3,000,000

Strayer Education, Inc.

Common Stock

UNDERWRITING AGREEMENT

March __, 2004

Dear Ladies and Gentlemen:

                1.  Introductory. New Mountain Partners, L.P. (New Mountain), New Mountain Strayer Trust (Trust) and MidOcean Capital Investors, L.P. (formerly DB Capital Investors, L.P.) (MidOcean and, together with New Mountain and the Trust, the Selling Stockholders) propose severally to sell an aggregate of 3,000,000 shares (Firm Securities) of common stock, par value $0.01 per share (Securities), of Strayer Education, Inc., a Maryland corporation (the Company), and the Selling Stockholders, other than the Trust, together with the individuals listed in Schedule A hereto (such individuals, the Individual Selling Stockholders) also propose severally to sell to the several Underwriters named in Schedule A hereto (Underwriters), at the option of the Underwriters, an aggregate of not more than 450,000 additional shares (Optional Securities) of the Companys Securities as set forth below.  The Firm Securities and the Optional Securities are herein collectively called the Offered Securities. The Selling

Stockholders and the Individual Selling Stockholders hereby agree with the Company and with the Underwriters as follows:

                2.  Representations and Warranties of the Company, the Selling Stockholders and the Individual Selling Stockholders.  (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

                                                        (i)  A registration statement (No. 333-112449) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (Commission) and either (A) has been declared effective under the Securities Act of 1933, as amended (the Act), and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the initial registration statement) has been declared effective, either (A) an additional registration statement (the additional registration statement) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (Rule 462(b)) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement.  If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (Rule 462(c)) under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, Effective Time with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC