thereto) -this LOCwil l be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no addit ional language, to include any reference to state law or carrier delivery. (and any amendments This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education EXT-19-1492-A-000052 Document ID: 0.7.483.6980 U.S. Department of Education 400 Maryland Avenue , S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453-6710 From: Them, Richard [mailto :rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable . Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtrans action. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he lette rs or credit immediately upon closing consistent with t he terms of your October 5, 2017 letter. At this t ime, the transaction is cu rrent ly scheduled as of Monday, October 16, 2017 . We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, matur ity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to t he LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on t his e-mail and would ask that you coordinate w it h him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. EXT-19-1492-A-000053 Document ID: 0.7.483.6980 6. Upon the receipt and resolution of the close out audits for the EDMC institut ions, ED will promptly rerun updated LOCamounts for the EDMC institut ions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) EXT-19-1492-A-000054 Document ID: 0.7.483.6980 Denni s M . cariello From : Dennis M. Cariello Sent: Sunday, October 15, 2017 1:34 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject : RE: EDMC - DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to ta lk about this -item 4 is a new term that was never discussed on Thursday , is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late not ice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems t o be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the outline of the plan set forth in the e-mail below for the release and amendment of LOCson fi le for the EDMCschools. However, our confirmation is based on a modif ication of the language of the October 12th e-mail, and is subject to two additional conditions (direct release for full payment of the th EDMC Settlement and replacement LOCsto be issued by November 15 ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-this LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) -Unti l it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amoun t outstanding EXT-19-1492-A-000055 Document ID: 0.7.483.6981 on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknowledgement (sentto you at 7 :50 p.m. on Friday). This is fu rther subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 thereto) -this LOCwill be cancelled and released. (and any amendments 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery . This confirmation supp lement s, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 lett er. Donna S. Mango ld Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable . Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHt ransaction . I am writing to confirm t he parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this t ime, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018. DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. EXT-19-1492-A-000056 Document ID: 0.7.483.6981 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the rema ining portion of the EDMC LC requirement ($5,340,918). 4 . BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on fi le can be used to cover any liabilit ies for all institutions currently covered unde r the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptab le, and that the transaction closes on Monday, a lender representative w ill provide a fina l version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402) . I have copied John on this e-ma il and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6 . Upon the receipt and resolution of the close out audits for the EDMC institutions , ED will promptly rerun updated LOCamounts for the EDMC institutions to determ ine if the EDMC port ions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continu ing t ime and attention on this matter . Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -606 - 2442 (New Number) This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com EXT-19-1492-A-000057 Document ID: 0.7.483.698 1 Mangold, Donna From : Mangold, Donna Sent: Sunday, October 15, 2017 1:49 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Them, Richard; Frola, Michael; Finley, Steve; Ronald L. I don't understand why it has dramatic ramifications ; please explain via e-mail. It is Sunday and I am not in a position to have a call on this . To the extent it wasn't talked about on Thursday -th e moving parts in this are not of the Department's making . We got your LOClisting late on Wednesday . On Thursday and Friday our attention was on the settlement & the just received information that it would not be paid from proceeds. When we finally had an opportunity to check the LOCnumbers you are referring to we are finding discrepancies in the numbers. We want the situation cleaned up and that is the reason for the request for replacement LOCs. The alternative is that you give us Monday to match up the physical LOCs/amendments. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this -item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today . Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have phys ical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely . Nevertheless , we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, ou r confirmation is based on a modification of the language of the October 12th e-m ail, and is subjec t to two additional conditions (direct release for full payment of the EXT-19-1492-A-000058 Document ID: 0.7.483.6984 EDMC Settlement and replacement LOCsto be issued by November 15th ): l. Regarding the existing LOCin the amount of $102 ,168 ,215 (and any amendments thereto)-this LOC remains in place unmodified as to amount, mat urity or ot herwise unt il replaced as set forth in No. 4 below . The Department accepts t his LOCas satisfying the $92 ,624,329 LC requ irement of DC ED Holdings/DCF. The Department will accept t he remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2 . Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Unt il it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantial ly consistent with pr ior amendments to $5,340 ,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918) . However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstand ing on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m . on Friday) . This is f urther subject to confirmation from DOJ as to the outstanding amount. The Draf t conse nt and Acknowl edgem ent should be f urther re vise d to del ete the specific refe rence to the LDC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967 ,981.50 (and any amendments thereto) -this LOCwil l be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the exist ing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownersh ip and may contain no add itional language, to include any reference to state law or carrier delivery . This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter . Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453-6710 From : Them, Richard [mailto:rthem@edmc.edu] Se nt: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavai lable. M ike, EXT-19-1492-A-000059 Document ID: 0.7.483.6984 Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter . At this time, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168 ,215 remains in p lace unmodified as to amount , maturity or otherwise unti l replaced/amended on or prior t o May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the rema ining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4 . BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptab le, and that the t ransact ion closes on Monday , a lender representative wil l provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE' s acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC (#04141402). I have copied John on this e-mail and would ask that you coord inate w ith him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way . 6 . Upon the receipt and resolution of the close out audits for the EDMC institut ions, ED will promptly rerun updated LOCamounts for the EDMC institut ions to determ ine if t he EDMC port ions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing . Thank you for continu ing t ime and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compl iance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606 - 2442 (New Number) EXT-19-1492-A-000060 Document ID: 0.7.483.6984 This ema il has been scanned by the Syman tec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000061 Document ID: 0.7.483 .6984 Mangold, Donna From : Mangold, Donna Sent: Sunday, October 15, 2017 2:13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr .com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of th e changes in the transaction), because we don't have physical accessto t he LOCsand their various amendments, and there seems t o be some discrepancy in the LOC numbers you have iden tified and the records we can access remotely . Nevertheless, we can confi rm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools . However, ou r confirmation is based on a modification of the language of the October 12th e-mail, and is subject to two additional conditions (direct release for full payment of the th EDMC Settlement and replacement LOCsto be issued by November 15 ) : 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) - this LOC rema ins in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. The EXT-19-1492-A-000062 Document ID: 0.7.483.6983 Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement . 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) -Until it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918) . However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstand ing on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sentto you at 7:50 p.m. on Friday). This is f urther subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOC in the amount of in the amount of $22,967,981.50 thereto) -this LOCw ill be cancelled and released. 4. New LOC(s) must be issued no later than November 15 , 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownersh ip and may contain no addit ional language, to include any reference to state law or carrier delivery . (and any amendments This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter . Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporar ily unavai lable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction . I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he letters or credit immediately upon closing consistent with t he terms of your October 5, 2017 letter. At this time, t he transaction is cu rrent ly scheduled as of Monday, October 16, 2017 . EXT-19-1492-A-000063 Document ID: 0.7.483.6983 We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04 141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, matur ity or otherwise unti l replaced/amended on or prior to May 31, 2018 . DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2 . DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement . 3. Bank of America LOC# 68073794 in the amount of $68,903 ,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340 ,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,98 1.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on fi le can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptab le, and that the transaction closes on Monday, a lender representative wil l provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday . On Tuesday, October 17, 2017, John Przypyszny , counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-m ail and would ask that you coord inate w it h him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon t he receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for t he EDMC institut ions to determ ine if t he EDMC portions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing t ime and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pitt sburgh, PA 15222 Direct Dial 412 -606-2442 (New Number) This email has been scanned by the Symant ec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000064 Document ID: 0.7.483.6983 This emai l has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000065 Document ID: 0.7.483.6983 Denni s M . cariello From : Dennis M. Carie llo Sent : Sunday, October 15, 20 17 2: 18 PM To : Mangold, Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Holt (rholt@rousefrets .com) Subj ect : RE: EDMC - DCF LOC confirmation Donna Finley, Steve; Ronald L. Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [mailto:Donna.Mango ld@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com;T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC- DCF LOC confirmat ion Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC- DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday , is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, EXT-19-1492-A-000066 Document ID: 0.7.483.6982 As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the outline of the plan set forth in the e-mail below for the release and amendment of LOCson fi le for the EDMCschools. However, our confirmation is based on a modification of the language of the October 12 th e-ma il, and is subject to two additional cond itions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-th is LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No. 4 below. The Department accepts th is LOCas satisfying th e $92,624,329 LCrequ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments thereto) -Unt il it is replaced in accordance w ith No. 4 below, this LOCwill be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,9 18). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknowledgement (sent to you at 7:50 p.m. on Friday). This is further subject to confirmation from DOJ as to the outstanding amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCwill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownersh ip and may contain no additional language, to include any reference to state law or carrier delivery . This confirmation supplements, and does not replace, th e requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mango ld Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Ma ryland Avenue, S.W. Room 6C149 Washington , D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation EXT-19-1492-A-000067 Document ID: 0.7.483.6982 Hi Mike I am sending this on behalf of Dennis who is temporarily unavai lable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' unders t anding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of you r October 5, 2017 letter. At this time, t he transaction is currently scheduled as of Monday, October 16, 2017 . We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102 ,168 ,215 remains in place unmodified as to amount, matur ity or otherwise until replaced/amended on or prior t o May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2 . DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement . 3 . Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918) . 4. BNP Paribas LOC#04141402 in the amount of $22 ,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknowledgement by Friday or Monday . On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-ma il and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions , ED will promptly rerun updated LOCamounts for the EDMC institutions to determ ine if the EDMC port ions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continu ing t ime and attention on this matter . Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance EXT-19-1492-A-000068 Document ID: 0.7.483.6982 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000069 Document ID: 0.7.483.6982 M angold , Donn a From : Mangold, Donna Sent : Sunday, October 15, 2017 2:23 PM To: Dennis M. Cariello Subj ect : RE: EDMC - DCF LOC confirmation Trying to be constructive . From : Dennis M. Cariello [mailto:dennis.cariel lo@hmbr.com] Se nt: Sunday, October 15, 2017 2: 18 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subje ct : RE: EDMC - DCF LOC confirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna .Mangold@ed.gov] Se nt: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF LOC confirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From : Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subj ect: RE: EDMC - DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto :Donna.Mangold@ed.gov] Se nt: Sunday, October 15, 2017 12:48 PM EXT-19-1492-A-000070 Document ID: 0.7.483.6985 To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend (compounded by the late notice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confi rm the outli ne of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12th e-ma il, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): l. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-this LOC rema ins in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No. 4 below . The Department accepts this LOCas satisfying the $92,624,329 LC requ irement of DC ED Holdings/DCF . The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2 . Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Until it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substanti ally consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others , as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is further subject to confirmation from DOJas to the outstanding amount. The Draft consent and Acknowledgement should be further revise d to del ete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCwill be cancelled and released. 4. New LOC(s) must be issued no later t han November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no addit ional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 EXT-19-1492-A-000071 Document ID: 0.7.483.6985 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the lette rs or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this t ime, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to t he LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate wi t h him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon t he receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rer un updated LOCamounts for the EDMC institut ions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello EXT-19-1492-A-000072 Document ID: 0.7.483.6985 Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -606-2442 (New Number) This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit htij.)://www.symanteccloud .com This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit htij.)://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit htij.)://www.symanteccloud .com This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit htij.)://www .symanteccloud .com EXT-19-1492-A-000073 Document ID: 0.7.483.6985 Dennis M . cariello From: Dennis M. Carie llo Sent : Sunday, October 15, 20 17 4:43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael ; Finley, Steve ; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC - DCF LOC confirmation Attachments: 2017-02-27Ietter from ED.PDF; 20 17-04-03BN P-04 14 1468 (91892434) .pdf ; 20 17-0403B NP-04 14 1402 (04134 158).pdf; 2017-04-04 BofA-68073794.p df; EDMC LC Reconciliation .xlsx; LoC funds flow post closing 10 15 17.xlsx Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LCNo. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEIDnumbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEiOs/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEIDnumbers. Given the foregoing- and I respect that you will want to review and confirm this - can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining settlement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions. Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJis the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From : Dennis M. Cariello EXT-19-1492-A-000074 DocumentID: 0.7.483.6996 Sent: Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC - DCF LOC confirmation Donna -we are pulling that together now . Should send shortly. And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto :Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC - DCF LOC confirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substi tutio ns/number changes? From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to ta lk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with th e Department, and has dramatic ramifications for this transaction. The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can ta lk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto :Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless , we can confirm the outline of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, our confirmation is based on a modification of the language of the October 12 th e-ma il, and is subject to two additional conditions ( direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 t h ) : EXT-19-1492-A-000075 Document ID: 0.7.483.6996 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-th is LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No . 4 below. The Department accepts th is LOCas satisfying the $92,624 ,329 LCrequ irement of DC ED Holdings/DCF . The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement . 2. Regarding the existing LOCin the amount of $68 ,903,044.50 (and any amendments thereto) - Until it is replaced in accordance w ith No. 4 below, this LOCwill be reduced via an amendment substantially consistent w ith pr ior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequi rement ($5 ,340,918). However, the release of the collatera l securing this LOCis expressly subject to t he direct release of funds to the Unit ed States Treasury (or as otherwise directed) to satisfy the amoun t outstand ing on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknowledgement (sent to you at 7:50 p.m. on Friday). This is fu rther subject to confi rmat ion from DOJ as to the outstand ing amount. The Draft conse nt and Acknowl edgement should be further revise d to del ete the specific ref erence to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCw ill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDS listed regardless of ownersh ip and may contain no add itional language, to include any reference to state law or carrier delivery . This confi rmation supp lements , and does not replace, the requirements set forth in Mike Frola's October 5, 2017 lette r. Donna S. Mango ld Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453-6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yeste rday regarding the EDMC/DCEHtransaction . I am wr iting EXT-19-1492-A-000076 Document ID: 0.7.483.6996 1 to confirm the parties understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequi rement of DC ED Holdings/DCF . 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073 794 remains May 31, 2018 . Assuming the amendment if acceptable, and that the transact ion closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate wi t h him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon t he receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institut ions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Educat ion Management Corpo ration 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606 - 2442 (New Number) EXT-19-1492-A-000077 Document ID: 0.7.483.6996 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.co m This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000078 Document ID: 0.7.483.6996 Mangold, Donna From : Mangold, Donna Sent: Sunday, October 15, 2017 5:16 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Dennis we can talk at 10.30, not 9. It is now Sunday evening, I am not going to have an opportunity to look at this tonight , and I need to give Mike's team an opportunity to review this information, before we can make a determination as to what happens to condition 4. We will try to work with you on this, but I need to have input from them, and I have to have an opportunity to digest it myself . Sentfrom my Verizon4G LTE smartphone -------- Original message -------From: "Dennis M . Cariello" Date : 10/15/17 4 :47 PM (GMT-05 :00) To: "Mangold , Donna" Cc: John.Przypyszny@dbr.com, "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt(rholt@rousefrets.com)" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistancetoday. Attached you will find all the LCsfor all 18 OPEIDs/lnst it utions . Each LCis grouped by LCnumber and contains each amendment . The schedule A to each LClists all of the EDMCschools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LCNo. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LCNo. 0413168 (formerly No. 91892434) - for$102,158,215 .00 page 8 of 13 on Bank of America LCNo. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEIDnumbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnst itution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEIDnumbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discussthe process and t iming for LCrelease/payment of the DOJsett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing EXT-19-1492-A-000079 Document ID: 0.7.483.7324 that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining settlement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions. Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From : Dennis M. Cariello Sent: Sunday,October 15, 2017 2:18 PM To : 'Mangold, Donna' Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this -item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, EXT-19-1492-A-000080 Document ID: 0.7.483.7324 Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent : Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late not ice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOCnumbers you have iden tified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson fi le for the EDMCschools. Howeve r, our confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional cond itions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15t h ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-th is LOC rema ins in place unmodified as to amount, mat urity or ot herwise unt il replaced as set forth in No. 4 below . The Department accepts t his LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. The Department will accept th e remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement . 2. Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments thereto) - Until it is replaced in accordance w ith No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,9 18). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday) . This is furt her subject to confirmation from DOJ as to the outstanding amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LDC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCwil l be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery . This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 EXT-19-1492-A-000081 Document ID: 0.7.483.7324 202-453-6710 From: Them, Richard [mailto: rt:hem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sendi ng this on behalf of Dennis who is temporarily unavai lable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHt ransaction . I am writing to confirm t he parties' unders t andi ng about the mechan ics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he lett ers or credit immed iat ely upon closing consistent with the terms of your October 5, 2017 letter. At th is time, t he transaction is cu rrent ly scheduled as of Monday, October 16, 2017 . We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in t he amount of $102,168,215 remains in p lace unmodified as to amount, matur ity or otherwise unti l replaced/amended on or prior to May 31, 2018 . DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF . 2 . DOEwill accept the remaining portion of t he BNP Paribas LOC# 04141468 equal to $9,543 ,886 to satisfy a portion of the EDMC LCrequirement. 3 . Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowle dgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptab le, and that the transaction closes on Monday, a lend er representative w ill provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group , will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04 141402). I have copied John on this e-ma il and would ask that you coordinate w ith him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6 . Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for t he EDMC institu t ions to determ ine if t he EDMC port ions of the LOCcan be decreased. EXT-19-1492-A-000082 Document ID: 0.7.483.7324 We would appreciate your confirmation that this was the understandi ng we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000083 Document ID: 0.7.483.7324 M angold, Donna From : Mangold, Donna Sent : Sunday, October 15, 2017 5:23 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation My goal, however, is to avoid condition 4 by making arrangements records aren't matching up with your lists. for duplicate locs, if for some reason our Sent from my Verizon4G LTEsmartphone -------- Original message -------From: "Dennis M. Cariello" Date: 10/15/17 4:47 PM (GMT -05 :00) To: " M angold, Donna" Cc: John.Przypyszny@dbr .com, "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt(rholt@rousefrets.com)" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistancetoday. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LClists all of the EDMCschools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LCNo. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LCNo. 0413168 (formerly No. 91892434) - for$102,158,215 .00 page 8 of 13 on Bank of America LCNo. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEIDnumbers for which a letter of credit was requested . Finally, attached is an excel spreadsheet I prepared that lists t he OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEIDnumbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No. 68073794), the lenders will releasethe collateral securing those LCsto US EXT-19-1492-A-000084 DocumentID: 0.7.483.9096 Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount . As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions. Also, you wil l note that there is suffic ient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No . 68073794) . Thanks, Dennis From: Dennis M. Cariello Sent: Sunday, October 15, 2017 2:18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna -we are pulling tha t together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From : Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday , is incons istent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of cred it are still active unt il May, so I do not understand the need for replacement LCs. I can ta lk anytime today. Thanks, Dennis EXT-19-1492-A-000085 Document ID: 0.7.483.9096 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compounded by the late not ice of the changes in the transaction) , because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOCnumbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12th e-mail, and is subjec t to two additional cond itions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15t h ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-this LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No . 4 below . The Department accepts t his LOCas satisfying the $92,624,329 LC requ irement of DC ED Holdings/DCF . The Department will accept t he remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in t he amount of $68,903,044.50 (and any amendments thereto)-Until it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantial ly consistent with prior amendmen t s to $5,340,9 18 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,9 18). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as othe rwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m . on Friday) . This is further subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCwil l be cancelled and released. 4. New LOC{s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC{s) must have all OPEIDSlisted regardless of ownersh ip and may contain no add it ional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 EXT-19-1492-A-000086 Document ID: 0.7.483.9096 From: Them, Richard [mailto: rt:hem@edmc.edu] Se nt: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, t he transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF . 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions curren t ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptable, and that the t ransact ion closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coord inate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. U pan the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing t ime and attention on this matter . EXT-19-1492-A-000087 Document ID: 0.7.483.9096 Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh , PA 15222 Direct Dial 412 -606-2442 (New Number) This ema il has been scanned by the Symantec Emai l Security.cloud service . For more information please visit htq, ://www.symanteccloud .com This ema il has been scanned by the Symantec Emai l Security.cloud service . For more information please visit htq, ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit htq,://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000088 Document ID: 0.7.483.9096 M angold, Donna From : Mangold, Donna Sent : Sunday, October 15, 2017 5:23 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation My goal, however, is to avoid condition 4 by making arrangements records aren't matching up with your lists. for duplicate locs, if for some reason our Sent from my Verizon4G LTEsmartphone -------- Original message -------From: "Dennis M. Cariello" Date: 10/15/17 4:47 PM (GMT -05 :00) To: " M angold, Donna" Cc: John.Przypyszny@dbr .com, "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt(rholt@rousefrets.com)" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistancetoday. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LClists all of the EDMCschools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LCNo. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LCNo. 0413168 (formerly No. 91892434) - for$102,158,215 .00 page 8 of 13 on Bank of America LCNo. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEIDnumbers for which a letter of credit was requested . Finally, attached is an excel spreadsheet I prepared that lists t he OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEIDnumbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No. 68073794), the lenders will releasethe collateral securing those LCsto US EXT-19-1492-A-000089 DocumentID: 0.7.483.7330 Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount . As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions. Also, you wil l note that there is suffic ient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No . 68073794) . Thanks, Dennis From: Dennis M. Cariello Sent: Sunday, October 15, 2017 2:18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com;Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna -we are pulling tha t together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From : Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday , is incons istent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of cred it are still active unt il May, so I do not understand the need for replacement LCs. I can ta lk anytime today. Thanks, Dennis EXT-19-1492-A-000090 Document ID: 0.7.483.7330 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compounded by the late not ice of the changes in the transaction) , because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOCnumbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12th e-mail, and is subjec t to two additional cond itions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15t h ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)-this LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No . 4 below . The Department accepts t his LOCas satisfying the $92,624,329 LC requ irement of DC ED Holdings/DCF . The Department will accept t he remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in t he amount of $68,903,044.50 (and any amendments thereto)-Until it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantial ly consistent with prior amendmen t s to $5,340,9 18 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,9 18). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as othe rwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m . on Friday) . This is further subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCwil l be cancelled and released. 4. New LOC{s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC{s) must have all OPEIDSlisted regardless of ownersh ip and may contain no add it ional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 EXT-19-1492-A-000091 Document ID: 0.7.483.7330 From: Them, Richard [mailto: rt:hem@edmc.edu] Se nt: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, t he transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF . 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions curren t ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptable, and that the t ransact ion closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coord inate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. U pan the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing t ime and attention on this matter . EXT-19-1492-A-000092 Document ID: 0.7.483.7330 Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh , PA 15222 Direct Dial 412 -606-2442 (New Number) This ema il has been scanned by the Symantec Emai l Security.cloud service . For more information please visit htq, ://www.symanteccloud .com This ema il has been scanned by the Symantec Emai l Security.cloud service . For more information please visit htq, ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit htq,://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000093 Document ID: 0.7.483.7330 Denni s M . cariello From: Dennis M. Cariello Sent: Sunday, October 15, 2017 6:19 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets .com) Subject: Re: EDMC - DCF LOC confirmation Thanks Donna. I can make 1030 work. Do you want to send around a dial in, or would you like me to? Thanks again . Dennis Sent from my i Phone On Oct 15, 2017, at 5:22 PM, Mango ld, Donna wrote: My goal, however, is to avoid condition 4 by making arrangements for duplicate locs, if for some reason our records aren't matching up with your lists. Sent from my Verizon 4G LTE smartphone -------- Original message- ------From : "Dennis M. Cariello" Date : 10/15/17 4:47 PM (GMT-05:00) To: "Mangold, Donna" < Donna.Mangold@ed .gov> Cc: John.Przypyszny@dbr .com , "Them , Richard" , "Frola, Mi chael" , "Finley, Steve" , "Ronald L. Holt (rholt@rousefrets .com )" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistancetoday. Attached you w ill find all the LCsfor all 18 OPEiOs/institutions. EachLCis grouped by LCnumber and contains each amendment. The schedule A to each LClists all of the EDMCschools/OPEiOs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LCNo. 04141402 - for $22,967,981.50 (wh ich is being released) page 13 of 19 on BNP LCNo. 0413168 (formerly No. 91892 434) - for $102,158,215 .00 page 8 of 13 on Bank of America LCNo. 6807379 4 -for $68,903,944.50 (which is being amended) EXT-19-1492-A-000094 Document ID: 0.7.483.7327 Also attached you will find the Department ' s February 27, 2017 that lists each of the 18 OPEiD numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/Institution is listed on Schedule A to the letters of credit . As you will see, each letter of cred it applies to each of the 18 OPEiD numbers . Given the foregoing- and I respect that you will want to review and confirm th is -can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LC release/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LC No . 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No . 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow , including to the Department of Justice to pay off the remaining settlement amount. As I mentioned on Friday, the company received the payoff amount ($47 ,328,207.88) from AUSA Christy Wiegand and we have the payment instructions. Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a t ime for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LC No. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No . No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przvpvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna-we are pulling t hat t ogether now. Should send shortly. And thank you for the suggestion. Dennis From : Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday,October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przvpvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Sunday,October 15, 2017 1:34 PM EXT-19-1492-A-000095 Document ID: 0.7.483.7327 To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this item 4 is a new term that was never discussed on Thursday, is inconsistent w ith prior conversations w ith the Department, and has dramatic ramifications fo r this transaction. The letters of credit are still active unt il May, so I do not understand the need fo r replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compounded by the late notice of the changes in the transact ion), because we don't have physical accessto the LOCs and their various amendments, and there seems to be some discrepancy in the LOCnumbers you have identified and the records we can access remotely. Nevertheless, we can confirm the outline of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, our conf irmati on is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 th ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto)th is LOCremains in place unmodified as t o amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92 ,624,329 LC requirement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LC requirement. 2. Regarding the existing LOC in the amount of $68,903,044 .50 (and any amendments the reto) Until it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantially consistent with prior amendments to $5,3 40,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as ot herwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJand others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknowledgement (sent to you at 7:50 p.m. on Friday). This is further subject to confirmation from DOJ as to the outstand ing amount . The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LDC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,98 1.50 (and any EXT-19-1492-A-000096 Document ID: 0.7.483.7327 amendments thereto) -this LOC will be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mango ld Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6049 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction . I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the lett ers or credit immediately upon closing consistent with the terms of your October 5, 2017 letter . At this time, the transact ion is currently scheduled as of Monday, October 16, 2017 . We wou ld provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018. DOE accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment subst ant ially consistent with prior amendments to $5,340,918 t o satisfy the remaining portion of t he EDMC LC requirement {$5,340,918) . EXT-19-1492-A-000097 Document ID: 0.7.483.7327 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOE has asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a final version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC (#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www .symanteccloud .com EXT-19-1492-A-000098 Document ID: 0.7.483.7327 This email has been scanned by the Symantec Email Security .cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security .cloud service. For more information please visit http://www .symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000099 Document ID: 0.7.483.7327 M angold, Donna From : Mangold, Donna Sent : Sunday, October 15, 2017 7:07 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Pis circulate a number Sent from my Verizon 4G LTE smart phone -------- Original message -------From: "Dennis M . Cariello" Date: 10/15/17 6 :18 PM (GMT-05 :00) To: "Mangold, Donna" Cc: "Dennis M . Cariello" , John.Przypyszny@dbr.com, "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt (rholt@rousefrets .com)" Subject : Re: EDMC - DCF LOC confirmation Thanks Donna. I can make 1030 work . Do you want to send around a dial in, or wou ld you like me to? Thanks again . Dennis Sent from my i Phone On Oct 15, 2017, at 5:22 PM, Mangold, Donna wrote : My goal, however, is to avoid condition 4 by making arrangements for duplicate locs, if for some reason our records aren't matching up with your lists. Sent from my Verizon 4G LTE smartphone -------- Original message-------From: "Dennis M . Cariello" Date : 10/15/17 4:47 PM (GMT-05:00) To: "Mangold, Donna" EXT-19-1492-A-000100 Document ID: 0.7.483.9103 Cc: John.Przypyszny@dbr.com , "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt (rho lt@rousefrets .com )" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LClists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No . 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (former ly No . 91892434) - for $102,158,215 .00 page 8 of 13 on Bank of America LCNo. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/Institution is listed on Schedule A to the letters of credit. As you wil l see, each letter of credit applies to each of the 18 OPEiD numbers . Given the foregoing-and I respect that you wi ll want to review and confirm th is - can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss t he process and timing for LC release/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that tha t upon release of the BNP LC(BNP LC No. 04141402 - for $22,967,981.50) and acceptance of the amendment to t he BofA LC(LC No. No. 68073794), the lenders wil l release the collatera l securing those LCsto US Bank and US Bank wil l receive the collateral once released and transferfunds as set forth on the funds flow, including to the Department of Justice to pay off the remaining settlemen t amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy W iegand and we have the payment instructions . Also, you w ill note that there is suffic ient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "w ires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a t ime for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LC No. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna-we are pulling t hat together now. Should send shortly. EXT-19-1492-A-000101 Document ID: 0.7.483.9103 And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt ( rholt@rousefrets.com ) Subject: RE: EDMC- DCF LOC confirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt ( rholt@rousefrets.com ) Subject: RE: EDMC- DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend . We desperate ly need to talk about this item 4 is a new term that was never discussed on Thursday, is inconsistent w ith prior conversations w ith the Department, and has dramatic ramifications for this transaction. The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOC confirmation Dennis, As you can imagine, there are logistical complications dea ling with th is over the weekend ( compounded by the late notice of the changes in the t ransact ion), because we don't have phys ical access to the LOCs and their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remote ly. Neverthe less, we can confirm the outline of the plan set forth in the e-mai l below for the release and amendment of LOCson file for the EDMC schoo ls. th However, our confirmat ion is based on a modificat ion of the language of the October 12 e-mai l, and is subject to two additional conditions ( direct re lease for ful l payment of the EDMC Settlement and replacement LOCsto be issued by November 15 th ): 1. Regarding the existing LOC in the amount of $102,168,215 (and any amendments thereto)th is LOCremains in place unmodif ied as t o amount, maturity or otherwise until replaced as set EXT-19-1492-A-000102 Document ID: 0.7.483.9103 forth in No. 4 below. The Department accepts this LOCas satisfy ing the $92,62 4,329 LC requirement of DC ED Holdings/DCF. The Department w ill accept the remaining portion of th is LOC equal to $9,543 ,886 to satisfy a portion of th e EDMC LC requ irement . 2. Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments the reto) Until it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequ irement ($5,340,918) . However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to t he United St ates Treasury (or as otherwise directed) to satisfy the amount outsta nding on the Settlement between EDMC and DOJand others, as noted in the cash collat eral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7 :50 p.m. on Friday). This is further subject to confirmation from DOJ as t o the outstand ing amount . The Draft conse nt and Acknowledg ement should b e further revise d to del ete the specific ref erence to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967 ,981.50 (and any amendments thereto) - this LOCwil l be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regard less of ownership and may contain no additional language, to include any reference to state law or carrie r delivery. This confirmation supp lements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold At t orney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject: Confirmation of our conversation Hi Mi ke I am sending this on behalf of Dennis who is temporarily unavailable . M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' unders t anding abou t the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing EXT-19-1492-A-000103 Document ID: 0.7.483.910 3 consistent with the terms of your October 5, 2017 letter. At this time, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCs as outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018. DOE accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918) . 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a final version of the amendmen t and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC (#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions , ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continui ng time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) EXT-19-1492-A-000104 Document ID: 0.7.483.9103 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000105 Document ID: 0.7.483.9103 M angold, Donna From : Mangold, Donna Sent : Sunday, October 15, 2017 7:07 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Pis circulate a number Sent from my Verizon 4G LTE smart phone -------- Original message -------From: "Dennis M . Cariello" Date: 10/15/17 6 :18 PM (GMT-05 :00) To: "Mangold, Donna" Cc: "Dennis M . Cariello" , John.Przypyszny@dbr.com, "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt (rholt@rousefrets .com)" Subject : Re: EDMC - DCF LOC confirmation Thanks Donna. I can make 1030 work . Do you want to send around a dial in, or wou ld you like me to? Thanks again . Dennis Sent from my i Phone On Oct 15, 2017, at 5:22 PM, Mangold, Donna wrote : My goal, however, is to avoid condition 4 by making arrangements for duplicate locs, if for some reason our records aren't matching up with your lists. Sent from my Verizon 4G LTE smartphone -------- Original message-------From: "Dennis M . Cariello" Date : 10/15/17 4:47 PM (GMT-05:00) To: "Mangold, Donna" EXT-19-1492-A-000106 Document ID: 0.7.483.7329 Cc: John.Przypyszny@dbr.com , "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt (rho lt@rousefrets .com )" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LClists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No . 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (former ly No . 91892434) - for $102,158,215 .00 page 8 of 13 on Bank of America LCNo. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/Institution is listed on Schedule A to the letters of credit. As you wil l see, each letter of credit applies to each of the 18 OPEiD numbers . Given the foregoing-and I respect that you wi ll want to review and confirm th is - can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss t he process and timing for LC release/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that tha t upon release of the BNP LC(BNP LC No. 04141402 - for $22,967,981.50) and acceptance of the amendment to t he BofA LC(LC No. No. 68073794), the lenders wil l release the collatera l securing those LCsto US Bank and US Bank wil l receive the collateral once released and transferfunds as set forth on the funds flow, including to the Department of Justice to pay off the remaining settlemen t amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy W iegand and we have the payment instructions . Also, you w ill note that there is suffic ient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "w ires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a t ime for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LC No. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna-we are pulling t hat together now. Should send shortly. EXT-19-1492-A-000107 Document ID: 0.7.483.7329 And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt ( rholt@rousefrets.com ) Subject: RE: EDMC- DCF LOC confirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt ( rholt@rousefrets.com ) Subject: RE: EDMC- DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend . We desperate ly need to talk about this item 4 is a new term that was never discussed on Thursday, is inconsistent w ith prior conversations w ith the Department, and has dramatic ramifications for this transaction. The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOC confirmation Dennis, As you can imagine, there are logistical complications dea ling with th is over the weekend ( compounded by the late notice of the changes in the t ransact ion), because we don't have phys ical access to the LOCs and their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remote ly. Neverthe less, we can confirm the outline of the plan set forth in the e-mai l below for the release and amendment of LOCson file for the EDMC schoo ls. th However, our confirmat ion is based on a modificat ion of the language of the October 12 e-mai l, and is subject to two additional conditions ( direct re lease for ful l payment of the EDMC Settlement and replacement LOCsto be issued by November 15 th ): 1. Regarding the existing LOC in the amount of $102,168,215 (and any amendments thereto)th is LOCremains in place unmodif ied as t o amount, maturity or otherwise until replaced as set EXT-19-1492-A-000108 Document ID: 0.7.483.7329 forth in No. 4 below. The Department accepts this LOCas satisfy ing the $92,62 4,329 LC requirement of DC ED Holdings/DCF. The Department w ill accept the remaining portion of th is LOC equal to $9,543 ,886 to satisfy a portion of th e EDMC LC requ irement . 2. Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments the reto) Until it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequ irement ($5,340,918) . However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to t he United St ates Treasury (or as otherwise directed) to satisfy the amount outsta nding on the Settlement between EDMC and DOJand others, as noted in the cash collat eral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7 :50 p.m. on Friday). This is further subject to confirmation from DOJ as t o the outstand ing amount . The Draft conse nt and Acknowledg ement should b e further revise d to del ete the specific ref erence to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967 ,981.50 (and any amendments thereto) - this LOCwil l be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regard less of ownership and may contain no additional language, to include any reference to state law or carrie r delivery. This confirmation supp lements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold At t orney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject: Confirmation of our conversation Hi Mi ke I am sending this on behalf of Dennis who is temporarily unavailable . M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' unders t anding abou t the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing EXT-19-1492-A-000109 Document ID: 0.7.483.7329 consistent with the terms of your October 5, 2017 letter. At this time, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCs as outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018. DOE accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918) . 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a final version of the amendmen t and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC (#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions , ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continui ng time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) EXT-19-1492-A-000110 Document ID: 0.7.483.7329 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000111 Document ID: 0.7.483.7329 Denni s M . cariello From: Dennis M. Cariello Sent: Sunday, October 15, 2017 7:08 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets .com) Subject: Re: EDMC - DCF LOC confirmation Here you are. Talk with you at 1030. 877-2 11-362 1,723908 Thanks Dennis Sent from my i Phone On Oct 15, 2017, at 7:06 PM, Mango ld, Donna wrote : Pis circulate a number Sent from my Verizon 4G LTE smartphone -------- Original message -------From: "Dennis M. Cariello" Date: 10/15/17 6:18 PM (GMT-05 :00) To: "Mangold, Donna" Cc: "Dennis M. Cariello" , John.Przypyszny@dbr.com, "Them, Richard" , "Frola, Michael" , "Finley, Steve" , "Ronald L. Holt (rholt@rousefrets .com )" Subject : Re: EDMC - DCF LOC confirmat ion Thanks Donna. I can make 1030 work. Do you want to send around a dial in, or would you like me to? Thanks again . Dennis Sent from my i Phone On Oct 15, 2017, at 5:22 PM, Mangold, Donna wrote : EXT-19-1492-A-000112 Document ID: 0.7.483.7328 My goal, however, is to avoid condition 4 by making arrangements for duplicate locs, if for some reason our records aren't matching up with your lists. Sentfrom my Verizon 4G LTE smartphone -------- Original message-------From: "Dennis M. Cariello" Date : 10/15/17 4:47 PM (GMT-05:00) To: "Mangold, Donna" < Donna.Mango ld@ed.gov > Cc: John.Przypyszny@db r .com , "Them, Richard" , "Frola, Michael" < Michae l. Frola@ed .gov >, "Finley, Steve" , "Ronald L. Holt (rholt@rousefrets.com )" Subject: RE: EDMC - DCF LOC confirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCs for all 18 OPEIDs/lnstitut ions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LClists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LCNo. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LCNo. 68073794 - for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 20 17 that lists each of the 18 OPEID numbe rs for wh ich a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if t hat OPEiD/I nstitution is listed on Schedule A to the letters of credit . As you will see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and I respect that you will want to review and confirm this -can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LC release/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC (BNP LC No. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No. 68073794), the lenders will release the collateral securing those LCs to US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the f unds flow, including to the Department of Justice to pay off the remaining settlemen t amount. As I mentioned on Friday, the company received the payoff amount ($47,328 ,207 .88) from AUSA Christy Wiegand and we have t he payment EXT-19-1492-A-000113 DocumentID: 0.7.483.7328 instructions. Also, you will note that there is sufficient funds to make the payment to the 11 11 DOJ (see the first tab sources and uses ) and that the payment to the DOJ is the first payment to be w ired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative ( likely John Przypyszny) to recover the released BNP LC (BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent : Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject : RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send short ly. And thank you for the suggestion. Dennis From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] Sent : Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt ( rholt@rousefrets.com ) Subject : RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent : Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject : RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, EXT-19-1492-A-000114 Document ID: 0.7.483.7328 Dennis From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent : Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend (compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the outline of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, ou r confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 th ): 1. Regarding the existing LOC in the amount of $102,168,215 (and any amendments thereto)-this LOCremains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF . The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Until it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement {$5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United St ates Treasury (or as otherwise directed) to satisf y th e amount outstanding on th e Sett lement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknowledgement (sent to you at 7:50 p.m. on Friday). This is further subject to confirmation from DOJ as to the outstanding amount . The Draft consent and Acknowledgement should be further revise d to delete the specific reference to the LDC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967 ,981.50 (and any amendments thereto) - t his LOCwill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regard less of ownership and may contain no additional language, to include any reference to state law or carr ier delivery. This confirmation supplements, and does not replace, the requirem ents set forth in Mike Frola' s October 5, 2017 letter. EXT-19-1492-A-000115 Document ID: 0.7.483.7328 Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202 -453 -6710 From: Them, Richard [mailto: rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject : Confirmation of our conversation Hi Mike I am sending th is on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEH transaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCs as outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2 . DOEw ill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LC requirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22 ,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknow ledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amoun t of the lett ers of credit on file can be used to cover any liabilities for all instit utions currently covered under the lett ers or credit regardless of ownership. We would appreciate if you could EXT-19-1492-A-000116 Document ID: 0.7.483.7328 confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a final version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a t ime t o meet on Tuesday. We will let you know if the closing is delayed in any way . 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOC amounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We wou ld appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33 rd Floor Pittsburgh, PA 15222 Direct Dial 412-606 -2442 (New Number) This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www .symantecc loud.com EXT-19-1492-A-000117 Document ID: 0.7.483.7328 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security .cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security .cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000118 Document ID: 0.7.483.7328 Wiegand, Christy (USAPAW) From : Wiegand, Christy (USAPAW) Sent: Monday, October 16, 2017 8:54 AM To : Mangold, Donna ; Majors, Jay (CIV); Callahan, Colin (USAPAW) 1 Subject: RE: EDMC Settlement Hi Donna: We provided wiring instruct ions to EDMC on Friday afternoon, which they received . So I think we are all set. Many thanks, Christy Christy Criswell Wiegand Deputy Chief, Civil Division United States Attorney's Offi ce Western District of Pennsylvania Joseph F. Weis Jr. United States Courthouse 700 Grant Street, Suite 4000 Pittsburgh, PA 15219 (412) 894-7452 From: Mangold, Donna [mailto:Donna.Mangold@ed.gov ] Sent: Friday, October 13, 2017 6:04 PM To: Majors, Jay (CIV) ; Callahan, Colin (USAPAW) 1 ; Wiegand, Christy (USAPAW) Subject: RE:EDMC Settlement Thank you for coord inating. Sorry for the late notice to everyone. From: Majors, Jay (CIV) [mailto :Jay.Majors@usdoj. gov] Sent: Friday, October 13, 2017 6:04 PM To: Mangold, Donna; Callahan, Colin (USAPAW) 1; Wiegand, Christy (USAPAW) Subject: RE: EDMCSettlement I'm sorry; I've been away from my office. I am adding AUSA Christy Wiegand to this message , as she has communicated w ith EDMC counsel. She may have even discussed the details of payment with them. The amount sounds roughly correct, and my guess wou ld be that the wiring instructions that EDMC has used in the past would work again, but I expect that the US Attorney's Office wi ll have to confum both details on Monday morning. Jay D. Majors U.S . Department of Justice Civil Division 601 D Street, NW Washington, DC 20004 202-307-0264 EXT-19-1492-A-000119 Document ID: 0.7.483.7331 Jay.Majors @usdoj .gov From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov] Sent : Friday, October 13, 2017 5:31 PM To: Majors, Jay (CIV) ; Callahan, Colin (USAPAW) 1 Subject : RE: EDMC Settlement This is the letter of direction that EDMC intends to send to effectuate payment of the Settlement Accelerated Percentage via release of the LOCcollateral. Please confirm that the amount is correct, and provide wiring instructions, unless whatever instructions EDMC may have already will be adequate. As I indicated in my earlier e-mail, this situation just occurred yesterday ( no funds at closing to pay accelerated liability), and we didn't talk to them until th is morning to figure out the way to deal with it. The planned closing is Monday. So they want us to approve everything over the weekend. I just got this document about 5 minutes ago. From: Mangold, Donna Sent: Friday, October 13, 2017 4:29 PM To: 'Majors, Jay (CIV)'; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Any update on this? Have you had any contact from EDMC? From: Majors, Jay (CIV) [mailto:Jay.Maiors@usdoi .gov] Sent: Friday, October 13, 2017 11: 17 AM To: Mangold, Donna; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Thank you , Donna . We will discuss. -- Jay From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Friday, October 13, 201710:57 AM To: Callahan, Colin (USAPAW) 1 Cc: Majors , Jay (CIV) Subject: EDMC Settlement Colin and Jay, (b)(5) EXT-19-1492-A-000120 Document ID: 0.7.483.7331 Please call or e- mail if you want to discuss or have any questions - and let me know if I should direct this message to someone else. Thanks, Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -211 0 202-453-6710 EXT-19-1492-A-000121 Document ID: 0.7.483.7331 M angold, Donna From : Mangold, Donna Sent : Monday, October 16, 2017 9:56 AM To: Wiegand, Christy (USAPAW); Majors, Jay (CIV); Callahan, Colin (USAPAW) 1 Subje ct : RE: EDMC Settlement Thanks to all! From : Wiegand, Christy (USAPAW) [mailto:Christy.Wiegand@usdoj.gov] Se nt: Monday, October 16, 2017 8:54 AM To: Mangold, Donna; Majors, Jay (CIV); Callahan, Colin (USAPAW) 1 Subj ect: RE: EDMCSettlement Hi Donna: We provided wiring instruc t ions to EDMC on Friday afternoon, which they received. So I think we are all set. Many t hanks, Christy Christy Criswell Wiegand Deputy Chief, Civil Division United States Attorney's Office Western District of Pennsylvania Joseph F. Weis Jr. United States Courthouse 700 Grant Street , Suite 4000 Pittsburgh, PA 15219 (412) 894-7452 From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov ] Se nt: Friday, October 13, 2017 6:04 PM To: Majors, Jay (CIV) ; Callahan, Colin (USAPAW) 1 ; Wiegand, Christy (USAPAW) Subject: RE: EDMC Settlement Thank you for coordinating. Sorry for the late notice to everyone. From: Majors, Jay (CIV) [mailto:Jay.Majors@usdoj.gov ] Se nt: Friday, October 13, 2017 6:04 PM To : Mangold, Donna; Callahan, Colin (USAPAW) 1; Wiegand, Christy (USAPAW) Subje ct: RE: EDMCSettlement I'm sorry; I'v e been away from my office. I am adding AUSA Christy Wiegand to this messag e, as she has c01mnunicated with ED MC counse l. She may have even discussed the details of payment with them . The amount sounds roughly correct, and my guess would be that the wiring instructions that EDMC has used in the past would work again, but I expect that the US Attorney's Office will have to confirm both details on Monday morning . EXT-19-1492-A-000122 Document ID: 0.7.483.7332 Jay D. Majors U.S . Department ofJustice Civil Division 601 D Street, NW Washington , DC 20004 202-307-0264 Jay.Majors @usdoj.gov From: Mangold, Donna [ mailto:Donna .M angold@ed .gov] Sent : Friday, October 13, 2017 5:31 PM To : Majors, Jay (CIV) ; Callahan, Colin (USAPAW) 1 Subject: RE: EDMC Settlement This is the letter of direction that EDMC intends to send to effectuate payment of the Settlement Accelerated Percentage via release of the LOCcollateral. Please confirm that the amount is correct, and provide wiring instructions, unless whatever instructions EDMC may have already will be adequate. As I indicated in my earlier e-mail, th is situation just occurred yesterday (no funds at closing to pay accelerated liability), and we didn't talk to them until this morning to figure out the way to deal with it . The planned closing is Monday . So they want us to approve everything over the weekend . I just got this document about 5 minutes ago. From: Mangold, Donna Sent: Friday, October 13, 2017 4:29 PM To: 'Majors, Jay (CIV)'; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Any update on this? Have you had any contact from EDMC? From: Majors, Jay (CIV) [mailto:Jay.Majors@usdoj.gov] Sent: Friday, October 13, 2017 11:17 AM To: Mangold, Donna; Callahan, Colin (USAPAW) 1 Subject: RE: EDMCSettlement Thank you , Donna. We will discuss. -- Jay From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Friday, October 13, 201710:57 AM To: Callahan, Colin (USAPAW) 1 Cc: Majors, Jay (CIV) Subject: EDMC Settlement Colin and Jay, 1~)(5) EXT-19-1492-A-000123 Document ID: 0.7.483.7332 b)(5) Please call or e-mail if you want to discuss or have any questions - and let me know if I should direct this message to someo ne else. Thanks, Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 EXT-19-1492-A-000124 Document ID: 0.7.483.7332 Mangold, Donna From : Mangold, Donna Sent: Monday, October 16, 2017 5:18 PM To : Denn is M. Cariello Cc: Subject: John.Przypyszny@dbr.com; Frola, Michael; Richard Them RE: edmc Was out of my office for a bit - Richard called & I will return the call. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Monday, October 16, 2017 4 :21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 2017, at 4:15 PM, Mango ld, Donna wrote: Hope to have something back to you by 6. Head's up that we are finding a gap in 04141468. details as soon as we get it confirmed. I wil l send Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000125 Document ID: 0.7.483.7333 Mangold, Donna From : Mangold, Donna Sent: Monday, October 16, 2017 5:18 PM To : Denn is M. Cariello Cc: Subject: John.Przypyszny@dbr.com; Frola, Michael; Richard Them RE: edmc Was out of my office for a bit - Richard called & I will return the call. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Monday, October 16, 2017 4 :21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 2017, at 4:15 PM, Mango ld, Donna wrote: Hope to have something back to you by 6. Head's up that we are finding a gap in 04141468. details as soon as we get it confirmed. I wil l send Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000126 Document ID: 0.7.483.19119 Denni s M . cariello From : Dennis M. Carie llo Sent : Monday, October 16, 2017 5:32 PM To : Mangold, Donna Subject : RE: edmc Just making sure- providing the certified copy is not a condition to closing, right? We will just need to provide the copy by November 15 -as was in the letter yesterday, right? Thanks, Dennis From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] Sent: Monday, October 16, 2017 5: 18 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com;Frola, Michael; Richard Them Subject: RE: edmc Was out of my office for a bit- Richard called & I will return the call. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Monday, October 16, 2017 4:21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of t he LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 2017, at 4 :15 PM, Mangold, Don na wrote : Hope to have something back to you by 6. Head's up t hat we are fi nding a gap in 04141468. details as soon as we get it confirmed. I will send Donna Mangold 202-453-6710 EXT-19-1492-A-000127 Document ID: 0.7.483.7334 This email has been scanned by the Symantec Emai l Security.cloud service . For more infom1ation please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please v isit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000128 Document ID: 0.7.483.7334 Mangold, Donna From : Mangold, Donna Sent: Monday, October 16, 2017 5:37 PM To : Dennis M. Cariello Cc: Frola, Michael Subject: RE: edmc Not a condition to closing - but a condition to continuing partic ipation that must be provided by 11/15. From: Dennis M. Cariello [mailto:dennis.cariel lo@hmbr.com] Sent: Monday, October 16, 2017 5:32 PM To: Mangold, Donna Subject: RE: edmc Just making sure- providing the certified copy is not a condition to closing, right? We wi ll just need to provide the copy by November 15 - as was in the letter yesterday , right? Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Monday, October 16, 2017 5: 18 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: RE: edmc Was out of my office for a bit- Richard called & I will return the call. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Monday, October 16, 2017 4:21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 2017, at 4:15 PM, Mango ld, Donna wrote: EXT-19-1492-A-000129 Document ID: 0.7.483.7336 Hope to have something back to you by 6. Head's up that we are finding a gap in 04141468. I will send details as soon as we get it confirmed. Donna Mangold 202-453-6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000130 Document ID: 0.7.483.7336 Mangold, Donna From : Mangold, Sent: Monday, October 16, 2017 5:39 PM To : Denn is M. Cariello Cc: Frola, Michael Subject: RE: edmc Donna And I shou ld add: a condition to fina l approval of the CID/Conversion. From: Mangold, Donna Sent: Monday, October 16, 2017 5:37 PM To: 'Dennis M. Cariello' Cc: Frola, Michael Subject: RE: edmc Not a condition to closing - but a condition to continuing partic ipation that must be provided by 11/15. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 5:32 PM To: Mangold, Donna Subject: RE: edmc Just making sure- providing the certified copy is not a condition to closing, right? We will just need to provide the copy by November 15 - as was in the letter yesterday, right? Thanks, Dennis From: Mangold, Donna [ mailto:Donna .Manqold@ed.gov] Sent: Monday, October 16, 2017 5: 18 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: RE: edmc Was out of my office for a bit- Richard called & I will return the call. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 4:21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks EXT-19-1492-A-000131 Document ID: 0.7.483.7337 Dennis Sent from my iPhone On Oct 16, 2017, at 4:15 PM, Mango ld, Donna wrote: Hope to have something back to you by 6. Head's up that we are finding a gap in 04141468. I wil l send details as soon as we get it confirmed. Donna Mangold 202 -453 -6710 This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit htn,://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit htn,://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit htn,://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit htn,://www.symanteccloud .com EXT-19-1492-A-000132 Document ID: 0.7.483.7337 Mangold, Donna From : Mangold, Sent: Monday, October 16, 2017 5:39 PM To : Denn is M. Cariello Cc: Frola, Michael Subject: RE: edmc Donna And I shou ld add: a condition to fina l approval of the CID/Convers ion. From: Mangold, Donna Sent: Monday, October 16, 2017 5:37 PM To: 'Dennis M. Cariello' Cc: Frola, Michael Subject: RE: edmc Not a condition to closing - but a condition to continuing partic ipation that must be provided by 11/15. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 5:32 PM To: Mangold, Donna Subject: RE: edmc Just making sure- providing the certified copy is not a condition to closing, right? We will just need to provide the copy by November 15 - as was in the letter yesterday, right? Thanks, Dennis From: Mangold, Donna [ mailto:Donna .Manqold@ed.gov] Sent: Monday, October 16, 2017 5: 18 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: RE: edmc Was out of my office for a bit- Richard called & I will return the call. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 4:21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks EXT-19-1492-A-000133 Document ID: 0.7.483.19124 Dennis Sent from my iPhone On Oct 16, 2017, at 4:15 PM, Mango ld, Donna wrote: Hope to have something back to you by 6. Head's up t hat we are finding a gap in 04141468. I wil l send details as soon as we get it confirmed. Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Emai l Security.cloud service. For more informa tion please v isit htn,://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit htn,://www.symanteccloud .com This email has been scanned by the Syman tec Email Security.cloud service . For more information please visit htn,://www.symanteccloud .com This ema il has been scanned by the Symantec Ema il Security.cloud service. For more information please visit htn,://www.symanteccloud .com EXT-19-1492-A-000134 Document ID: 0.7.483.19124 Denni s M . cariello From : Dennis M. Carie llo Sent : Monday, October 16, 20 17 5:45 PM To : Mangold, Donna Cc: Frola, Michael Subject : RE: edmc Right-we work. can close the transaction, but after closing we will need to provide the duplicates -- by 11/15 . That should Dennis From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Monday, October 16, 2017 5:39 PM To: Dennis M. Cariello Cc: Frola, Michael Subject: RE: edmc And I should add: a condition to final approval of the CIO/Conversion. From: Mangold, Donna Sent: Monday, October 16, 2017 5:37 PM To: 'Dennis M. Cariello' Cc: Frola, Michael Subject: RE: edmc Not a condition to closing- but a condition to continuing participation that must be provided by 11/15. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Monday, October 16, 2017 5:32 PM To: Mangold, Donna Subject: RE: edmc Just making sure - provid ing the certified copy is not a condition to closing, right? We will just need to provide the copy by November 15 - as was in the letter yesterday , right? Thanks, Dennis From: Mangold, Donna [mailto:Donna.Manqold@ed.gov] Sent : Monday, October 16, 2017 5: 18 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: RE: edmc Was out of my office for a bit- Richard called & I will ret urn the call. EXT-19-1492-A-000135 Document ID: 0.7.483.7335 From : Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Se nt: Monday, October 16, 2017 4 :21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 2017, at 4 :15 PM, Mangold, Don na wrote : Hope to have something back to you by 6. Head's up that we are finding a gap in 04141468. details as soon as we get it confirmed. I will send Donna Mangold 202-453-6710 This emai l has been scanned by the Symantec Emai l Security.cloud service . For more infom1ation please visit http://www .symantecclo ud.com This email has been scanned by the Syman tec Emai l Security.cloud service . For more information please visit http ://www .symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symantecclo ud.com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http://www.symantecclo ud.com EXT-19-1492-A-000136 Document ID: 0.7.483.7335 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000137 Document ID: 0.7.483.7335 Mangold, Donna From : Mangold, Donna Sent: Monday, October 16, 2017 5:47 PM To: Denn is M. Cariello Subject : RE: edmc Ok sending you a response now. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 5:45 PM To: Mangold, Donna Cc: Frola, Michael Subject: RE: edmc Right - we can close the transaction, but after closing we will need to provide the duplicates -- by 11/15. That should work. Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Monday, October 16, 2017 5:39 PM To: Dennis M. Cariello Cc: Frola, Michael Subject: RE: edmc And I shou ld add: a condition to fina l approval of the CIO/Conversion . From: Mangold, Donna Se nt: Monday, October 16, 2017 5:37 PM To : 'Dennis M. Cariello' Cc: Frola, Michael Subject: RE: edmc Not a condition to closing- but a condition to continuing participation that must be provided by 11/15. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Monday, October 16, 2017 5:32 PM To: Mangold, Donna Subject: RE: edmc Just making sure - provid ing the certified copy is not a condition to closing, right? We wi ll just need to provide the copy by November 15 - as was in the letter yesterday , right? Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Monday, October 16, 2017 5:18 PM EXT-19-1492-A-000138 Document ID: 0.7.483.7338 To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: RE: edmc Was out of my office for a bit- Richard called & I will return the call. From: Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Se nt: Monday, October 16, 2017 4:21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subject: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and the one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 2017, at 4:15 PM, Mango ld, Donna wrote: Hope to have something back to you by 6 . Head's up that we are finding a gap in 04141468. details as soon as we get it confirmed. I will send Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit htn, ://www .symantecclo ud.com EXT-19-1492-A-000139 Document ID: 0.7.483.7338 This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000140 Document ID: 0.7.483.7338 Denni s M . cariello From : Dennis M. Carie llo Sent : Monday, October 16, 20 17 5:56 PM To : Mangold, Donna Subject : Re: edmc Thanks Sent from my i Phone On Oct 16, 20 17, at 5 :47 PM, Ma ngo ld, Donna wrote: Ok sending you a response now. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 5:45 PM To: Mangold, Donna Cc: Frola, Michael Subject: RE: edmc Right -we can close the transaction, but after closing we will need to provide the dup licates -- by 11/15. That should work. Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Monday, October 16, 2017 5:39 PM To: Dennis M. Cariello Cc: Frola, Michael Subject: RE: edmc And I should add: a condition to final approval of the CIC/Conversion. From: Mangold, Donna Sent: Monday, October 16, 2017 5:37 PM To: 'Dennis M. Cariello' Cc: Frola, Michael Subject: RE: edmc Not a condition to closing- but a condition to continuing participation that must be provided by 11/15 . From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 5:32 PM To: Mangold, Donna Subject: RE: edmc Just making sure- providing the certified copy is not a condition to closing, right? We will just need to provide the copy by November 15 - as was in the letter yesterday, right? EXT-19-1492-A-000141 Document ID: 0.7.483.734 1 Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Ma ngold@ed.gov] Sent: Monday, October 16, 2017 5: 18 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subj ect: RE: edmc Was out of my office for a bit- Richard called & I will return the call. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Monday, October 16, 2017 4:21 PM To: Mangold, Donna Cc: Dennis M. Cariello; John.Przypyszny@dbr.com; Frola, Michael; Richard Them Subj ect: Re: edmc Donna - would you like for Richard Them to give you a call? He is the financial aid director and t he one that keeps all of the LCsfor the company and was on the call today. We are happy to do whatever we can to help Let me know Thanks Dennis Sent from my iPhone On Oct 16, 20 17, at 4:15 PM, Mangold, Donna wrote: Hope to have something back to you by 6 . Head's up that we are finding a gap in I will send details as soon as we get it confirmed. 04141468. Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symantecclo ud.com EXT-19-1492-A-000142 Document ID: 0.7.483.7341 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http :// www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000143 Document ID: 0.7.483.7341 Mangold, Donna From : Mangold, Donna Sent: Monday, October 16, 2017 6:17 PM To: Denn is M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley , Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have ident ified one amendment to BNP PARIBASLOC#04141468 (former ly LOC #91892434) that is missing in our records: Date Reason for Ame nd ment March 9, 2009 Amendment No . 4 Expiration Date Amended and LOC increased by $28,605,772 Exp iration Date/New Amount June 30 2010 $ 120 ,524,722 Numbe r of pages Two pagesinc lud ing Schedu le A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15 -1 7 12:58 pm email), the Department wi ll require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017. Please be advised that compliance with this requirement is a condition to continued participation, and to the Department's final approval of the CIO and the conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No.2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber- I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (former ly LOC#91892434) that was not referenced in the pdf you sent to us yesterday : December 13, 2012 Two Clients listed - Education Mana ge ment , LLC LOC # 91892434 and Constellation Energy Commodities Group, Inc . LOC #0411 0918 . Decreased LOC by $36, 422 ,007 $148 ,577,993 Two pag es I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week. Donna EXT-19-1492-A-000144 DocumentID: 0.7.483.7345 Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr .com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No . 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to t he lett ers of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to d iscuss the process and t iming for LCrelease/payment of the DOJ sett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to t he Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions. Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the f irst tab "sources and uses") and that the paymen t to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo . 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis EXT-19-1492-A-000145 Document ID: 0.7.483.7345 From : Dennis M. Cariello Sent: Sunday, October 15, 2017 2: 18 PM To : 'Mangold, Donna' Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF LOC confirmation Donna -we are pulling tha t together now. Should send shortly. And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna.Mango ld@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC - DCF LOC confirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com) Subject: RE: EDMC - DCF LOC confirmation Donna , Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can ta lk anytime today . Thanks, Dennis From: Mangold, Donna [ mailto:Donna .Mangold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely . Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools . However, our confirmat ion is based on a modification of the EXT-19-1492-A-000146 Document ID: 0.7.483.7345 language of the Octobe r 12 th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) - this LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LC requ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequiremen t . 2. Regarding the existing LOCin the amount of $68 ,903 ,044 .50 (and any amendments thereto)-Until it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with pr ior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5 ,340,918). However, the release of the collat eral securing this LOCis expressly subject to t he direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is further subject to confirmation from DOJ as to the outstanding amount. The Draft consent and Acknowl edgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 thereto) -this LOCw ill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. (and any amendments This confirmation supplements , and does not replace, the requirements set forth in Mike Frola's October 5, 2017 lett er. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable . Mike, EXT-19-1492-A-000147 Document ID: 0.7.483.7345 Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the lette r of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter . At this time, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outl ined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement. 3 . Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the rema ining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967 ,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on fi le can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptab le, and that the transact ion closes on Monday, a lender representative wil l provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE' s acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-ma il and would ask that you coordinate w ith him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6 . Upon the receipt and resolution of the close out audits for the EDMC institutions , ED will promptly rerun updated LOCamounts for the EDMC institutions to determ ine if the EDMC port ions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continu ing t ime and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606 - 2442 (N ew Number) EXT-19-1492-A-000148 Document ID: 0.7.483.7345 This email has been scanned by the Syman tec Em ail Secur ity.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Syman tec Em ail Secur ity.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000149 Document ID: 0.7.483.7345 Przypyszny, John R. From : Przypyszny, John R. Sent: Tuesday, October 17, 2017 10:07 AM To : Mangold, Donna ; Dennis M . Cariello Cc: Them, Richard; Frola, Michae l; Finley, Steve; Ronald L.Holt(rholt@rousefrets.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question . In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that this is a true and correct copy of the amendment sufficient? Thanks again for all your help w ith th is. John John R. Przypyszny Drink er Biddle & Reat h LLP 1500 K Street, N.W. Washington, DC 20005 -1209 (202) 842-8858 office (202) 842 -8465 fax (571)216-0155 mobile John .Przypyszny@dbr.com www.drink erb iddl e.co m From: Mangold, Donna [mai lt o:Donna.Mangold@ed .gov ] Sent: Monday, October 16, 2017 6:17 PM To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt(rholt@rousefrets .com) Subject: RE:EDMC - DCF- RE:Condit ion 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments , and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have ident ified one amendment to BNP PARIBAS LOC#04141468 (formerly LOC #91892434) that is missing in our records : Date Reaso n for Ame ndm ent Expiration Date/New Amount Numbe r of pages EXT-19-1492-A-000150 Document ID: 0.7.483.7350 March 9, 2009 Amendment No. 4 Exp iration Date Ame nded and LOC increased by $28,605,772 June 30 20 10 Two pages includ ing Schedu le $ 120 ,524 ,722 A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department wi ll require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017 . Please be advised that compl iance with this requirement is a condition to continued participation, and to the Department's final approval of the CIO and the conversion . Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No.2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent . However, please insure that the reference is to the current LOCnumber-I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (former ly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: December 13, 2012 Two Clients listed - Education Management, LLC LOC #91892434 and Constellation Energy Commodities Group , Inc. LOC #04110918 . Decreased LOC by $36 ,422 ,007 $ 148,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Ma ry land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202 -453 -6710 From : Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: EXT-19-1492-A-000151 Document ID: 0.7.483.7350 • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No . 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested . Finally, attached is an excel spreadsheet I prepared that lists the OPEi Os/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo . 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collate ral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions . Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "so u rces and uses") and that the payment to the DOJ is the first payment to be wi red by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna - we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC - DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] EXT-19-1492-A-000152 Document ID: 0.7.483.7350 Se nt: Sunday,October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypysznv@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subj ect: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today . Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent : Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypysznv@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOCnumbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin t he amount of $102,168,215 (and any amendments thereto)- t his LOC remains in place unmodif ied as to amount, mat urity or ot herwise until replaced as set forth in No. 4 below . The Department accepts t his LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. The Department will accept t he remaining portion of this LOCequal to $9,543,886 to sat isfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in the amount of $68 ,903,044 .50 (and any amendments thereto) -Un t il it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent w ith prior amendments to $5,340,918 to satisfy the remaining port ion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is fu rther subject to confirmation from DOJ as to the outstanding amount. The Draft conse nt and Acknowl edgement should be further revised to delete the specific ref erence to the LDC#. 3. Regarding the existing LOCin t he amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCwill be cancelled and released. EXT-19-1492-A-000153 Document ID: 0.7.483.7350 4 . New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEi DS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Depart ment of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHt ransaction. I am wr iting to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he letters or credit immedia t ely upon closing consistent with the terms of your October 5, 2017 letter. At this t ime, t he transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in t he amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or pr ior t o May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Att ached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EXT-19-1492-A-000154 Document ID: 0.7.483.7350 EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on fi le can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-m ail and would ask that you coordinate wi t h him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon t he receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for t he EDMC institut ions to determ ine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Educat ion Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com This ema il has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud.com Th is email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000155 Document ID: 0.7.483.7350 ************************************** Drinker Biddle & Reath LLPis a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ********************************** **** This message contains information which may be confidential and privileged. Unless you are the intend ed addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000156 Document ID: 0.7.483.7350 M angold, Donna From : Mangold, Donna Se nt : Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R.; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets Subje ct : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) .com) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwiths t anding language to the contrary in original LOC# 91892434 (now #04141468), which language would require t he Department to present all original amendments (and the original LOC)for any draws. From: Przypyszny,John R. [mailto:John.Przypyszny@dbr.com ] Sent: Tuesday,October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rho lt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question. In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that this is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street , N.W. Washington , DC 20005-1209 (202 ) 842 -8858 offi ce (202) 842 -8465 f ax (57 1) 2 16-0 155 mobil e John .Przypys zny@dbr.com www.drinkerb iddle .com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Se nt: Monday, October 16, 2017 6:17 PM To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) EXT-19-1492-A-000157 Document ID: 0.7.483.7349 Subject: RE:EDMC - DCF- RE: Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOC records and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records : Date Reason for Amendment March 9, 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 Expirat ion Date/New Amount June 30 2010 $120,524,722 Number of pages Two pages including Schedule A In exchange for relieving the parties from complying with Condition No . 4 (set forth in my 10-15 - 17 12 :58 pm email), the Department will require EDMC to take wha t ever st eps are necessary to cause BNP PARIBAS to issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017. Please be advised that compliance with this requirement is a condition t o continued participation, and to the Department's fina l approval of the CIO and the conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No .2 (in my same e-mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber- I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yeste rday: December 13, 2012 Two Clients listed - Education Management, LLC LOC #91892434 and Constellation Energy Commodities Group, Inc. LOC #04110918 . Decreased LOC by $36 ,422 ,007 $148,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me lat er this wee k. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 EXT-19-1492-A-000158 Document ID: 0.7.483.7349 From : Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No . 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEIDs/lnstitutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbe rs. Given the forego ing - and I respect that you will want to review and confirm this - can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJ sett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that t hat upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the paymen t to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna - we are pulling that together now . Should send shortly. And t hank you for the suggest ion. Dennis EXT-19-1492-A-000159 Document ID: 0.7.483.7349 From : Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent : Sunday,October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From : Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From : Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Se nt: Sunday,October 15, 2017 12:48 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have phys ical access to t he LOCs and the ir var ious amendments, and there seems t o be some discrepancy in the LOC numbe rs you have identified and the records we can access remotely . Nevertheless, we can confi rm the outl ine of the plan set forth in the e-mail below for the release and amendment of LOCso n file for the EDMC schools . Howeve r, ou r confirmation is based on a modification of the language of the Octobe r 12 th e-mail, and is subjec t to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) - this LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement . 2. Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments thereto) -Un t il it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent EXT-19-1492-A-000160 Document ID: 0.7.483.7349 with prior amendments to $5,340,918 to satisfy the rema ining portion of the EDMC LCrequirement ($5,340,918) . However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as othe rwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday) . This is further subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCw ill be cancelled and released. 4. New LOC(s) must be issued no later t han November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confi rmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavai lable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the lette rs or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amoun t, maturity or otherwise until replaced/amended on or prior t o May 31, 2018. DOEaccepts this LOC as sat isfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. EXT-19-1492-A-000161 Document ID: 0.7.483.7349 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of th e letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptab le, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday . On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing t ime and attention on this matter . Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000162 Document ID: 0.7.483.7349 This ema il has been scanned by the Syman tec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud .com This ema il has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www. symanteccloud .com ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsib le for the firm's Princeton office is Jonathan I. Epstein , and the partner respons ible for the fmn's Florham Park office is Andrew B. Joseph. ************************************** Th is message contains information which may be confide ntial and privileged. Un less you are the inten ded addressee (or authorized to receive for the intended addressee) , you may not use, copy or d isclose to anyone the message or any information contained in the message . If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and de lete the message. Thank you very much. ************************************** EXT-19-1492-A-000163 Document ID: 0.7.483.7349 Mangold, Donna From : Mangold, Donna Sent: Wednesday, October 18, 2017 9:16 AM To: Dennis M. Cariello Subject : RE: Are you working on Yep. I am actively working on it right now . I just requested a received some additional documents last week. -----Origin al Message----From: Dennis M . Cariello [mailto:denn is.cari ello@hmbr .com] Sent: Wednesday, October 18, 2017 9:15 AM To: Mangold, Donna Subject: Are you working on The Columbia college Hollywood - Tribeca Flashpoint transaction? Thanks, Dennis Sent from my i Phone This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com _____________ _ EXT-19-1492-A-000164 Document ID: 0.7.483.7352 Denni s M . cariello From: Dennis M. Cariello Sent: Wednesday, October 18, 2017 9:18 AM To: Mangold, Donna Subject : Re: Are you working on Is that all you need to do the pre-acq? Any sense when the pre-acq will be done? Ballpark is fine Thanks Dennis Sent from my i Phone > On Oct 18, 2017, at 9:15 AM, Mangold, Donna wrote: > > Yep. I am actively working on it right now . I just requested a received some additional documents last week. > > -----Origi nal Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hm br .com] > Sent: Wednesday, October 18, 2017 9:15 AM > To: Mangold, Donna > Subject: Are you working on > > The Columbia college Hollywood - Tribeca Flashpoint transaction? > > Thanks, > > Dennis > > Sent from my iPhone > > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com _____________ > > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com > This email has _ > This email has > _____________ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ _ EXT-19-1492-A-000165 Document ID: 0.7.483.735 1 EXT-1 Document ID: M angold, Donna From : Mangold, Donna Sent : Wednesday, October 18, 2017 9:21 AM To: Dennis M. Cariello Subject : RE: Are you working on Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/Clos & I have several in active review right now. But ... my effort to do FIFO got upended by ... oh you know, deals like EDMC and Kaplan. -----Original Message----From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Wednesday, October 18, 2017 9:18 AM To: Mangold, Donna Subject: Re: Are you working on Is that all you need to do the pre-acq? Any sense when the pre-acq will be done? Ballpark is fine Thanks Dennis Sent from my i Phone > On Oct 18, 2017, at 9:15 AM, Mangold, Donna wrote : > > Yep. I am actively working on it right now. I just requested a received some additional documents last week. > > -----Original Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Wednesday, October 18, 2017 9:15 AM > To: Mangold, Donna > Subject: Are you working on > > The Columbia college Hollywood - Tribeca Flashpoint transaction? > > Thanks, > > Dennis > > Sent from my iPhone > > > This email has been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com --------------------------------- EXT-19-1492-A-000167 Document ID: 0.7.483.7353 > --------------------------------> > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com > --------------------------------- > This email has This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ EXT-19-1492-A-000168 Document ID: 0.7.483.7353 Dennis M . cariello From: Dennis M. Cariello Sent: Wednesday, October 18, 2017 9:24 AM To: Mangold, Donna Cc: Dennis M. Cariello Subject: Re: Are you working on You have other stuff to do? The Presdient is been calling me and getting worried about it. Do you think next week is a reasonable estimate? Just want to walk him off the ledge :) Dennis Sent from my i Phone > On Oct 18, 2017, at 9:21 AM, Mangold, Donna wrote: > > Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/Clos & I have several in active review right now . But ... my effort to do FIFO got upended by ... oh you know, deals like EDMC and Kaplan. > > -----Origi nal Message----> From: Dennis M . Cariello [mailto:dennis.cariello@hm br .com] > Sent: Wednesday, October 18, 2017 9:18 AM > To: Mangold, Donna > Subject: Re: Are you working on > > Is that all you need to do the pre-acq? Any sense wh en the pre-acq will be done? Ballpark is fine > > Thanks > > Dennis > > Sent from my iPhone > » On Oct 18, 2017, at 9:15 AM, Mangold, Donna wrote: >> »Yep.I am actively working on it right now. I just requested a received some additional documents last week . >> » -----Original Message----» From: Dennis M. Cariello [mailto:denn is.cariello@hmbr.com] » Sent: Wednesday, October 18, 2017 9:15 AM >> To: Mangold, Donna » Subject: Are you working on EXT-19-1492-A-000169 Document ID: 0.7.483.7354 >> » The Columbia college Hollywood - Tribeca Flashpoint transaction? >> » Thanks, >> » Dennis >> » Sent from my i Phone >> » --------------------------------- been scanned by the Symantec Email Security.cloud service. » For more information please visit http://www.symanteccloud >> >> >> This email has .com --------------------------------- » --------------------------------- been scanned by the Symantec Email Security.cloud service. » For more information please visit http://www.symanteccloud >> > » This email has .com --------------------------------- > been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud.com > This email has --------------------------------- _____________ _ > > been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com > This email has --------------------------------- > _____________ This email has been scanned by the Symantec Email Security.cloud service. _____________ For more information please visit http://www.symanteccloud.com _ _ EXT-19-1492-A-000170 Document ID: 0.7.483.7354 M angold, Donna From : Mangold, Donna Sent : Wednesday, October 18, 2017 9:34 AM To: Dennis M. Cariello Subject : RE: Are you working on Dennis -- I have at least four lawyers asking me the same thing every day about a client who is perceiving existential threat. Frankly, if I hadn't had to re-pivot and deal with EDMC over the past several days, I would be further along on a few of these. I am working as fast as I can, and I am getting pulled off of things constantly to deal with front office questions as they try to get up to speed - and oh, some changing deals. Just walk him off the ledge. I cannot give you any reasonable estimate that it will be next week. I can only say it is in my active review stack. Also, when SF requested more information from Columbia in early October (or late September) I think it took about ten days to receive. -----Original Message----From: Dennis M. Cariello [mailto:dennis .cariello@hmbr .com] Sent: Wednesday, October 18, 2017 9:24 AM To: Mango ld, Donna Cc: Dennis M . Cariello Subject : Re: Are you working on You have other stuff to do? The Presdient is been calling me and getting worried about it. Do you think next week is a reasonable estimate? Just want to walk him off the ledge :) Dennis Sent from my i Phone > On Oct 18, 2017, at 9:21 AM, Mangold, Donna wrote: > > Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/Clos & I have several in active review right now. But ... my effort to do FIFO got upended by ... oh you know, deals like EDMC and Kaplan. > > ----- Original Message----> From: Dennis M . Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Wednesday, October 18, 2017 9:18 AM > To: Mangold, Donna > Subject: Re: Are you working on > > Is that all you need to do the pre-acq? Any sense when the pre-acq > will be done? Ballpark is fine > > Thanks EXT-19-1492-A-000171 Document ID: 0.7.483.7355 > > Dennis > > Sent from my iPhone > » On Oct 18, 2017, at 9 :15 AM , Mangold, Donna wrote: >> » Yep. I am actively working on it right now. I just requested a received some additional documents last week. >> » -----Original Message----» From: Dennis M . Cariello [mailto:dennis.cariello@hmbr.com] » Sent: Wednesday, October 18, 2017 9:15 AM » To: Mangold, Donna » Subject: Are you working on >> » The Columbia college Hollywood - Tribeca Flashpoint transaction? >> >> Thanks, >> » Dennis >> » Sent from my i Phone >> >>--------------------------------»_This been scanned by the Symantec Email Security.cloud >> service. » For more information please visit http://www .symanteccloud .com >> ------------------------------->> » -------------------------------been scanned by the Symantec Email Security.cloud >> service . » For more information please visit http://www.symanteccloud .com >> -------------------------------> > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud .com > --------------------------------> > --------------------------------been scanned by the Symantec Email Security.cloud service. > For more information please visit http://www.symanteccloud .com > ------------- -------- -------- email has >> >> This email has >> > This email has > This email has This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud .com _____________ _ EXT-19-1492-A-000172 Document ID: 0.7.483.7355 Dennis M . cariello From: Dennis M. Cariello Sent: Wednesday, October 18, 2017 9:40 AM To: Mangold, Donna Cc: Dennis M. Cariello Subject: Re: Are you working on Okay. I totally understand. I think they will be comforted that it 's being looked at. From the outside, the DOE is this a box no one can see into . I try to demystify it for schools, but the lack of understanding breeds worry . This is helpful though . And I appreciate you letting me know . Thanks Dennis Sent from my i Phone > On Oct 18, 2017, at 9:34 AM, Mangold, Donna wrote: > > Dennis -- I have at least four lawyers asking me the same thing every day about a client who is perceiving existential threat. Frankly, if I hadn't had to re-pivot and deal with EDMC over the past several days, I would be further along on a few of these. I am working as fast as I can, and I am getting pulled off of things constantly to deal with front office questions as they try to get up to speed - and oh, some changing deals . Just walk him off the ledge. I cannot give you any reasonable estimate that it will be next week. I can only say it is in my active review stack. Also, when SF requested more information from Columbia in early October (or late September) I think it took about ten days to receive . > > -----Origi nal Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Wednesday, October 18, 2017 9:24 AM > To: Mangold, Donna > Cc: Dennis M. Carie llo > Subject: Re: Are you working on > > You have other stuff to do? > > The Presdient is been calling me and getting worried about it. Do you think next week is a reasonable estimate? Just want to walk him off the ledge:) > > Dennis > > Sent from my iPhone > » On Oct 18, 2017, at 9:21 AM, Mangold, Donna wrote: >> EXT-19-1492-A-000173 Document ID: 0.7.483.7356 >> Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/C los & I have several in active review right now. But ... my effort to do FIFO got upended by ... oh you know, deals like EDMC and Kaplan . >> » -----Original Message----» From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] » Sent: Wednesday, October 18, 2017 9:18 AM » To: Mangold, Donna » Subject: Re: Are you working on >> » Is that all you need to do the pre-acq? Any sense when the pre-acq » will be done? Ballpark is fine >> » Thanks >> » Dennis >> » Sent from my i Phone >> »> On Oct 18, 2017, at 9:15 AM, Mangold, Donna wrote: >>> »> Yep. I am actively working on it right now. I just requested a received some additional documents last week. >>> »> -----Original Message----»> From: Dennis M. Cariello [mailt o:dennis.cariello@hmbr.com] »> Sent: Wednesday, October 18, 2017 9:15 AM >>> To: Mangold , Donna »> Subject: Are you working on >>> »> The Columbia college Hollywood - Tribeca Flashpoint transaction? >>> >>> Thanks, >>> >>> Dennis >>> »> Sent from my i Phone >>> >>> --------------------------------»>_This has been scanned by the Symantec Email Security .cloud >>> service. »> For more information please visit http://www.symanteccloud >>> >>> email .com -------------------------------- >>> -------------------------------has been scanned by the Symantec Email Security .cloud >>> service. »> For more information please visit http://www.symanteccloud.com >>> ________________________________ >> >>> »> This email >>> EXT-19-1492-A-000174 Document ID: 0.7.483.7356 >> --------------------------------been scanned by the Symantec Email Security.cloud service. >> For more information please visit http://www.syma nteccloud .com >> -------------------------------->> >> This email has » --------------------------------- » This email has been scanned by the Symantec Email Security.cloud service. » For more information please visit http://www.symanteccloud .com >> --------------------------------> > --------------------------------been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com _____________ > This email has _ > >---------------------------------> been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com This email has > _____________ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ _ EXT-19-1492-A-000175 Document ID: 0.7.483.7356 Denni s M . cariello From: Dennis M. Cariello Sent: Wednesday, October 18, 2017 9:45 AM To: Mangold, Donna Subject : Re: Are you working on and you need I get some help! I do a bunch of deals, but nothing like doing dceh and Purdue at the same time . Once upon a time I remember telling Harold to staff up (and got money for him to do so). DPEfunctions much more like a law firm than he other divisions and there should be a corporate department and a litigation department (and maybe a bankruptcy lawyer). It's not fair to expect so much from one person. Dennis Sent from my i Phone > On Oct 18, 2017, at 9 :39 AM, Dennis M. Cariello wrote: > >Okay .I totally understand . I think they will be comforted that it's being looked at. From the outside, the DOE is this a box no one can see into. I try to demystify it for schools, but the lack of understanding breeds worry . > > This is helpful though . And I appreciate you letting me know. > > Thanks > > Dennis > > Sent from my iPhone > » On Oct 18, 2017, at 9:34 AM, Mangold, Donna wrote: >> » Dennis -- I have at least four lawyers asking me the same thing every day about a client who is perceiving existential threat . Frankly, if I hadn't had to re-pivot and deal with EDMC over the past several days, I would be further along on a few of these. I am working as fast as I can, and I am getting pulled off of things constantly to deal with front office questions as they try to get up to speed - and oh, some changing deals. Just walk him off the ledge . I cannot give you any reasonable estimate that it will be next week . I can only say it is in my active review stack. Also, when SF requested more information from Columbia in early October (or late September) I think it took about ten days to receive. >> >> -----Original Message----» From: Dennis M. Cariello [mailto :dennis.cariello@hmbr .com] » Sent: Wednesday, October 18, 2017 9:24 AM » To: Mangold, Donna » Cc: Dennis M. Cariello EXT-19-1492-A-000176 Document ID: 0.7.483.7358 » Subject: Re: Are you working on >> » You have other stuff to do? >> » The Presdient is been calling me and getting worried about it. Do you think next week is a reasonable estimate? Just want to walk him off the ledge:) >> >> Dennis >> » Sent from my i Phone >> »> On Oct 18, 2017, at 9:21 AM, Mangold, Donna wrote: >>> »> Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/CIOs & I have several in active review right now . But ... my effort to do FIFO got upended by ... oh you know, deals like EDMC and Kaplan. >>> »> -----Original Message----»> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] »> Sent: Wednesday, October 18, 2017 9:18 AM »> To: Mangold, Donna »> Subject: Re: Are you working on >>> >>> Is that all you need to do the pre-acq? Any sense when the pre-acq »> will be done? Ballpark is fine >>> »> Thanks >>> »> Dennis >>> >>> Sent from my i Phone >>> »» On Oct 18, 2017, at 9:15 AM, Mangold , Donna wrote: >>>> »>> Yep. I am actively working on it right now. I just requested a received some additiona l documents last week. >>>> »>> ----- Original Message----»» From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] »» Sent: Wednesday, October 18, 2017 9:15 AM »» To: Mangold, Donna >>>> Subject: Are you working on >>>> »» The Columbia college Hollywood - Tribeca Flashpoint transaction? >>>> >>>> Thanks, >>>> >>>> Dennis >>>> »» Sent from my iPhone EXT-19-1492-A-000177 Document ID: 0.7.483.7358 >>>> >>>> ---------------------------------email has been scanned by the Symantec Email Security.cloud >>>> service. »>> For more i nformation please visit http://www.symanteccloud.com >>>> --------------------------------->>>> »» This >>>> >>>> ---------------------------------email has been scanned by the Symantec Email Security.cloud >>>> service. »» For more information please visit http://www.symanteccloud.com >>>> --------------------------------->>> »» This >>>> >>> ----------------------------------»>This has been scanned by the Symantec Email Security .cloud service. »> For more information please visit http ://www.symanteccloud.com >>> --------------------------------->>> email >>> ---------------------------------has been scanned by the Symantec Email Security.cloud service. »> For more information please visit http://www.symanteccloud.com >>> --------------------------------->> »>This >>- --------------------------------been scanned by the Symantec Email Security.cloud service. » For more information please visit http://www.symanteccloud .com _____________ >> » ---------------------------------been scanned by the Symantec Email Security.cloud service. » For more information please visit http://www.symanteccloud .com » ___________ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ »This email email has _ » This email has _ _ EXT-19-1492-A-000178 Document ID: 0.7.483.7358 M angold, Donna From : Mangold, Donna Sent : Wednesday, October 18, 2017 10:00 AM To: Dennis M. Cariello Subject : RE: Are you working on I was in the process of drafting this when your "on point" message came in: as I said, I am the only person in the weeds on probably 99% of these, and Denise will continue to work them for her schools. I consult with Steve on a very high level. As to the opaque box -- to put it into perspective -- how many of you are out there working these conversion deals/ CIOs (with teams of lawyers behind you), FAD/FPRDreviews. Qui Tams, high-level program reviews? How many lawyer hours were involved in drafting all of the docs for EDMC/DCF or Kaplan/Purdue -- for which I am the principal legal reviewe r ? Denise, Steve and I are the bench against all of those teams of lawyers, with DPE's newer lawyers focusing on the FPRDs,QTs, and OHA appeals (but we have those too). For better or for worse, I am the only one with outside experience in the more "corporate" areas, but I am neither a corporate lawyer nor a bankruptcy lawyer. & I work with Sally on accreditation also, so I am heavily involved in the ACICSrecognition situation, and working with FSAto manage the ACICSschools situation . Yes, we desperately need to re-think how DPE is staffed given the scope of its work, but there is a hiring freeze . When we did hiring immediately after I was hired, I still didn't have an appreciation of the scope of the division's responsibilities and what skill sets would be appropriate. -----Original Message----From: Dennis M . Cariello [mailto:dennis.cariello@hmbr.com] Sent: Wednesday, October 18, 2017 9:45 AM To: Mangold, Donna Subj ect: Re: Are you working on and you need I get some help! I do a bunch of deals, but nothing like doing dceh and Purdue at the same time. Once upon a time I remember telling Harold to staff up (and got money for him to do so). DPEfunctio ns much more like a law firm than he other divisions and there should be a corporate department and a litigation department (and maybe a bankruptcy lawyer). It's not fair to expect so much from one person. Dennis Sent from my i Phone > On Oct 18, 2017, at 9:39 AM, Dennis M. Cariello wrote: > >Okay .I totally understand. I think they will be comforted that it's being looked at. From the outside, the DOE is this a box no one can see into . I try to demystify it for schools, but the lack of understanding breeds worry. EXT-19-1492-A-000179 Document ID: 0.7.483.7359 > > This is helpful though . And I appreciate you letting me know. > > Thanks > > Dennis > > Sent from my iPhone > » On Oct 18, 2017, at 9:34 AM, Mangold, Donna wrote: >> >> Dennis -- I have at least four lawyers asking me the same thing every day about a client who is perceiving existential threat. Frankly, if I hadn't had to re-pivot and deal with EDMC over the past several days, I would be further along on a few of these. I am working as fast as I can, and I am getting pulled off of things constantly to deal with front office questions as they try to get up to speed - and oh, some changi ng deals. Just walk him off the ledge . I cannot give you any reasonable estimate that it will be next week. I can only say it is in my active review stack. Also, when SF requested more information from Columbia in early October (or late September) I think it took about ten days to receive . >> » ----- Original Message----» From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] » Sent: Wednesday, October 18, 2017 9:24 AM » To: Mangold, Donna » Cc: Dennis M. Cariello » Subject: Re: Are you working on >> » You have other stuff to do? >> » The Presdient is been calling me and getting worried about it. Do » you think next week is a reasonable estimate? Just want to walk him » off the ledge :) >> >> Dennis >> >> Sent from my i Phone >> »> On Oct 18, 2017, at 9:21 AM, Mangold, Donna wrote: >>> »> Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/C los & I have several in active review right now. But ... my effort to do FIFOgot upended by ... oh you know, deals like EDMC and Kaplan. >>> »> -----Or iginal Message----»> From: Dennis M. Cariello [mai lto :dennis.cariello@hmb r.com] »> Sent: Wednesday, October 18, 2017 9 :18 AM »> To: Mangold, Donna »> Subject: Re: Are you working on >>> »> Is that all you need to do the pre-acq? Any sense when the pre-acq »> will be done? Ballpark is fine EXT-19-1492-A-000180 Document ID: 0.7.483.7359 >>> »> Thanks >>> »> Dennis >>> »> Sent from my i Phone >>> »» On Oct 18, 2017, at 9:15 AM, Mangold, Donna wrote: >>>> >>>> Yep. I am actively working on it right now. I j ust requested a received some additional documents last week. >>>> »» -----Orig inal Message----»» From : Dennis M . Cariello [mailto:dennis.cariello@hmbr.com] »» Sent: Wednesday, October 18, 2017 9:15 AM »» To: Mangold, Donna »>> Subject: Are you working on >>>> »» The Columbia college Hollywood - Tribeca Flashpoint transaction? >>>> >>>> Thanks, >>>> >>>> Dennis >>>> »» Sent from my iPhone >>>> This >>>> >>>> --------------------------------em a i I has been scanned by the Symantec Email »>> Security.cloud service. »» For more information please visit http://www.symanteccloud.com >>>> >>>> -------------------------------->>>> >>>> This >>>> -------------------------------->>>> em a i I has been scanned by the Symantec Email »>> Security.cloud service. »» For more information please visit http://www.symanteccloud.com >>>> >>>> -------------------------------->>>> >>> >>> --------------------------------has been scanned by the Symantec Email Security .cloud >>> service. >>> For more information please visit http://www.symanteccloud .com >>> -------------------------------->>> »> >>> --------------------------------has been scanned by the Symantec Email Security.cloud >>> service. »> For more information please visit http://www.symanteccloud .com >>> _________________________________ »> This email >>> This email >>> >> EXT-19-1492-A-000181 Document ID: 0.7.483.7359 >> -------------------------------been scanned by the Symantec Email Security .cloud >> service. » For more information please visit http://www.symanteccloud .com >> ------------------------------->> » _ This email has >> >>--------------------------------»_This been scanned by the Symantec Email Security.cloud >> service. » For more information please visit http://www.symanteccloud.com >> email has >> This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ EXT-19-1492-A-000182 Document ID: 0.7.483.7359 Denni s M . cariello From: Dennis M. Cariello Sent: Wednesday, October 18, 2017 10:07 AM To: Mangold, Donna Subject : Re: Are you working on Not that you need perspective on his, but my resume touts that I oversaw the division with the heaviest litigation and M&A docket . You need more help. It's not fair to anyone to keep the status quo. Let me see what I can do Dennis Sent from my i Phone > On Oct 18, 2017, at 9:59 AM, Mangold, Donna wrote : > > I was in the process of drafting this when your "on point" message came in: > > as I said, I am the only person in the weeds on probably 99% of these, and Denise will continue to work them for her schools. I consult with Steve on a very high level. > > As to the opaque box -- to put it into perspective -- how many of you are out there working these conversion deals/ CIOs (with teams of lawyers behind you), FAD/FPRDreviews . Qui Tams, high-level program reviews? How many lawyer hours were involved in drafting all of the docs for EDMC/DCF or Kaplan/Purdue -- for which I am the principal legal reviewer? Denise, Steve and I are the bench against all of those teams of lawyers , with DPE's newer lawyers focusing on the FPRDs,QTs, and OHA appeals (but we have those too). For better or for worse, I am the only one with outside experience in the more "corporate" areas, but I am neither a corporate lawyer nor a bankruptcy lawyer . & I work with Sally on accreditation also, so I am heavily involved in the ACICSrecognition situation, and working with FSAto manage the ACICS schools situation . Yes, we desperately need to re-think how DPE is staffed given the scope of its work, but there is a hiring freeze . When we did hiring immediately after I was hired, I still didn't have an appreciation of the scope of the division's responsibilities and what skill sets would be appropriate . > > > -----Original Message----> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] > Sent: Wednesday, October 18, 2017 9 :45 AM > To: Mangold, Donna > Subject: Re: Are you working on > > and you need I get some help! I do a bunch of deals, but nothing like doing dceh and Purdue at the same time . > EXT-19-1492-A-000183 Document ID: 0.7.483.7362 > Once upon a time I remember telling Harold to staff up (and got money for him to do so). DPEfunctions much more like a law firm than he other divisions and there should be a corporate department and a litigation department (and maybe a bankruptcy lawyer) . It's not fair to expect so much from one person. > > Dennis > > Sent from my iPhone > » On Oct 18, 2017, at 9:39 AM, Dennis M. Cariello wrote: >> »Okay.I totally understand. I think they will be comforted that it's being looked at. From the outside, the DOE is this a box no one can see into. I try to demystify it for schools, but the lack of understanding breeds worry. >> » This is helpful though . And I appreciate you letting me know. >> » Thanks >> >> Dennis >> » Sent from my i Phone >> »> On Oct 18, 2017, at 9:34 AM, Mangold, Donna wrote : >>> »> Dennis -- I have at least four lawyers asking me the same thing every day about a client who is perceiving existential threat. Frankly, if I hadn't had to re-pivot and deal with EDMC over the past several days, I would be further along on a few of these. I am working as fast as I can, and I am getting pulled off of things constantly to deal with front office questions as they try to get up to speed - and oh, some changing deals. Just walk him off the ledge. I cannot give you any reasonable estimate that it will be next week. I can only say it is in my active review stack. Also, when SF requested more information from Columbia in early October (or late September) I think it took about ten days to receive. >>> >>> -----Original Message----»> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] »> Sent: Wednesday, October 18, 2017 9 :24 AM »> To: Mangold, Donna »> Cc: Dennis M . Cariello »> Subject: Re: Are you working on >>> »> You have other stuff to do? >>> >>> The Presdient is been calling me and getting worried about it. Do»> you think next week is a reasonable estimate? Just want to walk him>» off the ledge:) >>> >>> Dennis >>> »> Sent from my i Phone >>> »» On Oct 18, 2017, at 9:21 AM, Mangold , Donna wrote: >>>> EXT-19-1492-A-000184 Document ID: 0.7.483.7362 »>> Hopefully soon. As you can imagine ... I am one person ... I am working all of these conversions/C los & I have several in active review right now. But ... my effort to do FIFO got upended by ... oh you know, deals like EDMC and Kaplan. >>>> »» -----O riginal Message----»» From : Dennis M. Cariello [mailto:dennis.cariello@hmb r.com] »» Sent: Wednesday, October 18, 2017 9:18 AM »>> To: Mangold, Donna »» Subject: Re: Are you working on >>>> »» Is that all you need to do the pre-acq? Any sense when the pre-acq »» will be done? Ballpark is fine >>>> »» Thanks >>>> >>>> Dennis >>>> »>> Sent from my iPhone >>>> »»> On Oct 18, 2017, at 9:15 AM, Mangold , Donna wrote: >>>>> »>» Yep. I am actively working on it right now. I just requested a received some additiona l documents last week. >>>>> >>>» -----O riginal Message----»»> From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] »»> Sent: Wednesday, October 18, 2017 9:15 AM »>» To: Mangold, Donna »>» Subject: Are you working on >>>>> »»> The Columbia college Hollywood - Tribeca Flashpoint transaction? >>>>> >>>>> Thanks, >>>>> >>>>> Dennis >>>>> »>» Sent from my iPhone >>>>> This >>>>> -------------------------------->>>>> em a i I has been scanned by the Symantec Email »»> Security.cloud service. »>» For more information please visit http ://www.symanteccloud.com >>»> >>>>> >>>>> >>>>> This >>>>> >>>>> em a i I has been scanned by the Symantec Email »>>> Security.cloud service. >>>» For more information please visit http ://www.symanteccloud.com >>»> >>>>> >>>>> -------------------------------->>>> >>>> >>>> This em a i I has been scanned by the Symantec Email Security.cloud>>» service. »» For more information please visit http://www.symanteccloud.com »» ___________ _ --------------------------------- --------------------------------- --------------------------------- EXT-19-1492-A-000185 Document ID: 0.7.483.7362 -------------------- >>>> >>>> >>>> - ----- ------- ------- -------- >»> email has been scanned by the Symantec Email Security.cloud»» service. »>> For more information please visit http://www.symanteccloud.com »>> __________ >>>> ------------------->>> >>> -------------------------------has been scanned by the Symantec Email Security.cloud»> service. >>> For more information please visit http://www.symanteccloud .com »> __________ >>> >>> >>> --------------------------------»>_This has been scanned by the Symantec Email Security.cloud»> service. »> For more information please visit http://www.symanteccloud .com »> ---------->>> »> This _ This email _ email --------------------> >--------------------------------->This been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com email has _____________ _ > >--------------------------------->This been scanned by the Symantec Email Security .cloud service. > For more information please visit http://www.symanteccloud.com email has > _____________ This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com _____________ _ _ EXT-19-1492-A-000186 Document ID: 0.7.483.7362 Przypyszny, John R. From : Przypyszny, John R. Sent : Wednesday, October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Carie llo (dennis.cariello@hmbr.com); Mangold, Donna Subje ct : Bank of America Letter of Credit Amendment (EDMC/DCEH) Att achment s: NOT SETScannedlmage082122 .pdf Them, Richard; Ronald L. Holt; Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH,I am sending you PDFcopy of the amendment to the Bank of America Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944.50 to $5,340,918.00. The amendment has an acknowledgement that the Department will need to execute. I am told you can sign and return the PDFversion, or I can bring the original of the amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842-8858 so that we can final ize arrangements for me to come to the Department to provide the original copy of the amendment, and to accept the return of the BNP Letter of Credit No. 04141402 which is in the amount of $22,967,981.50. Thank you again for your assistancewith this matter. Regards, John John R. Przypyszny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005 -1209 (202) 842-8858 office (202) 842 -8465 fa x (57 1)216-0 155 mobile John .Przypyszny @dbr.com www.drinkerb iddle .com ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message . EXT-19-1492-A-000187 Document ID: 0.7.483.7364 Thank you very much . ************************************** EXT-19-1492-A-000188 Document ID: 0.7.483.7364 Frola, Micha el From: Frola, Michael Sent : Wednesday, October 18, 2017 10:47 AM To : Przypyszny, John R. Cc: Dennis M . Carie llo (dennis .cariello@hmbr Mangold, Donna; Hill, Tiffany Subje ct : RE: Bank of America Letter of Credit Amendment .com); Them, Richard ; Ronald L. Holt ; (EDMC/DCEH) Thanks Jonathan. When did you want to come to t he Department to pick up the BNP Letter of Credit No. 04141402? - Mike From: Przypyszny,John R. [mailto :John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna Subject: Bank of America Letter of Credit Amendment (EDMC/DCEH) M ike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDFcopy of the amendment to the Bank of Ame rica Letter of Credit No. 68073794 , reducing the amo u nt of the Letter of Credit from $68,903 ,944 .50 to $5,340,918 .00 . The amendment has an acknow ledgement that the Department will need to execute. I am to ld you can sign and return the PDFversion, or I can bring the original of the amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842-8858 so that we can fina lize arrangements fo r me to come to the Depart ment to provide the orig inal copy of the amendment, and to accept the return of the BNP Letter of Credit No. 04 14 1402 which is in the amount of $22 ,967 ,981.50. Thank you again for your assistance with this matter . Regards, John John R. Przypysz ny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842 -8858 office (202) 842 -8465 fa x (571)216 -0155 mobile John.Przypyszn y@ dbr.com www.drinkerb iddle .com EXT-19-1492-A-000189 Document ID: 0.7.483.7366 ************************************** Drinker Biddl e & Reath LLP is a Delaware limited liability partnership. The partner responsible for the fmn's Princeton office is Jonathan I. Epstein , and the partner responsible for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confident ial and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000190 Document ID: 0.7.483.7366 Przypyszny, John R. From : Przypyszny, John R. Sent: Wednesday, October 18, 2017 10:56 AM To : Frola, Michael Cc: Dennis M. Carie llo (dennis.cariello@hmbr.com); Mangold, Donna; Hill, Tiffany Subject : RE: Bank of America Letter of Credit Amendment Them, Richard; Ronald L. Holt; (EDMC/DCEH) Mike, I can come over as early as this afternoon. However, I do not yet have the hard copy of the BofA Amendment. Are you ok just accepting the PDFof the amendment with the hard copy send directly to you by fed-ex by BofA, and then providing me with a copy of signed acknow ledgment when I pick up the BNP LC? Alternatively, if prefer I bring the hard copy of the BofA amendment, it will be tomorrow before I have that in hand. Let me know what you prefer. John From: Frola, Michae l [mailto:Michael.Frola@ed .gov] Sent: Wednesday, October 18, 2017 10:4 7 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.cariello@hmbr.com) ; Them, Richard ; Ronald L.Holt; Mangold, Donna ; Hill, Tiffany Subject: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonathan. When did you want to come to the Department to pick up the BNP Letter of Credit No. 04141402? - Mike From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna Subject: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDFcopy of the amendment to the Bank of America Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944.50 to $5,340,918.00. The amendment has an acknow ledgement that the Department will need to execute. I am told you can sign and return the PDFversion, or I can bring the original of the amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842-8858 so that we can final ize arrangements for me to come to the Department to provide the original copy of the amendment, and to accept the EXT-19-1492-A-000191 Document ID: 0.7.483.7369 return of the BNPLetter of Credit No. 04141402 which is in the amount of $22,967,981.50. Thank you again for your assistancewith this matter. Regards, John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005 -1209 (202) 842-8858 office (202) 842-8465 fax (571) 216-0155 mobile John .Przypyszny@dbr.com www.drinkerbidd le.com ************************************** Drink er Biddle & Reath LLP is a Delaware limited liability partnersh ip. The partner responsible for the fmn's Princeton office is Jonathan I. Epstein , and the partner responsible for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************* * EXT-19-1492-A-000192 Document ID: 0.7.483.7369 Frola, Micha el From: Frola, Michael Sent : Wednesday, October 18, 2017 11:36 AM To : Przypyszny, John R. Cc: Dennis M . Carie llo (dennis.cariello@hmbr Mangold, Donna; Hill, Tiffany Subject : RE: Bank of America Letter of Credit Amendment .com); Them, Richard; Ronald L. Ho lt; (EDMC/DCEH) John, I would prefer to sign the hard copy of the BofA amendment acknowledgement. We can arrange a time tomorrow to meet. Thanks, Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 10:56 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); T hem, Richard; Ronald L. Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, I can come over as early as this afternoon. However, I do not yet have the hard copy of the BofA Amendment. Are you ok just accepting the PDF of the amendment with the hard copy send directly to you by fed-ex by BofA, and then providing me with a copy of signed acknow ledgment when I pick up the BNP LC? Alternatively, if prefer I bring the hard copy of the BofA amendment, it will be tomorrow before I have that in hand. Let me know what you prefer. John From : Frola, Michae l [mailto :Michael.Frola@ed.gov ) Sent : Wednesday, October 18, 2017 10:4 7 AM To : Przypyszny, John R. Cc: Dennis M. Cariello (dennis.car iello@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rho lt@rousefrets .com >; Mangold, Donna ; Hill, Tif fany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonathan. When did you want to come to the Department to pick up the BNP Letter of Credit No. 04141402? -Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] EXT-19-1492-A-000193 Document ID: 0.7.483.737 1 Se nt: Wednesday,October 18, 2017 10:21 AM To : Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna Subj ect: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike , On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDF copy of the amendment to the Bank of Ame rica Letter of Credit No. 68073794, reducing t he amount of the Letter of Credit from $68,903,944.50 to $5,340,918.00. The amendment has an acknow ledgement that the Department will need to execute. I am told you can sign and return the PDFversion , or I can bring the original of t he amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842-8858 so that we can finalize arrangements fo r me to come to the Depart ment to provide the orig inal copy of the amendment, and to accept the return of the BNP Letter of Credit No . 04141402 which is in the amount of $22,967,981.50 . Thank you again for your assistance with this matter. Regards, John John R. Przypyszny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washing ton, DC 20005-1209 (202) 842 -8858 office (202) 842-8465 fa x (57 1)216 -0 155 mobile John .Przypyszny @dbr.com www.drinkerb iddle .com ************************************** Drink er Bidd le & R eath LLP is a Delaware limited liability partn ership. Th e partner responsib le for the finn 's Princ eton office is Jonathan I. Epst ein, and the partn er responsib le for the finn 's Florham Park offic e is Andr ew B . Joseph. ************************************** This message contains infom1ation which may be confidential and privileged. Un less you are the intend ed addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have rece ived the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Bidd le & R eath LLP is a Delaware limited liability partn ership . The partner responsibl e for the fmn 's Princ eton office is Jonathan I. Epst ein, and the partn er responsib le for the finn' s Florham Park offic e is Andr ew B . Joseph . ************************************** This message contains infom1ation which may be confidential and privilege d. U nless you are the intended EXT-19-1492-A-000194 Document ID: 0.7.483.7371 addressee (or authorized to receive for the intended addressee), you may not use, copy or disclos e to anyone the message or any infom1ation contained in the message . If you have rece ived the message in error, please advise the sender at Drinker Biddl e & Reath LLP by reply e-mail and delete the message . Thank you very much. ************************************** EXT-19-1492-A-000195 Document ID: 0.7.483.7371 Przypy szny, John R. From : Przypyszny, John R. Sent : Wednesday, October 18, 2017 11:46 AM To: Frola, Michael Cc: Dennis M. Carie llo (dennis .cariello@hmbr.com); Mangold, Donna ; Hill, Tiffany Subject : RE: Bank of America Letter of Credit Amendment Them, Richard ; Ronald L. Holt ; (EDMC/DCEH) Mike, That's fine. Can you meet at 2ETtomorrow? John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842 -8858 offi ce (202) 842 -8465 fa x (571)216-0 155 mobile John. Przypyszny @d b r.com www.drinkerb iddl e.com From: Frola, M ichael [mailto:M ichael.Frola@ed.gov ] Sent: Wednesday, October 18, 2017 11:36 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (denn is.cariello@hmbr .com) ; Them, Richard ; Ronald L.Ho lt; Mangold, Donna ; Hill, Tiffany Subject: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) John, I would prefer to sign the hard copy of the BofA amendment acknowledgement. We can arrange a time tomorrow to meet. Thanks, Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Se nt: Wednesday,October 18, 2017 10:56 AM To: Frola, Michael EXT-19-1492-A-000196 Document ID: 0.7.483.7376 Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, I can come over as early as this afternoon. However, I do not yet have the hard copy of the BofA Amendment . Are you ok just accepting the PDF of the amendment with the hard copy send directly to you by fed-ex by BofA, and then providing me wit h a copy of signed acknow ledgment when I pick up the BNP LC? Alternat ively, if prefe r I br ing t he hard copy of the BofA amendment, it will be tomorrow before I have that in hand. Let me know what you prefer . John From: Frola, Michae l [mailto:Michael.Frola@ed.gov ] Sent : Wednesday, October 18, 2017 10:47 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.cariello@hmbr .com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets .com >; Mangold, Donna ; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonathan. When did you want to come to t he Department to pick up the BNP Letter of Credit No. 04141402? -Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com ] Sent: Wednesday,October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna Subject: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDF copy of the amendment to the Bank of America Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944.50 to $5,340,918.00. The amendment has an acknow ledgement that the Department will need to execute. I am to ld you can sign and return the PDFversion, or I can bring the original of the amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842 -8858 so that we can finalize arrangements for me to come to the Depart ment to provide the orig inal copy of the amendment, and to accept the return of the BNP Letter of Credit No. 04141402 which is in the amount of $22,967,981.50. Thank you again for your assistance with this matter. Regards, John John R. Przy pys zny Drinker Biddle & Reath LLP EXT-19-1492-A-000197 Document ID: 0.7.483.7376 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842-8858 office (202) 842-8465 fax (57 1)216 -0 155 mobile John. Przypyszny@dbr.com www.drinkcrbiddlc.com ************************************** Drinker Biddl e & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner respons ible for the firm's F lorham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any informat ion contained in the message . If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message . Thank you very much. ************************************** ************************************** Drinker Biddl e & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner respons ible for the firm's F lorham Park office is Andrew B. Joseph. ************************************** Th is message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message . Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000198 Document ID: 0.7.483.7376 Frola, Micha el From: Frola, Michael Sent : Wednesday, October 18, 2017 12:02 PM To : Przypyszny, John R. Cc: Dennis M . Carie llo (dennis.cariello@hmbr Mangold, Donna; Hill, Tiffany Subj e ct : RE: Bank of America Letter of Credit Amendment .com); Them, Richard; Ronald L. Ho lt; (EDMC/DCEH) Yes. 2:00 PM works for me. -Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 11:46 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, That's fine. Can you meet at 2ETtomorrow? John John R. Przypyszny Drinker Biddle & Reat h LLP 1500 K Street, N.W. Washington, DC 20005 -1209 (202) 842- 8858 office (202) 842-8465 fax (57 1)216 -0 155 mobile John.Przypyszny@dbr.com www.drinkerbiddle.com From: Frola, Michae l [mailto:Michael.Frola@ed.gov] Se nt: Wednesday, October 18, 2017 11:36 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.cariello@hmbr.com) ; Them, Richard ; Ronald L.Hol t ; Mangold, Donna ; Hill, Tiffany Subject: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) John, I would prefer to sign the hard copy of the BofA amendment acknowledgement. EXT-19-1492-A-000199 Document ID: 0.7.483.7377 We can arrange a time tomorrow to meet. Thanks, Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com ] Sent: Wednesday, October 18, 2017 10:56 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, I can come over as early as this afternoon. However, I do not yet have the hard copy of the BofA Amendment. Are you ok just accepting the PDF of the amendment with the hard copy send directly to you by fed-ex by BofA, and then providing me with a copy of signed acknow ledgment when I pick up the BNP LC? Alternatively, if prefer I bring the hard copy of the BofA amendment, it will be tomorrow before I have that in hand. Let me know what you prefer. John From: Frola, M ichael (mailto :Michael.Frola@ed.gov ) Sent: Wednesday, October 18, 2017 10:4 7 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.cariello@hmbr.com ) ; Them , Richard ; Ronald L.Hol t ; Mangold, Donna ; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonathan. When did you want to come to t he Department to pick up the BNP Letter of Credit No. 04141402? -Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com ] Sent: Wednesday, October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna Subject: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDF copy of the amendment to the Bank of America Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944 .50 to $5,340,918.00. The amendment has an acknow ledgement that the Department will need to execute. I am told you can sign and return the PDFversion, or I can bring the original of the amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842 -8858 so that we can finalize arrangements fo r me to come to the Depart ment to provide the orig inal copy of the amendment, and to accept the return of the BNP Letter of Credit No. 04141402 which is in the amount of $22,967,981.50. EXT-19-1492-A-000200 Document ID: 0.7.483.7377 Thank you again for your assistance with this matter. Regards, John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842 -8858 office (202) 842-8465 fax (571) 216-0 155 mobile John .Przypyszny @dbr.com www.drinkerb idd le.com ************************************** Drinker B iddle & Reath LLP is a Delaware limited liability partnership . The partner responsib le for the finn's Princeton office is Jonathan I. Epstein , and the partner respons ible for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, p lease advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker B iddle & Reath LLP is a De laware limited liability partnership . The partner responsib le for the finn's Princeton office is Jonathan I. Epstein , and the partner respons ible for the finn's Florham Park office is Andrew B . Joseph. ************************************** Th is message contains infom1ation which may be confiden tial and privileged. Un less you are the intended addressee (or authorized to rece ive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message . If you have rece ived the message in error, please advise the sender at Drinker Bidd le & Reath LLPby reply e-mail and delete the message. Thank you very much . ************************************** ************************************** Drinker Biddle & Reath LLP is a De laware limited liability partnership. The partner responsib le for the firm's Princeton office is Jonathan I. Epstein, and the partner responsib le for the firm's Florham Park office is Andrew B. Joseph. ************************************** Th is message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message . If you have rece ived the message in error, please advise the sender at Drinker B idd le & Reath LL P by reply e-ma il and delete the message . Thank you very much. EXT-19-1492-A-000201 Document ID: 0.7.483.7377 Document ID: Przypyszny, John R. From : Przypyszny, John R. Sent : Wednesday, October 18, 2017 12:14 PM To : Frola, Michael Cc: Dennis M. Carie llo (dennis.cariello@hmbr.com); Mangold, Donna; Hill, Tiffany Subj e ct : RE: Bank of America Letter of Credit Amendment Them, Richard; Ronald L. Ho lt; (EDMC/DCEH) Great. Can you confirm I should go to the Department building at 830 First St, N.E.? John From: Frola, Michae l [mailto:Michael.Frola@ed .gov] Se nt : Wednesday, October 18, 2017 12:02 PM To: Przypyszny, John R. <.John.Przypyszny@dbr .com> Cc: Dennis M. Cariello (dennis.cariello@hmbr.com) ; Them, Richard ; Ronald L.Hol t ; Mangold, Donna ; Hill, Tif fany Subje ct: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) Yes. 2:00 PM works for me. -Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 11:46 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, That's fine. Can you meet at 2ET tomorrow? John John R. Przypyszny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005-1209 (202) 842-8858 offi ce (202) 842 -8465 f ax (571)216-0 155 mobil e John .Przypy szny@dbr.com www.drinkerb iddle .com EXT-19-1492-A-000203 Document ID: 0.7.483.7380 From: Frola, Michae l [mailto:Michael.Fro la@ed.gov ] Sent : Wednesday, October 18, 2017 11:36 AM To: Przypyszny, John R. <.lohn.Przypyszny@dbr .com > Cc: Dennis M. Cariello (dennis .cariello@hmbr .com ) ; Them, Richard ; Ronald L.Hol t ; Mangold, Donna ; Hill, Tiffany Subject : RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) John, I would prefer to sign the hard copy of the BofA amendment acknowledgement. We can arrange a time tomorrow to meet. Thanks, Mike From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Se nt: Wednesday, October 18, 2017 10:56 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna; Hill, Tiffany Subj ect: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, I can come over as early as this afternoon. However, I do not yet have the hard copy of the BofA Amendment. Are you ok just accepting the PDF of the amendment with the hard copy send directly to you by fed-ex by BofA, and then providing me with a copy of signed acknowledgment when I pick up the BNP LC? Alternatively, if prefer I bring the hard copy of the BofA amendment, it will be tomorrow before I have that in hand. Let me know what you prefer. John From: Frola, Michae l [mailto :Michael.Frola@ed.gov ] Sent : Wednesday, October 18, 2017 10:47 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.cariel lo@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets .com >; Mangold, Donna ; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonathan. When did you want to come to the Department to pick up the BNP Letter of Credit No. 04141402? -Mike From: Przypyszny,John R. (mailto:John.Przypyszny@dbr.com ] Sent: Wednesday,October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna Subj ect: Bank of America Letter of Credit Amendment (EDMC/DCEH) EXT-19-1492-A-000204 Document ID: 0.7.483.7380 Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDF copy of the amendment to the Bank of America Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944.50 to $5,340,918.00. The amendment has an acknowledgement that the Department will need to execute. I am told you can sign and return the PDFversion, or I can bring the original of the amendment directly to your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842-8858 so that we can finalize arrangements for me to come to the Department to provide the original copy of the amendment, and to accept the return of the BNP Letter of Credit No. 04141402 which is in the amount of $22,967,981.50. Thank you again for your assistance with this matter. Regards, John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842-8858 office (202) 842-8465 fax (571)216 -0 155 mobile John.Przypy szny@ db r.com www.drinkerb iddle .com ************************************** Drink er Biddl e & R eath LLP is a D elawar e limited liability partnership. The partner responsible for the finn's Princ eton office is Jonathan I. Epst ein, and the partner responsible for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have rece ive d the message in error, please advise the sender at Drink er Biddle & Reath LLPby reply e-mail and delete the message. Th ank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Del aware limited liability paitnership. The partner responsible for the firm 's Princeton office is Jonathan I. Epstein , and the partner respons ible for the firm 's Florh am Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intend ed addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you hav e received the message in erro r, please advise the sender at Drinker Biddle & Reath LLP by reply e-ma il and delete the message. Thank you very much. EXT-19-1492-A-000205 Document ID: 0.7.483.7380 ************************************** ************************************** Drink er Biddle & Reath LLP is a Delawar e limited liability partnership . The partner responsible for the finn 's Princeton office is Jonathan I. Epstein, and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have rece ived the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000206 Document ID: 0.7.483.7380 Przypyszny, John R. From : Przypyszny, John R. Sent : Wednesday, October 18, 2017 4:24 PM To : Mangold, Donna Cc: Them, Richard; Frola, M ichael; Finley, Steve; Ronald L. Holt(rholt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr .com) Subj ect : RE: EDMC - DCF - RE: Cond ition 4 update (BNP PARIBAS LOC #04 141468 (formerly LOC #9 1892434) ) Att achm e nt s: Lost Letter of Credit Affidavit (002).doc Donna, Regarding th e missing BNP amendment , see attached form of certificate that BNP requires when it provides a duplicate of a lost document . My understanding is that they will provide a duplicate or iginal but need this certif icate. I gathe r this lost document certificate is a fairly standard way for them to deal with these matters . Can you review and let us know if the Department cou ld be able to execute this certificate. Let me know if you have any questions . John Jo hn R. Przypys zn y Drink er Biddl e & Reath LLP 1500 K Street , N.W. Washington , DC 20005 -1209 (202) 842 -8858 off ice (202) 842-8465 fax (57 1) 21 6-0 155 mobil e John .Przypy szny@dbr.com www.drinker biddle.com From: Mangold, Donna [mailto:Donna .Mangold@ed .gov ] Sent: Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M . Cariello Cc: Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L. Holt (rholt@rousefrets.com) Subject: RE:EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04 141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a tr ue and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC # 91892434 (now #04141468), which language would require the Department to present all original amendments (and the original LOC}for any draws. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Tuesday,October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) EXT-19-1492-A-000207 Document ID: 0.7.483.7382 Subject : RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick quest ion . In terms of cert ified copy of the amendment that you are seeing, what do you need for purposes of the certificat ion. Is a letter from BNP saying that th is is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washin gton , DC 20005-1 209 (202) 842-8858 office (202) 842-8465 fax (571) 2 16-015 5 mobil e John .Przypy szny@dbr.com www.drinkcrb idd le .com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Monday, October 16, 2017 6:17 PM To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records: Date R eason for Ame nd ment Marc h 9, 2009 Amendm e nt No . 4 Expiratio n Date Amended a nd LOC increased by $28 ,605 ,772 Ex p irat ion Date/New Amount June 30 2010 $120 ,524 ,722 Numbe r of pages Two pages inc lud ing Schedu le A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10- 15- 17 12:58 pm email), the Department wi ll require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017 . Please be advised that compliance with this requirement is a condition to continued participation, and to the Department's final approval of the CIO and the conversion. EXT-19-1492-A-000208 Document ID: 0.7.483.7382 Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No.2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber-I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (former ly LOC#91892434) that was not referenced in the pdf you sent to us yesterday : December 13, 2012 Two Clients listed - Education Management, LLC LOC #91892434 and Constellation Energy Commodities Group , Joe. LOC #04 11091 8 . Decreased LOC by $36 ,422 ,007 $148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Ma ry land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453 -6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPE!Ds/lnstitutions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department ' s February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEiOs/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit . As you wi ll see, each letter of credit applies to each of the 18 OPEID numbers. EXT-19-1492-A-000209 Document ID: 0.7.483.7382 Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No . 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow , includ ing to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo . 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No . 68073794) . Thanks, Dennis From: Dennis M. Cariello Sent: Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now . Should send shortly. And thank you for the suggest ion . Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Se nt: Sunday, October 15, 2017 2: 13 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. EXT-19-1492-A-000210 Document ID: 0.7.483.7382 I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late not ice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOCnumbers you have identified and the records we can access remotely. Nevertheless , we can confirm the ou tli ne of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, our confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions (direct release for full payment of the th EDMC Settlement and replacement LOCsto be issued by November 15 ) : 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) - this LOC remains in place unmodified as to amount, maturity or otherwise unt il replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LCrequ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Unt il it is replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However , the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sentto you at 7:50 p.m. on Friday). This is fu rt her subject to confirmation from DOJ as to the outstanding amount. The Draft consent and Acknowledgement should be further revised to delet e the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 thereto) -this LOCwill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. (and any amendments This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel EXT-19-1492-A-000211 Document ID: 0.7.483.7382 Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr .com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable . Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' unders t anding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, the transaction is currently scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018. DOEaccepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the rema ining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coord inate w ith him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. EXT-19-1492-A-000212 Document ID: 0.7.483.7382 6. Upon the receipt and resolution of the close out audits for the EDMC institut ions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determ ine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue , 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-24 4 2 (New Number) This email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit htq;,://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com ************************************** Drink er Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner respons ible for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information w hich may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message . If you have received the message in error, please advise EXT-19-1492-A-000213 Document ID: 0.7.483.7382 the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000214 Document ID: 0.7.483.7382 Mangold, Donna From : Mangold, Donna Sent: Wednesday, October 18, 2017 4:30 PM To : Przypyszny, John R. Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets.com); Dennis M. Cariello (dennis .cariello@hmbr.com) Subject : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified . The form of certificate refers to the original LOC,and so it will have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a certified copy - and it appears that is what they w ill be provid ing. Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. [mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 4:24 PM To : Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rho lt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it prov ides a duplicate of a lost document. My understanding is that they wi ll provide a duplicate or iginal but need this cert ificate . I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department cou ld be able to execute this certificate . Let me know if you have any question s. John John R. Przypyszny Drinker Biddle & Re ath LLP 1500 K Stree t, N.W. Washington , DC 20 005 -1209 (202) 842-88 58 office (202) 842-84 65 f ax (571 ) 21 6-0 155 mob ile John .Przypyszny@ d b r.com www.drinke rbiddl e.com From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov] Sent: Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M. Cariello Cc:Them, Richard ; Frola, M ichael ; Finley, Steve ; Ronald L. Holt (rho lt@rousefrets.com ) EXT-19-1492-A-000215 Document ID: 0.7.483.7384 Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC# 91892434 (now #04141468), which language would require the Department to present all original amendments (and the original LOC) for any draws. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434)) Donna, Just a quick question. In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the cert ification. Is a letter from BNP saying that t his is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypysz ny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842 -8858 office (202) 842-8465 fax (571) 2 I 6-0 I 55 mobile John.Prz ypy szny@dbr.com www.drinkc rbiddlc .co m From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Monday, October 16, 2017 6:17 PM To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rho lt@rousefrets .com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday . As we discussed by phone, we have ident ified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records : Date Reason for Ame ndm ent Expiration Date/New Amount Nu mber of pages EXT-19-1492-A-000216 Document ID: 0.7.483.7384 March 9 , 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 June 30 2010 $120 ,524 ,722 Two pages includ ing Schedule A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department wi ll require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017 . Please be advised that compl iance with this requirement is a condition to continued participation, and to the Department's final approval of the CIO and the conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No .2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent . However, please insure that the reference is to the current LOCnumber-I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (former ly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: December l 3, 2012 Two Clients listed - Education Management, LLC LOC # 9 I 892434 and Constellation Energy Commodities Group , Inc. LOC #041 l 09 l 8 . Decreased LOC by $36 ,422 ,00 7 $148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6049 Washington, D.C. 20202 -2110 202-453 -6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4 :43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment . The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: EXT-19-1492-A-000217 Document ID: 0.7.483 .7384 • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No . 68073794-for $68,903,944 .50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested . Finally, attached is an excel spreadsheet I prepared that lists the OPEi Os/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that t hat upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders will release the col lateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set for t h on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday,October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] EXT-19-1492-A-000218 Document ID: 0.7.483.7384 Se nt: Sunday,October 15, 2017 1:34 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subj ect: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can ta lk anytime today . Thanks, Dennis From : Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent : Sunday,October 15, 2017 12:48 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend (compounded by the late notice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin the amount of $102 ,168,215 (and any amendments thereto)- t his LOC remains in place unmodified as to amount, mat urity or ot herwise until replaced as set forth in No. 4 below . The Department accepts t his LOCas satisfying the $92,624,329 LCrequ irement of DC ED Holdings/DCF. The Department will accept t he remaining portion of this LOCequal to $9,543,886 to sat isfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in the amount of $68,903,044 .50 (and any amendments thereto) - Unt il it is replaced in accordance w ith No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is fu rther subject to confirmation from DOJas to the outstanding amount. The Draft conse nt and Acknowl edgement should be further revised to delete the specif ic ref erence to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCwill be cancelled and released. EXT-19-1492-A-000219 Document ID: 0.7.483.7384 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he letters or credit immediately upon closing consistent with t he terms of your October 5, 2017 letter. At this time, t he transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Att ached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EXT-19-1492-A-000220 Document ID: 0.7.483.7384 EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for th e EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appr eciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -606-2442 (New Number) Th is emai l has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symant eccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com This ema il has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000221 Document ID: 0.7.483.7384 ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsible for the finn's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use , copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn 's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileg ed. Un less you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000222 Document ID: 0.7.483.7384 Mangold, Donna From : Mangold, Donna Sent: Wednesday, October 18, 2017 4:30 PM To : Przypyszny, John R. Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets.com); Dennis M. Cariello (dennis .cariello@hmbr.com) Subject : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified . The form of certificate refers to the original LOC,and so it will have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a certified copy - and it appears that is what they w ill be provid ing. Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. [mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 4:24 PM To : Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rho lt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it prov ides a duplicate of a lost document. My understanding is that they wi ll provide a duplicate or iginal but need this cert ificate . I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department cou ld be able to execute this certificate . Let me know if you have any question s. John John R. Przypyszny Drinker Biddle & Re ath LLP 1500 K Stree t, N.W. Washington , DC 20 005 -1209 (202) 842-88 58 office (202) 842-84 65 f ax (571 ) 21 6-0 155 mob ile John .Przypyszny@ d b r.com www.drinke rbiddl e.com From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov] Sent: Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M. Cariello Cc:Them, Richard ; Frola, M ichael ; Finley, Steve ; Ronald L. Holt (rho lt@rousefrets.com ) EXT-19-1492-A-000223 Document ID: 0.7.483.9142 Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC# 91892434 (now #04141468), which language would require the Department to present all original amendments (and the original LOC) for any draws. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434)) Donna, Just a quick question. In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the cert ification. Is a letter from BNP saying that t his is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypysz ny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842-8858 office (202) 842-8465 fax (571) 2 I 6-0 I 55 mobile John.Prz ypy szny@dbr.com www.drinkc rbiddlc .co m From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Monday, October 16, 2017 6:17 PM To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rho lt@rousefrets .com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday . As we discussed by phone, we have ident ified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records : Date Reason for Ame ndm ent Expiration Date/New Amount Nu mber of pages EXT-19-1492-A-000224 Document ID: 0.7.483.9142 March 9 , 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 June 30 2010 $120 ,524 ,722 Two pages includ ing Schedule A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department wi ll require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017 . Please be advised that compl iance with this requirement is a condition to continued participation, and to the Department's final approval of the CIO and the conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No .2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent . However, please insure that the reference is to the current LOCnumber-I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (former ly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: December l 3, 2012 Two Clients listed - Education Management, LLC LOC # 9 I 892434 and Constellation Energy Commodities Group , Inc. LOC #041 l 09 l 8 . Decreased LOC by $36 ,422 ,00 7 $148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6049 Washington, D.C. 20202 -2110 202-453 -6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4 :43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and contains each amendment . The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: EXT-19-1492-A-000225 Document ID: 0.7.483.9142 • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No . 68073794-for $68,903,944 .50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested . Finally, attached is an excel spreadsheet I prepared that lists the OPEi Os/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that t hat upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders will release the col lateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set for t h on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday,October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] EXT-19-1492-A-000226 Document ID: 0.7.483.9142 Se nt: Sunday,October 15, 2017 1:34 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subj ect: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can ta lk anytime today . Thanks, Dennis From : Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent : Sunday,October 15, 2017 12:48 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend (compounded by the late notice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin the amount of $102 ,168,215 (and any amendments thereto)- t his LOC remains in place unmodified as to amount, mat urity or ot herwise until replaced as set forth in No. 4 below . The Department accepts t his LOCas satisfying the $92,624,329 LCrequ irement of DC ED Holdings/DCF. The Department will accept t he remaining portion of this LOCequal to $9,543,886 to sat isfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in the amount of $68,903,044 .50 (and any amendments thereto) - Unt il it is replaced in accordance w ith No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is fu rther subject to confirmation from DOJas to the outstanding amount. The Draft conse nt and Acknowl edgement should be further revised to delete the specif ic ref erence to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCwill be cancelled and released. EXT-19-1492-A-000227 Document ID: 0.7.483.9142 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of t he letters or credit immediately upon closing consistent with t he terms of your October 5, 2017 letter. At this time, t he transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Att ached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EXT-19-1492-A-000228 Document ID: 0.7.483.9142 EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for th e EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appr eciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -606-2442 (New Number) Th is emai l has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symant eccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com This ema il has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000229 Document ID: 0.7.483.9142 ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsible for the finn's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use , copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn 's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileg ed. Un less you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000230 Document ID: 0.7.483.9142 Przypyszny, John R. From : Przypyszny, John R. Sent: Wednesday, October 18, 2017 4:38 PM To : Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets.com); Dennis M. Cariello (dennis .cariell o@hmbr.com) Subject : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Ok, thanks. And yes, we believe it would only be a duplicate original of the missing amendment. John From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 4:30 PM To: Przypyszny, John R. Cc:Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Ho lt(rholt@rousefrets.com) ; Dennis M. Cariello (dennis.carie llo@hmbr.com) Subject: RE:EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified. The form of certificate refers to the original LOC,and so it will have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a cert ified copy - and it appears that is what they will be providing. Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it provides a duplicate of a lost document. My understanding is that they wi ll provide a duplicate orig inal but need this cert ificate. I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department cou ld be able to execute this certificate. Let me know if you have any questions. John John R. Przypysz ny Drink er Biddl e & Reath LLP 1500 K Street, N.W. Washi ngton , DC 20005 -1209 (202) 842-8858 offic e EXT-19-1492-A-000231 Document ID: 0.7.483.7387 (202) 842-8465 fax (571)216-0155 mobil e John.Przypyszny @dbr.com www.drinkerbiddle.com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov ] Se nt : Tuesday, October 17, 2017 10:23 AM To : Przypyszny, John R. ; Dennis M. Cariello Cc:Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L. Holt (rholt@rousefrets .com ) Subje ct: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be p resented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC# 91892434 (now #04141468), which language would require t he Departme nt t o present all original amendments (and the or iginal LOC) for any draws . From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com ] Se nt: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question. In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that th is is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842 -8858 office (202) 842 -8465 fax (57 1)216 -0 155 mobile John .Przypyszny@dbr.com www.drinkerbi ddl e.com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Monday, October 16, 2017 6:17 PM To: Dennis M . Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, St eve ; Ronald L.Holt( rho lt@rousefrets .com ) EXT-19-1492-A-000232 Document ID: 0.7.483.7387 Subject: RE:EDMC - DCF- RE:Cond ition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOC records and locate the physical copies of the LOCsand amendments , and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records : Date Reason for Amendment March 9, 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 Exp iration Date/New Amount June 30 2010 $120 ,524,722 Number of pages Two pagesincluding Schedule A In exchange for relieving the parties from complying with Condition No . 4 (set forth in my 10-15 - 17 12 :58 pm email), the Department wi ll require EDMC to take wha t ever st eps are necessary to cause BNP PARIBAS to issue a duplicate (certified copy) of Amendment 4 on or before November 15, 20 17 . Please be advised that compliance with this requ irement is a condition to continued participation, and to the Department's fina l approval of the CIO and the conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No.2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber - I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yesterday : Decem ber 13, 2012 Two Clients listed - Education Management, LLC LOC # 91892434 and Constellation Energy Commodities Group, Inc . LOC #04110918 . Decreased LOC by $36 ,422 ,007 $ 148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this wee k. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 EXT-19-1492-A-000233 Document ID: 0.7.483.7387 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 4:43 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEiOs/institutions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OP ElOs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No. 68073794 - for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEiOs/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo . 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC (LC No. No. 68073794), the lenders wil l release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207.88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (likely John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday,October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. EXT-19-1492-A-000234 Document ID: 0.7.483.7387 Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; T hem, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr .com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prio r conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can ta lk anytime today . Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend (compounded by the late not ice of the changes in the transaction), because we don't have phys ical access to t he LOCs and their various amendments, and there seems t o be some discrepancy in the LOCnumbers you have identified and the records we can access remotely . Nevertheless, we can confirm the outline of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, our confirmation is based on a modification of the language of the October 12t h e-mail, and is subjec t to two additional cond itions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) - this LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. The Department will accept t he remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequiremen t . 2. Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments thereto) - Unt il it is EXT-19-1492-A-000235 Document ID: 0.7.483.7387 replaced in accordance with No. 4 below, this LOCwill be reduced via an amendment substantial ly consistent with pr ior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918) . However, the release of the collateral securing this LOCis expressly subject to the d irect release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstand ing on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of Amer ica and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday) . This is fu rther subject to confirmat ion from DOJ as to the outstanding amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments t hereto) -this LOCw ill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter . Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Ma ry land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mi ke I am sending this on behalf of Dennis who is temporarily unavai lable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter . At this t ime, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying EXT-19-1492-A-000236 Document ID: 0.7.483.7387 the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions current ly covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate w ith him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for t he EDMC institutions to determ ine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing t ime and attention on this matter . Dennis Cariello Richard Them Senior Vice President -Stu dent Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please v isit http://www.symanteccloud .com EXT-19-1492-A-000237 Document ID: 0.7.483.7387 This email has been scanned by the Symantec Emai l Security .cloud service . For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec E mail Security.cloud service. For more information please visit http://www.symanteccloud.com ************************************** Drink er Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsib le for the firm 's Princ eton office is Jonathan I. Epst ein, and the partn er responsib le for the fmn 's Florham Park office is Andr ew B. Joseph. ************************************** This message contains information w hich may be confidential and privileged. Unless you are the intended addressee (or authorized to rece ive for the intended addressee) , you may not use, copy or disclos e to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Bidd le & Re ath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Re ath LL P is a Delawa re limited liability partners hip. The partne r responsibl e for the firm 's Princ eton office is Jonathan I. Epstein, and the partner responsible for the firm 's Florham Park office is Andrew B. Joseph. ************************************** This message contains infom1ation w hich may be confidential and privileged. Un less you are the intend ed addressee (or authoriz ed to rece ive for the intended addressee) , you may not use, copy or disclos e to anyone the message or any informat ion contained in the message . If you have rece ived the message in error, please advise the sender at Drink er Biddl e & Reath LLP by reply e-mail and delete the message . Thank you very much . ************************************** ************************************** Drinker Biddle & Reath LLPis a Delaware limited liability partnership . The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received th e message in error, please advise the sender at Drink er Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much . ************************************** EXT-19-1492-A-000238 Document ID: 0.7.483.7387 Denni s M . cariello From : Dennis M. Cariello Sent: Wednesday, October 18, 2017 5:31 PM To : Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca I'm on it. Dennis From: Mangold, Donna [mailto :Donna.Mangold@ed.gov] Sent: Wednesday,October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for the review that we don't have - the marketing services agreement (January 2016) and the Adm inistrative ServicesAgreement (August 2016). These agreements are with the to -be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client . Thanks, Donna Donna Mangold 202-453-6710 This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http ://www .symante ccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000239 Document ID: 0.7.483.7388 Mangold, Donna From : Mangold, Donna Sent: Wednesday, October 18, 2017 5:32 PM To : Przypyszny, John R. Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets.com); Dennis M. Cariello (dennis .cariello@hmbr.com) Subject : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) In concept, this is fine-will you/BNP do the necessary modifications to the language? From: Przypyszny,John R. [mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 4:38 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rho lt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Ok, thanks . And yes, we believe it would only be a duplicate original of the missing amendment. John From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Wednesday, October 18, 2017 4:30 PM To: Przypyszny , John R. <.John. Przypyszny@dbr.com > Cc:Them, Richard ; Frola, M ichael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) ; Dennis M. Cariello (dennis.cariello@hmbr.com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) I expected to see something like th is and was pleasantly surprised when the process seemed to be so simp lified. The form of certificate refers to t he original LOC, and so it w ill have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a cert ified copy- and it appea rs that is what they w ill be providing . Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Wednesday, October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it provides a duplicate of a lost document. My understanding is that they wi ll provide a duplicate original but need this certificate . I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department cou ld be able to execute this certificate. EXT-19-1492-A-000240 Document ID: 0.7.483.7390 Let me know if you have any questions. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 KStreet, N.W. Washington , DC 20005 -1209 (202) 842-8858 office (202) 842 -8465 fax (571)216 -0 155 mobile John.Przypyszny @dbr.com www.drink erbiddl e.co m From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M. Cariello Cc: Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC# 91892434 (now #04141468), which language would require the Department to present all original amendments (and the original LOC) for any draws. From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question. In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that this is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street , N.W. Washin gton , DC 20005-1 209 (202) 842-8858 offi ce (202) 842-8465 f ax (571)216-0155 mobil e John.Prz ypy szny@dbr.com www.drinkerb iddle .com EXT-19-1492-A-000241 Document ID: 0.7.483.7390 From: Mangold, Donna (mailto:Donna.Mangold@ed .gov ] Sent : Monday, October 16, 2017 6:17 PM To : Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) Subject: RE:EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04 141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBAS LOC#04141468 (formerly LOC #91892434) that is missing in our records: Date Reason for Ame ndment March 9, 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 Expiration Date/New Amount June 30 2010 $120 ,524,722 Numbe r of pages Two pages including Schedu le A In exchange for relieving the parties from complying with Condition No . 4 (set forth in my 10-15 - 17 12 :58 pm email), the Department will require EDMC t o take wha t ever st eps are necessary to cause BNP PARIBAS to issue a duplicate (certified copy) of Amendment 4 on or before November 15, 20 17. Please be advised that compliance with this requirement is a condition to continued participation, and to the Department's fina l approval of the CIO and the convers ion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOC numbers, please igno re the comment in Condit ion No .2 (in my same e-mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber - I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: Decemb er 13, 2012 Two Clients listed - Education Manag ement, LLC LOC #91892434 and Constellation Energy Commodities Group, Inc. LOC #041 l 0918 . Decreased LOC by $36 ,422 ,007 I will try to remember to send this amendment tomorrow- $148 ,577,993 Two pages if I forget -- please remind me later this wee k. Donna Donna S. Mangold EXT-19-1492-A-000242 Document ID: 0.7.483.7390 Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and conta ins each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967 ,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215 .00 page 8 of 13 on Bank of America LC No. 68073794-for $68,903,944.50 (wh ich is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEi Os/Inst itutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you wi ll see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm th is - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517 " ) is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22 ,967 ,981.50) and acceptance of the amendment to the BofA LC (LC No . No. 68073794), the lenders will release the col lateral securing those LCsto US Bank and US Bank will receive the col lateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount . As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the f irst tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967 ,981.50) and the acceptance of the amendment to the BofA LC(LC No. No . 68073794). Thanks, Dennis From: Dennis M. Cariello EXT-19-1492-A-000243 Document ID: 0.7.483.7390 Sent: Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypysznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF LOC confirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna .Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przvpvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF LOC confirmation Dennis, does anyone on you r team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przvpvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mango ld@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some d iscrepancy in the LOC numbers you have identifie d and the records we can access remotely. Nevertheless , we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, ou r confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions ( direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 t h ) : EXT-19-1492-A-000244 Document ID: 0.7.483.7390 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) -this LOC remains in place unmod ified as to amount, maturity or otherwise until replaced as set forth in No. 4 below . The Department accepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Until it is replaced in accordance with No. 4 below, th is LOCw ill be reduced via an amendment substantial ly consistent with prior amendmen t s to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to t he direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is fu rther subject to confirmation from DOJ as to the outstand ing amount. The Draft conse nt and Acknowl edgem ent should be furth er revise d to delete the specifi c ref erence to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCwill be cancelled and released. 4 . New LOC(s) must be issued no later than November 15, 2017 to rep lace the existing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set fo rth in Mike Frola's October 5, 2017 lette r. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto: rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subj ect: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yeste rday regarding the EDMC/DCEHt ransaction. I am writing EXT-19-1492-A-000245 Document ID: 0.7.483.7390 to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter . At this time, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018 . DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2 . DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement . 3 . Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced v ia an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the rema ining portion of the EDMC LC requirement ($5,340,918). 4 . BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on fi le can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership . We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptab le, and that the transact ion closes on Monday, a lender representative wil l provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#0414 1402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6 . Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institut ions to determ ine if the EDMC port ions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continu ing t ime and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Educat ion Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -606 - 2442 (New Number) EXT-19-1492-A-000246 Document ID: 0.7.483.7390 This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.syrnanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com ************************************** Drinker Biddle & Reath LLP is a Delaw are limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, p lease advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddl e & Reath LLP is a Delaware limited liability partn ership. The partner responsible for the finn 's Princeton office is Jonathan I. Epstein, and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, p lease advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaw are limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsib le for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended EXT-19-1492-A-000247 Document ID: 0.7.483.7390 addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any infom1ation contained in the message. If you have received the message in error, please advise the sender at Drink er Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000248 Document ID: 0.7.483.7390 Mangold, Donna From : Mangold, Donna Sent: Wednesday, October 18, 2017 5:32 PM To : Przypyszny, John R. Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L.Holt(rholt@rousefrets.com); Dennis M. Cariello (dennis .cariello@hmbr.com) Subject : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) In concept, this is fine-will you/BNP do the necessary modifications to the language? From: Przypyszny,John R. [mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 4:38 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rho lt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Ok, thanks . And yes, we believe it would only be a duplicate original of the missing amendment. John From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Wednesday, October 18, 2017 4:30 PM To: Przypyszny , John R. <.John. Przypyszny@dbr.com > Cc:Them, Richard ; Frola, M ichael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) ; Dennis M. Cariello (dennis.cariello@hmbr.com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) I expected to see something like th is and was pleasantly surprised when the process seemed to be so simp lified. The form of certificate refers to t he original LOC, and so it w ill have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a cert ified copy- and it appea rs that is what they w ill be providing . Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Wednesday, October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it provides a duplicate of a lost document. My understanding is that they wi ll provide a duplicate original but need this certificate . I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department cou ld be able to execute this certificate. EXT-19-1492-A-000249 Document ID: 0.7.483.9152 Let me know if you have any questions. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 KStreet, N.W. Washington , DC 20005 -1209 (202) 842-8858 office (202) 842 -8465 fax (571)216 -0 155 mobile John.Przypyszny @dbr.com www.drink erbiddl e.co m From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M. Cariello Cc: Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC# 91892434 (now #04141468), which language would require the Department to present all original amendments (and the original LOC) for any draws. From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question. In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that this is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street , N.W. Washin gton , DC 20005-1 209 (202) 842-8858 offi ce (202) 842-8465 f ax (571)216-0155 mobil e John.Prz ypy szny@dbr.com www.drinkerb iddle .com EXT-19-1492-A-000250 Document ID: 0.7.483.9152 From: Mangold, Donna (mailto:Donna.Mangold@ed .gov ] Sent : Monday, October 16, 2017 6:17 PM To : Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) Subject: RE:EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04 141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOCrecords and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBAS LOC#04141468 (formerly LOC #91892434) that is missing in our records: Date Reason for Ame ndment March 9, 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 Expiration Date/New Amount June 30 2010 $120 ,524,722 Numbe r of pages Two pages including Schedu le A In exchange for relieving the parties from complying with Condition No . 4 (set forth in my 10-15 - 17 12 :58 pm email), the Department will require EDMC t o take wha t ever st eps are necessary to cause BNP PARIBAS to issue a duplicate (certified copy) of Amendment 4 on or before November 15, 20 17. Please be advised that compliance with this requirement is a condition to continued participation, and to the Department's fina l approval of the CIO and the convers ion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOC numbers, please igno re the comment in Condit ion No .2 (in my same e-mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber - I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: Decemb er 13, 2012 Two Clients listed - Education Manag ement, LLC LOC #91892434 and Constellation Energy Commodities Group, Inc. LOC #041 l 0918 . Decreased LOC by $36 ,422 ,007 I will try to remember to send this amendment tomorrow- $148 ,577,993 Two pages if I forget -- please remind me later this wee k. Donna Donna S. Mangold EXT-19-1492-A-000251 Document ID: 0.7.483.9152 Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and conta ins each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967 ,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215 .00 page 8 of 13 on Bank of America LC No. 68073794-for $68,903,944.50 (wh ich is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEi Os/Inst itutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you wi ll see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing-and is no longer required? I respect that you will want to review and confirm th is - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517 " ) is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22 ,967 ,981.50) and acceptance of the amendment to the BofA LC (LC No . No. 68073794), the lenders will release the col lateral securing those LCsto US Bank and US Bank will receive the col lateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining sett lement amount . As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions . Also, you wil l note that there is sufficient funds to make the payment to the DOJ (see the f irst tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967 ,981.50) and the acceptance of the amendment to the BofA LC(LC No. No . 68073794). Thanks, Dennis From: Dennis M. Cariello EXT-19-1492-A-000252 Document ID: 0.7.483.9152 Sent: Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypysznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF LOC confirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna .Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przvpvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF LOC confirmation Dennis, does anyone on you r team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przvpvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC - DCF LOC confirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mango ld@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypvsznv@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical access to the LOCsand their various amendments, and there seems to be some d iscrepancy in the LOC numbers you have identifie d and the records we can access remotely. Nevertheless , we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, ou r confirmation is based on a modification of the language of the October 12 th e-mail, and is subject to two additional conditions ( direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15 t h ) : EXT-19-1492-A-000253 Document ID: 0.7.483.9152 1. Regarding the existing LOCin the amount of $102,168,215 (and any amendments thereto) -this LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below. The Department accepts this LOCas satisfying the $92,624,329 LCrequ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOCin the amount of $68,903,044.50 (and any amendments thereto) - Unt il it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement betwe en EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is fu rt her subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowl edgement should be further revised to del ete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCwill be cancelled and released. 4 . New LOC(s) must be issued no later than November 15, 2017 to replace the existing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requi rements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 From: Them, Richard [mailto: rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing EXT-19-1492-A-000254 Document ID: 0.7.483.9152 to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter . At this time, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you w ith updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018 . DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2 . DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement . 3 . Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced v ia an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the rema ining portion of the EDMC LC requirement ($5,340,918). 4 . BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on fi le can be used to cover any liabilit ies for all institutions current ly covered under the letters or credit regardless of ownership . We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expirat ion date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptab le, and that the transact ion closes on Monday, a lender representative wil l provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#0414 1402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6 . Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institut ions to determ ine if the EDMC port ions of the LOCcan be decreased. We would appreciate your confirmat ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continu ing t ime and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Compliance Educat ion Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -606 - 2442 (New Number) EXT-19-1492-A-000255 Document ID: 0.7.483.9152 This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.syrnanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com ************************************** Drinker Biddle & Reath LLP is a Delaw are limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, p lease advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddl e & Reath LLP is a Delaware limited liability partn ership. The partner responsible for the finn 's Princeton office is Jonathan I. Epstein, and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, p lease advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaw are limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsib le for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended EXT-19-1492-A-000256 Document ID: 0.7.483.9152 addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any infom1ation contained in the message. If you have received the message in error, please advise the sender at Drink er Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000257 Document ID: 0.7.483.9152 Denni s M. cariello From : Dennis M. Carie llo Sent : Wednesday, October 18, 20 17 5:44 PM To : Mangold, Donna Subject : RE :l(b)(6) Dennis From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:33 PM To: Dennis M. Cariello ~ Subject:1~(b_)(_6)________ Donna Mangold 202-453-6710 This emai l has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For mo r e informati on please visit htt p://ww w .symanteccloud .com EXT-19-1492-A-000258 Document ID: 0.7.483.739 1 Przypyszny, John R. From : Przypyszny, John R. Sent : Thursday, October 19, 2017 10:35 AM To : Frola, Michael Cc: Subject : Mangold, Donna RE: Bank of America Letter of Cre dit Amen dment (EDMC/ DCEH) Mike, I will be at your offices at 2 ETtoday. Also, Bank of America has told me this morning that will require a direct PDFfrom the Department of the signed acknowledgement to the amendment. In short, I cannot just take custody and then send to them on behalf of the Department. I will bring the original amendmen t , but the acknow ledgement of amendment will need to be sent by you as a PDF document to Mark Hedrick and Melod ie Garrett. My hope is tha t this can be done at the time of our meeting . Mark Hedrick's e-mail is: mark .hedrick@bankofamer ica.com Melodie Garrett's e-mail is: melodie .j.garrett@baml.com John Jo hn R. Przy pysz ny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842-8858 office (202) 842 -8465 fax (57 1)216-0 155 mobile John. Przypyszny @d b r.com www.drink erbiddl e.co m From: Frola, Michae l [mailto:Michael.Frola@ed.gov] Sent : Wednesday, October 18, 2017 1 :02 PM To : Przypyszny, John R. <.lohn.Przypyszny@dbr .com> Subject: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) Yes, I have a release letter for the BNP LOC. I' ll be hand ing you the release letter, origina l LOCand all the amendments tomorrow. From : Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 12:52 PM To: Frola, Michael Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) EXT-19-1492-A-000259 Document ID: 0.7.483.7392 Mike, One more question . Will you be providing a release lette r with the return of the BNP letter of credit? I believe you have done so before. John From : Frola, Michael [mailto :Michael.Fro la@ed.gov ] Sent : Wednesday, October 18, 2017 12:16 PM To : Przypyszny, John R. Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Yes. Please call me on my office line at 202 -377- 3364 when you get to the lob by and I'll come down. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 12: 14 PM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Great. Can you confirm I should go to the Department b uilding at 830 First St, N.E.? John From : Frola, Michae l [mailto :Michael.Fro la@ed.gov ] Sent : Wednesday, October 18, 2017 12:02 PM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.car iello@hmb r.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets .com >; Mangold, Donna ; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Yes. 2:00 PM works for me . -Mike From : Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 11:46 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) M ike, That 's fine. Can you meet at 2ETtomorrow? John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Stree t, N.W. Washin gton , DC 20005-1 209 EXT-19-1492-A-000260 Document ID: 0.7.483.7392 (202) 842-8858 offi ce (202) 842-8465 fax (57 1)2 16-0155 mobil e John.P12ypys z ny@dbr.com www.drinkerbiddle.com From: Frola, Michae l (mailto :Michael.Fro la@ed.gov ] Sent : Wednesday, October 18, 2017 11:36 AM To : Przypyszny, John R. Cc: Dennis M. Cariello (dennis.car iello@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets.com >; Mangold, Donna ; Hill, Tiffany Subject: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) John, I would prefer to sign the hard copy of the BofA amendment acknowledgement. We can arrange a time tomorrow to meet . Thanks, Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Se nt: Wednesday,October 18, 2017 10:56 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); T hem, Richard; Ronald L Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike , I can come over as early as this afternoon . However, I do not yet have the hard copy of the BofA Amendment. Are you ok just accepting the PDF of the amendment with the hard copy send direct ly to you by fed -ex by BofA, and then providing me with a copy of signed acknow ledgment when I pick up the BNP LC? Alternatively , if prefe r I bring the hard copy of the BofA amendment , it will be tomorrow before I have that in hand. Let me know what you prefer. John From: Frola, Michae l (mailto:Michael.Fro la@ed.gov ] Sent : Wednesday, October 18, 2017 10:47 AM To : Przypyszny, John R. Cc: Dennis M. Cariello (dennis.cariello@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets.com >; Mangold, Donna ; Hill, Tiffany Subject: RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonat han. When d id you want to come to the Department to pick up the BNP Letter of Credit No. 04141402? EXT-19-1492-A-000261 Document ID: 0.7.483.7392 -M ike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna Subject: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDF copy of the amendment to the Bank of America Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944 .50 to $5,340,918.00. The amendment has an acknow ledgement that the Department will need to execute. I am to ld you can sign and return the PDFversion , or I can bring the original of the amendment directly to your offices for you to sign. Per ou r earlier discussions, can you please give me a call today at (202) 842 -8858 so that we can fina lize arrange ments for me to come to the Depart ment to provide t he orig inal copy of the amendment, and to accept the return of the BNP Letter of Credit No . 04 141402 which is in the amount of $22 ,967,981.50 . Thank you again for your assistance with this matter . Regards, John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washi ngton, DC 20005 -1209 (202) 842-8858 office (202) 842-8465 fa x (57 1)216-0 155 mobile John. Przypyszny @dbr.com www.drinkerb iddl e.com ************************************** Drinker B idd le & R eath LLP is a D e laware limited liab ility partnership . The partner responsib le for the firm 's Princeton office is Jonathan I. Epst ein, and the partn er respons ible for the firm's Florham Park office is Andr ew B . Jos eph. ************************************** This message contains information which may be confidential and priv ilege d. Un less you are the intended addressee (or authorized to rece ive for the inte nded addressee) , you may not us e, copy or d isclose to anyone the me ssage or any information contained in the message. If you have received the me ssage in error, p lease advise the sender at Drinker Bidd le & Reath LLPby reply e-mail and de lete the message. Thank you very much. ************************************** ************************************** EXT-19-1492-A-000262 Document ID: 0.7.483.7392 Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the finn's Princeton office is Jonathan I. Epstein , and the partner responsible for the fmn's Florham Park office is Andrew B. Joseph. ************************************** This mes sage contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much . ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner respons ible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the finn 's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclos e to anyone the message or any infom1ation contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner respons ible for the finn 's Princeton office is Jonathan I. Epstein , and the partner responsible for the finn 's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any infom1ation contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partn ership. Th e partner responsible for the fmn's Princeton office is Jonath an I. Epstein , and the partner responsib le for the finn 's Florham Park office is Andrew B. Joseph . ************************************** This message contains information which may be confidential and privileged . Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, ple ase advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** EXT-19-1492-A-000263 Document ID: 0.7.483.7392 This message contains information which may be confidential and privileged . Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000264 Document ID: 0.7.483.7392 Frola, Micha el From: Frola, Michael Sent : Thursday, October 19, 2017 10:53 AM To : Przypyszny, John R. Cc: Subject : Mangold, Donna RE: Bank of America Letter of Cre dit Amen dment (EDMC/ DCEH) Thanks John. This makes sense because we normally we receive the origina l acknow ledgement and send back a signed copy to the bank . - Mike From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Thursday, October 19, 2017 10:35 AM To: Frola, Michael Cc: Mangold, Donna Subject : RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, I w ill be at your offices at 2 ET t oday. Also, Bank of Ame rica has told me this morning that will require a direct PDFfrom the Department of the signed acknowledgement to the amendment. In short, I cannot just take custody and then send to them on behalf of the Departmen t. I wi ll bring the original amendment, but the acknow ledgement of amendment will need to be sent by you as a PDF document to Mark Hedrick and Melod ie Garrett. My hope is that this can be done at the time of our meeting . Mark Hedrick's e-mail is: mark .hedrick@bankofamer ica.com Melodie Garrett's e-mail is: melodie .j.garrett@baml.com John John R. Przypysz ny Drink er Biddle & Reath LLP 1500 K Stree t, N.W. Washin gton , DC 20005 -1209 (202) 842-8 858 offi ce (202) 842 -8465 fax (57 1) 2 16-0 155 mobil e John .Przypy szny@dbr.com www.drinkerbidd le.com EXT-19-1492-A-000265 Document ID: 0.7.483.7394 From: Frola, Michael (mailto :Michael.Fro la@ed.gov ] Sent: Wednesday, October 18, 2017 1:02 PM To: Przypyszny, John R. Subject: RE: Bank of America Lett er of Credit Amendment (EDMC/DCEH) Yes, I have a release letter for the BNP LOC. I'll be handing you the release letter, original LOCand all the amendments tomorrow. From : Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 12:52 PM To: Frola, Michael Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, One more question. Will you be providing a release letter with the return of the BNP letter of credit? I believe you have done so before. John From: Frola, Michae l (mailto:Michael.Frola@ed .gov ] Sent : Wednesday, October 18, 2017 12:16 PM To : Przypyszny, John R. <.John.Przypyszny@dbr.com > Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Yes. Please call me on my office line at 202-377-3364 when you get to the lobby and I'll come down. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 12: 14 PM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna; Hill, T iffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Great. Can you confirm I should go to the Department building at 830 First St, N.E.? John From: Frola, Michae l (mailto:Michael.Frola@ed .gov ] Sent : Wednesday, October 18, 2017 12:02 PM To : Przypyszny, John R. <.John .Przypyszny@dbr .com > Cc:Dennis M. Cariello (dennis.car iello@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets.com >; Mangold, Donna ; Hill, Tiffany Subject : RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Yes. 2:00 PM works for me. - Mike From: Przypyszny,John R. (mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 11:46 AM EXT-19-1492-A-000266 Document ID: 0.7.483.7394 To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L Holt; Mangold, Donna; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, That's fine. Can you meet at 2ETtomorrow? John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street , N.W. Washington , DC 20005-1209 (202) 842-8858 offi ce (202) 842-8465 fa x (571)216-0155 mobil e John.Przypys zny@dbr.com ,vww.drinkerbidd le.com From: Frola, Michae l fmailto:Michael.Frola@ed .gov ] Sent : Wednesday, October 18, 2017 11:36 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.car iello@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets.com >; Mangold, Donna ; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) John, I would prefer to sign the hard copy of t he BofA amendment acknowledgement. We can arrange a time tomorrow t o meet. Thanks, Mike From: Przypyszny, John R. (mailto:John.Przypyszny@dbr .com] Sent : Wednesday,October 18, 2017 10:56 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna; Hill, Tiffany Subject: RE: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, I can come over as early as this afternoon. However, I do not yet have the hard copy of the BofA Amendment. Are you ok just accepting the PDF of the amendment with the hard copy send directly to you by fed-ex by BofA, and then providing me with a copy of signed acknow ledgment when I pick up the BNP LC? Alternatively, if prefer I bring the hard copy of the BofA amendment, it will be tomorrow before I have that in hand. Let me know what you prefer. EXT-19-1492-A-000267 Document ID: 0.7.483.7394 John From: Frola, Michae l (mailto:Michael.Fro la@ed.gov ] Sent: Wednesday, October 18, 2017 10:47 AM To: Przypyszny, John R. Cc: Dennis M. Cariello (dennis.car iello@hmbr.com ) ; Them, Richard ; Ronald L.Holt< rholt@rousefrets .com >; Mangold , Donna ; Hill, Tiffany Subject : RE:Bank of America Letter of Credit Amendment (EDMC/DCEH) Thanks Jonathan. When did you want to come to the Department to pick up the BNP Letter of Credit No. 04141402? - Mike From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 10:21 AM To: Frola, Michael Cc: Dennis M. Cariello (dennis.cariello@hmbr.com); Them, Richard; Ronald L. Holt; Mangold, Donna Subject: Bank of America Letter of Credit Amendment (EDMC/DCEH) Mike, On behalf of the issuing bank and the lender group to EDMC/DCEH, I am sending you PDF copy of the amendment to the Bank of Ame rica Letter of Credit No. 68073794, reducing the amount of the Letter of Credit from $68,903,944.50 to $5,340,918.00. The amendment has an acknow ledgement that t he Department will need to execut e. I am told you can sign and return the PDFversion, or I can bring the original of the amendment directly t o your offices for you to sign. Per our earlier discussions, can you please give me a call today at (202) 842-8858 so that we can final ize arrangements fo r me to come to the Department to provide the original copy of the amendment, and to accept the return of the BNP Letter of Credit No. 04141402 which is in the amount of $22,967,981.50. Thank you again for your assistance with this matter. Regards, John Joh n R. Przyp yszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washing ton, DC 20005-1209 (202) 842-8858 offi ce (202) 842-8465 f ax (57 1) 216-0 155 mobil e John.Przypy szny@dbr.com www.drinkerbidd le.com EXT-19-1492-A-000268 Document ID: 0.7.483.7394 ************************************** Drinker Biddl e & Reath LLP is a Delaware limited liability partnership . The partner responsib le for the finn 's Princeton office is Jonathan I. Ep stein, and the partner responsib le for the fmn 's Florham Park office is Andrew B. Joseph. ************************************** Th is mes sage conta ins info1mation which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in e1TOr,please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the mes sage. Thank you very much . ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the fmn 's Florham Park office is Andrew B. Joseph . ************************************** This message contains information which may be confidential and privileged. Un less you are the intend ed addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any inform ation contained in the message . If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much . ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the fmn 's Princeton office is Jonathan I. Epstein, and the partner responsible for the finn 's Florham Park office is Andrew B. Joseph. ************************************** Th is mes sage conta ins info1mation which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyon e the message or any information contained in the message . If you have received the message in error, please advise the sende r at Drinker Biddle & Reath LLPby reply e-mail and delete the message . Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the finn 's Princeton office is Jonathan I. Epstein, and the partner respons ible for the fmn 's Florham Park office is Andrew B . Joseph . ************************************** This message conta ins info1mation which may be confidential and privileged. Unless you are the intended addressee (or authorize d to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in e1TOr,please advise the sender at Drink er Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . Th e partner responsible for the fmn 's Princeton office is Jonathan I. Epstein, and the partner responsib le for the fmn 's Florham Park office is Andrew EXT-19-1492-A-000269 Document ID: 0.7.483.7394 B. Joseph. ************************************** This message contains infom1ation which may be confidential and privileged. Un less you are the intended addressee (or authorize d to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have rece ived the message in error, please adv ise the sender at Drinker Biddle & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drink er Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm 's Princeto n office is Jonathan I. Epstein, and the partner respons ible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains infom1ation which may be confidential and privileged. Un less you are the intended addressee (or authori zed to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message . If you have rece ived the message in error, please advise the sender at Drink er Biddl e & Reath LLPby reply e-ma il and delete the message . Thank you very much. ************************************** EXT-19-1492-A-000270 Document ID: 0.7.483.7394 Denni s M . cariello From : Dennis M. Carie llo Sent : Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject : RE: Colum bia Hollywood - Tribeca Attachm ent s: 2016 - 1026 Edcura -CCH ASA.PDF; Edcura Marketing Agreement.pdf Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415-4471 From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going th rough the documents , and there are two agreements I need for t he review that we don't have - the market ing serv ices agreement (January 20 16) and the Adm inistrative ServicesAgreement (August 20 16). These agreement s are with the to -be-forme r owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client . Thanks, Donna Donna M angold 202-453 -6710 Th is email has been scanned by the Symant ec Emai l Security.cloud service . For more information please visit http ://www .symante ccloud.com This email has been scanned by the Symantec Email Security.cloud service. For mo r e informati on please visit htt p://www .syma nteccloud .com EXT-19-1492-A-000271 Document ID: 0.7.483.741 3 Mangold, Donna From : Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mil valuation supporting the APA-we don't have that either-please send. Also - what is the interrelationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.ca riello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject : RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Wednesday,October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for t he review that we don't have-the marketing services agreement (January 2016) and the Administrative Services Agreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202-453-6710 EXT-19-1492-A-000272 Document ID: 0.7.483.7415 This ema il has been scanned by the Symantec Ema il Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.clo ud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000273 Document ID: 0.7.483.7415 Them, Richard From : Them, Richard Sent : Friday, Octobe r 20, 2017 10:24 AM To : Frola, Michael; Mangold, Donna Cc: Kramer, Devitt; Dennis M. Cariello (denn is.cariello@hmbr.com) Subject : FW: DoJ wire info Hello Below is email confirmation that DOJreceived their funds On Oct 20, 2017, at 8:49 AM, Kramer, Devitt wrote: FYI. From: Divelbiss, Matthew R. [ mailto:mrd ivelbiss@jonesday.com ] Sent: Friday, October 20, 2017 8:50 AM To: Kramer, Devitt Subject: FW: DoJ wire info Confirmation from DOJthat it has received the wire. Matthew R. Divelbiss (bio) Partner JONES DAY® - O ne Fir m Worldwide ' M 500 Grant Street, Suite 4500 Pittsburgh, PA 15219.2514 Office +1.412 .394. 7297 Mobile +1.412.818 .0915 mrdivelbiss@jonesday.com From: Wiegand, Christy (USAPAW) [mailto :Christy.Wiegand@usdoj .gov] Sent : Friday, October 20, 2017 8:4 7 AM To: Divelbiss, M atthew R. Subject: RE: DoJ wire info Wire received. Thanks Matt. Christy Criswell Wiegand Deput y Chief, Civil Division United States Attorney's Office West ern District of Pennsylvania Joseph F. Weis Jr. United States Courthouse 700 Grant Street, Suite 4000 Pittsburgh, PA 15219 (412) 89 4-7452 From: Divelbiss, Matt hew R. [ mailto:mrd ivelbiss@jonesday.com] EXT-19-1492-A-000274 DocumentID: 0.7.483.7421 Sent : Thursday, October 19, 2017 5 :40 PM To: Wiegand, Christy (USAPAW) Subject : FW: DoJ wire info Christy: The payment was made late this afternoon . Matt Matthew R. Divelbiss (bio) Partner JONES DAY® - One Firm Worldw ide 'M 500 Grant Street, Suite 4500 Pittsburgh, PA 15219.2514 Office +1.412.394. 7297 Mobile +1.412.818.0915 mrdivelbiss@jonesday.com From : Jalufk a, Frank Sent: Thursday, October 19, 201 7 5:07 PM To: Michael.Frola@ed .gov; Donna .Mangold@ed.gov Cc: Dennis M. Cariello {dennis.cariello@hmbr .com ) ; Przypyszny, John R. ; Kramer, Devitt ; Them, Richard ; McEachen, Mark A.< mmceachen@edmc .edu > Subject: DoJ wire info Based on our discussion on the fund flow process, I' m emailing yo u the w ire info t hat was sent to DoJ by US Bank. We have sent the same info to Kathy Zampogna who has been our point of contact for payments. Frank Jalufka Education Management Corporation 210 Sixth Avenue, Pittsburgh, PA 15222-2603 Direct: 412-995-7357 I Cell: 949-870-5292 fja luf ka@edmc.edu CONFIDENTJALITY N OTIC E: Thi s email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message . If you hav e received this email in error, please notify the sender itmned iately and delete the origina l message. Ne ither the sender nor the company for w hich he or she wo rks accep ts any liabi lity for any damag e caused by any virus transmitted by this email. ***This e-mai l (including any attachments) may contain infonnation that is private, confidentia l, or protected by attorney-cl ient or other privilege. If you rece ived this e-mail in error, please delete it EXT-19-1492-A-000275 Document ID: 0.7.483.7421 from your system without copying it and notify sender by reply e-mail, so that our records can be corrected .*** ***This e-mail (including any attachments) may contain infonnation that is privat e, confidentia l, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your system without copying it and notify sende r by reply e-mail, so that our records can be corrected.*** CONFIDENTIALITY NOTICE: This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient, you may not review, copy or distribute this message. If you have received this email in error, please notify the sender immediately and delete the original message. Neither the sender nor the company for which he or she works accepts any liability for any damage caused by any virus transmitted by this email. EXT-19-1492-A-000276 Document ID: 0.7.483.7421 Mangold, Donna From : Mangold, Sent: Friday, October To : Them, Richard; Frola, Micha el Cc: Kramer, Subject: RE: DoJ wire info Donna 20, 2017 10:24 AM Devitt ; Dennis M. Cariello (dennis.cariello@hmbr.com) Thanks All. From: Them, Richard [mailto :rth em@edmc.edu] Sent: Friday, October 20, 2017 10:24 AM To: Frola, Michael; Mangold, Donna Cc: Kramer, Devitt; Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: FW: DoJ wire info Hello Below is email confirmation that DOJ received their funds On Oct 20, 2017, at 8:49 AM, Kramer, Devitt wrote: FYI. From: Divelbiss, Matthew R. [ma ilto:mrdive lbiss@jonesday.com ] Sent: Friday, October 20, 2017 8:50 AM To: Kramer, Devitt Subject: FW: DoJ wire info Confirmat ion from DOJ that it has received the wire . Matthew R. Divelbiss (bio) Partner JONES DAY ® - One Firm Worldwide'M 500 Grant Street , Suite 4500 Pittsburgh , PA 15219.2514 Office +1.412.394 .7297 Mobile +1.412.818 .0915 mrdive lbiss@ jonesday .com From: Wiegand, Christy (USAPAW) [mailto :Chr isty.Wiegand@usdoj.gov Sent: Friday, October 20, 2017 8:4 7 AM To: Divelbiss, Matthew R. Subject: RE: DoJ wire info ] Wire received. Thanks Ma t t. Chr isty Criswell Wiegand Deputy Chief, Civil Division EXT-19-1492-A-000277 Document ID: 0.7.483.7422 United States Attorney's Office Western District of Pennsylvania Joseph F. Weis Jr. United States Courthouse 700 Grant Street, Suite 4000 Pittsburgh, PA 15219 (412) 894-7452 From: Divelbiss, Matthew R. [ mailto:mrd ivelb iss@jonesday.com ] Sent: Thursday, October 19, 2017 5 :40 PM To : Wiegand, Christy (USAPAW) Subject: FW: DoJ wire info Christy: The payment was made late this afternoon . Matt Matthew R. Divelbiss /bio) Partner JONES DAY® - On e Firm Worldw ide 'M 500 Grant Street, Suite 4500 Pittsburgh, PA 15219.2514 Office +1.412.394. 7297 Mobile +1.412.818.0915 mrdivelbiss@jonesday.com From: Jalufka, Frank Sent: Thursday, October 19, 2017 5 :07 PM To: M ichael.Frola@ed.gov; Donna .Mangold@ed.gov Cc: Dennis M . Cariello (dennis.car iello@hmb r.com ) ; Przypyszny, John R. ; Kramer, Devitt ; Them, Richard ; McEachen, Mark A. Subject: DoJ wire info Based on our discussion on the fund flow process, I'm emailing you the wire info t hat was sent to DoJ by US Bank. We have sent the same info to Kathy Zampogna who has been our point of contact for payments . Frank Jalufka Education Management Corporation 210 Sixth Avenue, Pittsburgh, PA 15222-2603 Direct: 412 -995 -7357 I Cell: 949 -870 -5292 fja lufka@edmc .edu EXT-19-1492-A-000278 Document ID: 0.7.483.7422 CONFIDENTIALITY N OTICE: Thi s email and any files transmitted w ith it are confidential and intended solely for the use of the individual or entity to w hich they are addressed. If you are not the intended recipient, you may not review , copy or distribute this message . If you have rece ived this email in error, please notify the sender immediately and delete the original message. Ne ither the sender nor the company for which he or she works accepts any liability for any damage ca used by any virus transmitted by this email. ***Th is e-ma il (including any attachme nts) may contain information that is private, confident ial, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your syste m without copy ing it and notify sender by reply e-mail, so that our records can be corrected.*** ***Th is e-ma il (including any attachme nts) may contain information that is private, confident ial, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your syste m without copy ing it and notify sender by reply e-mail, so that our records can be corrected.*** CONFIDENTIALITY N OTI CE: Thi s email and any files transmitted w ith it are confi dentia l and intended solely for the use of the individua l or entity to wh ich they are addressed. If you are not the intended recipient, you may not review , copy or distribute this me ssage. If you have received this ema il in error, please not ify the sender immediately and delete the origina l message. Ne ither the sender nor the company for which he or she wo rks accepts any liability for any damage caused by any virus transmitted by this ema il. EXT-19-1492-A-000279 Document ID: 0.7.483.7422 Mangold, Donna From : Mangold, Donna Sent: Friday, October 20, 2017 10:24 AM To : Them, Richard; Frola, Micha el Cc: Kramer, Devitt ; Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: DoJ wire info Thanks All. From: Them, Richard [mailto :rthem@edmc.edu] Sent: Friday, October 20, 2017 10:24 AM To: Frola, Michael; Mangold, Donna Cc: Kramer, Devitt; Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: FW: DoJ wire info Hello Below is email confirmation that DOJ received their funds On Oct 20, 2017, at 8:49 AM, Kramer, Devitt wrote: FYI. From: Divelbiss, Matthew R. [mailto:mrdive lbiss@jonesday.com ] Sent: Friday, October 20, 2017 8:50 AM To: Kramer, Devitt Subject: FW: DoJ wire info Confirmat ion from DOJthat it has received the wire . Matthew R. Divelbiss (bio) Partner JONES DAY ® - One Firm Worldwide'M 500 Grant Street, Suite 4500 Pittsburgh, PA 15219.2514 Office +1.412.394 .7297 Mobile +1.412.818 .0915 mrdivelbiss@jonesday.com From: Wiegand, Christy (USAPAW) [mailto :Christy.Wiegand@usdoj.gov ] Sent: Friday, October 20, 2017 8:4 7 AM To: Divelbiss, Matthew R. Subject: RE:DoJ wire info Wire received. Thanks Matt. Christy Criswell Wiegand Deputy Chief, Civil Division EXT-19-1492-A-000280 Document ID: 0.7.483.19197 United States Attorney's Office Western District of Pennsylvania Joseph F. Weis Jr. United States Courthouse 700 Grant Street, Suite 4000 Pittsburgh, PA 15219 (412) 894-7452 From: Divelbiss, Matthew R. [ mailto:mrd ivelb iss@jonesday.com ] Sent: Thursday, October 19, 2017 5 :40 PM To : Wiegand, Christy (USAPAW) Subject: FW: DoJ wire info Christy: The payment was made late this afternoon . Matt Matthew R. Divelbiss /bio) Partner JONES DAY® - On e Firm Worldw ide 'M 500 Grant Street, Suite 4500 Pittsburgh, PA 15219.2514 Office +1.412.394. 7297 Mobile +1.412.818.0915 mrdivelbiss@jonesday.com From: Jalufka, Frank Sent: Thursday, October 19, 2017 5 :07 PM To: M ichael.Frola@ed.gov; Donna .Mangold@ed.gov Cc: Dennis M . Cariello (dennis.car iello@hmb r.com ) ; Przypyszny, John R. ; Kramer, Devitt ; Them, Richard ; McEachen, Mark A. Subject: DoJ wire info Based on our discussion on the fund flow process, I'm emailing you the wire info t hat was sent to DoJ by US Bank. We have sent the same info to Kathy Zampogna who has been our point of contact for payments . Frank Jalufka Education Management Corporation 210 Sixth Avenue, Pittsburgh, PA 15222-2603 Direct: 412 -995 -7357 I Cell: 949 -870 -5292 fja lufka@edmc .edu EXT-19-1492-A-000281 Document ID: 0.7.483.19197 CONFIDENTIALITY N OTICE: Thi s email and any files transmitted w ith it are confidential and intended solely for the use of the individual or entity to w hich they are addressed. If you are not the intended recipient, you may not review , copy or distribute this message . If you have rece ived this email in error, please notify the sender immediately and delete the original message. Ne ither the sender nor the company for which he or she works accepts any liability for any damage ca used by any virus transmitted by this email. ***Th is e-ma il (including any attachme nts) may contain information that is private, confident ial, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your syste m without copy ing it and notify sender by reply e-mail, so that our records can be corrected.*** ***Th is e-ma il (including any attachme nts) may contain information that is private, confident ial, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your syste m without copy ing it and notify sender by reply e-mail, so that our records can be corrected.*** CONFIDENTIALITY N OTI CE: Thi s email and any files transmitted w ith it are confi dentia l and intended solely for the use of the individua l or entity to wh ich they are addressed. If you are not the intended recipient, you may not review , copy or distribute this me ssage. If you have received this ema il in error, please not ify the sender immediately and delete the origina l message. Ne ither the sender nor the company for which he or she wo rks accepts any liability for any damage caused by any virus transmitted by this ema il. EXT-19-1492-A-000282 Document ID: 0.7.483.19197 M angold , Donn a From : Mangold, Sent : Friday, October 20, 2017 10:44 AM To : Przypyszny, John R. Cc: Frola, Michael; Subj ect : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly Donna LOC #91892434) Sendi ng again -doesn't Hill, Tiffany ) do much good if I just reply to mysel f! From : Mangold, Donna Se nt: Friday, October 20, 2017 10:43 AM To: Mangold, Donna Cc: Frola, Michael; Hill, Tiffany Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) John, fo llowing up to see if you or BNP wil l be preparing the modifications on the duplicate amendment affidavit From: Mangold, Donna Se nt: Wednesday, October 18, 2017 5:32 PM To: 'Przypyszny,John R.' Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subj ect : RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) In concept, this is fine-will you/BNP do the necessary modifications to the language? From: Przypyszny,John R. (mailto:John.Przypyszny@dbr.com] Se nt: Wednesday, October 18, 2017 4:38 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Ok, thanks. And yes, we believe it wou ld only be a dup licat e o riginal of the missing amendment . Joh n From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov ] Sent : Wednesday, October 18, 2017 4 :30 PM To: Przypyszny, John R. Cc: Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Hol t (rho lt@ rousefrets .com ) ; Dennis M . Cariello ( denn is.cariello@hmbr .com ) Subject: RE: EDMC - DCF - RE:Condition 4 update (BNP PARIBAS LOC#04141468 (formerly LOC#91892434)) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified. The form of certificate refers to the original LOC, and so it will have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a certified copy- and it appears that is what EXT-19-1492-A-000283 Document ID: 0.7.483.7569 they will be providing . Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday,October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment , see attached form of certificate that BNP requires when it provides a duplicate of a lost document . My understanding is that they will provide a duplicate or iginal but need this cert ificate. I gather this lost document certificate is a fairly standard way for them to deal with these matters . Can you review and let us know if the Department cou ld be able to execute this certificate. Let me know if you have any questions. John John R. Przyp yszny Drinker Biddle & Reath LLP 1500 K Stree t, N.W. Washington , DC 20005-1 209 (202) 842-8858 offi ce (202) 842 -8465 fax (57 1) 2 16-0155 mobil e John.Przypys zny@dbr.com www.drinkerbiddle.com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent: Tuesday, Oct ober 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M . Cariello Cc:Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L. Holt (rholt@ rousefrets.com ) Subject: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04 141 4 68 (formerly LOC#91892 4 34)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be p resented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC # 91892434 (now #04141468), which language would require the Department to present all original amendments (and the original LOC) for any draws. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question . In terms of cert ified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that t his is a true and correct copy of the amendmen t EXT-19-1492-A-000284 Document ID: 0.7.483.7569 sufficient? Thanks again for all your help with this. John John R. Przypysz ny Drinker Biddl e & Reath LLP 1500 K Street, N.W. Washing ton, DC 20005-1209 (202) 842 -8858 office (202) 842-8465 fax (571)216-0 155 mobile John .Przypyszny @dbr.com www.drinkerb iddle .co m From: Mangold, Donna (mailto :Donna .Mangold@ed .gov ] Sent: Monday, October 16, 2017 6:17 PM To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rho lt@rousefrets.com ) Subject : RE:EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOC records and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBASLOC#04141468 (former ly LOC #91892434) that is missing in our records: Date Reason for Ame ndm ent Marc h 9, 2009 Amendment No. 4 Expiration Da te Amended and LOC increased by $28,605,772 Expiration Date/New Amount June 30 2010 $120 ,524,722 Numbe r of pages Two pages includ ing Schedule A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department will require EDMC t o take wha t ever st eps are necessary to cause BNP PARIBAS to issue a duplicate (certified copy) of Amendment 4 on or before November 15, 20 17. Please be advised that compliance with this requirement is a condition t o cont inued participation, and t o the Departmen t' s fina l approval of the CIO and t he conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOC numbers, please ignore the comment in Condition No .2 (in my same e-mail) about deleting references to t he LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber - I have not gone back to double check. EXT-19-1492-A-000285 Document ID: 0.7.483.7569 Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yeste rday: December 13, 20 12 Two Clients listed - Education Management, LLC LOC #91892434 and Constellation Energy Commodities Group, Inc. LOC #04110918 . Decreased LOC by $36 ,422 ,007 $148 ,577 ,993 Two pages I will t ry to remember to send this amendment tomorrow - if I forget -- please remind me later this wee k. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4 :43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEIDs/lnstitutions . Each LCis grouped by LCnumber and conta ins each amendment. The schedule A to each LC lists all of the EDMC schools/OPEIDs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22 ,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434)- for $102,158,215.00 page 8 of 13 on Bank of America LC No. 68073794-for $68,903,944 .50 (wh ich is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers fo r which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEiOs/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you wi ll see, each letter of credit applies to each of the 18 OPEID numbers. Given the foregoing - and I respect that you will want to review and confirm th is -can you confirm that item 4 below is no longer required? In addition, could we talk at 9:00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517 " ) is t he funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22 ,967 ,981.50) and acceptance of the EXT-19-1492-A-000286 Document ID: 0.7.483.7569 amendment to the BofA LC(LC No. No. 68073794) , the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the col lateral once released and transfer funds as set forth on the funds flow, includ ing to the Department of Justice to pay off the remaining settlement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions. Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires") . We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recoverthe released BNP LC(BNP LCNo. 04141402 - for $22,967 ,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794) . Thanks, Dennis From: Dennis M. Cariello Se nt: Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and subst itutions/number changes? From: Dennis M. Cariello [mailto:dennis.car iello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this -item 4 is a new term that was never discussed on Thursday , is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis EXT-19-1492-A-000287 Document ID: 0.7.483.7569 From : Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent : Sunday,October 15, 2017 12:48 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subj ect: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with this over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have physical accessto the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12 th e-mail, and is subjec t to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin t he amount of $102 ,168,215 (and any amendments thereto)- t his LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No. 4 below . The Department accepts this LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in the amount of $68,903,044 .50 (and any amendments thereto) -Until it is replaced in accordance w ith No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury ( or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is further subject to confirmation from DOJ as to the outstand ing amount. The Draft conse nt and Acknowledgement should be furth er re vised to delete the specific refere nce to the LOC#. 3. Regarding the existing LOCin t he amount of in the amount of $22,967,981.50 (and any amendments thereto) -this LOCwill be cancelled and released. 4. New LOC(s) must be issued no later than November 15, 2017 to replace the exist ing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownersh ip and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202 -453 -6710 EXT-19-1492-A-000288 Document ID: 0.7.483.7569 From: Them, Richard [mailto: rt:hem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavailable. M ike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the lette rs or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, t he transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amo unt of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or pr ior to May 31, 2018. DOEaccepts this LOC as satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018 . Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknowledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirma t ion that this was t he understanding we reached on the mechanics of the letters EXT-19-1492-A-000289 Document ID: 0.7.483.7569 or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) This ema il has been scanned by the Symantec Email Secur ity.cloud service . For more infom1ation please visit ht1J>: //www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit ht1J>: //www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit ht1J>: //www.symanteccloud.com This emai l has been scanned by the Symantec Email Secur ity.cloud service . For more infom1ation please visit ht1J>: //www.symanteccloud .com ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership . The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the firm's Florham Park office is Andrew EXT-19-1492-A-000290 Document ID: 0.7.483.7569 B. Joseph. ************************************** This message contains information which may be confid ential and privileged. Un less you are the intend ed addressee (or authorized to rece ive for the intended addressee), you may not use, copy or disclos e to anyone the message or any information contained in the message. If you have rece ived the message in error, p lease advise the sender at Drinker B idd le & Reath LLP by reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner respons ible for the firm 's Pr inceton office is Jonathan I. Epstein , and the partner respons ible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intend ed addressee (or authorized to rece ive for the intended addressee) , you may not use, copy or disclose to anyone the message or any infom 1ation contained in the message . If you have rece ived the message in error, please advise the sender at Drinker Biddl e & Reath LLPby reply e-mail and delete the message . Thank you very much . ************************************** EXT-19-1492-A-000291 Document ID: 0.7.483.7569 Przypyszny, John R. From : Przypyszny , John R. Sent: Friday, October 20, 2017 10:50 AM To : Mangold, Cc: Frola, Michael; Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 Donna Hill, Tiffany LOC #91892434) (formerly ) Donna, Yes, we are edit ing along lines you suggest ed. Just need to get bank to sign off on edits and hope to have to you on Monday. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842 -8858 offi ce (202) 842 -8465 fa x (571)216-0 155 mobile John. Przypyszny @d b r.com www.drink erbiddl e.co m From: Mangold, Donna [mai lto:Donna.Mangold@ed.gov] Sent: Friday, October 20, 2017 10:44 AM To: Przypyszny, John R. Cc:Frola, Michael ; Hill, Tiffany Subject: RE: EDMC - DCF- RE:Condi t ion 4 update (BNP PARIBAS LOC#04141468 (formerly LOC#91892434)) Sending again - doesn't do much good if I just reply to myself! From: Mangold, Donna Sent: Friday, October 20, 2017 10:43 AM To : Mangold, Donna Cc: Frola, Michael; Hill, Tiffany Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) John, fo llowing up to see if you or BNP wil l be preparing the modifications on the duplicate amendment affidavit From: Mangold, Donna Sent: Wednesday, October 18, 2017 5:32 PM To: 'Przypyszny,John R.' Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) EXT-19-1492-A-000292 Document ID: 0.7.483.7615 In concept, th is is fine -w ill you/BNP do the necessary modificat ions to the language? From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Se nt: Wednesday, October 18, 2017 4:38 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) Ok, thanks. And yes, we believe it would only be a duplicate original of the missing amendment. John From: Mangold, Donna [ mailto:Donna .Mangold@ed .gov ] Sent : Wednesday, October 18, 2017 4:30 PM To : Przypyszny , John R. Cc:Them, Richard ; Frola, M ichael ; Finley, Steve ; Ronald L.Ho lt( rholt@rousefrets.com ) ; Dennis M. Cariello ( dennis.cariello@hmbr.com ) Subject: RE: EDMC - DCF - RE: Cond it ion 4 update (BNP PARIBAS LOC#04 141468 (formerly LOC #91892434)) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified . The form of certificate refers to the original LOC, and so it w ill have to be more specific to refer to the specif ic amendment. Probably even better to have a duplicate original instead of a cert ified copy- and it appea rs that is what they will be provid ing. Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it provides a duplicate of a lost document. My understanding is that they will provide a duplicate original but need this certificate. I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department could be able to execute this certificate. Let me know if you have any questions. John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842-8858 office (202) 842-8465 fax (571)216-0155 mobile John.Przypyszny@dbr.com www.drinkerbiddle.com EXT-19-1492-A-000293 Document ID: 0.7.483.7615 From: Mangold, Donna (mailto :Donna .Mangold@ed .gov] Se nt : Tuesday, October 17, 2017 10:23 AM To: Przypyszny, John R. ; Dennis M . Cariello Cc:Them, Richard ; Frola, Michael ; Finley, St eve ; Ronald L. Holt (rholt@rousefrets .com ) Subje ct: RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC#91892 4 34)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC # 91892434 (now #04 141468), which language would require the Department to present all original amendments (and the original LOC) for any draws. From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question . In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that this is a true and correct copy of the amendment sufficient? Thanks again for all your help w ith th is. John John R. Przypyszny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842-8858 office (202) 842-8465 fax (571)216-0155 mobile John.Przypyszny @dbr.com v,rww.drinkerb idd le .com From: Mangold, Donna (mailto:Donna.Mangold@ed .gov] Se nt: Monday, October 16, 2017 6:17 PM To : Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rho lt@rousefrets.com ) Subject : RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892 4 34)) Dennis, EXT-19-1492-A-000294 Document ID: 0.7.483.7615 We have now had an opportunity to research our LOC records and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records: Date Reason for Amendment March 9, 2009 Amendment No. 4 Expiration Date Amended and LOC increased by $28,605,772 Expiration Date/New Amo unt June 30 2010 $120 ,524 ,722 Numbe r of pages Two pages including Schedule A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department will require EDMC to take whatever steps are necessary to cause BNP PARIBAS to issue a duplicate (certified copy) of Amendment 4 on or before November 15, 20 17. Please be advised that compliance with this requirement is a condition t o continued participation, and t o the Department's fina l approval of the CIO and t he conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condit ion No .2 (in my same e-mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the refe rence is to the current LOCnumber- I have not gone back to double check. Also, we have identified an amendmen t to BNP PARIBASLOC#04 141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: December I 3, 20 12 Two Clients listed - Educat ion Management, LLC LOC #91892434 and Constellation Energy Commodities Group, Inc. LOC #04110918 . Decreased LOC by $36 ,422 ,007 $148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week . Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4 :43 PM To: Mangold, Donna EXT-19-1492-A-000295 Document ID: 0.7.483.7615 Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today . Attached you will find all the LCsfor all 18 OPEiOs/institutions. Each LCis grouped by LCnumber and conta ins each amendment. The schedule A to each LC lists all of the EDMC schools/OP ElOs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22 ,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215 .00 page 8 of 13 on Bank of America LC No . 68073794 - for $68 ,903,944.50 (wh ich is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEi Os/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit . As you wi ll see, each letter of credit applies to each of the 18 OPEID numbers . Given the foregoing-and is no longer requi red? I respect that you will want to review and confirm th is - can you confirm that item 4 below In addition, could we talk at 9:00 am tomorrow morning to discuss t he process and timing for LCrelease/payment of the DOJsett lement amounts? Attached ("LoC funds flow post closing 101517") is t he funds flow document showing that that upon release of the BNP LC (BNP LCNo . 0414 1402 - for $22,967,98 1.50) and acceptance of the amendment to the BofA LC(LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the col lateral once released and transfer funds as set forth on the funds flow, includ ing to the Department of Justice to pay off the remaining sett lement amount . As I mentioned on Friday, the company received the payoff amount ($47 ,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions . Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab " sources and uses") and that the payment to the DOJ is the first payment to be wi red by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No . 68073794) . Thanks, Dennis From : Dennis M. Cariello Se nt: Sunday,October 15, 2017 2: 18 PM To : 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now. Should send shortly. And thank you for the suggestion. Dennis From : Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent : Sunday,October 15, 2017 2: 13 PM EXT-19-1492-A-000296 Document ID: 0.7.483.7615 To: Dennis M. Cariello Cc: John.Przypyszny@dbr .com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction. The letters of credit are still active until May, so I do not understand the need for replacement LCs. I can talk anytime today . Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 12:48 PM To : Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compounded by the late notice of the changes in the transaction), because we don't have phys ical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOCnumbers you have identified and the records we can access remotely. Nevertheless, we can confirm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson fi le for the EDMC schools. However, ou r confirmation is based on a modification of the language of the October 12 th e-ma il, and is subjec t to two additional cond itio ns (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin t he amount of $102,168,215 (and any amendments thereto)-this LOC rema ins in place unmodified as to amo u nt, mat urity or ot herwise unt il replaced as set forth in No. 4 below. The Department accepts th is LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. The Depart ment will accept the remaining portion of this LDC equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 2. Regarding the existing LOC in the amount of $68,903,044 .50 (and any amendments thereto) - Until it is replaced in accordance w ith No. 4 below, this LDC will be reduced via an amendment substant ially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5,340,9 18). However, the release of the collateral securing this LOCis expressly su bject to the direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding EXT-19-1492-A-000297 Document ID: 0.7.483.7615 on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7 :50 p.m. on Friday) . This is fu rt her subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowledgement should be further revised to delete the specific reference to the LOC#. 3. Regarding the existing LOCin the amount of in the amount of $22,967,981.50 thereto) - this LOCwill be cancelled and released. 4. New LOC(s) must be issued no later t han November 15, 2017 to rep lace the exist ing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. (and any amendments This confirmation supplemen t s, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6(149 Washington, D.C. 20202-2110 202 -453 -6710 From: Them, Richard [mailto:rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporar ily unavailable . Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction . I am writing to confirm t he parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the lette rs or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, the transaction is current ly scheduled as of Monday, October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC# 04141468 in the amount of $102,168,215 remai ns in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOC as satisfying t he $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. EXT-19-1492-A-000298 Document ID: 0.7.483.7615 3. Bank of America LOC# 6807379 4 in the amo u nt of $68,903,04 4 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4 . BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5 . Attached is a draft of the amendment to t he LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have at tached a form of the consent that the DOEhas asked fo r from EDMC and DC ED Holdings/DCF confirming and acknow ledging that the entire amount of t he letters of credit on file can be used to cover any liabilit ies for all institutions cur rent ly covered under the letters or credit regardless of ownership. We would appreciate if you could confi rm that the form of amendment is acceptab le to the DOE. Please note that that the expiration date of LOC# 68073 794 remains May 31, 2018 . Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirma t ion that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for conti n uing t ime and attention on this matter . Dennis Cariello Richard Them Senior Vice President -Studen t Finance and Complia nce Educat ion Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606 - 244 2 (New Number) This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000299 Document ID: 0.7.483.7615 This email has been scanned by the Symantec Emai l Security .cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Secur ity.cloud service. For more information please visit http://www.symanteccloud .com ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privi leged. Un less you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message . If you have received the message in error, please advise the sender at Drinker Bidd le & Reath LLP by reply e-mail and delete the message . Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsib le for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Bidd le & Reath LLP by reply e-ma il and delete the message . Thank you very much. ************************************** ************************************** Drinker Bidd le & Reath LLP is a De laware limited liability partnership . The partner responsib le for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged . Unless you are the intended EXT-19-1492-A-000300 Document ID: 0.7.483.7615 addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000301 Document ID: 0.7.483.7615 Mangold, Donna From : Mangold, Sent: Friday, October 20, 2017 10:52 AM To : Przypyszny, John R. Cc: Frola, Michael; Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly Donna LOC #91892434) Hill, Tiffany ) thanks From: Przypyszny,John R. [mailto:John.Przypyszny@dbr.com] Sent: Friday, October 20, 2017 10:50 AM To: Mangold, Donna Cc: Frola, Michael; Hill, Tiffany Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434 ) ) Donna, Yes, we are editing along lines you suggested. Just need to get bank to sign off on edits and hope to have to you on Monday. John John R. Przypyszny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842-8858 office (202) 842 -8465 fa x (571)216-0155 mobile John.Przypyszny @dbr.com www.drinkerbiddle .co m From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov ] Sent: Friday, October 20 , 201710:44 AM To: Przypyszny , John R. Cc:Frola, Michael ; Hill, Tiffany Subject: RE: EDMC - DCF - RE:Condi t ion 4 update (BNP PARIBAS LOC#04141468 (formerly LOC#91892434)) Sending again -doesn't do much good if I just reply to myself! From: Mangold, Donna Sent: Friday, October 20, 2017 10:43 AM To: Mangold, Donna Cc: Frola, Michael; Hill, Tiffany Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434 ) ) John, fo llowing up to see if you or BNP wil l be preparing the modifications on the duplicate amendment affidavit EXT-19-1492-A-000302 Document ID: 0.7.483.7571 From : Mangold, Donna Sent : Wednesday, October 18, 2017 5:32 PM To : 'Przypyszny,John R.' Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) In concept, this is fine - w ill you/BNP do the necessary modifications to the language? From : Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent : Wednesday, October 18, 2017 4:38 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com ); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) Ok, thanks. And yes, we believe it would only be a duplicate original of the missing amendment . John From: Mangold, Donna [ mailto:Donn a.Mangold@ed .gov ] Sent : Wednesday, October 18, 2017 4:30 PM To: Przypyszny, John R. Cc:Them, Richard ; Frola, M ichael ; Finley, Steve ; Ronald L.Ho lt( rho lt@ rous efr ets .com ) ; Dennis M. Cariello (denn is.cariello@hmbr .com ) Subject: RE: EDMC - DCF - RE: Cond it ion 4 update (BNP PARIBAS LOC#04141468 (formerly LOC #91892434)) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified. The form of certificate refers to the original LOC, and so it w ill have to be more specific to refer to the specific amendment . Probably even better to have a duplicate original instead of a cert ified copy - and it appea rs that is what they will be provid ing. Let me double check with Mike, and I will get back to you . From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it provides a duplicate of a lost document. My understanding is that they will provide a duplicate or iginal but need this certificate. I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department could be able to execute this certificate. Let me know if you have any questions. John John R. Przypyszny Drinker Biddle & Reath LLP EXT-19-1492-A-000303 Document ID: 0.7.483.7571 1500 K Street, N.W. Washin gton , DC 20005-1 209 (202) 842-8858 offi ce (202) 842-8465 fax (57 1)216 -0 155 mobil e John. Przypyszny @dbr.com www.drinkcrb iddlc.com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Tuesday, October 17, 2017 10:23 AM To : Przypyszny, John R. ; Dennis M. Cariello Cc: Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rho lt@ rousefrets.com ) Subject : RE: EDMC - DCF- RE:Condit ion 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892 4 34)) A copy of t he Amendment, with a letter from BNP saying t hat it is a true and correct copy and may be p resented for draw dow n as if it were the original amendment, notwithstanding language to the cont rary in original LOC # 91892434 (now #04141468) , which language would require t he Department t o present all original amendmen t s (and the original LOC} for any draws. From: Przypyszny, John R. (mailto:John.Przypyszny@dbr.com ] Sent: Tuesday, October 17, 2017 10:07 AM To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC # 91892434) ) Donna, Just a quick question . In terms of cert ifie d copy of the amendment that you are seeing, what do you need for purposes of the certificat ion. Is a let ter from BNP saying that this is a true and correct copy of the amendmen t sufficient? Thanks again for all your help with this. John Joh n R. Przypyszn y Drinker Biddl e & Reath LLP 1500 K Street, N.W. Washi ngton , DC 20005 -1209 (202) 842-8858 offi ce (202) 842-8465 fa x (57 1)216-0 155 mobil e John .Przypyszny @dbr.com www.drinkerb iddle .com From: Mangold, Donna [ mailt o :Donna .Mangold@ed .gov] Se nt : Monday, October 16, 2017 6:17 PM EXT-19-1492-A-000304 Document ID: 0.7.483.757 1 To: Dennis M. Cariello Cc: Przypyszny, John R.; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets .com ) Subject: RE:EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892 4 34)) Dennis, We have now had an opportunity to research our LOC records and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have ident ified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records : Date Reason for Ame ndm ent March 9, 2009 Amendment No . 4 Expiration Date Amended and LOC increased by $28,605,772 Exp iration Date/New Amount June 30 2010 $ 120 ,524,722 Numbe r of pages Two pages including Schedu le A In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department will require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017 . Please be advised that compliance with this requ irement is a condition to continued participation, and to the Department's final approval of the CIO and the conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers , please ignore the comment in Condition No.2 (in my same e- mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent . However, please insure that the reference is to the current LOCnumber - I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: December 13, 2012 Two Clients listed - Education Management, LLC LOC # 9 I 892434 and Constellation Energy Commodities Group, Inc. LOC #04 1l 091 8 . Decreased LOC by $36 ,422 ,007 $148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this week. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 EXT-19-1492-A-000305 Document ID: 0.7.483.757 1 Washington, D.C. 20202 -2110 202 -453 -6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEiOs/institutions . Each LCis grouped by LCnumber and conta ins each amendment. The schedule A to each LC lists all of the EDMC schools/OP ElOs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215 .00 page 8 of 13 on Bank of America LC No. 68073794 - for $68,903,944 .50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested . Finally, attached is an excel spreadsheet I prepared that lists the OPEiOs/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit . As you wi ll see, each letter of credit applies to each of the 18 OPEID numbe rs. Given the forego ing - and I respect that you will want to review and confirm th is - can you confirm that item 4 below is no longer required? In addition, could we talk at 9 :00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsett lement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that t hat upon release of the BNP LC(BNP LCNo . 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No. 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow , includ ing to the Department of Justice to pay off the remaining sett lement amount. As I mentioned on Friday, the company received the payoff amount ($47,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions. Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967 ,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794) . Thanks, Dennis From: Dennis M. Cariello Se nt: Sunday,October 15, 2017 2: 18 PM To : 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject : RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now . Should send shortly. EXT-19-1492-A-000306 Document ID: 0.7.483.7571 And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active unt il May, so I do not understand the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compounded by the late not ice of the changes in the transaction), because we don't have phys ical access to the LOCsand their various amendments, and there seems to be some discrepancy in the LOC numbers you have identified and the records we can access remotely . Nevertheless , we can confi rm the out line of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMC schools. However, our confirmat ion is based on a modification of the language of the October 12t h e-mail, and is subject to two additional conditions (direct release for full payment of the EDMC Settlement and replacement LOCsto be issued by November 15th ): 1. Regarding the existing LOCin th e amount of $102,168,215 (and any amendments thereto)-th is LOC rema ins in place unmodified as to amount, mat urity or ot herwise unt il replaced as set forth in No. 4 below . The Department accept s t his LOCas satisfying the $92,624,329 LC requirement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9,543,886 to sat isfy a portion of the EXT-19-1492-A-000307 Document ID: 0.7.483.7571 EDMC LCrequirement. 2 . Regarding the existing LOCin the amount of $68,903,044 .50 (and any amendments thereto) - Until it is replaced in accordance with No. 4 below, th is LOCw ill be reduced via an amendment substant ially consistent w ith prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCreq uirement ($5,340,918). However, the release of the collateral securing this LOCis expressly subject to the direct release of funds to the United States Treasury ( or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others , as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is further su bject to confi rmation from DOJ as to the outstand ing amount. The Draft consent and Acknowl edgement should be further revised to delete the specific reference to the LDC#. 3. Regarding the existing LOC in t he amount of in the amount of $22,967,981.5 0 (and any amendments t hereto) -this LOCwill be cancelled and released. 4. New LOC(s) must be issued no later t han November 15, 2017 to replace the exist ing LOCs. The new LOC(s) must have all OPEiDS listed regardless of ownersh ip and may contain no addit ional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter. Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Mary land Avenue, S.W. Room 6C149 Washington, D.C. 20202 -2110 202-453-6710 From: Them, Richard [mailto: rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject: Confirmation of our conversation Hi M ike I am sending this on behalf of Dennis who is temporarily unavailable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the lette rs or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this t ime, t he transact ion is cu rrentl y scheduled as of Monday, October 16, 2017. We wou ld provide you with updated/amended LOCsas outlined below EXT-19-1492-A-000308 Document ID: 0.7.483.7571 1. BNP Paribas LOC# 0414 1468 in the amount of $102,168,215 remains in place unmodified as to amount, maturity or otherwise unti l replaced/amended on or prior to May 31, 2018. DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2. DOEwill accept the remaining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequirement. 3. Bank of America LOC# 68073794 in the amount of $68,903,044.50 will be reduced v ia an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH.In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the entire amount of the letters of credit on file can be used to cover any liabilities for all institutions currently covered under the letters or credit regardless of ownership. We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptable, and that the transaction closes on Monday, a lender representative will provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday. On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate w ith him on a time to meet on Tuesday. We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOCcan be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letters or credit as of the date of closing. Thank you for continuing t ime and attention on this matter . Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412 -60 6- 2442 (New Number) This email has been scanned by the Symantec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000309 Document ID: 0.7.483.7571 This ema il has been scanned by the Syman tec Email Secur ity.cloud service . For more information please visit http://www.symanteccloud .com This ema il has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com ************************************** Drink er Bidd le & R eath LLP is a Delawa re limited liability partnership . The partner responsib le for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker B idd le & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a De laware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn 's Florham Park office is Andrew B. Joseph. ************************************** This message conta ins infom1ation which may be confiden tial and privi leged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message . If you have received the message in error, please advise the sender at Drinker B iddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsib le for the fum's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message . If you have received the message in error, please advise the sender at Drinker Bidd le & Reath LLPby reply e-ma il and delete the message . Th ank you very much. ************************************** EXT-19-1492-A-000310 Document ID: 0.7.483.7571 ************************************** Drinker Bidd le & Reath LLP is a Delaware limited liability partnership . The partner responsib le for the finn 's Princeton office is Jonathan I. Epstein , and the partner responsib le for the finn's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000311 Document ID: 0.7.483.7571 Mangold, Donna From : Mangold, Donna Sent : Friday , Octobe r 20 , 2017 12:37 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject : RE: Columbia Hollywood - Tr ibeca - I do have the valuation Dennis- I just realized I have the Knutte valuat ion in my e- mails - just hadn't printed it yet. So never mind on the request for the valuation. From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mi l valuation supporting the APA - we don't have that either - please send . Also -what is the interrelationship between the owners/officers/senior emp loyees of TFCand Edcura? Thanks . From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent : Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646 -415 -44 71 From : Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for the review that we don't have - the EXT-19-1492-A-000312 Document ID: 0.7.483.7572 marketing services agreement (January 2016) and the Administrative Services Agreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available o r if Erik needs to request from your client. Thanks, Donna Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000313 Document ID: 0.7.483.7572 Mangold, Donna From : Mangold, Donna Sent : Friday , Octobe r 20 , 2017 12:37 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject : RE: Columbia Hollywood - Tr ibeca - I do have the valuation Dennis- I just realized I have the Knutte valuat ion in my e- mails - just hadn't printed it yet. So never mind on the request for the valuation. From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mi l valuation supporting the APA - we don't have that either - please send. Also -what is the interrelationship between the owners/officers/senior emp loyees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent : Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646 -415 -44 71 From : Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for the review that we don't have - the EXT-19-1492-A-000314 Document ID: 0.7.483.19218 marketing services agreement (January 2016) and the Administrative ServicesAgreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available o r if Erik needs to request from your client. Thanks, Donna Donna Mangold 202-453 -6710 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000315 Document ID: 0.7.483.19218 Denni s M . cariello From : Dennis M. Cariello Sent: Friday, October 20, 2017 12:46 PM To : Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good . Ive asked about the other issue and will respond as soon as I hear back . Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12:37 PM, Mangold, Donna wrote: Dennis - I just realized I have the Knutte valuation in my e- mails- just hadn't printed it yet. So never mind on the request for the valuation . From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mil valuation supporting the APA-we don't have that either- please send. Also-what is the interrelationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis EXT-19-1492-A-000316 Document ID: 0.7.483.7574 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov ] Sent: Wednesday,October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker,Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents , and there are two agreements I need for the review that we don't have -the marketing services agreement (January 2016) and the Administrative ServicesAgreement (August 2016) . These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client . Thanks, Donna Donna Mangold 202-453-6710 This ema il has been scanned by the Symantec Email Security .cloud service . //www .symanteccloud .com For more information please v isit htq:>: This email has been scanned by the Symantec Email Security .cloud service . //www .symanteccloud .com For more information please vis it htq:>: This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com EXT-19-1492-A-000317 Document ID: 0.7.483.7574 Mangold, Donna From : Mangold, Donna Sent: Friday, October 20, 2017 1:15 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - I do have the valuation Although now that I am reading I am a little confused -the submission to WASC-SCUCsaid that CCHwas engaging an independent valuation -and Knutte appears to have been done "for the benefit of [Tribeca] and interested buyers." Can you confirm for me that the Knutte valuation is the on ly one & that CCHdidn't do another independent one? I just want to reflect everything correctly. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12:37 PM, Mangold, Donna wrote: Dennis - I just realized I have t he Knutte valuation in my e- mails - just hadn't printed it yet. So never mind on the request for the valuation. From : Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal t hat CCHsubmitted to WASC ( in Section I.A. 1) refers to a $4 mil valuation supporting the APA-we don't have that either- please send. Also - what is the interre lationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca EXT-19-1492-A-000318 Document ID: 0.7.483.7576 Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415 -44 71 From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent : Wednesday,October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going t hrough the documents, and there are two agreements I need for t he review that we don' t have -the marketing services agreement (January 2016) and the Administrative Services Agreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www .symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http ://www .symanteccloud .com This emai l has been scanned by the Symantec Emai l Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com EXT-19-1492-A-000319 Document ID: 0.7.483.7576 Mangold, Donna From : Mangold, Donna Sent: Friday, October 20, 2017 1:15 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - I do have the valuation Although now that I am reading I am a little confused -the submission to WASC-SCUCsaid that CCHwas engaging an independent valuation -and Knutte appears to have been done "for the benefit of [Tribeca] and interested buyers." Can you confirm for me that the Knutte valuation is the on ly one & that CCHdidn't do another independent one? I just want to reflect everything correctly. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12:37 PM, Mango ld, Donna wrote: Dennis - I just realized I have t he Knutte valuation in my e- mails - just hadn't printed it yet. So never mind on the request for the valuation. From : Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC ( in Section I.A. 1) refers to a $4 mil valuation supporting the APA-we don't have that either - please send. Also - what is the interre lationship between the owners/officers/sen ior emp loyees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca EXT-19-1492-A-000320 Document ID: 0.7.483.19220 Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415 -44 71 From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent : Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going t hrough the documents, and there are two agreements I need for t he review that we don' t have -the marketing services agreement (January 2016) and the Administrative Services Agreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www .symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http ://www .symanteccloud .com This emai l has been scanned by the Symantec Emai l Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com EXT-19-1492-A-000321 Document ID: 0.7.483.19220 Mangold, Donna From : Mangold, Donna Sent: Friday, October 20, 2017 3:58 PM To : Dennis M. Cariello Cc: Subject: Fosker, Erik RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12:37 PM, Mango ld, Donna wrote: Dennis - I just realized I have the Knutte valuation in my e-mails - just hadn't printed it yet. So never mind on the request for the valuation. From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC ( in Section I.A.1) refers to a $4 mil valuation supporting the APA-we don't have that either- please send. A lso -what is the interre lationship between the owners/officers/sen ior emp loyees of TFCand Edcura? Thanks. From : Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, EXT-19-1492-A-000322 Document ID: 0.7.483.7578 I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Se nt: Wednesday,October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subj ect: Columbia Hollywood - Tribeca Dennis, I am going t hrough the documents, and there are two agreements I need for the review that we don ' t have-the marketing services agreement (January 2016) and the Administra t ive Services Agreement (August 2016). These agreements are with the to-be -former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more infom1ation please visit http://www.symanteccloud .com EXT-19-1492-A-000323 Document ID: 0.7.483.7578 Przypyszny, John R. From : Przypyszny, John R. Sent : Monday, October 23 , 2017 3:04 PM To : Mangold, Donna Cc: Frola, Michael; Subject : RE: EDMC - DCF - RE: Condition 4 update (B NP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Attachments: NY-#30340367-v2- US- DOE--- Lost - LoC- Affidav it.doc Hill, Tiffany Donna, Here is the revised certificate. Let me know if this is acceptab le to the Department. Regards, John John R. Przypyszny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005-1209 (202) 842-8858 office (202) 842-8465 fax (571)216-0155 mobile John.Prz ypysz ny@dbr.com www.drinkcrbiddlc .com From: Mangold, Donna [mai lto:Donna.Mangold@ed.gov ] Sent : Friday, October 20, 2017 8:52 AM To: Przypyszny, John R. Cc: Frola, M ichael ; Hill, Tiffany Subject: RE: EDMC - DCF- RE: Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) thanks From: Przypyszny,John R. [ mailto:John.Przypyszny@dbr .com] Sent : Friday, October 20, 2017 10:50 AM To: Mangold, Donna Cc: Frola, Michael; Hill, Tiffany Subject : RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Donna, Yes, we are edit ing along lines you suggested. Just need to get bank t o sign off on edits and hope to have to you o n Mo nday. EXT-19-1492-A-000324 Document ID: 0.7.483.7584 John John R. Przypyszny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005 -1209 (202) 842 -8858 offi ce (202) 842 -8465 fa x (571)216 -0155 mobile John.Przypyszny @dbr.com www.drinke rbiddl e.co m From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov ] Sent: Friday, October 20, 2017 10:44 AM To: Przypyszny, John R. Cc: Frola, M ichael ; Hill, Tiffany Subject: RE: EDMC - DCF - RE:Condi t ion 4 update (BNP PARIBAS LOC#04141468 (formerly LOC #91892434)) Sending again - doesn't do much good if I just reply to myself ! From: Mangold, Donna Sent: Friday, October 20, 2017 10:43 AM To : Mangold, Donna Cc: Frola, Michael; Hill, Tiffany Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) John, fo llowing up to see if you or BNP wil l be prepari ng the modificatio ns on the duplicate amendment affidavit From: Mangold, Donna Sent: Wednesday, October 18, 2017 5:32 PM To: 'Przypyszny, John R.' Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434 ) ) In concept, this is fine-will you/BNP do the necessary modificat ions to the language? From: Przypyszny, John R. (mailto:John.Przypyszny@dbr.com] Sent: Wednesday, October 18, 2017 4:38 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets .com); Dennis M. Cariello ( dennis.cariello@hmbr.com) Subject: RE: EDMC - DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Ok, thanks. And yes, we believe it would only be a duplicate original of the missing amendment. John From: Mangold, Donna [ mailt o:Donna.Mangold@ed .gov ] Sent: Wednesday, October 18 , 2017 4 :30 PM To: Przypyszny, John R. EXT-19-1492-A-000325 Document ID: 0.7.483.7584 Cc: Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@ rousefrets .com ) ; Dennis M. Cariello (dennis.ca riello@hmbr.com ) Subject : RE: EDMC - DCF- RE:Condition 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) I expected to see something like this and was pleasantly surprised when the process seemed to be so simp lified. The form of certificate refers to the original LOC, and so it will have to be more specific to refer to the specific amendment. Probably even better to have a duplicate original instead of a certified copy - and it appears that is what they will be providing . Let me double check with Mike, and I will get back to you. From: Przypyszny,John R. (mailto:John.Przypyszny@dbr .com] Sent: Wednesday,October 18, 2017 4:24 PM To: Mangold, Donna Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com); Dennis M. Cariello (dennis.cariello@hmbr.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBASLOC #04141468 (formerly LOC #91892434) ) Donna, Regarding the missing BNP amendment, see attached form of certificate that BNP requires when it provides a duplicate of a lost document. My understanding is that they will provide a duplicate original but need this certificate. I gather this lost document certificate is a fairly standard way for them to deal with these matters. Can you review and let us know if the Department could be able to execute this certificate . Let me know if you have any questions. John John R. Przypysz ny Drink er Biddle & Reath LLP 1500 K Street, N.W. Washington, DC 20005 -1209 (202) 842 -8858 office (202) 842 -8465 fax (571)216-0 155 mobile John.Przypyszny @dbr.com www.drinkerb iddl e.com From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov ] Sent : Tuesday, October 17, 2017 10:23 AM To : Przypyszny , John R. ; Dennis M. Cariello Cc:Them, Richard ; Frola, Michael ; Finley, St eve ; Ronald L. Holt (rholt@rousefrets.com ) Subject: RE: EDMC - DCF- RE:Condit ion 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) A copy of the Amendment, with a letter from BNP saying that it is a true and correct copy and may be presented for draw down as if it were the original amendment, notwithstanding language to the contrary in original LOC # 91892434 (now #04141468), which language would require t he Department to present all original amendments (and the original LOC} for any draws. From: Przypyszny,John R. (mailto:John.Przypyszny@dbr.com ] Sent: Tuesday, October 17, 2017 10:07 AM EXT-19-1492-A-000326 Document ID: 0.7.483.7584 To: Mangold, Donna; Dennis M. Cariello Cc: Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF - RE: Condition 4 update (BNP PARIBAS LOC #04141468 (formerly LOC #91892434) ) Donna, Just a quick question . In terms of certified copy of the amendment that you are seeing, what do you need for purposes of the certification. Is a letter from BNP saying that this is a true and correct copy of the amendment sufficient? Thanks again for all your help with this. John John R. Przypys zny Drinker Biddle & Reath LLP 1500 K Street, N.W. Washington , DC 20005-1209 (202) 842-8858 offi ce (202) 842-8465 fa x (571)216 -0 155 mobile John. Przypyszny @dbr.com www.drinkcrbiddlc.com From: Mangold, Donna [ mailto:Donna.Mangold@ed .gov] Sent : Monday, October 16, 2017 6:17 PM To : Dennis M. Cariello Cc: Przypyszny, John R. ; Them, Richard ; Frola, Michael ; Finley, Steve ; Ronald L.Holt( rholt@rousefrets.com ) Subject: RE: EDMC - DCF- RE:Condit ion 4 update (BNP PARIBASLOC#04141468 (formerly LOC#91892434)) Dennis, We have now had an opportunity to research our LOC records and locate the physical copies of the LOCsand amendments, and we have had an opportunity to compare our records to the information you sent us yesterday. As we discussed by phone, we have identified one amendment to BNP PARIBASLOC#04141468 (formerly LOC #91892434) that is missing in our records: Date Reason for Ame ndm ent March 9, 2009 Amendment No . 4 Expiratio n Date Ame nded and LOC inc reased by $28,605,772 Exp iration Date/New Amount Ju ne 30 2010 Numbe r of pages $ 120 ,524 ,722 A Two pages - includ ing Schedu le In exchange for relieving the parties from complying with Condition No. 4 (set forth in my 10-15-17 12:58 pm email), the Department wi ll require EDMC to take whatever steps are necessary to cause BNP PARIBASto issue a duplicate (certified copy) of Amendment 4 on or before November 15, 2017. Please be advised that compliance with this requirement is a condition to continued participation, and to the Department's final approval of the CIO and the EXT-19-1492-A-000327 Document ID: 0.7.483.7584 conversion. Given that we have now had an opportunity to match your pdf to our records, and have been able to trace the changing LOCnumbers, please ignore the comment in Condition No.2 (in my same e-mail) about deleting references to the LOCnumber in the Draft Acknowledgement and Consent. However, please insure that the reference is to the current LOCnumber - I have not gone back to double check. Also, we have identified an amendment to BNP PARIBASLOC#04141468 (formerly LOC#91892434) that was not referenced in the pdf you sent to us yesterday: December 13, 2012 Two Clients listed - Education Management, LLC LOC #91892434 and Constellation Energy Commodities Group, Inc. LOC #0411091 8 . Decreased LOC by $36 ,422 ,007 $148 ,577,993 Two pages I will try to remember to send this amendment tomorrow - if I forget -- please remind me later this wee k. Donna Donna S. Mangold Attorney Office of General Counsel Division of Postsecondary Education U.S. Departmen t of Education 400 Ma ry land Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Sunday,October 15, 2017 4:43 PM To : Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks again for your suggestion and assistance today. Attached you will find all the LCsfor all 18 OPEiOs/institutions. Each LCis grouped by LCnumber and contains each amendment. The schedule A to each LC lists all of the EDMC schools/OP ElOs. The schedules As can be found on the following pages: • • • page 11 of 11 on BNP LC No. 04141402 - for $22,967,981.50 (which is being released) page 13 of 19 on BNP LC No. 0413168 (formerly No. 91892434) - for $102,158,215.00 page 8 of 13 on Bank of America LC No. 68073794-for $68,903,944.50 (which is being amended) Also attached you will find the Department's February 27, 2017 that lists each of the 18 OPEID numbers for which a letter of credit was requested. Finally, attached is an excel spreadsheet I prepared that lists the OPEiOs/Institutions listed by the Department in the February 27, 2017 letter and sets forth if that OPEID/lnstitution is listed on Schedule A to the letters of credit. As you will see, each letter of credit applies to each of the 18 OPEID numbers. EXT-19-1492-A-000328 Document ID: 0.7.483.7584 Given the foregoing-and is no longer required? I respect that you will want to review and confirm this - can you confirm that item 4 below In addition, could we talk at 9 :00 am tomorrow morning to discuss the process and timing for LCrelease/payment of the DOJsettlement amounts? Attached ("LoC funds flow post closing 101517") is the funds flow document showing that that upon release of the BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and acceptance of the amendment to the BofA LC(LC No. No . 68073794), the lenders will release the collateral securing those LCsto US Bank and US Bank will receive the collateral once released and transfer funds as set forth on the funds flow, including to the Department of Justice to pay off the remaining settlement amount. As I mentioned on Friday, the company received the payoff amount ($47 ,328,207 .88) from AUSA Christy Wiegand and we have the payment instructions. Also, you will note that there is sufficient funds to make the payment to the DOJ (see the first tab "sources and uses") and that the payment to the DOJ is the first payment to be wired by US Bank (see second tab "wires"). We just want to make sure everyone is clear on logistical aspects of this and timing of the actions, and also figure out a time for the lender representative (like ly John Przypyszny) to recover the released BNP LC(BNP LCNo. 04141402 - for $22,967,981.50) and the acceptance of the amendment to the BofA LC(LC No. No. 68073794). Thanks, Dennis From: Dennis M. Cariello Sent: Sunday, October 15, 2017 2: 18 PM To: 'Mangold, Donna' Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna -we are pulling that together now . Should send shortly. And thank you for the suggestion . Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Se nt: Sunday, October 15, 2017 2: 13 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Dennis, does anyone on your team have a current list of all of the LOCsto include all amendment dates & and substitutions/number changes? From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Se nt: Sunday, October 15, 2017 1:34 PM To: Mangold, Donna Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve; Ronald L. Holt (rholt@rousefrets.com) Subject: RE: EDMC- DCF LOCconfirmation Donna, Thanks for your email and for your efforts over the weekend. We desperately need to talk about this - item 4 is a new term that was never discussed on Thursday, is inconsistent with prior conversations with the Department, and has dramatic ramifications for this transaction . The letters of credit are still active until May, so I do not understand EXT-19-1492-A-000329 Document ID: 0.7.483.7584 the need for replacement LCs. I can talk anytime today. Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Sunday,October 15, 2017 12:48 PM To: Dennis M. Cariello Cc: John.Przypyszny@dbr.com ; Them, Richard; Frola, Michael; Finley, Steve Subject: EDMC- DCF LOCconfirmation Dennis, As you can imagine, there are logistical complications dealing with th is over the weekend ( compoun ded by the late notice of t he changes in the transaction), because we don't have physical accessto t he LOCsand their various amendments, and there seems t o be some discrepancy in the LOCnumbers you have identified and the records we can access remotely . Nevert heless, we can confirm the ou tl ine of the plan set forth in the e-mail below for the release and amendment of LOCson file for the EDMCschools. However, ou r confirmation is based on a modification of the language of the October 12th e-mail, and is subject to two additional conditions (direct release for full payment of the th EDMC Settlement and replacement LOCsto be issued by November 15 ): 1. Regarding the existing LOC in the amount of $102,168,215 (and any amendments thereto) -th is LOC remains in place unmodified as to amount, maturity or otherwise until replaced as set forth in No . 4 below. The Department accepts this LOCas satisfying the $92,624,329 LCrequ irement of DC ED Holdings/DCF. The Department will accept the remaining portion of this LOCequal to $9 ,543,886 to satisfy a portion of the EDMC LCrequirement. 2 . Regarding the existing LOCin the amount of $68 ,903 ,044.50 (and any amendments thereto) - Until it is replaced in accordance with No. 4 below, this LOCwi ll be reduced via an amendment substantial ly consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LCrequirement ($5 ,340,918) . However, the release of the collat eral securing this LOCis expressly subject to t he direct release of funds to the United States Treasury (or as otherwise directed) to satisfy the amount outstanding on the Settlement between EDMC and DOJ and others, as noted in the cash collateral letter to Bank of America and the revised Draft Consent and Acknow ledgement (sent to you at 7:50 p.m. on Friday). This is fu rther subject to confirmation from DOJ as to the outstand ing amount. The Draft consent and Acknowl edgement should be furth er revise d to delete the specific refer ence to the LOC#. 3. Regarding the existing LOC in the amount of in the amount of $22,967 ,981.50 (and any amendments thereto) -this LOCwil l be cancelled and released. 4 . New LOC(s) must be issued no later than November 15, 2017 to rep lace the existing LOCs. The new LOC(s) must have all OPEIDSlisted regardless of ownership and may contain no additional language, to include any reference to state law or carrier delivery. This confirmation supplements, and does not replace, the requirements set forth in Mike Frola's October 5, 2017 letter . Donna S. Mangold Attorney EXT-19-1492-A-000330 Document ID: 0.7.483.7584 Office of General Counsel Division of Postsecondary Education U.S. Department of Education 400 Maryland Avenue, S.W. Room 6C149 Washington, D.C. 20202-2110 202-453-6710 From: Them, Richard [mailto: rthem@edmc.edu] Sent: Thursday, October 12, 2017 5:06 PM To: Frola, Michael Cc: Dennis M. Cariello; John.Przypyszny@dbr.com Subject : Confirmation of our conversation Hi Mike I am sending this on behalf of Dennis who is temporarily unavai lable. Mike, Thanks again for speaking with me and Richard Them yesterday regarding the EDMC/DCEHtransaction. I am writing to confirm the parties' understanding about the mechanics (and as applicable, the release) of the letter of credit exchange, and the allocation of the letters or credit immediately upon closing consistent with the terms of your October 5, 2017 letter. At this time, the transaction is current ly scheduled as of Monday , October 16, 2017. We would provide you with updated/amended LOCsas outlined below 1. BNP Paribas LOC#04141468 in the amount of $102,168,215 remains in p lace unmodified as to amount, maturity or otherwise until replaced/amended on or prior to May 31, 2018 . DOEaccepts this LOCas satisfying the $92,624,329 LCrequirement of DC ED Holdings/DCF. 2 . DOEwill accept the rema ining portion of the BNP Paribas LOC# 04141468 equal to $9,543,886 to satisfy a portion of the EDMC LCrequ irement . 3 . Bank of America LOC# 68073794 in the amount of $68,903,044 .50 will be reduced via an amendment substantially consistent with prior amendments to $5,340,918 to satisfy the remaining portion of the EDMC LC requirement ($5,340,918). 4. BNP Paribas LOC#04141402 in the amount of $22 ,967,981.50 will be cancelled and released. 5. Attached is a draft of the amendment to the LOC# 68073794 and consent/acknowledgment from EDMC/DCEH. In addition, I have attached a form of the consent that the DOEhas asked for from EDMC and DC ED Holdings/DCF confirming and acknowledging that the ent ire amount of the letters of credit on fi le can be used to cover any liabilities for all institutions current ly covered under the letters or credit regardless of ownership . We would appreciate if you could confirm that the form of amendment is acceptable to the DOE. Please note that that the expiration date of LOC# 68073794 remains May 31, 2018. Assuming the amendment if acceptab le, and that the transact ion closes on Monday, a lender representative w ill provide a fina l version of the amendment and consent/acknow ledgement by Friday or Monday . On Tuesday, October 17, 2017, John Przypyszny, counsel to the lender group, will go to the DOEto pick up the DOE's acknowledgement of the amendment of LOC#68073794 and the released/cancelled LOC(#04141402). I have copied John on this e-mail and would ask that you coordinate with him on a time to meet on Tuesday. EXT-19-1492-A-000331 Document ID: 0.7.483.7584 We will let you know if the closing is delayed in any way. 6. Upon the receipt and resolution of the close out audits for the EDMC institutions, ED will promptly rerun updated LOCamounts for the EDMC institutions to determine if the EDMC portions of the LOC can be decreased. We would appreciate your confirmation that this was the understanding we reached on the mechanics of the letter s or credit as of the date of closing. Thank you for continuing time and attention on this matter. Dennis Cariello Richard Them Senior Vice President -Student Finance and Compliance Educat ion Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Direct Dial 412-606-2442 (New Number) Th is email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www.symanteccloud .com Th is email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www .symanteccloud .com ************************************** Drinker Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein , and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intende d addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise EXT-19-1492-A-000332 Document ID: 0.7.483.7584 the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message . Thank you very much . ************************************** ************************************** Drink er Biddle & R eath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner respons ible for the firm's Florham Park office is Andrew B . Joseph. ************************************** Th is message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyon e the message or any information contained in the message. If you have received the message in error, please advise the sender at Drinker Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** ************************************** Drinker Biddl e & Reath LLP is a Delawar e limited liability partnersh ip. The partner responsible for the fmn 's Princeton office is Jonathan I. Ep stein, and the partner responsib le for the finn 's Florham Park office is Andr ew B. Joseph . ************************************** Th is message conta ins information which may be confidenti al and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender at Drink er Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much . ************************************** ************************************** Drink er Biddle & Reath LLP is a Delaware limited liability partnership. The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph . ************************************** This message contains information which may be confidential and privileged. Un less you are the intended addressee (or authorized to receive for the intended addressee) , you may not use, copy or disclose to anyone the message or any information contained in the message . If you have received the message in error, please advise the sende r at Drinker Biddle & Reath LLP by reply e-mail and delete the message . Thank you ve ry much. ************************************** ************************************** Drinker Biddle & Reath LLPis a Delaware limited liability partnership . The partner responsible for the firm's Princeton office is Jonathan I. Epstein, and the partner responsible for the firm's Florham Park office is Andrew B. Joseph. ************************************** This message contains information which may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received th e message in error, please advise th e sender at Drink er Biddle & Reath LLPby reply e-mail and delete the message. Thank you very much. ************************************** EXT-19-1492-A-000333 Document ID: 0.7.483.7584 Denni s M . cariello From : Dennis M. Carie llo Sent : Tuesday, October 24, 2017 12 :25 PM To : Mangold, Donna Cc: Fosker, Erik Subject : RE: Columbia Hollywood - Tr ibeca - purchase Sorry for the delay - there is no acquisition financing-the purchase price was $1. Although with rates as low as today's, maybe .they should th ink about it. : ) Kidding! Thanks, Dennis From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] Sent: Friday, October 20, 20 17 3:58 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good . Ive asked abou t t he other issue and wi ll respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12:37 PM, Mangold, Donna wrote: Dennis- I just realized I have the Knutte valuation in my e- mails- just hadn't printed it yet. So never mind on the request for the valuation . From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca EXT-19-1492-A-000334 Document ID: 0.7.483.7583 Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mil valuation supporting the APA-we don't have that either- please send. Also - what is the interrelationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I thin k these are the documents you are look ing for. Let me know if you need anything else. Thanks, Dennis 646 -415 -44 71 From : Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Wednesday,October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for the review that we don't have-the marketing services agreement (January 2016) and the Administrative Services Agreement (August 2016). These agreements are with the to -be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202-453-6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www. symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http ://www .symanteccloud .com EXT-19-1492-A-000335 Document ID: 0.7.483.7583 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service. For more information please visit http ://www .symanteccloud .com Thi s email has be en scanned by the Symantec Email Security.cloud service. For more information please visit http ://www. symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud .com EXT-19-1492-A-000336 Document ID: 0.7.483.7583 Mangold, Donna From : Mangold, Donna Sent: Tuesday, October 24, 2017 12:36 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Thanks-and still waiting on the high lights below (as to the valuation - see my follow up e-mail later on Fridayanything "independent" fo r CCH -i.e ., other than Knutte?) From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:25 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Sorry for the delay - there is no acquisition financing - the purchase price was $1. Although with rates as low as today's, maybe .they should th ink about it. : ) Kidding! Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Friday, October 20, 2017 3:58 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone EXT-19-1492-A-000337 Document ID: 0.7.483.7586 On Oct 20, 2017, at 12:37 PM, Mangold, Donna wrote: Dennis - I just realized I have the Knutte valuation in my e- mails - just hadn't printed it yet . So never mind on the request for the valuation . From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mil valuation suppo rting the APA - we don't have that either - please send . Also -w hat is the interre lationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for the review that we don't have-the marketing services agreement (January 2016) and the Administrative Services Agreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202-453-6710 EXT-19-1492-A-000338 Document ID: 0.7.483.7586 This email has been scanne d by the Symantec Email Secur ity.cloud service . For more infom1ation please visit http://www .symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This ema il has been scanned by the Symantec Ema il Security.cloud service. For more infom1ation please visit http ://www .symantecclo ud.com This email has been scanned by the Syman tec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Syman tec Em ail Security.cloud service . For more infom1ation please visit http ://www.symantecclo ud.com This email has been scanne d by the Syman tec Em ail Security.cloud service . For more information please visit http://www.symantecclo ud.com EXT-19-1492-A-000339 Document ID: 0.7.483.7586 Mangold, Donna From : Mangold, Donna Sent: Tuesday, October 24, 2017 12:36 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Thanks-and still waiting on the high lights below (as to the valuation - see my follow up e-mail later on Fridayanything "independent" fo r CCH -i.e ., other than Knutte?) From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:25 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Sorry for the delay - there is no acquisition financing - the purchase price was $1. Although with rates as low as today's, maybe .they should th ink about it. : ) Kidding! Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Manqold@ed.gov] Sent: Friday, October 20, 2017 3:58 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone EXT-19-1492-A-000340 Document ID: 0.7.483.19223 On Oct 20, 2017 , at 12:37 PM, Mango ld, Donna wrote: Dennis - I just realized I have the Knutte valuation in my e- mails - just hadn't printed it yet . So never mind on the request for the valuation . From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements . The proposal that CCHsubmitted to WASC (in Section I.A.1) refers to a $4 mil valuation suppo rting the APA - we don't have that either - please send . Also -w hat is the interre lationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents , and there are two agreements I need for the review that we don't have-the marketing services agreement (January 2016) and the Administrat ive Services Agreement (August 2016) . These agreements are with the to -be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client . Thanks, Donna Donna Mangold 202-453-6710 EXT-19-1492-A-000341 Document ID: 0.7.483.19223 This email has been scanne d by the Symantec Email Secur ity.cloud service . For more infom1ation please visit http://www .symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This ema il has been scanned by the Symantec Ema il Security.cloud service. For more infom1ation please visit http ://www .symantecclo ud.com This email has been scanned by the Syman tec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Syman tec Em ail Security.cloud service . For more infom1ation please visit http ://www.symantecclo ud.com This email has been scanne d by the Syman tec Em ail Security.cloud service . For more information please visit http://www.symantecclo ud.com EXT-19-1492-A-000342 Document ID: 0.7.483.19223 Denni s M . cariello From : Dennis M. Carie llo Sent : Tuesday, October 24, 2017 12 :36 PM To : Mangold, Cc: Fosker, Erik Subject : RE: Columbia Hollywood - Tr ibeca - purchase Donna Getting ready to send those now From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] Sent: Tuesday, October 24, 2017 12:36 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Thanks - and still waiting on the high lights below (as to the valuation - see my follow up e-mail later on Friday anything "independent" for CCH- i.e., other than Knutte?) From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:25 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Sorry for the delay - there is no acquisition financing - the purchase price was $1. Although with rates as low as today's, maybe .they should th ink about it . : ) Kidding! Thanks, Dennis From: Mangold, Donna [mailto :Donna.Mangold@ed.gov] Sent: Friday, October 20, 2017 3:58 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation EXT-19-1492-A-000343 Document ID: 0.7.483.7589 Sounds good. Ive asked about the other issue and wi ll respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12 :37 PM, Mangold, Donna wrote: Dennis - I just realized I have t he Knutte valuation in my e-mails - just hadn't printed it yet. So never mind on the reques t for the valuation. From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, t hanks for these two agreements. The proposal that CCHsub mitted to WASC (in Section I.A.1) refers t o a $4 mil valuation supporting the APA-we don't have that either- please send. Also - what is the interrelationship between the owners/officers/senior employees of TFCand Edcura? Thanks . From : Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for . Let me know if you need anything else. Thanks, Dennis 646 -415 -44 71 From: Mangold, Donna [ mailto: Donna.Manqold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject : Columbia Hollywood - Tribeca Dennis, I am going t hrough the documents, and there are two agreements I need for the review that we don' t have-the marketing services agreement (January 2016) and the Administra t ive Services Agreement (August 2016). These agreements are wi t h the to-be -former owners of Tribeca. Not sure if you have EXT-19-1492-A-000344 Document ID: 0.7.483.7589 them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202 -453 -6710 Thi s email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanne d by the Symantec Emai l Security.cloud service . For more information please v isit http://www .symanteccloud .com This email has been scanne d by the Symantec Emai l Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more infom1ation please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www .symanteccloud.com EXT-19-1492-A-000345 Document ID: 0.7.483.7589 Mangold, Donna From : Mangold, Donna Sent: Tuesday, October 24, 2017 4:09 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Dennis- I apologize if this question has been answered before - can you confirm that the former owners (traced through the ownership to Sterling) don't own any of the buildings where there are leases forTribeca. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:36 PM To: Mangold, Donna Cc: Fosker, Erik Subj ect : RE: Columbia Hollywood - Tribeca - purchase Getting ready to send those now From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Tuesday, October 24, 2017 12:36 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Thanks -and still waiting on the high lights below (as to the valuation -see my follow up e-mail later on Fridayanything "independent" for CCH-i.e ., other than Knutte?) From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Se nt: Tuesday, October 24, 2017 12:25 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Sorry for the delay-there is no acquisition financing-the purchase price was $1. Although with rates as low as today's, maybe .they should think about it. : ) Kidding! Thanks, Dennis From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Sent: Friday, October 20, 2017 3:58 PM To : Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase EXT-19-1492-A-000346 Document ID: 0.7.483.7588 Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis .cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12 :37 PM , Mangold, Donna wrote: Dennis - I just realized I have t he Knutte valuation in my e- mails - just hadn't printed it yet. So never mind on the reques t for the valuation. From: Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, t hanks for these t wo agreements. The proposal that CCHsub mitted to WASC (in Section I.A.1) refers to a $4 mil valuation supporting the APA-we don't have that either- please send. A lso - what is the interre lationship between the owners/officers/senior emp loyees of TFC and Edcura? Thanks . From : Dennis M. Cariello [mailto:denn is.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646 -415-44 71 From: Mangold, Donna [ mailto :Donna.Mangold@ed.gov] Sent: Wednesday, October 18, 2017 5:28 PM EXT-19-1492-A-000347 Document ID: 0.7.483.7588 To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going through the documents, and t here are two agreements I need for the review that we don't have -the marketing services agreement (January 2016) and the Administrat ive Services Agreement (August 2016). These agreements are with the to-be-forme r owners of Tribeca. Not sure if you have them easily available or if Erik needs t o request from your client. Thanks, Donna Donna Mangold 202-453-6710 This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www .symanteccloud .com This email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. EXT-19-1492-A-000348 Document ID: 0.7.483.7588 For more information please visit http://www symanteccioud com This email has been scanned by the Symantec Ema il Security.cloud service. For more information please visit http://www. symanteccloud .com EXT-19-1492-A-000349 Document ID: 0.7.483.7588 Denni s M . cariello From : Dennis M. Carie llo Sent : Tuesday, October 24, 2017 4:17 PM To : Mangold, Donna Cc: Fosker, Erik Subject : RE: Columbia Hollywood - Tr ibeca - purchase Answers are coming - just finalizing everything. Sorry for the delay . Dennis From: Mangold, Donna [mailto :Donna.Mangold@ed.gov] Se nt: Tuesday, October 24, 2017 4:09 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Dennis - I apologize if this question has been answered before - can you confirm that the former owners (traced through the ownership to Sterling) don't own any of the bui ldings where there are leases forTribeca. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:36 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Getting ready to send those now From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Tuesday, October 24, 2017 12:36 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Thanks - and still waiting on the high lights below (as to the valuation - see my follow up e-mail later on Friday anything "independent" for CCH-i.e., other than Knutte?) From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:25 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Sorry for the delay - there is no acquisition financing-the purchase price was $1. Although with rates as low as t oday's, maybe .they should th ink about it . :) Kidding! EXT-19-1492-A-000350 Document ID: 0.7.483.7590 Thanks, Dennis From: Mangold, Donna [mailto:Donna .Manqold@ed.gov] Sent: Friday, October 20, 2017 3:58 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subject: Re: Columbia Hollywood - Tribeca - I do have the valuation Sounds good. Ive asked about the other issue and will respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017 , at 12 :37 PM, Mango ld, Donna wrote: Dennis - I just realized I have t he Knutte valuation in my e-mails- just hadn't printed it yet. So neve r mind on the request for the valuation . From : Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Dennis, thanks for these t wo agreements . The proposal that CCHsub mitted to WASC (in Section I.A.1) refers to a $4 mil valuat ion supporting the APA-we don't have t hat either- please send. Also - what is the interrelationship between t he owners/officers/senior employees of TFC and Edcura? Thanks. From : Dennis M. Cariello [mailto:dennis.ca riello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. EXT-19-1492-A-000351 Document ID: 0.7.483.7590 Let me know if you need anything else. Thanks, Dennis 646-415-44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov] Se nt: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subj ect : Columbia Hollywood - Tribeca Dennis, I am going through the documents, and there are two agreements I need for the review that we don' t have-the marketing services agreement (January 2016) and the Administra t ive Services Agreement (August 2016). These agreements are wi t h the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202 -453 -6710 This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www.symanteccloud .com EXT-19-1492-A-000352 Document ID: 0.7.483.7590 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service . For more infom1ation please visit http://www .symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symantecclo ud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000353 Document ID: 0.7.483.7590 Dennis M. cariello From: Dennis M. Cariello Sent: Wednesday, October 25, 2017 4:55 PM To: Mangold, Donna; Fosker, Erik Subject: FW: Columbia Hollywood - Tribeca - purchase Donna & Erik, I hope all is well. I'm sorry for the delay, but I've gotten the answers from the parties. What is the interrelationship between the owners/officers/senior employees of TFC and Edcura? Ownership Relationships • TFC and Edcura both share common ownership by Sterling Partners - Small Market Growth Fund 2009, LP (Sterling - SMG09), with 95% common ownership, and FPACo LLC with 5% common ownership (the ECAR reflects ownership percentages that have not been recently updated, please advise on whether TFC should update the ECAR). • Upon completion of the acquisition of TFC by CCH, Sterling - SMG09 , and FPACo LLC will have zero ownership interest and hold no debt interest in TFC . • Sterling - SMG09 and FPACo LLC will retain their respective ownership interests in Edcura . Officers • There are no common officers between TFC and Edcura . • There are common board members between TFC and Edcura. Upon completion of the acquisition of TFC by CCH , the TFC board will cease to exist. • There are no common officers or board members between CCH and Edcura. Senior Employees • There are no senior employees of Edcura that are also senior employees of TFC , or vice-versa. • There are Edcura employees that perform strategic administrative services for TFC. These services are limited to strategic plan development , marketing strategy and execution, human resources management , leadership development and financial planning and analysis . • There are no senior employees of Edcura that are also senior employees of CCH, or vice-versa . • After the transaction , pursuant to pre-existing contracts that have already been provided to the Department (the Administrative Services Agreement and the Marketing Services Agreement) , Edcura w ill continue to provide services to CCH. • There are no Edcura employees that perform services to TFC or CCH in the areas of financia l aid, student outcome verification, admissions or academics. Can you confirm that the former owners (traced through the ownership to Sterling) don't own any of the buildings where there are leases for Tribeca? EXT-19-1492-A-000354 Document ID: 0.7.483.759 1 • Neither Sterling Part ners nor FPACo LLC ow ns or controls the building T FC is housed in. T FC is located in the Burnham Center in downtown Chicago (https://en.wi kipedia.org/wiki/Burnham Center). According to the webs ite (https://www .111burnhamcenter.com/ ) it is owned by Alliance! HSP. Can you confirm for me that the Knutte valuation is the only one & that CCH didn't do another independent one? • • The Knutte va luation is the only valuation performed on T FC. The valua tion was ordered by CC H's board and the firm conducting the valua tion, Knutte, is an indepe ndent public acco unting firm with whom TFC had no exis ting or follow -on relationship, that was selected for the wo rk by the CC H board. As part of Knutte's process, TF C provided information to Knutte, but had no influence over the outcomes of the report. Please let me know if you have any other questions. Thanks, Dennis 646-415-4471 From : Mangold, Donna [mailto:Donna .Mangold@ed.gov] Se nt: Tuesday, October 24, 20 17 4:09 PM To : Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Dennis - I apo logize if this question has been answered before-can you confi rm that t he former owners (traced throug h the ownership to Sterling) don't own any of t he buildings where there are leases forTribeca. From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:36 PM To : Mangold, Donna Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Getting ready to send those now From: Mangold, Donna [mailto:Donna.Mangold@ed.gov] Sent: Tuesday, October 24, 2017 12:36 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Thanks - and still wa it ing on the high lights below (as to the va luat ion - see my fo llow up e-mail later on Friday anything "independent " for CCH-i.e. , other than Knutte?) From: Dennis M. Cariello [mailto :dennis.cariello@hmbr.com] Sent: Tuesday, October 24, 2017 12:25 PM To : Mangold, Donna Cc: Fosker, Erik Subj ect: RE: Columbia Hollywood - Tribeca - purchase EXT-19-1492-A-000355 Document ID: 0.7.483.7591 Sorry for the delay - there is no acquisition financing - the purchase price was $1. Although with rates as low as today's, maybe .they should think about it. : ) Kidding! Thanks, Dennis From: Mangold, Donna [mailto:Donna .Mangold@ed.gov] Sent: Friday, October 20, 2017 3:58 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca - purchase Please confirm that there is no acquisition financing. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent : Friday, October 20, 2017 12:46 PM To: Mangold, Donna Cc: Dennis M. Cariello; Fosker, Erik Subj ect: Re: Columbia Hollywood - Tribeca - I do have t he valuation Sounds good . Ive asked abou t t he other issue and wi ll respond as soon as I hear back. Thanks Dennis Sent from my iPhone On Oct 20, 2017, at 12:37 PM, Mangold, Donna wrote: Dennis - I just realized I have the Knutte valuation in my e- mails - just hadn't printed it yet. So never mind on the request for the valuation . From : Mangold, Donna Sent: Friday, October 20, 2017 10:04 AM To: 'Dennis M. Cariello' Cc: Fosker, Erik Subj ect: RE: Columbia Hollywood - Tribeca Dennis, thanks for these two agreements. The proposal that CCHsubm itted to WASC (in Section I.A.1) refers to a $4 mil valuation supporting the APA-we don't have that either- please send. Also - what is the interrelationship between the owners/officers/senior employees of TFCand Edcura? Thanks. From: Dennis M. Cariello [mailto:dennis.cariello@hmbr.com] Sent: Thursday, October 19, 2017 1:00 PM To: Mangold, Donna EXT-19-1492-A-000356 Document ID: 0.7.483.7591 Cc: Fosker, Erik Subject: RE: Columbia Hollywood - Tribeca Donna & Erik, I think these are the documents you are looking for. Let me know if you need anything else. Thanks, Dennis 646-415 -44 71 From: Mangold, Donna [ mailto:Donna.Mangold@ed.gov) Sent: Wednesday, October 18, 2017 5:28 PM To: Dennis M. Cariello Cc: Fosker, Erik Subject: Columbia Hollywood - Tribeca Dennis, I am going t hrough the documents, and there are two agreements I need for the review that we don' t have-the marketing services agreement (January 20 16) and the Admin istrat ive Services Agreement (August 2016). These agreements are with the to-be-former owners of Tribeca. Not sure if you have them easily available or if Erik needs to request from your client. Thanks, Donna Donna Mangold 202-453-6710 This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Emai l Security.cloud service . For more information please visit http://www .symanteccloud .com This emai l has been scanned by the Symantec Ema il Security.cloud service . For more information please visit http://www .symanteccloud .com This emai l has been scanned by the Syman tec Emai l Security.cloud service . For more information please visit http://www.symanteccloud .com EXT-19-1492-A-000357 Document ID: 0.7.483.7591 This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http://www .symanteccloud .com This email has been scanned by the Symantec Email Security.cloud service . For more information please visit http ://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http ://www.symanteccloud.com This email has been scanned by the Symantec Email Security.cloud service. For more information please visit http://www.symanteccloud.com EXT-19-1492-A-000358 Document ID: 0.7.483.7591 iMessage wi t h 1"(b..:...; )('""' 6)___ 12/10/18, 1:20 PM _, Can you give me a call or have your scheduler call me? Need to firm up details 12/16/18, 1:21 PM Can we talk t oday? After 300? 12/16/ 18, 4 :4 7 PM Just called back. Call when you can 12/17 /18 , 11:27 AM Can you check with the cfo and see if the wire went out? Nothing yet 12/ 17/18, 8 :45 PM Diane - where is the money? Nothing today. 12/19 / 18, 11:42 AM Please call 12/19/18, 1:47 PM Diane - where are you? 12/ 25/ 18, 9 :00 AM Merry Christmas to you, too! 12/ 26/ 18, 3:44 P M Diane - please call me. Not sure what to do at this point given what the depa rtment did 2/21/ 19 , 7:52 AM Thank you again for speaking at the PR conference via video. This means a lot to the school there to have someone of your stature address them. I'm leaving now and if you need anything today or tomorrow I will be with the orga nizers. Thank you again! 2/ 21/19, 10:3 8 PM Tha nks Dennis! What do they want to hear about? EXT-19-1492-A-000359 I WW IH --·'I. • t U t •-t11U IV W I. , '-1 U t ti:, , V- I IW . V '- """ -.,,,,,., • • UI ..,V of value, but I will ask You know anything I think you have to say had great wisdom ! But I will see if there is a particular concerns you can address Thanks. I can definitely do a broad overview but if there are particular Issues I want to address them . I have asked. I will let you know. 2/22 /19, 9:58 AM They are trying to reach Amanda - got voicemail . Thanks - wanted to give you the opportun ity to talk more about the good stuff you all are doing . Thank you so much! 2/22/ 19, 6: 4 4 PM Thanks for the opportun ity. I couldn 't tell whethe r . people were happy or not . Hard to tell from skype. 2/22/19, 8:40 PM No they were. There were 36 higher ed Presidents in the room and about 80 peop le over all. People were talking about the workforce initiative you mentioned . That would do very well he re. We should talk. The governor would be very support ive. 3/ 5/19, 12:54 PM Hey - just gave you a ring to say hi. Give me a call when you get a chance to catch up. 3/6/19 , 11:10 PM Hi Dennis - I'm not ignoring you. Argosy is in closure mode and my time is swallowed up by that. Let's catch up early next week . Sounds good. iMessage with j (b)(5) 5/14/18 , -'-:-5-2 -A-M---~ Hi Dennis - sorry but I won't be able to meet today. Sorry but I can't meet today . Can we catch up later? Any time today? I believe he flew in last night EXT-19-1492-A-000360 iMessage with 1f.... b_l<6_>____ ~ 10/25/18, 5: 37 PM Diane I know Shelly has reached out but I wanted you to know we really need our PPA. The AGS.Accrediting bodies and some states are making things very difficult. More importantly we are losing students because we are still having to say we a for profit. Thank you for any help you can give us. Best BR 11/6/ 18, 6:24 PM Diane I hope you are doing well.I wanted to reach out and respectfully request a call or I am willing to fly out any time and meet. I have heard many of the things being said and I would like to address any concerns. I want you to know we are close to getting this across the finish line but need to continue working through the agreed upon plan. Please let me know if we could talk soon. Best Brent 12/5/18, 1:38 PM Diane I know you are talking with Dennis.I was hoping we could speak for a few minutes sometime today . Please let me know if that would be possible . As you are aware this matter is beyond urgent. Thank you Brent iM essage v,ith 1 b)(6) 9/7 /18, 9 1-,,; 5=4-rA,....M,.....-----' I heard through the grapevine that some personnel changes are taking place. Can you fill me in? EXT-19-1492-A-000361 Diane Yes Would you have 5 minutes to talk today 9/11/18, 11:21 AM Diane We are very close to getting the schools placed and financing for them going forward.Thiswould be a tremendous win for everyone involved. I would appreciate the opportunity to come talk about how we finalize this process. As you are painfully aware we need to keep funds flowing and get the schools placed by December.Asalways I appreciate everything you have done for our schools and students. Thx Brent Hi Brent - sorry for the delayed response. I've been on travel and trying to get regs out so my time has been occupied. When would you like to visit? Diane 9/11/18, 12:41 PM I am In NY on Wednesday so I could do Thursday or Friday of this week.Or I can be back out on Wednesday or Thursday next week. I know you are very busy so I will try and make whatever time you have work. Thx Brent I just checked and I can only do Wednesdayof next week. 9/15/18, 2:21 PM Diane I know we have made some mistakes but we continue to try and do our best.We always make the changes you suggest as quickly as possible.All the news is so negative on us it seems insurmountable. I have attached a letter we sent to our board EXT-19-1492-A-000362 , that may give a ·uttle different perspective . I also want you to know without your support none of this would be possible. On a different matter I think it is very interesting that we are teaching out 30 schools ,24 we have almost no issues but the 6 in Middle States and HLC are where we have all the problems . I have met 5 times in the last 2 months and I am going again Monday to meet with Middle States.I have been around a long time and I can tell you we are being railroaded by HLC and Middle States.I know exactly who is behind it and why. Lastly I know you have stuck your neck out to help us.I will always respect and admire you for what you are doing for these schools and students. We have put together . several schools and management companies that will provide financing to make sure these schools succeed. However we are literally fighting to keep the doors open every day.Wereally need to get the draws in a timely matter and not have people argue over minor points. We really need to get the 7.5 we were supposed to get on Friday early next week and then get the 4 mil draw every 2 weeks.I know It probably seems like I am being over bearing on this but as you know cash flow Is what we need to keep the schools going. Also we need your help to get all the changes made so we can move these schools to well financed partners by December.Wecan reach our goal of saving these schools if we can work together for this final 3 month push. I am available anytime day or night to talk or to come to DC to meet. As always thank you for your support . Best Brent ~ Doc - Sep 14 2018 - 10-04 AM iMessage with ! b)(5) 8/22/18 , S .....-.5-7-p~M~--- Diane It was nice seeing you EXT-19-1492-A-000363 yesterday.Thank you for your continued support.I just wanted to let you know that we really need to receive a draw by Friday.I am very nervous that you and Wayne are on vacation next week and this continues to be delayed .We were just sent something that we have to get the engagement letter from our CPA resigned. I know you are doing all you can just worried we are going to run out of time.We obviously will give the department everything you need.You have the receipts for the expenses .The little things could be done in arrears.Not trying to be a pain just trying to keep everything going . Thx Brent 8/23/18, 6:56 AM I think you will get it by Friday, but what about your other campuses? Are they generat ing income? 8/23/18, 9:49 AM Yes But we have already spent over 20 million on the teach out so we essentially borrowed that money from th~ on going schools. Things are very tight because this is a low point for our cash. Our big draw downs of Title 4 are in September and October. Happy to walk anyone through the cash flow. Because of you we are close to getting these schools to a good place.Dent want to lose them getting buried in documentat ion . Thx for everything you are doing . 8/23/18, 10:02 PM We don 't want to bury them in paperwork either , but I must tell you that we feel like we get incomplete and incorrect info rmation often and that our Instructions are not being followed . For example , I've told Shelly several times that you need to commu nicate regularly with studen ts and staff via EXT-19-1492-A-000364 webinar so that they can review it more than once and you can prove you are communicating, and yet yesterday it seemed like you both were hearing this for the first time. I reached out to Middle States today and the problem was not that you came to us first, but instead that you didn't share what you gave us with your own staff. They were also frustrated that you had closed schools in your transfer school list, which shows them that you are not involving , your campus leaders in developing these plans. We had well over 100 schools join our webinar this week. Please make are that your campus leaders know that webinar took place and are ready to receive those calls and facilitate quick transfers . We will not release additional funds if we don 't see . significant progress in getting students into transfer programs. The lack of attention to details is what is frustrating to the accreditors and the Department. · You need more experience people to be managing these teach-outs. This is complicated stuff and you can't have people who don't know all of the regulations trying to learn them in the midst of a teach out. Your campus leaders are knowledgeable and you need to leverage that to succeed. They cannot be in the dark . I signed the release of funds tonight and hope it gets to you tomorrow, but we were delayed because your team kept changing the numbers. There needs to be a greater sense of urgency on your part for moving the students. 8/23/18, 11:26 PM I understand We will bring in additional people with experience. I want to assure you that the team working on the teach outs have done 100s of them. However I understand we must do better. Two weeks ago we told everyone transfer students to other schools as quickly and efficiently as possible. We are moving quickly to try and get documents out and unfortunately we have made some mistakes. We will have to be more careful and make sure everything is 100 % correct. I want you to know my people are working EXT-19-1492-A-000365 hard to try and make everything work for our students .I can assure you we have tried to implement all your suggestions and will continue to doso . Again thank you for helping us.I am truly sorry we have not met expectat ions. We will continue to try and do better everyday. Best Brent iMessage with 1(b)(5) 7 /11/18, 6~:0:-:2:--: Pc-=M-,----- Diane I wonder if it would be possible to talk for a few minutes. We really need to get a a answer on the accreditation from HLC.The students are very upset not about the closing but about uncertainty around credit. Thx Brent iMessage with 1l(b)(6) 6/18/18, 1~:o=-= 7=-= p=-=-M-:---- Oiane Let me know if you would like tal k this week.I will make myself available for a call. Best Brent iMessage with 1._l (b_)(5 _) ___ ~ 6/14/18 , 4:47 PM Diane I wanted to reach out and thank you for the meeting today. Your ideas and comments were very helpful. I spoke to Wayne after the meeting and told him there is a elegant solution to our problem and the DOEwould not have to put up any money.It would also lower the risk of the schoo ls significantly .However it requires some flexibility from t he Department . EXT-19-1492-A-000366 let me know if you would like me to send you the plan. Thx Brent 6/15/18, 9:28 PM Hi Brent - let's chat next week. It was a good meeting and I'd like to continue the conversation . Thx Have a good weekend EXT-19-1492-A-000367 iM essage with 1~! (b_)(_ 6)___ 7/11/18, 11:42 PM ~ Thanku verymuchfor the call.Weareconfirmedfor the 18th. Just let us know what time. Any time after noon. What works for you? How about 12:30? 7/'16/18, 12:13 PM Happy Monday. I'm in Colorado for the HLC visit. Was there any luck on getting an updated statement from them stating that we are working on retroactive accommodation? 7{'17/18, 3:53 PM Just got ur vm. I was in route to DC. They rerouted is to hold In Pittsburgh until a storm passes In DC and they fuel. I just be In DC sometime this evening. I'll try and give u a call if they hold us on the ground in Pitts . 7/17/ 18, 7:36 PM Travel safely Thanks you. If u can believe we are just now leaving Pittsburgh. We'll see u tomorrow at 12:30 unless u need us there sooner. I'll defer to u on schedule. 7/17/18, 9:27 PM If we don't connect tonight, I just wanted to let you know that there will be a subset of the group you met with at FSA a few weeks ago in our meeting tomorrow. We will be at headquarters at 400 Maryland Ave , SW. however, you need to enter on C ST SW between 4th and 6th since the Maryland Ave entrance is closed for construction . 7/17/18, 11:24 P M Okay. Finally made it. 7/18/18, 3: 39 PM Thank you for the meeting. We're feeling pretty positive about everything. We decided to catch a 5:30pm flight back to Phoenix Instead of the 5am flight tomorrow . I' ll touch base with u on the follow- EXT-19-1492-A-000368 up. Thank U again. 7/ 23 /1 8, 3 :0 1 PM Are u by chance involved In this EO httQs://.www.whitehouse .ggy_f.P-.residential-actions/.ex ecutive-order-establishing.::Qresjdents-national-co u ncil-a mer ican-worker/. 7/ 31/18, 4 :24 PM Hi Diane. It's Shelly. I some unexpected family travel and getting up to speed on everything. Do u have time for call today/evening? I'm actually on EST zone. I have the matrix and all student communication to send over but wanted to connect first . · 8/1/18, 10:09 PM Hey Diane. I sent u an email with A LOT of info :{ Wayne said he Is set on his end with everything but we need to connect with u. I have a lot on my plate. Let 's connect tomorrow. 8/2/18, 8:31 PM I'm available this evening if u have time to chat. We need to have Wayne disburse funds as soon as possible . We only have cash flow through the 10th. 8/ 2/'lf', , 9 ;5·1 PM I am leaving the of fice now and will call you when I get home Okay great. Just tried u back . Give me a call when ur fre e 8/4/18 , 5:o o PM Hope ur having a relaxing weekend. I apologize for sending u a te xt, Brent talked to Wayne today and EXT-19-1492-A-000369 Wayne said he is all ready on his end and just needs u to "pull the trigger" to get the first disbursement done. Thanks -Shelly 8/ 4/18 , 7: 31 PM I sent an email to Wayne on Friday . Middle states calledmeto saythat ine of your teach out schools don't exist anymore and was closed for fraud . I don't want to be a nudge, but you guys must get transfer agreements with other schools . You may need to bring In consultants to help but it needs to be done right away. Middle states sent me some recommendations that I will forward to you tomorrow when I have my computer . Have a good weekend . Okay, I'll look into it. What 's ine? Never mind I got It "one" 8/6/1 8, 12:38 PM Happy Monday. Need a little guidance based on the doc u sent me and our discussions. It seems that the accred itors want to be able to conduct site visits without DCEH's Involvement to be able to say that the campus leadership and staff can effect ively manage and support those locat ions. However, DCH is on the agenda for the Pittsburgh meeting th is Thursday I believe that may be at our own request . Do you th ink that Is a good Idea? Or should we not be on campus and let them conduct that visit solely with leadership there? Thanks for the help. 8/9 /"18, 7 :34 PM We're working on schedules for next week. If we did Friday the 17th. What time would we meet? It helps with the return flight . Thanks 8/14/ 18 , 8:07 PM Can we meet with you and Wayne on Tue of next week? 8/1 5/18 , 12:17 PM I could still do Friday afternoon at 3pm or Tuesday between 12 and 2. 8/ 15/1f!, GrP.Rt. WP.'11hnok flinhti:; tn hP. thArP. on T11P.. ?.:311 PM At n oo n EXT-19-1492-A-000370 -·--·· ··- ..---·~···~···- ·- -- ···-·- - ·· ·-- · -· ··- -·· 8/'15/18, 7:00 PM } WSJ Inquiry Notes Wanted to give u a heads up on this WSJ inquire we received. We're not responding to it. 8/20/18, ·1·1:3 3 AM Brent and I fly out today. We'll see u tomorrow at noon. We' ll have an update on the reorg . 8/ 22/' 18, 5:53 AM Thank u for the meeting . We sent everything over to Donna and Justin. I cc u on the email. Hoping that we have everything covered pre the TPPA. We really need funding ASAP by Friday to cover on-going expenses related to the teach out. We'll keep updated on the reorg/structure . Thank you for everything. We really appreciate all the support . Have a fabulous vacay. 8/27/18, 8 :35 AM Morning . I got ur email I've implemented all suggestions and I'll follow up today on the additional info. Thanks again 9/10/18, 4 :42 PM Can we schedule a meet I g for the 25th come discuss the potent ial changes? We are very close Having a good partnership in place to help move this titanic forward 9/11/ "lfl , ·11:3 7 AM I'll check my calendar and get back to you. 9/18/'18, 9: 34 AM Hi Diane, Attached is a screen shot of the email to Tara explaining the reason we would have teach outs related to licensure schools on non- closed campuses. EXT-19-1492-A-000371 9/"18/18, 3:25 PM We cannot provide support beyond December 2018 and were unaware of any campuses operating beyond that. 9/1 9/'18, 9:05 AM Morning what is the best address to send the jump drive to? 9/' 19/18, 1:QB PM We sent our 9/15progress report, on an encrypted thumb drive via FedEx at the following address: Diane Auer Jones Principal Deputy Undersecretary United State Department of Education 400 Maryland Ave. SW Washington, D.C. 20202 driv: f The thumb is p:sswo~d protected! The password is: b)(B) The student rosters within the repor rs aso password protected and can be accessedus·rngthe same password, rb )(6) j _ Let me know If you have any questions. Thanks, Shelly. 9/19/"18, 9 :40 PM Thanks! I also the transfer reports. The file is large may need to send the same way. 9/20/18, 12:47 PM Just sent u an email regarding the checks being issued to the students. Middle States want us to confirm the correct process TODAY. Brent has to call them. Can you please confirm the email I sent you so we are clear on how we should be handling . Thanks - Shelly. 9/20/18, 6 :2 5 PM Did you get my response? Yes thank u very much . Helped a lot. EXT-19-1492-A-000372 10/15/18, 8: 3 8 PM Can u chat tonight? 10/17/'18, 1"1:56 AM Trying to connect with U. Brent will be there tomorrow to meet with Wayne. 10/19/18, 1:L:43 PM Password for jump drive. -fb_Jc5_l -~ Have a great weekend. 11/6/'18, 4:5 5 PM Any chance u would be avail to meet with Brent and I on We The student rosters within the report is also password protected and can be accessedu,ing the same password, l(b)(6) _ Let me know if you have any questions . Thanks, Shelly. D/'19/'lf-l, •bl() PM Thanks! I also the transfer reports. The file is large may need to send the same way. Just sent u an email regarding the checks being issued to the students . Middle States want us to confirm the correct process TODAY. Brent has to call them. Can you please confirm the email I sent you so we are clear on how we should be handling . Thanks - Shelly. :)/20/'!P., f.::rnr M Did you get my response? Yes thank u very much. Helped a lot. 5 ,M,", ! ,,190 w it l~._ (b_)(_ )_____ __, ·:J/20/'1.'1,·1·1:3:ClAIVl Brent and I fly out today. We'll see u tomorrow at noon. We'll have an update on the reorg. U/2'.~/ 18, G:ti::l M"t Thank u for the meeting . We sent everything over to Donna and Justin . I cc u on the email. Hoping that we have everything covered pre the TPPA. We really need funding ASAP by Friday to cover on-going expenses related to the teach out. We'll keep updated on the reorg/structure . Thank you for everything. We really appreciate all the support. EXT-19-1492-A-000377 can't stressenoughthat we needthe fundingthat has beendelayed.-Shelly 11/22./18,2:00 PM Have a blessedandwonderful Thanksgiving#t .. 11/22/18 , 'IQ:45 PM You too! 5 iMess age wit h l~ ____ 1i/ 1-,/ I ; ! , :i · '•:• , ~ P lv1 Any chance u would be avail to meet with Brent and I on Wedthe 14th in the morning? HLC denied accreditation on both Colorado and Chicago This feels like a day to "throw the towel in" Brent and I would like to book travel to meet with you on Wed of next week if possible . Please let me know. Beyond next week we are into the holiday. 1l/9/'13, I'] :oo ,,.,.,1 Checking in on the status of meeting on Wed. '1 i/Fi/ 11-l . ') '.'\/ .'II✓• Hi Diane, It will be just Brent visiting on Friday. We submitted all of the requested docs regarding the marketing contracts. I'm not sure where all that stems fro m but can assure u that everything is transparent and no one Is affiliated or an owner benefiting in any way. Brent's biggest concern is the funding to date we have received less than 30MM to cover the teachout expenses . If we don 't receive our funding by next week we are officially cash done and will not make payroll . We don't have the ability to cover these expenses and still maintain the 30 open schools that we have kept in a positive state , so eventually this titanic can be rebuilt and a true success story can be at the end . Hopefully, the hill and lawmakers will realize at some point that the fact still remains the same if Dream Center hadn't stepped in ALL the schools would have been closed under EDMC last year and 90,000 students would be filing for loan discharge. We are work ing 20hr days with little to no reward other than our word to help turn this around so that current and new programs can be available to students across the U.S. Thank you again for all the help and support we know that u have been the key factor In helping the students and DCEH. There 's a lot of really great things to talk about once we're past this teach-out . Please let me know if u need anyth ing from me. I EXT-19-1492-A-000379 5 iMessage wit h '-(b_)<_>--~ 10/ 25/18, 5:37 PM Diane I know Shelly has reached out but I wanted you to know we really need our PPA. The AGS.Accredlting bod ies and some states are making things very diff icult. More importantly we are losing students because we are still having to say we a for profit. Thank you for any help you can give us. Best BR 11/6/18, 6:24 PM Diane I hope you are doing well.I wanted to reach out and respectfully request a call or I am willing to fly out any time and meet. I have heard many of the things being said and I would like to address any concerns . I want you to know we are close to gett ing this across the finish line but need to continue working th rough the agreed upon plan. Please let me know if we could talk soon. Best Brent 12/5/18, 1:38 PM Diane I know you are tal king with Dennis.I was hopin g we cou ld speak for a few minutes sometime today. Please let me know If that wo uld be possible. As you are aware this matter is beyond urgent . Thank you Brent EXT-19-1492-A-000380 tomorrow to meet with W~ Password for jumpdrive.~ Have a great weekend. Any chance u wouldbe avail to meetwith Brent and I on Wed the 14th in the morning? HLC denied accreditation on both Colorado and Chicago This feels like a day to "throw the towel in" Brent and I would like to book travel to meet with you on Wed of next week If possible. Please let me know. Beyond next week we are Into the holiday. Checking in on the status of meeting on Wed. Hi Diane, It will be just Brent visiting on Friday. We submitted all of the requested docs regarding the marketing contracts. I'm not sure where all that stems from but can assure u that everything Is transparent and no one Is affiliated or an owner benefiting in any way. Brent's biggest concern is the funding to date we have recei,ved less than 30MM to cover the teachout expenses. If we don't receive our funding by next weekwe are officially cash done and wlll not make payroll . We don't have the ability to cover these expenses and still maintain the 30 open schools that we have kept in a Positive state, so eventually this titanic can be rebuilt and a true success story can be at the end . Hopefully, the hill and lawmakers will realize at some point that the fact still remains the same if Dream Center hadn't stepped In ALL the schools would have been closed under EDMC last year and 90,000 students would be filing for loan discharge. We are working 20hr days with little to no reward other than our word to help turn this around so that current and new programs can be available to students across the U.S. Thank you again for all the help and support we know that u have been the key factor in helping the students and DCEH. There's a lot of really great things to talk about once we're past this teach-out. Please let me know if u need anything from me. I can't stress enough that we need the funding that has been delayed. -Shelly Have a blessed and wonderful Thanksgiving ,t , ~ You too! Canu chat? Please call me Please call me if u have a minute to chat . I' m at the airport for the next hour and half call me Ca n we chat t o day? EXT-19-1492-A-000381 Weneedthis stuff quickly Sorry wrong text i»:. Canu chat? I'm availableover the weekend if u can chat. EXT-19-1492-A-000382 iMessagewith [b)(6) Today, tl"",.,...,'16,........,PM...----~ Thanku verymuchfor the call. Weareconfirmedfor the 18th. Just l~t us know what time. Any time after noon. What works for you? Howabout12:30? Just got ur vm. I was in route to DC. They rerouted Is . to hold In Pittsburgh until a storm passes in DC and they fuel. I just be in DC sometime this evening. I'll try . and give u a call if they hold us on the ground in Pitts. Travel safely Thanks you. If u can believe we are Just now leavlng Pittsburgh. We'll see u tomorrow at 12:30 unless u need us there sooner . I'll defer to u on schedule. If we don't connect tonight, I just wantedto let you know that the re will be a subset of the group you met with at FSA a few weeks ago fn our meeting tomorrow. We will be at headquarters at 400 Maryland Ave , SW. however, you need to enter on C ST SW between 4th and 6th since the Maryland Ave entrance Is closed for construct ion . Okay. Finally made It. Thank you for the meeting. We're feeling pretty positive about everything . We decided t~ catch a . 5:30pm flight back to Phoenix Instead of the 5am flight tomorrow . I'll touch base with u on the followup. Thank U again. Are u by chance Involved in th is EO Hi Diane. It's Shelly. I some unexpected family travel and getting up to speed on everything. Do u have time for call today/evening? I'm actually on EST zone. I have the matrix and all student communication to send over but wanted to connect first. Hey Diane. I sent u an email with A LOT of info :( Wayne said he is set on his end with everything but we need to connect with u. I have a lot on my plate. Let's connect tomorrow. Okay- I'm just relived to hear from u: I've been a (b)(6) ay -m yng c to Phoeni x tomorrow from Pittsburgh so any time after 1pm Is great at ur convenience . Thank u :} EXT-19-1492-A-000383 I'm available this evening if u have time to chat. We need to have Wayne disburse funds as soon as possible . We only have cash flow through the 10th. I am leaving the office now and will call you when I get home Okaygreat. Just tried u back. Give me a call when ur fre e Hope ur having a relaxing weekend. I apologize for sending u a text, Brent talked to Wayne today and Wayne said he is all reagy on his end and just needs u to "pull the trigger" to get the first disbursement done. Thanks -Shelly I sent an email to Wayne on Friday. Middle states called me to say that ine of your teach out schools don't exist anymore and was closed for fraud . I don't want to be a nudge , but you guys must get transfer agreements with other schools. You may need to bring in consultants to help but it needs to be done right away. Middle states sent me some ·recommendations that I will forward to you tomorrow when I have my computer. Have a good weekend. Okay, I'll look into it. What's ine? Never mind I got it "one" Happy Monday. Need a little guidance based on the doc u sent me and our discussions. It seems that the accredltors want to be able to conduct site visits without DCEH's involvement to be able to say that the campus leadership and staff can effectively manage and support those locations. However, DCH is on the agenda for the Pittsburgh meeting this Thursday I believe that may be at our own request . Do you think that is a good idea? Or should we not · be on campus and let them conduct that visit solely with leadership there? Thanks for the help. We're working on schedules for next week. If we did Friday the 17th. What time would we meet? It helps with the return flight . Thanks Can we meet with you and Wayne on Tue of next week? I could still do Friday afternoon · at 3pm or Tuesday between 12 and 2. Great . We'll book flights to be there on Tue . at noon Wanted to give u a heads up on this WSJ inquire we received . We'r e not responding to it . Brent and I fly out today . We'll see u tomorrow at EXT-19-1492-A-000384 noon. We'll have an update on the reorg . Thanku for the meeting.Wesent everythingoverto Donna and Justin. I cc u on the email. Hoping that wehaveeverythingcoveredpre the TPPA.Wereally need funding ASAPby Friday to cover on-going expenses related to the teach out. We'll keep updated on the reorg/st ructure. Thank you for everything. We really appreciateall the support. Have a fabulous vacay. Morning. I got ur email I've implemented all suggestions and I'll follow up today on the additional Info. Thanks again Can we schedule a meet I g for the 25th come discuss the potential changes? We are very close Having a good partnership in place to help move this titanic forward I'll check my calendar and get back to you . Hi Diane, Attached is a screen shot of the email to Tara explaining the reason we would have teach outs related to licensure schools on non- closed campuses. We cannot provide support beyond December 2018 and were unaware of any campuses operating beyond that. Morning what is the best address to send the jump drive to? We sent our 9/15 progress report, on an encrypted thumb drive via FedEx at the following address: Diane Auer Jones Principal Deputy, Undersecretary United State Department of Education 400 Maryland Ave. SW Washington, D.C. 20202 The thumb drive is ssword protec ted! The password is: (bl<6> The student rosters within the report Is also password protected and can be accessed using the same password , l(b)(6) I Let me know If you have an y questions . EXT-19-1492-A-000385 Thanks, Shelly. Thanks! I also the transfer reports. The file is large may need to send the same way. Just sent u an email regarding the checks being issued to the students . Middle States want us to confirm the correct process TODAY. Brent has to call them. Can you please confirm the email I sent you so we are clear on how we should be handling. Thanks - Shelly. Did you get my response? Yes thank u very much . Helped a lot. Trying to connect with U. Brent will be there tomorrow to meet with ~avne 5 Password for jump driver> < > Have a great weekend . ._ __ _. Any chance u would be availto meet with Brent and I on Wed the 14th in the morning? HLC denied accreditation on both Colorado and Chicago This feels like a day to "throw the towel In" Brent end I would like to book travel to meet with you on Wed of next week if possible. Please let me know. Beyond next week we are into the holiday. Checking in on the status of meeting on Wed. HI Diane, It will be just Brent visiting on Friday. We submitted all of the requested docs regarding the marketing contracts. I'm not sure where all that stems from but can assure u that everything Is transparent and no one is affiliated or an owner benefiting in any way. Brent's biggest concern is the funding to date we have received less than 30MM to cover the teachout expenses. If we don't receive our funding by next week we are officially cash done and will not make payroll. We don't have the ability to cover these expenses and still maintain the 30 open schools that we have kept in a positive state, so eventually this titanic can be rebuilt and a true success story can be at the end. Hopefully, the hill and lawmakers wfll realize at some point that the fact still remains the same if Dream Center hadn't stepped in ALL the schools would have been closed under EOMC last year and 90,000 students would be filing for loan discharge . We are working 20hr days with little to no reward other than our word to help turn this around so that current and new programs can be available to students across the EXT-19-1492-A-000386 U.S. Thank you again for all the help and support we knowthatu havebeenthe keyfactor in helpIngthe students and DCEH. There's a lot of really great thingsto talk aboutoncewe're pastthis teach-out. Please let me know if u need anything from me. I can't stress enough that we need the funding that hasbeendelayed. -Shelly Have a blessed and wonderfu l Thanksgiving • tf You too ! Canu chat? Please call me Please call me If u have a minute to chat . I'm at the airport for the next hour and half call me Can we chat today? We need this stuff quickly Sorry wrong text .Q, Canu chat? I'm availableover the weekendif u can chat. Thank u very much for the call. We are conf irmed for the 18th. Just let us know what time. Any time after noon . What wor ks for you? How about 12:30? Just got ur vm . I was in route to DC. They rerouted is to hold In Pittsburgh until a storm passes in DC and they fuel . I just be In DC somet ime this evening . I'll try and give u a c all if they hold us on the ground in Pitts. Travel safely Thanks you. If u can believe we are just now leaving Pittsburgh . We'll see u tomorrow at 12:30 unless u need us there soone r. I'll defer to u on schedule . If we don't connect tonight, I just wanted to let you know that there will be a subset of the group you met with at FSA a few weeks ago In our meeting tomorrow. We will be at headquarters at 400 Maryland Ave , SW. however, you need to enter on C ST SW between 4th and 6th since the Maryland Ave entrance is closed for construction . Okay. Finally made it. Thank you for the meeting. We're feeling pretty posit ive about everyth ing. We decided to catch a 5:30pm flight back to Phoenix instead of the 5am flight tomorrow . I'll touch base with u on the followup. Thank U again . Are u by chance invol ved in this EO EXT-19-1492-A-000387 Hi Diane. It's Shelly. I some unexpected family travel and getting up to speed on everything. Do u have time for call today/evening? I'm actually on EST zone. I have the matrix and all student communication to send over but wanted to connect first. Hey Diane. I sent u an email with A LOT of info:{ Wayne said he is set on his end with everything but we need to connect with u. · I have a lot on my plate . Let 's connect tomorrow. Okay - I'm just relived to hear from u : I've been a (b)(6) ay - m yang ack to Phoenix tomorrow from Pittsburgh so any time after 1pm is great at ur convenience. Thank u :) I' m available this evening if u have time to chat. We need to have Wayne disburse funds as soon as possible. We only have cash flow through the 10th. I am leaving the office now and will call you when I get home Okay great . Just tried u back . Give me a call when ur fre e Hope ur having a relaxing weekend . I apologize for sending u a text, Brent talked to Wayne today and Wayne said he Is all ready on his end and Just needs u to "pull the trigger" to get the f irst disbursement done. Thanks -Shelly I sent an email to Wayne on Friday. Middle states called me to say that ine of your teach out schools don't exist anymore and was closed for fraud . I don't want to be a nudge, but you guys must get transfer agreements with other schools . You may need to bring in consultants to help but it needs to be done right away. Middle states sent me some recommendations that I will forward to yo u tomorrow when I have my computer . Have a good weekend . Okay, I'll look into it. What 's ine? Never mind I got it "one" Happy Monday. Need a little guidance based on the doc u sent me and our discuss ions. It seems that the accredltors want to be able to conduct site visits without DCEH's Involvement to be able to say that the campus leadership and staff can effect ively manage and suppor t those locations. However, OCH EXT-19-1492-A-000388 Is on the agenda for the Pittsburgh meeting this Thursday I believethatmaybe at ourownrequest. Do you think that is a good idea?Or should we not be oncampusand let themconductthat visit solely with leadership there? Thanks for the help. We're working on schedules for next week. If we did Friday the 17th. What time would we meet? It helps with the return flight. Thanks Can we meet with you and Wayne on Tue of next week? I could still do Frid~y afternoon at 3pm or Tuesday between12 and 2. Great. We'll book flights to be there on Tue. at noon Wanted to give u a heads up on this WSJ Inquire we received. We're not responding to it. Brent and I fly out today. We'll see u tomorrow at noon. We'll have an update on the reorg . Thank u for the meeting. We sent everything over to Donna and Justin . I cc u on the email. Hoping that we have everything covered pre the TPPA. We really need funding ASAP by Friday to cover on-going expenses related to the teach out. We'll keep updated on the reorg/structure . Thank you for everything. We really appreciate all the support. Have a fabulous vacay. Morning. I got ur email I've implemented all suggestions and I'll follow up today on the additional info. Thanks again Can we schedule a meet I g for the 25th come discuss the potential changes? We are very close Having a good partnership in place to help move this titanic forward I'll check my calendar and get back to you. HI Diane, Attached is a screen shot of the email to Tara explaining the reason we would have teach outs related to llcensure schools on non- closed campuses. We cannot provide support beyond December 2018 and were unaware of any campuses operating beyond that . Morning what ls the best address to send the jump EXT-19-1492-A-000389 drive to? We sent our 9/15 progress report, on an encrypted thumbdrive via FedExat the followingaddress: Diane Auer Jones Principal Deputy Undersecretary UnitedState Departmentof Education 400 Maryland Ave. SW Washington, D.C. 20202 The thumb drive Is assword rotected! The e student rosters password Is: (bl(6l within the repor ,s a so password protected and can be accessed usin the same password, (b)(6) Let me know If you have any questions. Thanks, Shelly. Thanks! I also the transfer reports. The file is large may need to send the same way. Just sent u an email regarding the checks being issued to the students . Middle States want us to confirm the correct process TODAY. Brent has to call them. Can you please confirm the email I sent you so we are clear on how we should be handling. Thanks - Shelly. Did you get my response? Yes thank u very much . Helped a lot. Trying to connect with U. Brent will be there tomorrow to meet with Wayne . Password for jump drive. A@row Have a great weekend. Any chance u would be availto meet with Brent and I on Wed the 14th in the morning? HLC denied accreditation on both Colorado and Chicago This feels like a day to "throw the towel in" Brent and I would like to book travel to meet with you on Wed of next week if possible. Please let me know. Beyond next week we are Into the holiday. Checking In on the status of meeting on Wed. Hi Diane, It will be just Brent visiting on Friday. We submitted all of the requested docs regarding the marketing contracts. I'm not sure where all that stems from but can assure u that everyth ing is transparent and no one is affiliated or an owner benefiting in any way. EXT-19-1492-A-000390 Brent's biggest concern is the funding to date we havereceived less than 30MMto cover the teachout expenses. If we don't receive our funding by next week we are officially cash done and will not make payroll. We don't have the ability to cover these expenses and stlfl maintain the 30 open schools that we havekept in a positivestate, so eventually this titanic can be rebuilt and a true success story cah be at the end. Hopefully, the hill and lawmakers will realize at some point that the fact still remains the same if Dream Center hadn't stepped in ALL the schools would have been closed under EDMC last year and 90 ,000 students would be filing for loan discharge. We are working 20hr days with little to no reward other than our word to help turn this around so that current and new programs can be available to students across the U.S. Thank you aga in for all the help and support we know that u have been the key factor in helping the students and DCEH. There's a lot of really great things to talk about once we're past this teach-out. Please let me know if u need anything f rom me. I can't stress enough that we need the funding that has been delayed. •Shelly Have a blessed and wonderful Thanksgiving • -, You tool Canu chat? Please call me Please call me If u have a minute to chat. I'm at the airport for the next hour and half call me Can we chat tod~y? We need this stuff quickly Sorry wrong text Q Canu chat? I'm available over the weekend If u can chat . Thank u very much for the call. We are confirmed for the 18th . Just let us know what t ime. Any time after noon. What works for you? How about 12:30? Just got ur vm. I was in route to DC. They rerouted is to hold In Pittsburgh until a storm passes in DC and they fuel. I just be In DC sometime this evening. I'll try and give u a call If they hold us on the ground In Pitts. Travel safely Thanks you. If u can believe we are just now leaving Pittsburgh . We' ll see u tomorrow at 12:30 unless u EXT-19-1492-A-000391 needus theresooner . I'll defer to u on schedule. If wedon't connect tonight, I Justwanted to let you know that there will be a subset of the group you met with at FSAa few weeks ago in our meeting tomorrow. We willbe at headquarters at 400 Maryland Ave , SW. however, you need to enter on C ST SWbetween 4th and 6th since the Maryland Ave entrance is closed for construction . Okay. Finally made it. Thank you for the meeting . We're feeling pretty positive about everything. We decided to catch a 5:30pm flight back to Phoenix instead of the 5am flight tomorrow . I'll touch base with u on the followup. Thank U again. Are u by chance involved in this EO b.ll~//~e..ggyLoresi dentia1-actioos/fil. ecutive-order-estabHshing-.Qresidents-national-cou ncll-american- worker/ Hi Diane. It's Shelly. I some unexpected family travel and gett ing up to speed on everyth ing. Do u have time for call today/evening? I'm actually on EST zone. I have the matrix and all student communication to send over but wanted to connect first. Hey Diane. I sent u an email with A LOT of info:( Wayne said he Is set on his end with everything but we need to connect with u. I have a lot on my plate. Let's connect tomorrow. Okay - I'm just relived to hear from u :)) I've been a 6l flttlestressed.l(bJC 5 rbX ) JURay- I rn nytng oa k to Phoenix tomorrow from Pit sburgh so any time after 1pm Is great at ur convenience. Thank J u :) I'm available this evening if u have time to chat. We need to have Wayne disburse funds as soon as possible. We only have cash flow through the 10th. I am leaving the office now and will call you when I get home Okay great. Just tried u back. Give me a call when ur fre e Hope ur having a relaxing weekend. I apologize for sending u a text, Brent talked to Wayne today and Wayne said he is all ready on his end and just needs u to " pull the trigger" to get the first disbursement done. Thanks - Shelly I sent an email to Wayne on Friday. Middle states called me to say that lne of your teach out schools don 't exist anymore and was closed for fraud . I don't EXT-19-1492-A-000392 want to be a nudge, but you guys must get trar-tsfer agreements with other schools . You may need to bring In consultants to help but it needs to be done right away. Middle states sent me some recommendations that I will forward to you tomorrow when I have my computer. Havea good weekend. Okay, I'll look into it . What's ine? Never mind I got it "one" Happy Monday. Need a little gu idance basedon the doc u sent me and our discussions . It seems that the accredltors want to be able to conduct site visits without DCEH's involvement to be able to say that the campus leadership and staff can effectively manage and support those locat ions. However, DCH is on the agenda for the Pittsburgh meeting this Thursday I believe that may be at our own request . Do you think that is a good idea? Or should we not be on campus and let .them conduct that visit solely with leadership there? Thanks for the help. We're working on schedules for next week. If we did Friday the 17th. What time would we meet? It helps with the return flight . Thanks Canwe meet with you and Wayne on Tue of next week? I could still do Friday afternoon at 3pm or Tuesday between 12 and 2. Great. We'll book flights to be there on Tue. at noon Wanted to give u a heads up on this WSJ inquire we received. We're not responding to it. Brent and I fly out today. We'll see u tomorrow at noon. We'll have an update on the reorg . Thank u for the meeting. We sent everything over to Donna and Justin. I cc u on the email . Hoping that we have everything covered pre t he TPPA. We really need funding ASAP by Friday to cover on-going expenses related to the teac h out. We'll keep updated on the reorg/structure. Thank you for everything . We really appreciate all the support . Have a fabulous vacay. Morning. I got ur email I've implemented all suggestions and I'll follow up today on the additional Info. Thanks again Can we schedule a meet I g for the 25th come discuss the potential changes? We are very close Having a good partnership in place to help move this titanic forward EXT-19-1492-A-000393 I'll check my calendarand get back to you. Hi Diane, Attached is a screen shot of the email to Tara explaining the reason we would have teach outs related to licensure schools on non- closed campuses. We cannot provide support beyond December 2018 and were unaware of any campuses operating beyond that. Morning what is the best address to send the jump drive to? We sent our 9/15 progress report, on an encrypted thumb drive via FedEx at the following address: Diane Auer Jones Principal Deputy Undersecretary United State Department of Education 400 Maryland Ave. SW Washington, D.C. 20202 is oasswor1 protected! The The thumb c:Mve The student rosters password is: l(b)(5l within the report Is also password protected and can be accesse sing the same password, b)(6) Let me know if you have any questions. Thanks, Shelly. Thanks! I also the transfer reports . The file is large may need to send the same way. Just sent u an email regarding the checks being issued to the students. Middle States want us to confirm the correct process TODAY. Brent has to call them. Can you please confirm the email I sent you so we are clear on how we should be · handling. Thanks - Shelly. Did you get my response? Yes thank u very much . Helped a lot. Can u chat tonight? Trying to connect with U. Brent will be there EXT-19-1492-A-000394 tomorrow to meet with W~ne . Password forjumpdrive.b)C6) Have a great weekend . Anychanceu wouldbe availto meet withBrent and I on Wed the 14th In the morning? HLCdenied accred itation on both Colorado and Chicago This feels like a day to "throw the towel in" Brent and I would like to book travel to meet with youon Wed of next week if possible. Please let me know. Beyond next week we are into the holiday . Checking in on the status of meeting on Wed. HI Diane, It will be just Brent visiting on l=riday. We submitted all of the requested docs regard ing the market ing contracts. I'm not sure where all that stems from but can assure u that everything Is transparent and no one Is affiliated or an owner benefiting in any way. Brent's biggest concem Is the funding to dat e we have received less than 30MM to cover the teachout expenses. If we don't rece ive our funding by next week we are officially cash done and will not make payroll. We don 't have the ability to cover these expenses and still maintain the 30 open schools that we have kept In a positive state , so eventually this titanic can be rebuilt and a true success story can be at the end . Hopefully, the hill and lawmakers will realize at some point that the fact still remains the same If Dream Center hadn't stepped in ALL the schools would have been closed under EDMC last year and 90,000 students would be ffllng for loan discharge . We are working 20hr days with llttle to no reward other than our word to help turn this around so that current and new programs can be available to students across the U.S. Thank you again for all the help and support we know that u have been the key factor in helping the students and DCEH. There 's a lot of really great things to talk about once we're past this teach-out. Please let me know If u need anything from me. I can't stress enough that we need the funding that has been delayed. -Shelly Have a blessed and wonderful Thanksgiving tf• You too! Canu chat? Please call me Please call me If u have a minute to chat . I'm at the airport for the next hour and half call me Ca n w e chat today? EXT-19-1492-A-000395 Weneedthis stuff quickly Sorry wrong text ~ Canu chat? I'm available over the weekend if u can chat. EXT-19-1492-A-000396 1::1!.MichaelK. Clifford • 7'49 vm 'fl' Why are you destroying an 80 jj\~ ·-s1, 101, year old Pastorwho has spent his life helpingthe poor at the Dream Center? You are better than that APR 4 'it Michael K. Clifford • 12:2 3 pm They are really struggling because of Mark Dottore stating that "they mishandled funds and that $13M is missing". YOU know this is not true. Why can't you do something for people who support your administration, plus are purely trying to help the poor? You are a aood oerson ...don 't let + Write a message ... EXT-19-1492-A-000397 w ·• 1v11'-11e1._,"· '-'"' 1u, u • , L. f.J"' L -.."> They are really struggling because of Mark Dottore stating that "they mishandled funds and that $13M is missing•a.YOU know this is not true. Why can't you do something for people who support your administration, plus are purely trying to help the poor? You are a good person ...don't let this travesty ruin your blessings and political future ...facts always come out in the end ...do the right thing. Michael K. Clifford • 1st ~ Large Scale Business Developn1ent Please donate to help this terrific charity that helps the poor? + Wr ite a m essage ... EXT-19-1492-A-000398 EriK Parks • 1:27 pm l Diane,as a follow-up to our 9 [~csti conversation a couple of weeks · ago, I thought I would share this with you from Al. Partner Schools: We truly appreciate you working with our students in partnership. I want to make you aware of an important change in how students are being awarded the $5,000 transfer grant. Previously we provided the grant directly to the students to be used toward their education at your institution. The Department of Education has incto::lrl + inrlit'::ltorl th::lt tr::lncfor Wr it e a mess ag e ... EXT-19-1492-A-000399 $5,000 transfer grant. Previously we provided the grant directly to the students to be used toward their education at your institution. The Department of Education has instead indicated that transfer grant checks must be issued to the receiving school and not the student (upon receipt of proof of attendance). We are communicating this change to the students. Thanks Diane. Regards, EIP + Writ e a me ssag e ... EXT-19-1492-A-000400 grant cnecKs must oe 1ssuea to the receiving schoo l and not the student (upon receipt of proof of attendance). We are communicating this change to the students . Thanks Diane. Regards, EIP S EP 2 9 , 2018 Diane Jones • a:og am Glad they finally got the • message! Thanks for letting me know about the problem. + • Write a m essag e ... EXT-19-1492-A-000401 CharlitaShelton, PhD President Emerita at University of the Rockies JU L 24, 2018 • - Charlita Shelton, PhD • 11:46 am Good for you, Diane! I am now campus president at Argosy U Atlanta. Love to hear what you're up to! J U L 29, 2 018 . Diane Jones • 5: 31 pm Hi Charlita - any chance we can • (b)(6) talk next week? l i_ + _____ _. Wr it e a message ... EXT-19-1492-A-000402