In connection with the Merger, on August 1, 2018, Strayer Education, Inc. entered into a second amendment to second amended and restated revolving credit and term loan agreement (the ‘Amendment') with certain of its subsidiaries party thereto as subsidiary guarantors, SunTrust Bank, as administrative agent (the ‘Administrative Agent'), and the other lenders party thereto. The amendment amends the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 8, 2012 (as amended by the First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 2, 2015, the ‘Credit Agreement'), among Strayer, the lenders party thereto and the Administrative Agent. The amendment, among other things, increases the total commitments under the revolving credit facility from $150 million to $250 million, and provides SEI with an option, subject to obtaining additional loan commitments and satisfaction of certain conditions, to increase the commitments under the Revolving Credit Facility or establish one or more incremental term loans (each, an ‘Incremental Facility') in the future in an aggregate amount of up to the sum of (x) $150 million and (y) if such Incremental Facility is incurred in connection with a permitted acquisition, any amounts so long as SEI's leverage ratio (calculated on a trailing four-quarter basis) on a pro forma basis will be no greater than 1.75:1.00, and extends the maturity date of the Revolving Credit Facility from July 2, 2020 to August 1, 2023. In addition, the amendment provides that borrowings under the Revolving Credit Facility will bear interest at a per annum rate equal to, at SEI's election, LIBOR or a base rate plus a margin ranging from 1.50% to 2.00% (in lieu of the previous range from 1.75% to 2.25%), depending on the company's leverage ratio and provides that the quarterly unused commitment fee shall be equal to a percentage ranging from 0.20% to 0.30% per annum (in lieu of the previous range from 0.25% to 0.35% per annum) depending on SEI's leverage ratio, times the daily unused amount under the Revolving Credit Facility.

On August 1, 2018, immediately prior to the Effective Time, Senator William E. Brock resigned from the Board of Directors of Strayer Education, Inc. Senator Brock's resignation from the Board of Directors did not result from any disagreement relating to SEI's operations, policies or practices. The other nine members of the board of directors of Strayer continued as directors of SEI. In addition, in accordance with the Merger Agreement, immediately following the Effective Time on August 1, 2018, the Board of Directors expanded the total number of members from 10 to 12 and elected three new members to fill the vacancies on the Board of Directors. These new members, who (in accordance with the Merger Agreement) were proposed by Capella, and were directors of Capella prior to the Effective Time, are: Mr. J. Kevin Gilligan, Mr. H. James Dallas, and Ms. Rita D. Brogley. Ms. Brogley was also appointed to serve on the Compensation Committee of the Board of Directors. In addition, immediately following the Effective Time, Mr. H. James Dallas replaced Mr. J. David Wargo on the Audit Committee of the Board of Directors. Mr. Karl McDonnell, Strayer's President and Chief Executive Officer prior to the Effective Time, and Mr. Daniel W. Jackson, Strayer's Executive Vice President and Chief Financial Officer prior to the Effective Time, will continue in their respective positions at SEI following the Effective Time. Further, effective immediately following the Effective Time on August 1, 2018, in accordance with the Merger Agreement, the Board of Directors appointed Mr. Gilligan, Chairman and Chief Executive Officer of Capella prior to the Effective Time, to serve as Executive Vice Chairman of SEI and Mr. Steven L. Polacek, Senior Vice President and Chief Financial Officer of Capella prior to the Effective Time, to serve as the Chief Integration/Transition Officer of SEI.